ifsapa.htm


    
      
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                                              ASSET
            PURCHASE
            AGREEMENT
 

                                                    among
 

        

                                                DXP
          ENTERPRISES, INC.,
 

                                            INDIAN
          FIRE AND
          SAFETY, INC.,
 

                                                  
          LONE WOLF RENTAL, LLC
 

                                                        and
 

                                         
THE
          OTHER PARTIES NAMED
          HEREIN
 

                                                Dated
          as of October
          18, 2007
 

         
 

        
           
 

        

         
 

      


      
      


      
        ASSET
          PURCHASE AGREEMENT
 

        This
ASSET
          PURCHASE AGREEMENT (the “Agreement”) dated as of
          October
          18, 2007, by and among DXP Enterprises, Inc., a <?xml:namespace prefix = st1 ns
          = "urn:schemas-microsoft-com:office:smarttags" />Texas corporation (“Purchaser”), Indian Fire &
Safety, Inc., a New
          Mexico corporation (“IFS”), Lone Wolf Rental,
          LLC, a
          New Mexico limited liability company (“LWR”), James Spurgeon,
          an
          individual residing at 192 FM 2828 Medina, Texas 78055 (“Executive”), Danae Spurgeon,
          an
          individual residing at 192 FM 2828 Medina, Texas 78055, Chris Spurgeon,
          an
          individual residing in Denver City, Texas, and The Bonnie Lee Spurgeon
          Irrevocable Trust, a trust organized under the laws of the State of New
          Mexico.  Each of IFS, LWR and
          Executive are sometimes alternatively referred to individually herein as
          a “Seller” and collectively as
“Sellers”. 
Each
          of Executive, Danae Spurgeon, Chris
          Spurgeon and The Bonnie Lee Spurgeon Irrevocable Trust are sometimes
          alternatively referred to individually herein as an “Owner” and collectively as
“Owners”.
 

        W
          I T N E S S E T H:
 

        WHEREAS,
          Sellers presently conduct the
          Business; 
 

        WHEREAS,
          Sellers desire to sell,
          transfer and assign to Purchaser, and Purchaser desires to acquire and
          assume
          from Sellers, all of the Purchased Assets and Assumed Liabilities, all
          as more
          specifically provided herein;
 

        WHEREAS,
          Owners, directly or
          indirectly, own all of the outstanding shares of capital stock of IFS and
          membership interests of LWR and, as a result thereof, it is in the best
          interest
          of each Owner to execute this Agreement inasmuch as each Owner will derive
          substantial direct and indirect benefits from the sale, transfer and assignment
          contemplated by this Agreement; and
 

        WHEREAS,
          certain terms used in this
          Agreement are defined in Section 1.1; 
 

        NOW,
          THEREFORE, in consideration of the
          premises and the mutual covenants and agreements hereinafter contained,
          the
          parties hereby agree as follows:
 

        Article
          I

DEFINITIONS
 

        1.1             
          Certain Definitions.
 

        For purposes of this
          Agreement, the following terms shall have the meanings specified in this
          Section 1.1:
 

        “Affiliate”
means,
          with respect
          to any Person, any other Person that, directly or indirectly through one
          or more
          intermediaries, controls, or is controlled by, or is under common control
          with,
          such Person, and the term “control” (including the terms
          “controlled by” and
 


        “under
          common control with”)
          means the possession, directly or indirectly, of the power to direct or
          cause
          the direction of the management and policies of such Person, whether through
          ownership of voting securities, by contract or otherwise.
 

        “Agreed
          Principles” means the
          accounting principles set forth on Schedule 3.3 for determination of Net
          Working Capital of the Business.
 

        “Business”
means
          the businesses
          and operations of IFS and LWR, including the provision of safety services
          and
          related products and rental of equipment to the oil and gas drilling industry
          and the ancillary businesses and operations relating thereto.
 

        “Business
          Day” means any day of
          the year on which national banking institutions in Houston, Texas are open
          to
          the public for conducting business and are not required or authorized to
          close.
 

        “Cash”
means
          cash and cash
          equivalents of the Business on hand and in deposit accounts as of the opening
          of
          business on the Closing Date, plus checks presented for payment prior to
          such time but not yet credited to deposit accounts minus checks drawn
          against deposit accounts prior to such time not yet presented for payment.
 

        “Closing
          Real Property Leases”
means the leases, in the form of Exhibits E-1 and E-2, to be
          executed and delivered, and fully effective, as of the Closing Date, with
          Purchaser as tenant and Little Wolf, LLC as lessor thereunder, for all
          of the
          interests in real property currently used, occupied or held for use in
          connection with the Sellers’ operation of the Business.
 

        “Closing
          Working Capital” means
          the Net Working Capital of the Business determined as of the open of business
          on
          the Closing Date.
 

        “COBRA”
means
          the Consolidated
          Omnibus Budget Reconciliation Act of 1985, as amended.
 

        “Code”
means
          the Internal Revenue
          Code of 1986, as amended.
 

        “Contract”
means
          any contract,
          agreement, indenture, note, bond, mortgage, loan, instrument, lease, license,
          commitment or other arrangement, understanding or undertaking, commitment
          or
          obligation.
 

        “Current
          Assets” means the
          accounts receivable, inventory and prepaid expenses of the Business (as
          set
          forth in the “Working Capital Asset Accounts” on Schedule 3.3), excluding
          Cash and any deferred tax assets (if any).
 

        “Current
          Liabilities” means the
          accounts payable and other current liabilities of the Business (as set
          forth in
          the “Work Capital Liability Accounts” on Schedule 3.3), excluding any
          liabilities paid on the Closing Date pursuant to this Agreement.
 

        “Documents”
means
          all files,
          documents, instruments, papers, books, reports, records, tapes, microfilms,
          photographs, letters, budgets, forecasts, ledgers, journals, lists of past,
          present and/or prospective customers, supplier lists, regulatory filings,
          operating data and plans, technical documentation (design specifications,
          functional requirements, operating instructions, logic manuals, flow charts,
          etc), user documentation (installation guides, user manuals, training materials,
          release notes, working papers, etc.), marketing documentation (sales brochures,
          flyers, pamphlets, web pages, etc.), and other similar materials related
          to the
          Business and the Purchased Assets, in each case whether or not in electronic
          form.
 

        “EBITDA”
means
          for any twelve
          (12) month period ending December 31, the sum of:  (a) the net income (or loss), on
          a cash
          basis, of the Business excluding extraordinary items, (b) provisions for
          taxes
          based on income of the Business, (c) total interest expense of the Business
          with
          respect to indebtedness held by or for the benefit of the Business, (d)
          to the
          extent that net income of the Business has been reduced thereby, depreciation
          expense, and (e) to the extent that net income for the Business has been
          reduced
          thereby, amortization expense, all as determined in accordance with GAAP;
          provided, however, that such sum will be reduced by a reasonable
          fair market lease charge as determined in good faith by Purchaser for such
          applicable period for any capital equipment acquired by the Business after
          the
          Closing so long as such capital equipment was acquired by the Executive
          on
          behalf of the Business or otherwise without the objection of the Executive.
 

        “Employee”
means
          all individuals
          (including common law employees, independent contractors and individual
          consultants), as of the date hereof, who are employed or engaged by IFS
          and/or
          LWR in connection with the Business, together with individuals who are
          hired in
          respect of the Business after the date hereof.
 

        “Environmental
          Costs and
          Liabilities” means, with respect to any Person, all liabilities,
          obligations, responsibilities, Remedial Actions, losses, damages, costs and
          expenses (including all reasonable fees, disbursements and expenses of
          counsel,
          experts and consultants and costs of investigation and feasibility studies),
          fines, penalties, sanctions and interest incurred as a result of any claim
          or
          demand by any other Person or in response to any violation of Environmental
          Law,
          whether known or unknown, accrued or contingent, to the extent based upon,
          related to, or arising under or pursuant to any Environmental Law, Environmental
          Permit, order or agreement with any Governmental Body or other Person,
          which
          relates to any environmental, health or safety condition, violation of
          Environmental Law or a Release or threatened Release of Hazardous Materials.
 

        “Environmental
          Law” means any Law
          in any way relating to the protection of human health and safety, the
          environment or natural resources, including the Comprehensive Environmental
          Response, Compensation and Liability Act (42 U.S.C. § 9601 etseq.), the Hazardous Materials Transportation Act (49 U.S.C. App.
§ 1801 etseq.), the Resource Conservation and Recovery
          Act
          (42 U.S.C. § 6901 etseq.), the Clean Water Act (33 U.S.C.
§ 1251 etseq.), the Clean Air Act (42 U.S.C.
§ 7401 etseq.), the Toxic Substances
          Control Act (15 U.S.C.
§ 2601 etseq.), and the Occupational Safety and Health Act
          (29 U.S.C. § 651 etseq.), as each has been or may be amended
          and the regulations promulgated pursuant thereto.
 

        “Environmental
          Permit” means any
          Permit required by Environmental Laws for the operation of the Business.
 

        “ERISA”
means
          the Employment
          Retirement Income Security Act of 1974, as amended.
 

        “Exchange
          Act” means the
          Securities Exchange Act of 1934, amended.
 

        “Excluded
          Contract” means the
          Contract described with respect to subsection (i) of Schedule
          5.12(a).
 

        “Former
          Employee” means all
          individuals (including common law employees, independent contractors and
          individual consultants) who were employed or engaged by IFS and/or LWR
          in
          connection with the Business but who are no longer so employed or engaged
          on the
          date hereof.
 

        “Furniture
          and Equipment” means
          all furniture, fixtures, furnishings, equipment, vehicles, leasehold
          improvements, and other tangible personal property owned or used in the
          conduct
          of the Business, including all artwork, desks, chairs, tables, Hardware,
          copiers, telephone lines and numbers, telecopy machines and other
          telecommunication equipment, cubicles and miscellaneous office furnishings
          and
          supplies.
 

        “GAAP”
means
          generally accepted
          accounting principles in the United States.
 

        “Governmental
          Body” means any
          government or governmental or regulatory body thereof, or political subdivision
          thereof, whether foreign, federal, state, or local, or any agency,
          instrumentality or authority thereof, or any court or arbitrator (public
          or
          private).
 

        “Hardware”
means
          any and all
          computer and computer-related hardware, including, but not limited to,
          computers, file servers, facsimile servers, scanners, color printers, laser
          printers and networks.
 

        “Hazardous
          Material” means any
          substance, material or waste that is regulated, classified, or otherwise
          characterized under or pursuant to any Environmental Law as “hazardous,”
“toxic,” “pollutant,” “contaminant,” “radioactive,” or words of similar meaning
          or effect, including petroleum and its by-products, asbestos, polychlorinated
          biphenyls, radon, mold or other fungi and urea formaldehyde insulation.
 

        “Indebtedness”
of
          any Person
          means, without duplication, (i) the principal, accreted value, accrued and
          unpaid interest, prepayment and redemption premiums or penalties (if any),
          unpaid fees or expenses and other monetary obligations in respect of
          (A) indebtedness of such Person for money borrowed and
          (B) indebtedness evidenced by notes, debentures, bonds or other similar
          instruments for the payment of which such Person is responsible or liable;
          (ii) all obligations of such Person issued or assumed as the deferred
          purchase price of property, all conditional sale obligations of such Person
          and
          all obligations of such Person under any title retention agreement (but
          excluding trade accounts payable and other accrued current liabilities
          arising
          in the Ordinary Course of Business) (other than the current liability portion
          of
          any indebtedness for borrowed money); (iii) all obligations of such Person
          under leases required to be capitalized in accordance with GAAP; (iv) all
          obligations of such Person for the reimbursement of any obligor on any
          letter of
          credit, banker’s acceptance or similar credit transaction; (v) all
          obligations of such Person under interest rate or currency swap transactions
          (valued at the termination value thereof); (vi) the liquidation value,
          accrued
          and unpaid  dividends and prepayment
          or redemption premiums and penalties (if any), unpaid fees or expense and
          other
          monetary obligations in respect of any and all redeemable preferred stock
          of
          such Person; (vii) all obligations of the type referred to in
          clauses (i) through (vi) of any Persons for the payment of which such
          Person is responsible or liable, directly or indirectly, as obligor, guarantor,
          surety or otherwise, including guarantees of such obligations; and
          (viii) all obligations of the type referred to in clauses (i) through (vii)
          of other Persons secured by (or for which the holder of such obligations
          has an
          existing right, contingent or otherwise, to be secured by) any Lien on
          any
          property or asset of such Person (whether or not such obligation is assumed
          by
          such Person).
 

        “Independent
          Valuation Firm”
means an independent valuation firm mutually agreeable to Purchaser
          and the
          Executive.
 

        “Intellectual
          Property” means all
          right, title and interest in or relating to intellectual property, whether
          protected, created or arising under Law, including:  (i) all patents and applications
          therefor, including all continuations, divisionals, and continuations-in-part
          thereof and patents issuing thereon, along with all reissues, reexaminations
          and
          extensions thereof (collectively, “Patents”); (ii) all
          trademarks, service marks, trade names, service names, brand names, trade
          dress
          rights, logos, corporate names, trade styles, logos and other source or
          business
          identifiers and general intangibles of a like nature, together with the
          goodwill
          associated with any of the foregoing, along with all applications,
          registrations, renewals and extensions thereof (collectively, “Marks”); (iii) all Internet
          domain names; (iv) all copyrights and all mask work, database and design
          rights, whether or not registered or published, all registrations and
          recordations thereof and all applications in connection therewith, along
          with
          all reversions, extensions and renewals thereof (collectively, “Copyrights”); (iv) trade secrets
          (“Trade Secrets”); (v) all
          other intellectual property rights arising from or relating to Technology,
          and
          (vi) all Contracts granting any right relating to or under the foregoing.
 

        “Intellectual
          Property Licenses”
means (i) any grant by any of the Sellers to another Person of
          any right
          relating to or under the Purchased Intellectual Property and (ii) any grant
          by
          another Person to any of the Sellers of any right relating to or under
          any third
          Person’s Intellectual Property used or held for use in connection with the
          conduct or operation of the Business.
 

        “IRS”
means
          the United States
          Internal Revenue Service and, to the extent relevant, the United States
          Department of Treasury.
 

        “Knowledge
          of Sellers” means the
          actual knowledge, after due inquiry, of each of the Executive and the officers
          and directors of IFS and the manager of LWR.
 

        “Law”
means
          any foreign, federal,
          state or local law (including common law), statute, code, ordinance, rule,
          regulation, Order or other requirement.
 

        “Legal
          Proceeding” means any
          judicial, administrative or arbitral actions, suits, mediations, investigations,
          inquiries, proceedings or claims (including counterclaims) by or before
          a
          Governmental Body.
 

        “Liability”
means
          any debt, loss,
          damage, adverse claim, fines, penalties, liability or obligation (whether
          direct
          or indirect, known or unknown, asserted or unasserted, absolute or contingent,
          accrued or unaccrued, matured or unmatured, determined or determinable,
          disputed
          or undisputed, liquidated or unliquidated, or due or to become due, and
          whether
          in contract, tort, strict liability or otherwise), and including all costs
          and
          expenses relating thereto (including all fees, disbursements and expenses
          of
          legal counsel, experts, engineers and consultants and costs of
          investigation).
 

        “Lien”
means
          any lien,
          encumbrance, pledge, mortgage, deed of trust, security interest, claim,
          lease,
          charge, option, right of first refusal, easement, servitude, proxy, voting
          trust
          or agreement, transfer restriction under any shareholder or similar agreement,
          encumbrance or any other restriction or limitation whatsoever.
 

        “Material
          Adverse Effect” means a
          material adverse effect on (i) the historical or near-term or long-term
          projected business, assets, properties, results of operations, condition
          (financial or otherwise) or prospects of IFS and LWR or of the Business;
          (ii)
          the value of the Purchased Assets or a material increase in the amount
          of
          Assumed Liabilities; or (iii) a material adverse effect on the ability
          of any of
          the Sellers or Owners to consummate the transactions contemplated by this
          Agreement or perform their obligations under this Agreement or the Seller
          Documents.
 

        “Net
          Working Capital” means the
          Current Assets of the Business reduced by the Current Liabilities of the
          Business, in each case as determined in accordance with the Agreed
          Principles.  Attached hereto as part
          of Schedule 3.3 is a schedule showing Net Working Capital as of May 31,
          2007 after giving effect to adjustments (if any) required in the Agreed
          Principles.
 

        “Order”
means
          any order,
          injunction, judgment, doctrine, decree, ruling, writ, assessment or arbitration
          award of a Governmental Body.
 

        “Ordinary
          Course of Business”
means the ordinary and usual course of normal day-to-day operations
          of the
          Business, as conducted by Sellers, through the date hereof consistent with
          past
          practice.
 

        “Permits”
means
          any approvals,
          authorizations, consents, licenses, permits or certificates of a Governmental
          Body.
 

        “Permitted
          Exceptions” means
          (i) statutory liens for current Taxes, assessments or other governmental
          charges not yet delinquent or the amount or validity of which is being
          contested
          in good faith by appropriate proceedings, provided an appropriate reserve
          has been established therefor in the Financial Statements; (ii) mechanics’,
          carriers’, workers’ and repairers’ Liens arising or incurred in the Ordinary
          Course of Business that are not material to the Purchased Assets so encumbered
          and that are not resulting from a breach, default or violation of any Contract
          or Law; (iii) zoning, entitlement and other land use and environmental
          regulations by any Governmental Body, providedthat such
          regulations have not been violated; and (iv) title of a lessor under a
          capital
          or operating lease.
 

        “Person”
means
          any individual,
          corporation, limited liability company, partnership, firm, joint venture,
          association, joint-stock company, trust, unincorporated organization,
          Governmental Body or other entity.
 

        “Purchased
          Contracts” means all
          of the Contracts attributable or otherwise related to the Business, other
          than
          the Excluded Contract.
 

        “Purchased
          Intellectual Property”
means all Intellectual Property owned by any of the Sellers related
          to or used
          in connection with the Business.
 

        “Purchased
          Technology” means all
          Technology owned by any of the Sellers related to or used in connection
          with the
          Business.
 

         “Release”
means
          any release,
          spill, emission, leaking, pumping, pouring, injection, deposit, dumping,
          emptying, disposal, discharge, dispersal, leaching or migration into the
          indoor
          or outdoor environment, or into or out of any property.
 

        “Remedial
          Action” means all
          actions including any capital expenditures undertaken to (i) clean up,
          remove, treat or in any other way address any Hazardous Material;
          (ii) prevent the Release or threat of Release, or minimize the further
          Release of any Hazardous Material so it does not endanger or threaten to
          endanger public health or welfare or the indoor or outdoor environment;
          (iii) perform pre-remedial studies and investigations or post-remedial
          monitoring and care; or (iv) to correct a condition of noncompliance with
          Environmental Laws.
 

        “Securities
          Act” means the
          Securities Act of 1933, as amended.
 

        “SEC”
means
          the United States
          Securities and Exchange Commission.
 

        “Software”
means
          any and all
          (i) computer programs, including any and all software implementations of
          algorithms, models and methodologies, whether in source code or object
          code;
          (ii) databases and compilations, including any and all data and collections
          of data, whether machine readable or otherwise; (iii) descriptions,
          flow-charts and other work product used to design, plan, organize and develop
          any of the foregoing, screens, user interfaces, report formats, firmware,
          development tools, templates, menus, buttons and icons; and (iv) all
          documentation, including user manuals and other training documentation
          related
          to any of the foregoing.
 

        “Target
          Working Capital” means
          Net Working Capital of an amount of $881,783.83.
 

        “Tax”
or
“Taxes”
means
          (i) any and
          all federal, state, local or foreign taxes, charges, fees, imposts, levies
          or
          other assessments, including all net income, gross receipts, capital, sales,
          use, ad valorem, value added, transfer, franchise, profits, inventory,
          capital
          stock, license, withholding, payroll, employment, social security, unemployment,
          excise, severance, stamp, occupation, property and estimated taxes, customs
          duties, fees, assessments and charges of any kind whatsoever; (ii) all
          interest, penalties, fines, additions to tax or additional amounts imposed
          by
          any Taxing Authority in connection with any item described in clause (i);
          and (iii) any liability in respect of any items described in clauses (i)
          and/or (ii) payable by reason of Contract, assumption, transferee liability,
          operation of law, Treasury Regulation section 1.1502-6(a) (or any predecessor
          or
          successor thereof or any analogous or similar provision under law) or
          otherwise.
 

        “Taxing
          Authority” means the IRS
          and any other Governmental Body responsible for the administration of any
          Tax.
 

        “Tax
          Return” means any return,
          report or statement required to be filed with respect to any Tax (including
          any
          elections, declarations, schedules or attachments thereto, and any amendment
          thereof), including any information return, claim for refund, amended return
          or
          declaration of estimated Tax, and including, where permitted or required,
          com­bined, consolidated or unitary returns for any group of entities that
          includes any of Sellers or any of their respective Affiliates.
 

        “Technology”
means,
          collectively,
          all Software, information, designs, formulae, algorithms, procedures, methods,
          techniques, ideas, know-how, research and development, technical data,
          programs,
          subroutines, tools, materials, specifications, processes, inventions (whether
          patentable or unpatentable and whether or not reduced to practice), apparatus,
          creations, improvements, works of authorship and other similar materials,
          and
          all recordings, graphs, drawings, reports, analyses, and other writings,
          and
          other tangible embodiments of the foregoing, in any form whether or not
          specifically listed herein, and all related technology, that are used in,
          incorporated in, embodied in, displayed by or relate to, or are used in
          connection with the foregoing.
 

        “WARN”
means
          the Worker
          Adjustment and Retraining Notification Act of 1988, as amended, and the
          rules
          and regulations promulgated thereunder.
 

        1.2             
          Terms Defined Elsewhere in this Agreement. 
          For purposes of this Agreement, the following terms have meanings
          set
          forth in the sections indicated:
 

        	
                Term
 

              	
                Section
 

              
	
                Acquisition
                  Transaction
 

              	
                7.5
 

              
	
                Agreement
 

              	
                Introductory
                  Paragraph
 

              
	
                Asset Acquisition
                  Statement
 

              	
                2.7
 

              
	
                Assumed Liabilities
 

              	
                2.3
 

              
	
                Balance Sheet
 

              	
                5.4(a)
 

              
	
                Balance Sheet Date
 

              	
                5.4(a)
 

              
	
                Basket
 

              	
                10.4(a)
 

              
	
                Cap
 

              	
                10.4(b)
 

              
	
                Cash Payment
 

              	
                3.1(a)
 

              
	
                Closing
 

              	
                4.1
 

              
	
                Closing Date
 

              	
                4.1
 

              
	
                Closing Statement
 

              	
                3.3(b)(i)
 

              
	
                Confidential
                  Information
 

              	
                7.6(c)
 

              
	
                Copyrights
 

              	
                1.1 (in Intellectual
                  Property definition)
 

              
	
                Earnout Rights
 

              	
                3.1(c)
 

              
	
                Employee Benefit
                  Plans
 

              	
                5.13(a)
 

              
	
                ERISA Affiliate
 

              	
                5.13(a)
 

              
	
                ERISA Affiliate
                  Plans
 

              	
                5.13(a)
 

              
	
                Estimated Closing
                  Balance
                  Sheet
 

              	
                3.3(a)(i)
 

              
	
                Estimated Closing
                  Working
                  Capital
 

              	
                3.3(a)(i)
 

              
	
                Excluded Assets
 

              	
                2.2
 

              
	
                Excluded Liabilities
 

              	
                2.4
 

              
	
                Executive
 

              	
                Introductory
                  Paragraph
 

              
	
                Final Working
                  Capital
 

              	
                3.3(b)(v)
 

              
	
                Financial Statements
 

              	
                5.4(a)
 

              
	
                IFS
 

              	
                Introductory
                  Paragraph
 

              
	
                Loss and Losses
 

              	
                10.2(a)
 

              
	
                LWR
 

              	
                Introductory
                  Paragraph
 

              
	
                Marks
 

              	
                1.1 (in Intellectual
                  Property definition)
 

              
	
                Multiemployer Plans
 

              	
                5.13(a)
 

              
	
                Multiple Employer
                  Plans
 

              	
                5.13(a)
 

              
	
                Nonassignable Assets
 

              	
                2.5(c)
 

              
	
                Owner and Owners
 

              	
                Introductory
                  Paragraph
 

              
	
                Owner Documents
 

              	
                5.2(b)
 

              
	
                Patents
 

              	
                1.1 (in Intellectual
                  Property definition)
 

              
	
                Personal Property
                  Leases
 

              	
                5.10(b)
 

              
	
                Purchase Note
 

              	
                3.1(b)
 

              
	
                Purchase Price
 

              	
                3.1(b)
 

              
	
                Purchased Assets
 

              	
                2.1
 

              
	
                Purchaser
 

              	
                Introductory
                  Paragraph
 

              
	
                Purchaser Documents
 

              	
                6.2
 

              
	
                Purchaser Indemnified
                  Parties
 

              	
                10.2(a)
 

              
	
                Related Persons
 

              	
                5.21
 

              
	
                Representatives
 

              	
                7.5
 

              
	
                Restricted Business
 

              	
                7.6(a)
 

              
	
                Revised Statements
 

              	
                2.7
 

              
	
                Seller and Sellers
 

              	
                Introductory
                  Paragraph
 

              
	
                Seller Documents
 

              	
                5.2(a)
 

              
	
                Seller Indemnified
                  Parties
 

              	
                10.2(b)
 

              
	
                Seller Marks
 

              	
                7.9
 

              
	
                Seller Permits
 

              	
                5.16(b)
 

              
	
                Seller Property
                  and Seller
                  Properties
 

              	
                5.9(a)
 

              
	
                Survival Period
 

              	
                10.1
 

              
	
                Tax Clearance
                  Certificates
 

              	
                11.4
 

              
	
                Termination Date
 

              	
                4.2(a)
 

              
	
                Third Party Claim
 

              	
                10.3(b)
 

              
	
                Total Consideration
 

              	
                3.1(d)
 

              
	
                Trade Secrets
 

              	
                1.1 (in Intellectual
                  Property definition)
 

              
	
                Transfer Taxes
 

              	
                11.1
 

              
	
                Transferred
                  Employees
 

              	
                8.1
 

              
	
                 
 

              	
                 
 

              


        1.3             
          Other Definitional and Interpretive Matters.
 

        (a)               
          Unless otherwise expressly provided, for purposes of this
          Agreement, the following rules of interpretation shall apply:
 

        Calculation of Time
          Period.  When calculating the
          period of time before which, within which or following which, any act is
          to be
          done or step taken pursuant to this Agreement, the date that is the reference
          date in calculating such period shall be excluded.  If the last day of such period
          is a
          non-Business Day, the period in question shall end on the next succeeding
          Business Day.
 

        Dollars. 
Any
          reference in this Agreement to $
          shall mean U.S. dollars.
 

        Exhibits/Schedules. 
The
          Exhibits and Schedules to this
          Agreement are hereby incorporated and made a part hereof and are an integral
          part of this Agreement.  All
          Exhibits and Schedules annexed hereto or referred to herein are hereby
          incorporated in and made a part of this Agreement as if set forth in full
          herein.  Any capitalized terms used
          in any Schedule or Exhibit but not otherwise defined therein shall be defined
          as
          set forth in this Agreement.
 

        Gender and Number. 
Any
          reference in this Agreement to
          gender shall include all genders, and words imparting the singular number
          only
          shall include the plural and vice versa.
 

        Headings. 
The
          provision of a Table of Contents,
          the division of this Agreement into Articles, Sections and other subdivisions
          and the insertion of headings are for convenience of reference only and
          shall
          not affect or be utilized in construing or interpreting this Agreement.  All references in this Agreement
          to any
“Section” are to the corresponding Section of this Agreement unless otherwise
          specified.
 

        Herein. 
The
          words such as “herein,”
“hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and
          not merely to a subdivision in which such words appear unless the context
          otherwise requires.
 

        Including. 
The
          word “including” or any variation
          thereof means (unless the context of its usage requires otherwise) “including,
          but not limited to,” and shall not be construed to limit any general statement
          that it follows to the specific or similar items or matters immediately
          following it.
 

        (b)              
          The parties hereto have participated jointly in the negotiation
          and drafting of this Agreement and, in the event an ambiguity or question
          of
          intent or interpretation arises, this Agreement shall be construed as jointly
          drafted by the parties hereto and no presumption or burden of proof shall
          arise
          favoring or disfavoring any party by virtue of the authorship of any provision
          of this Agreement.
 

        Article
          II

PURCHASE AND
SALE
          OF ASSETS; ASSUMPTION OF
          LIABILITIES
 

        2.1             
          Purchase and Sale
          of Assets. 
          On the terms and subject to the conditions set forth in this Agreement,
          at the Closing Purchaser shall purchase, acquire and accept from Sellers,
          and
          Sellers shall sell, transfer, assign, convey and deliver to Purchaser all
          of
          Sellers’ right, title and interest in, to and under the Purchased Assets, free
          and clear of all Liens except for Permitted Exceptions.  “Purchased
          Assets” shall mean all
          of the business, assets, properties, contractual rights, goodwill, going
          concern
          value, rights and claims of any (or any combination) of the Sellers related
          to
          the Business, wherever situated and of whatever kind and nature, real or
          personal, tangible or intangible, whether or not reflected on the books
          and
          records of any of the Sellers (other than the Excluded Assets), including
          each
          of the following assets:
 

        (a)               
          all accounts receivable (including those set forth in Schedule
          2.1(a)) of Sellers relating to or in respect of the Business;
 

        (b)              
          all inventory (including those items set forth in Schedule
          2.1(b)) used or held for use in the Business;
 

        (c)               
          all tangible personal property (including those items set
          forth in
Schedule 2.1(c)) used or useful in the Business, including Furniture and
          Equipment, other than such tangible personal property which is an Excluded
          Asset;
 

        (d)              
          all deposits (including customer deposits and security for
          rent,
          electricity, telephone or otherwise) and prepaid charges and expenses,
          including
          any prepaid rent, of Sellers relating to or in respect of the Business;
 

        (e)               
          the Purchased Intellectual Property and the Purchased
          Technology;
 

        (f)                
          all rights of Sellers under the Purchased Contracts, including
          all
          claims or causes of action with respect to the Purchased Contracts;
 

        (g)               
          all Documents that are related to the Business, including
          Documents relating to products, services, marketing, advertising, promotional
          materials, Purchased Intellectual Property, personnel files for Transferred
          Employees and all files, customer files and documents (including credit
          information), supplier lists, records, literature and correspondence, but
          excluding personnel files for Employees of Sellers who are not Transferred
          Employees; 
 

        (h)                 
          all Permits, including Environmental Permits, used by any
          of the
          Sellers in the Business (which includes all Permits necessary to conduct
          the
          Business as currently conducted) and all rights, and incidents of interest
          therein;
 

        (i)                
          all supplies owned by any of the Sellers and used or held
          for use
          in connection with the Business;
 

        (j)              
          all rights of Sellers under non-disclosure or confidentiality,
          non-compete, or non-solicitation agreements with Former Employees, Employees
          and
          agents of any of the Sellers or with third Persons to the extent relating
          to the
          Business or the Purchased Assets (or any portion thereof);
 

        (l)                 
          all rights of Sellers under or pursuant to all warranties,
          representations and guarantees made by suppliers, manufacturers and contractors
          to the extent relating to products sold or services provided to Sellers
          and
          affecting any Purchased Assets;
 

        (l)             
          all third-party property and casualty insurance proceeds,
          and all
          rights to third-party property and casualty insurance proceeds, in each
          case to
          the extent received or receivable in respect of the Business; and
 

        (m)               
          all goodwill and other intangible assets associated with
          the
          Business, including the goodwill associated with the Purchased Intellectual
          Property and the personal goodwill associated with the Executive.
 

        2.2             
          Excluded Assets. 
          Nothing herein contained shall be deemed to sell, transfer, assign
          or
          convey the Excluded Assets to Purchaser, and Sellers shall retain all right,
          title and interest to, in and under the Excluded Assets.  “Excluded
          Assets” shall mean each
          of the following assets:
 

        (a)               
          Cash;
 

        (b)              
          the Excluded Contract; 
 

        (c)               
          all minute books, organizational documents, stock registers
          and
          such other books and records of IFS and LWR as pertain to ownership,
          organization or existence of such of the Sellers and duplicate copies of
          such
          records as are necessary to enable Sellers to file Tax Returns; and
 

        (d)              
          those assets listed or otherwise specifically described on
          Schedule 2.2(d).
 

            2.3    Assumption
          of Liabilities. 
          On the terms and subject to the conditions set forth in this Agreement,
          at the Closing Purchaser shall (or shall cause its designated Affiliate
          or
          Affiliates to) assume, effective as of the Closing, the following liabilities
          of
          Sellers (collectively, the “Assumed
          Liabilities”):
 

        (f)                
          all Liabilities of Sellers under the Purchased Contracts
          that
          arise out of or relate to the period from and after the Closing Date;
 

        (g)               
          all trade accounts payable and other similar accrued Liabilities
          of the Sellers as of the Closing Date arising in the Ordinary Course of
          Business
          prior to such date;
 

        (h)               
          all Liabilities for Transfer Taxes; and
 

        (i)                 
          those Liabilities listed or otherwise specifically described
          on
Schedule 2.3(d).
 

        2.4             
          Excluded Liabilities. 
          Purchaser will not assume or be liable for any Excluded Liabilities.  Sellers shall timely perform,
          satisfy
          and discharge in accordance with their respective terms all Excluded
          Liabilities.  “Excluded
          Liabilities” shall mean
          all Liabilities of any (or any combination) of the Sellers arising out
          of,
          relating to or otherwise in respect of the Business before the Closing
          Date,
          other than the Assumed Liabilities, and all other Liabilities of Sellers,
          including the following Liabilities:
 

        (a)               
          all Liabilities (other than those specifically assumed pursuant
          to
Section 2.3(b)) in respect of any products sold and/or services performed
          by Sellers in the conduct and operation of the Business before the Closing
          Date;
 

        (b)              
          all Environmental Costs and Liabilities, to the extent arising
          out
          of or otherwise related to (i) the ownership or operation by any of the
          Sellers of (A) the Seller Properties (or any condition thereon) prior to
          the Closing Date (including (i) the Release or continuing Release (if
          existing as of the Closing) of any Hazardous Material, regardless of by
          whom or
          (ii) any noncompliance with Environmental Laws), (B) the Business
          prior to the Closing Date, (C) the Excluded Assets or any other real
          property formerly owned, operated, leased or otherwise used by any of the
          Sellers or (ii) from the offsite transportation, storage disposal, treatment
          or
          recycling of Hazardous Material generated by and taken offsite by or on
          behalf
          of any of the Sellers prior to and through the Closing Date;
 

        (c)               
          except to the extent specifically provided in
Article VIII, all Liabilities arising out of, relating to or
          with
          respect to (i) the employment or performance of services, or termination of
          employment or services by any of the Sellers or any of their respective
          Affiliates of any individual on or before the Closing Date, (ii) workers’
compensation claims against any of the Sellers that relate to the period
          on or
          before the Closing Date, irrespective of whether such claims are made prior
          to
          or after the Closing or (iii) any Employee Benefit Plan;
 

        (d)              
          all Liabilities arising out of, under or in connection with
          Contracts of any of the Sellers that are not Purchased Contracts and, with
          respect to Purchased Contracts,
 

        (e)               
          Liabilities in respect of a breach by or default accruing
          under
          such Contracts with respect to any period prior to Closing;
 

        (f)                
          all Liabilities arising out of, under or in connection with
          any
          Indebtedness of Sellers (other than such Indebtedness specifically assumed
          pursuant to Section 2.3(d));
 

        (g)               
          all Liabilities for (i) Taxes of Sellers, (ii) Taxes that
          relate
          to the Purchased Assets or the Assumed Liabilities for taxable periods
          (or
          portions thereof) ending on or before the Closing Date, including, without
          limitation, Taxes allocable to Sellers pursuant to Section 11.2 and the
          obligations in respect of payroll and sales taxes as of the Closing Date,
          and
          (iii) payments under any Tax allocation, sharing or similar agreement;
 

        (h)               
          all Liabilities in respect of any pending or threatened Legal
          Proceeding, or any claim arising out of, relating to or otherwise in respect
          of
          (i) the operation of the Business to the extent such Legal Proceeding or
          claim
          relates to such operation prior to the Closing Date, (ii) any Excluded
          Asset, or
          (iii) the accident involving Justin S. Dudenhoeffer, then an employee of
          IFS, in
          Andrews County, Texas on August 24, 2007;
 

        (i)                 
          all Liabilities of any (or any combination) of the Sellers
          based
          upon, attributable to or arising under this Agreement; and
 

        (j)                
          all Liabilities relating to any dispute with any client or
          customer of the Business existing as of the Closing Date or based upon,
          relating
          to or arising out of events, actions, or failures to act prior to the Closing
          Date.
 

        2.5             
          Further Conveyances and Assumptions; Consent of Third
          Parties.
 

        (a)               
          From time to time following the Closing and except as prohibited
          by Law, each of Sellers shall, or shall cause their respective Affiliates
          to,
          make available to Purchaser such data in personnel records of Transferred
          Employees as is reasonably necessary for Purchaser to transition such Employees
          into Purchaser’s records.
 

        (b)              
          From time to time following the Closing, each of Sellers
          and
          Purchaser shall, and shall cause their respective Affiliates to, execute,
          acknowledge and deliver all such further conveyances, notices, assumptions,
          releases and aquittances and such other instruments, and shall take such
          further
          actions, as may be necessary or reasonably appropriate to assure fully
          to
          Purchaser and its respective successors or assigns, all of the properties,
          rights, titles, interests, estates, remedies, powers and privileges intended
          to
          be conveyed to Purchaser under this Agreement and the Seller Documents
          and to
          assure fully to each of the Sellers and their respective Affiliates and
          their
          successors and assigns, the assumption of the liabilities and obligations
          intended to be assumed by Purchaser under this Agreement and the Seller
          Documents, and to otherwise make effective the transactions contemplated
          hereby
          and thereby.  Purchaser shall
          reimburse Sellers promptly for any out-of-pocket costs and expenses incurred
          by
          Sellers in performing their obligations under this Section 2.5(b) upon
          presentation by Sellers to Purchaser of invoices or other reasonably documented
          evidence thereof.
 

        (c)               
          Nothing in this Agreement nor the consummation of the transactions
          contemplated hereby shall be construed as an attempt or agreement to assign
          any
          Purchased Asset, including any Contract, Permit, certificate, approval,
          authorization or other right, which by its terms or by Law is nonassignable
          without the consent of a third party or a Governmental Body or is cancelable
          by
          a third party in the event of an assignment (“Nonassignable Assets”) unless
          and until such consent shall have been obtained.  Each of Sellers shall, and shall
          cause
          their respective Affiliates to, use its best efforts to cooperate with
          Purchaser
          at its request in endeavoring to obtain such consents promptly.  To the extent permitted by applicable
          Law, in the event consents to the assignment thereof cannot be obtained,
          such
          Nonassignable Assets shall be held, as of and from the Closing Date, by
          the
          applicable Seller or the applicable Affiliate of any such Seller in trust
          for
          Purchaser and the covenants and obligations thereunder shall be performed
          by
          Purchaser in such Seller’s or such Affiliate’s name and all benefits and
          obligations existing thereunder shall be for Purchaser’s account.  Each of the Sellers shall take
          or cause
          to be taken such actions in its name or otherwise as Purchaser may reasonably
          request so as to provide Purchaser with the benefits of the Nonassignable
          Assets
          and to effect collection of money or other consideration that becomes due
          and
          payable under the Nonassignable Assets, and each of the Sellers or the
          applicable Affiliate of any such Seller shall promptly pay over to Purchaser
          all
          money or other consideration received by it in respect of all Nonassignable
          Assets.  As of and from the Closing
          Date, each of the Sellers on behalf of itself and its Affiliates authorizes
          Purchaser, to the extent permitted by applicable Law and the terms of the
          Nonassignable Assets, at Purchaser’s expense, to perform all the obligations and
          receive all the benefits of such Seller or its Affiliates under the
          Nonassignable Assets and appoints Purchaser its attorney-in-fact to act
          in its
          name on its behalf or in the name of the applicable Affiliate of such Seller
          and
          on such Affiliate’s behalf with respect thereto.  Purchaser shall reimburse Sellers
          promptly for any out-of-pocket costs and expenses incurred by Sellers in
          performing their obligations under this Section 2.5(c) upon presentation
          by Sellers to Purchaser of invoices or other reasonably documented evidence
          thereof.
 

        2.6             
          [Intentionally omitted].
 

        2.7             
          Purchase Price Allocation. 
          Purchaser and the Sellers have prepared an initial written statement,
          in
          the form of a copy of Form 8594 and any exhibits thereto as attached hereto
          as
Schedule 2.7 (the “Asset
          Acquisition Statement”) allocating the Total Consideration among the
          Purchased Assets.  Purchaser shall
          prepare and deliver to Sellers from time to time revised copies of the
          Asset
          Acquisition Statement (the “Revised
          Statements”) so as to report any matters on the Asset Acquisition
          Statement that need updating (including purchase price adjustments, if
          any,
          pursuant to Article III hereof). 
The Total Consideration
          paid by Purchaser for the Purchased Assets shall
          be allocated in accordance with the Asset Acquisition Statement or, if
          applicable, the last Revised Statements, provided by Purchaser to Sellers,
          and
          all income Tax Returns and reports filed by Purchaser and Sellers shall
          be
          prepared consistently with such allocation.  For purposes of this Section 2.7,
          the Purchased Assets include the covenant not to compete as set forth in
          Section 7.6.
 

        2.8             
          Right to Control Payment. 
          Purchaser shall have the right, but not the obligation, to make
          any
          payment due from any of the Sellers with respect to any Excluded Liabilities
          which are not paid by an
          applicable Seller within five (5) Business Days following written request
          for
          payment from Purchaser; provided, however, that if such applicable
          Seller advises Purchaser in writing during such five (5) Business Day period
          that a good faith payment dispute exists or such Seller has valid defenses
          to
          non-payment with respect to such Excluded Liability, then Purchaser shall
          not
          have the right to pay such Excluded Liability.  Each of the Sellers agrees to reimburse
          Purchaser promptly and in any event within five (5) Business Days following
          written notice of such payment by Purchaser for the amount of any payment
          made
          by Purchaser pursuant to this Section 2.8.
 

        2.9             
          Proration of Certain Expenses. 
          Subject to Section 11.2 with respect to Taxes, all expenses and
          other payments in respect of all rents and other payments (including any
          prepaid
          amounts) due under any leases constituting part of the Purchased Assets
          shall be
          prorated between the Sellers, on the one hand, and Purchaser, on the other
          hand,
          as of the Closing Date.  The Sellers
          shall be responsible for all rents (including any percentage rent, additional
          rent and any accrued tax and operating expense reimbursements and escalations),
          charges and other payments of any kind accruing during any period under
          any such
          leases up to and including the Closing Date.  Purchaser shall be responsible
          for all
          such rents, charges and other payments accruing during any period under
          such
          leases after the Closing Date. 
Purchaser shall pay the full amount
          of any invoices received by it and
          shall submit a request for reimbursement to Sellers for the Sellers’ share of
          such expenses and Sellers shall pay the full amount of any invoices received
          by
          it and Purchaser shall reimburse Sellers for Purchaser’s share of such
          expenses.
 

        2.10         
          Receivables. 
          Each of the Sellers shall provide reasonable assistance to Purchaser
          in
          the collection of accounts receivable. 
If any of the Sellers shall receive
          payment in respect of accounts
          receivable that are included in the Purchased Assets, then any such Seller
          shall
          promptly forward such payment to Purchaser.
 

        Article
          III

CONSIDERATION
 

        3.1             
          Consideration. 
          The aggregate consideration for the Purchased Assets shall be (a)
          an
          amount in cash equal to $6,000,000 (subject to adjustment as provided in
          Section 3.3(a) below, the “Cash Payment”), (b) a promissory
          note in the form of Exhibit A in an original principal amount of
          $3,000,000 (subject to adjustment as otherwise provided herein, the “Purchase Note”, and together
          with the Cash Payment, but subject to adjustment as otherwise provided
          herein,
          the “Purchase Price”), (c)
          the rights to the payments as provided under Section 3.4 (the “Earnout Rights”) and (d)
          the
          assumption of the Assumed Liabilities (together with the Purchase Price
          and the
          Earnout Rights, the “Total
          Consideration”).
 

        3.2             
          Payment of Purchase Price. 
          On the Closing Date, Purchaser shall (a) pay the Cash Payment to
          Sellers,
          which shall be paid by wire transfer of immediately available funds into
          an
          account designated by the Executive in writing not fewer than three Business
          Days prior to the Closing Date and (b) deliver to the Executive the duly
          executed Purchase Note.
 


        3.3             
          Purchase Price Adjustment.
 

        (a)               
          Closing Date Purchase Price Adjustment.
 

        (i)                 
          Not later than three Business Days prior to the Closing Date,
          Sellersshall provide Purchaser with
          an estimated balance sheet of the Business as of the open of business on
          the
          Closing Date (the “Estimated Closing
          Balance Sheet”) and a statement of the estimated Closing Working
          Capital, derived from the Estimated Closing Balance Sheet (“Estimated Closing Working
          Capital”).  The Estimated
          Closing Working Capital shall be prepared by the Sellers in accordance
          with GAAP
          applied using the same accounting methods, practices, principles, policies
          and
          procedures, with consistent classifications, judgments and valuation and
          estimation and accrual methodologies (subject, in each case, to determination
          and compliance with the Agreed Principles) that were used in the preparation
          of
          the Business’s Financial Statements for the most recent fiscal year end as if
          such Estimated Closing Working Capital were being prepared as of a fiscal
          year
          end.
 

        (ii)               
          If Estimated Closing Working Capital is less than Target
          Working
          Capital, then the Cash Payment portion of the Purchase Price payable at
          Closing
          will be decreased by an amount equal to such difference between Estimated
          Closing Working Capital and Target Working Capital.  If Estimated Closing Working Capital
          is
          more than Target Working Capital, then the Cash Payment portion of the
          Purchase
          Price payable at Closing will be increased by an amount equal to twenty-five
          percent (25%) of such difference.
 

        (b)              
          Post-Closing Date Purchase Price Adjustment.
 

        (i)                 
          No later than ninety (90) days after the Closing Date, Purchaser
          shall cause to be prepared the closing statement (the “Closing Statement”), which shall
          set forth therein Purchaser’s calculation of Closing Working Capital.  Purchaser shall cause a copy of
          the
          Closing Statement to be delivered to the Executive on behalf of the Sellers.
 

        (ii)               
          If the Executive (on behalf of the Sellers) disagrees with
          Purchaser’s calculation of Closing Working Capital set forth in the Closing
          Statement, the Executive may, within twenty (20) days after delivery of
          the
          Closing Statement, cause a notice to be delivered to Purchaser disagreeing
          with
          such calculation and setting forth the Sellers’ calculation of such amount.  Any such notice of disagreement
          shall
          specify those items or amounts as to which the Sellers disagree, and the
          Sellers
          shall be deemed to have agreed with all other items and amounts contained
          in the
          Closing Statement and the calculation of Closing Working Capital delivered
          pursuant to Section 3.3(b)(i).
 

        (iii)              
          If a notice of disagreement shall be duly delivered pursuant
          to
Section 3.3(b)(ii), Purchaser and the Executive (on behalf of the
          Sellers) shall, during the fifteen (15) days following such delivery, use
          their
          commercially reasonable efforts to reach agreement on the disputed items
          or
          amounts in order to determine, as may be required, the amount of Closing
          Working Capital, which amount shall not be less than the amount thereof
          shown in
          Purchaser’s calculation delivered pursuant to Section 3.3(b)(i) nor more
          than the amount thereof shown in the Sellers’ calculation delivered pursuant to
Section 3.3(b)(ii).  If the
          parties so resolve all disputes, the computation of Closing Working Capital,
          as
          amended to the extent necessary to reflect the resolution of the dispute,
          shall
          be conclusive and binding on the parties. 
If during such period, Purchaser
          and the Executive are unable to reach an
          agreement, they shall promptly thereafter cause the Independent Valuation
          Firm
          to review this Agreement and the disputed items or amounts for the purpose
          of
          calculating Closing Working Capital (it being understood that in making
          such
          calculation, the Independent Valuation Firm shall be functioning as an
          expert
          and not as an arbitrator).  In
          making such calculation, the Independent Valuation Firm shall consider
          only
          those items or amounts in the Closing Statement and Sellers’ calculation of
          Closing Working Capital as to which Purchaser and Sellers have disagreed.  The Independent Valuation Firm
          shall
          deliver to Purchaser and the Executive, as promptly as practicable (but
          in any
          case no later than thirty (30) days from the date of engagement of the
          Independent Valuation Firm), a report setting forth such calculation.  Such report shall be final and
          binding
          upon Purchaser and Sellers and judgment may be entered to enforce such
          report in
          any court of competent jurisdiction. 
All proceedings conducted by the
          Independent Valuation Firm shall take
          place in Midland, Texas. 
The fees, costs and expenses of
          the Independent Valuation Firm shall be
          allocated to and borne by Purchaser, on the one hand, and Sellers, on the
          other
          hand, based on the inverse of the percentage that the Independent Valuation
          Firm’s determination (before such allocation) bears to the total amount of the
          total items in dispute as originally submitted to the Independent Valuation
          Firm.  For example, should the items
          in dispute total in amount to $1,000 and the Independent Valuation Firm
          awards
          $600 in favor of the Sellers’ position, 60% of the costs of its review would be
          borne by Purchaser and 40% of the costs would be borne by Sellers. 
 

        (iv)               
          Purchaser and Sellers shall, and shall cause their respective
          representatives to, cooperate and assist in the preparation of the Closing
          Statement and the calculation of Closing Working Capital and in the conduct
          of
          the review referred to in this Section 3.3(b), including the making
          available to the extent necessary of books, records, work papers and
          personnel.
 

        (v)             
          If the Final Working Capital is less than Estimated Closing
          Working Capital, then the Purchase Price shall be further decreased by
          reduction
          of the principal amount payable (and any interest accruing with respect
          to such
          principal) under the Purchase Note in an amount equal to the amount by
          which
          Estimated Closing Working Capital exceeds Final Working Capital.  Any reduction of the principal
          amount of
          the Purchase Note as provided in the immediately preceding sentence shall
          be
          applied to such payments of principal thereunder in reverse chronological
          order
          for the installments thereof.  If
          the Final Working Capital exceeds the amount of Estimated Closing Working
          Capital, then the Purchase Price shall be increased by an aggregate amount
          determined as follows:  (x) with
          respect to any amount of such Final Working Capital that is equal to or
          less
          than Target Working Capital, the Purchase Price shall be increased by an
          amount equal to such excess (as a dollar-for-dollar increase) and (y) with
          respect to any amount of such Final Working Capital that is more than Target
          Working Capital, the Purchase Price shall be increased by an amount equal
          to
          twenty-five percent (25%) of such excess. 
Purchaser shall pay the amount
          of increase (if any) in the Purchase Price
          as determined pursuant to the immediately preceding sentence promptly (but
          no
          later than five (5) Business Days after final determination of any such
          applicable amount) by wire transfer of immediately available funds into
          an
          account designated by the Executive. 
“Final
          Working
          Capital” means Closing Working Capital (i) as shown in Purchaser’s
          calculation delivered pursuant to Section 3.3(b)(i) if no notice of
          disagreement with respect thereto is duly delivered pursuant to Section
          3.3(b)(ii); or (ii) if such a notice of disagreement is delivered, (A) as
          agreed by Purchaser and the Executive pursuant to Section 3.3(b)(iii) or
          (B) in the absence of such agreement, as shown in the Independent Valuation
          Firm’s calculation delivered pursuant to Section 3.3(b)(iii);
provided, however, that in no event shall Final Working Capital
          be
          more than the Sellers’ calculation of Closing Working Capital delivered pursuant
          to Section 3.3(b)(ii) or less than Purchaser’s calculation of Closing
          Working Capital delivered pursuant to Section 3.3(b)(i).
 

        3.4             
          Seller’s Earn Out. 
In addition
          to the Purchase Price, Purchaser shall pay to the Executive
          as additional consideration for the purchase of his personal goodwill (as
          part
          of the Purchased Assets) additional earn-out amounts as set forth on Schedule
          3.4 hereto.
 

        Article
          IV

CLOSING AND
          TERMINATION
 

        4.1             
          Closing Date. 
          The consummation of the purchase and sale of the Purchased Assets
          and the
          assumption of the Assumed Liabilities provided for in Article II
          hereof (the “Closing”) shall
          take place at the offices of Maddox, Holloman & Kirksey, P.C., located at
          205 East Bender, Suite 150, Hobbs, New Mexico 88240 (or at such other place
          as
          the parties may designate in writing) at 10:00 a.m. (New Mexico time) on
          a date
          to be specified by the parties (the “Closing Date”), which date shall
          be no later than the third Business Day after satisfaction or waiver of
          the
          conditions set forth in Article IX (other than conditions that by their
          nature are to be satisfied at Closing, but subject to the satisfaction
          or waiver
          of those conditions at such time), unless another time, date or place is
          agreed
          to in writing by the parties hereto.
 

        4.2             
          Termination of Agreement. 
          This Agreement may be terminated prior to the Closing as
          follows:
 

        (a)               
          at the election of Sellers, on the one hand, or Purchaser,
          on the
          other hand, on or after October 31, 2007 (such date, the “Termination Date”), if the
          Closing shall not have occurred by the close of business on such date,
          provided
          that the terminating party is not in material default of any of its obligations
          hereunder; 
 

        (b)              
          by mutual written consent of Sellers and Purchaser;
 

        (c)               
          by written notice from Purchaser to Sellers that there has
          been an
          event, change, occurrence or circumstance that, individually or in the
          aggregate
          with any such events, changes, occurrences or circumstances has had or
          could
          reasonably be expected to have a Material Adverse Effect;
 

        (d)              
          by written notice from Purchaser, if any of the Sellers shall
          have
          breached or failed to perform any of their respective representations,
          warranties, covenants or agreements set forth in this Agreement, or if
          any
          representation or warranty of any of the Sellers shall have become untrue,
          in
          either case such that the conditions set forth in Section 9.1(a) or
9.1(b) would not be satisfied and such breach is incapable of
          being cured
          or, if capable of being cured, shall not have been cured within ten (10)
          days
          following receipt by Sellers of notice of such breach from Purchaser; or
 

        (e)               
          by written notice from Sellers, if Purchaser shall have breached
          or failed to perform any of its representations, warranties, covenants
          or
          agreements set forth in this Agreement, or if any representation or warranty
          of
          Purchaser shall have become untrue, in either case such that the conditions
          set
          forth in Section 9.2(a) or 9.2(b) would not be satisfied and such
          breach is incapable of being cured or, if capable of being cured, shall
          not have
          been cured within ten (10) days following receipt by Purchaser of notice
          of such
          breach from Sellers.
 

        4.3             
          Procedure Upon Termination. 
          In the event of termination and abandonment by Purchaser or
          Sellers, or both,
          pursuant to Section 4.2 hereof, written notice thereof shall
          forthwith be given to the other party or parties, and this Agreement shall
          terminate, and the purchase of the
          Purchased Assets hereunder shall be abandoned, without further action by
          Purchaser or Sellers.
 

        4.4             
          Effect of Termination. 
          In the event that this Agreement is validly terminated as provided
          herein, then each of the parties shall be relieved of their duties and
          obligations arising under this Agreement after the date of such termination
          and
          such termination shall be without liability to Purchaser or Sellers;
provided, however, that (a) the obligations of the parties set
          forth in Articles X and XII hereof shall survive any such
          termination and shall be enforceable hereunder and (b) nothing in this
          Section 4.4 shall relieve Purchaser, Sellers or Owners of any liability
          for a breach of this Agreement prior to the effective date of such
          termination.
 

        Article
          V

REPRESENTATIONS AND
          WARRANTIES OF OWNERS AND SELLERS
 

        Each of the Sellers,
          jointly
          and severally, hereby represents and warrants to Purchaser that (and, for
          purposes of Sections 5.1, 5.2 and 5.3 below, each of the
          Owners also represents and warrants to Purchaser as set forth therein):
 

        5.1             
          Organization and Good Standing. 
          IFS is a corporation duly organized, validly existing and in good
          standing under the laws of the State of New Mexico and has all requisite
          corporate power and authority to own, lease and operate its properties
          and to
          carry on its business as now conducted and as currently proposed to be
          conducted.  LWR is a limited
          liability company duly organized, validly existing and in good standing
          under
          the laws of the State of Mexico and has all requisite
          limited
          liability company power and authority to own, lease and operate its properties
          and to carry on its business as now conducted and as currently proposed
          to be
          conducted.  Each of IFS and LWR is
          duly qualified or authorized to do business and is in good standing under
          the
          laws of each jurisdiction in which it owns or leases real property and
          each
          other jurisdiction in which the conduct of its business or the ownership
          of its
          properties requires such qualification or authorization.  Sellers have delivered to Purchaser
          true, complete and correct copies of IFS’s and LWR’s respective certificate of
          incorporation and by-laws and comparable organizational documents as in
          effect
          on the date hereof.  Neither
          IFS nor LWR owns, directly or indirectly, any capital stock or equity securities
          of any Person.  The Owners represent
          and warrant that all of the outstanding shares of capital stock of IFS
          and LWR
          are owned of record and beneficially, directly or indirectly (as the case may
          be), by the Owners as set forth on Schedule 5.1 and, except as set forth
          on Schedule 5.1, there is no existing option, warrant, call, right or
          Contract to which any of the Sellers or the Owners is a party requiring,
          and
          there are no securities of either IFS or LWR outstanding which upon conversion
          or exchange would require, the issuance, sale or transfer of any additional
          shares of capital stock or other equity securities of IFS or LWR,
          respectively.
 

        5.2             
          Authorization of Agreement.
 

        (a)               
          IFS and LWR each have all requisite power, authority and
          legal
          capacity to execute and deliver this Agreement and has all requisite power,
          authority and legal capacity to execute and deliver each other agreement,
          document, instrument or certificate contemplated by this Agreement or to
          be
          executed by such Seller in connection with the  transactions contemplated
          by this Agreement (together with the Owner Documents, the “Seller Documents”), to perform
          its obligations hereunder and thereunder and to consummate the transactions
          contemplated hereby and thereby. 
The execution, delivery and performance
          of this Agreement and each of the
          Seller Documents and the consummation of the transactions contemplated
          hereby
          and thereby have been duly authorized and approved by all requisite
          organizational action on the part of IFS and LWR.  This Agreement has been, and each
          of the
          Seller Documents will be at or prior to the Closing, duly and validly executed
          and delivered by IFS and LWR and (assuming the due authorization, execution
          and
          delivery by Purchaser) this Agreement constitutes, and each of the Seller
          Documents when so executed and delivered will constitute, legal, valid
          and
          binding obligations of IFS and LWR enforceable against each of them.
 

        (b)              
          Each of the Owners represents and warrants that:  (i) such Owner has
          all requisite
          authority and legal capacity to execute and deliver this Agreement and
          each
          other agreement, document, or instrument or certificate contemplated by
          this
          Agreement or to be executed by such Owner in connection with
          the consummation of the transactions contemplated by this Agreement (the
“Owner Documents”), and to
          consummate the transactions contemplated hereby and thereby, (ii) the execution,
          delivery and performance of this Agreement and each of the Owner Documents,
          and
          the consummation of the transactions contemplated hereby and thereby, has
          been
          duly authorized and approved by all required action on the part of such
          Owner,
          (iii) this Agreement has been, and each of the Owner Documents will be
          at or
          prior to the Closing, duly and validly executed and delivered by such Owner
          and
          (iv) assuming due authorization, execution and delivery by Purchaser, this
          Agreement constitutes, and each of the Owner Documents when so executed
          and
          delivered will constitute, legal, valid and binding obligations of such
          Owner,
          enforceable against such Owner in accordance with its terms.
 

        5.3             
          Conflicts; Consents of Third Parties.
 

        (a)               
          Each of the Sellers and the Owners represents and warrants
          that,
          except as set forth on Schedule 5.3(a), none of the execution and
          delivery by any of the Sellers or the Owners of this Agreement or the Seller
          Documents, the consummation of the transactions contemplated hereby or
          thereby,
          or compliance by Sellers or Owners with any of the provisions hereof or
          thereof
          will conflict with, or result in any violation or breach of, or conflict
          with or
          default (with or without notice or lapse of time, or both) under, or give
          rise
          to a right of termination, cancellation or acceleration of any obligation
          or the
          loss of a material benefit under, or give rise to any obligation of Seller
          or
          Owner to make any payment under, or to the increased, additional, accelerated
          or
          guaranteed rights or entitlements of any Person under, or result in the
          creation
          of any Liens upon any of the properties or assets of any Seller or Owner
          under
          any provision of (i) with respect to IFS, LWR and The Bonnie Lee Spurgeon
          Irrevocable Trust, the certificate of incorporation and by-laws and
          comparable organizational documents (as applicable) thereof; (ii) any
          Contract or Permit to which any of the Sellers or Owners is a party or
          by which
          any of the properties or assets of any of the Sellers or Owners are bound;
          (iii)
          any Order applicable to any of the Sellers or Owners or by which any of
          the
          properties or assets of any of the Sellers or Owners are bound; or (iv)
          any
          applicable Law.
 

        (b)              
          Each of the Sellers and the Owners represents and warrants
          that,
          no consent, waiver, approval, Permit or authorization of or filing with,
          or notification to, any Person or Governmental Body is required on the part
          of any Seller or Owner in connection with (i) the execution and delivery of
          this Agreement or the Seller Documents, the compliance by any of the Sellers
          or
          Owners with any of the provisions hereof and thereof, the consummation
          of the
          transactions contemplated hereby and thereby or the taking by any of the
          Sellers
          or Owners of any other action contemplated hereby or thereby, or (ii) the
          continuing validity and effectiveness immediately following the Closing
          of any
          Contract or Permit of the Business, except as set forth on Schedule
          5.3(b).
 

        5.4             
          Financial Statements.
 

        (a)               
          Sellers have delivered to Purchaser copies of (i) the balance
          sheets of IFS as at March 31, 2007, 2006 and 2005 and the related statements
          of
          income of IFS for the years then ended, (ii) the balance sheets of LWR
          as at
          December 31, 2006 and 2005 and the related statements of income of LWR
          for the
          years then ended, (iii) the balance sheet of IFS as at June 30, 2007 and
          the
          related statement of income of IFS for the three-month period then ended,
          and
          (iv) the balance sheet of LWR as at June 30, 2007 and the related statement
          of income of LWR for the six-month period then ended (such financial statements
          are referred to herein as the “Financial Statements”). 
Each
          of the Financial Statements is
          complete and correct in all material respects, has been prepared in accordance
          with GAAP consistently applied (except (A) for such exceptions as noted on
Schedule 5.4(a) and (B) with respect to interim financial statements, for
          normal recurring year-end adjustments that, individually or in the aggregate,
          would not be material) without modification of the accounting principles
          used in
          the preparation thereof throughout the periods presented and presents fairly
          in
          all material respects the financial position, results of operations and
          cash
          flows of the Business as at the dates and for the periods indicated.
 

        For the purposes hereof,
          the
          balance sheets of each of IFS and LWR as at March 31, 2007 and December
          31,
          2006, respectively, are collectively referred to as the “Balance Sheet” and March 31,
          2007 and December 31, 2006, as applicable in respect of IFS’s and LWR’s
          respective fiscal year-end date, are referred to as the “Balance Sheet Date.”
 

        (b)               
          Sellers make and keep books, records and accounts which,
          in
          reasonable detail, accurately and fairly reflect the transactions and
          dispositions of the Business’s assets. 
Sellers maintain systems of internal
          accounting controls sufficient to
          provide reasonable assurances that: 
(i) transactions are executed in
          accordance with management’s general or
          specific authorization; (ii) transactions are recorded as necessary to
          permit
          the preparation of financial statements in conformity with GAAP and to
          maintain
          accountability for assets; (iii) access to assets is permitted only in
          accordance with management’s general or specific authorization; and
          (iv) the recorded accountability for assets is compared with the actual
          levels at reasonable intervals and appropriate action is taken with respect
          to
          any differences.
 

        (c)              
          Sellers have established and maintain controls and procedures
          with
          respect to the Business designed to ensure that material information relating
          to
          the Business is made known to the Business’s principal executive officer and its
          principal financial officer during the respective applicable financial
          presentation periods and, to the Knowledge of Sellers, such controls and
          procedures are effective in timely alerting such principal executive officer
          and
          principal financial officer to material information required to be included
          in
          such financial presentation.
 

        5.5             
          No Undisclosed Liabilities. 
          The Business does not have any Liabilities other than those (i)
          based up,
          attributable to or arising under Contracts that are not due and have not
          arisen
          in respect of any breach of or default under any provision thereof, (ii)
          specifically reflected in, fully reserved against or otherwise described
          in the
          Balance Sheet or the notes thereto, (iii) incurred in the Ordinary Course
          of
          Business since the Balance Sheet Date, or (iv) that are immaterial to the
          Business.
 

        5.6             
          Title to Purchased Assets; Sufficiency. 
          Sellers own and have good title to the Purchased Assets, free and
          clear
          of all Liens other than Permitted Exceptions.  The Purchased Assets constitute
          all of
          the properties and assets used in or held for use in the Business, except
          as set
          forth on Schedule 5.6, and are sufficient for Purchaser to conduct the
          Business from and after the Closing Date without interruption and in the
          Ordinary Course of Business, as it has been conducted by Sellers.
 

        5.7             
          Absence of Certain Developments. 
          Except as expressly contemplated by this Agreement or as set forth
          on
Schedule 5.7, since the Balance Sheet Date, (i) Sellers
          have conducted the
          Business only in the Ordinary Course of Business and (ii) there has not
          been any
          event, change, occurrence or circumstance that, individually or in the
          aggregate
          with any such events, changes, occurrences or circumstances, has had or
          could
          reasonably be expected to have a Material Adverse Effect.  Without limiting the generality
          of the
          foregoing, except as set forth on Schedule 5.7 since the Balance Sheet
          Date:
 

        (i)                 
          there has not been any damage, destruction or loss, whether
          or not
          covered by insurance, with respect to the Purchased Assets having a replacement
          cost of more than $15,000 for any single loss or $25,000 for all such
          losses;
 

        (ii)               
          there has not been any declaration, setting aside or payment
          of
          any dividend or other distribution in respect of any shares of capital
          stock of
          IFS or LWR or any repurchase, redemption or other acquisition by IFS or
          LWR of
          any outstanding shares of capital stock or other securities of, or other
          ownership interest in, either IFS or LWR;
 

        (iii)              
          except in the Ordinary Course of Business, Sellers have not
          awarded or paid any bonuses to Former Employees or Employees, except to
          the
          extent accrued on the Balance Sheet or entered into any employment, deferred
          compensation, severance or similar agreement (nor amended any such agreement)
          or
          agreed to increase the compensation payable or to become payable by it
          to any of
          IFS’s or LWR’s, or any of the Business’s, directors, officers, employees, agents
          or representatives or agreed to increase the coverage or benefits available
          under any severance pay, termination pay, vacation pay, company awards,
          salary
          continuation for disability, sick leave, deferred compensation, bonus or
          other
          incentive compensation, insurance, pension or other employee benefit plan,
          payment or arrangement made to, for or with such directors, officers, employees,
          agents or representatives;
 

        (iv)             
          there has not been any change by Sellers in accounting or
          Tax
          reporting principles, methods or policies applicable to the Business;
 

        (v)               
          Sellers have not made or rescinded any election relating
          to Taxes
          or settled or compromised any claim, action, suit, litigation, proceeding,
          arbitration, investigation, audit or controversy relating to Taxes, or
          except as
          may be required by applicable law, made any change to any of its methods
          of
          reporting income or deductions for federal income tax purposes from those
          employed in the preparation of its most recently filed federal tax returns,
          in
          each case, to the extent related to the Business, the Purchased Assets
          or the
          Assumed Liabilities;
 

        (vi)             
          Sellers have not failed to promptly pay and discharge current
          liabilities of the Business except for liabilities not material in amount
          that
          are disputed in good faith by appropriate proceedings;
 

        (vii)            
          IFS and LWR have not made any capital investment in, any
          loan to,
          or any acquisition of the securities or assets of, any other Person;
 

        (viii)          
          Sellers have not mortgaged, pledged or subjected to any Lien
          any
          of the Business’s assets, or acquired any assets or sold, assigned, transferred,
          conveyed, leased or otherwise disposed of any assets of the Business, except
          for
          assets acquired or sold, assigned, transferred, conveyed, leased or otherwise
          disposed of in the Ordinary Course of Business;
 

        (ix)             
          Sellers have not discharged or satisfied any Lien, or paid
          any
          obligation or Liability (in each case as applicable to the Business and
          the
          Purchased Assets), except in the Ordinary Course of Business;
 

        (x)               
          Sellers have not canceled or compromised any debt or claim
          or
          amended, modified, canceled, terminated, relinquished, waived or released
          any
          Contract or right except in the Ordinary Course of Business and which,
          in the
          aggregate, would not be material to the Business;
 

        (xi)             
          Neither Sellers nor the Business has issued, created, incurred,
          assumed or guaranteed any Indebtedness, except in the Ordinary Course of
          Business;
 

        (xii)            
          Sellers have not made or committed to make any capital
          expenditures in respect of the Business other than such expenditures arising
          in
          the Ordinary Course of Business;
 

        (xiii)          
          Sellers have not instituted or settled any material Legal
          Proceeding applicable to the Business, the Purchased Assets or the Assumed
          Liabilities; 
 

        (xiv)          
          Sellers have not granted any license or sublicense of any
          rights
          under or with respect to any Purchased Intellectual Property;
 

        (xv)           
          Sellers have not made any loan to, or entered into any other
          transaction with, any of its shareholders (including, without limitation,
          the
          Owners), Affiliates, officers, directors, partners or employees as obligations
          of the Business, the Purchased Assets or otherwise as Assumed Liabilities;
          and

 

        (xvi)          
          Sellers have not agreed, committed, arranged or entered into
          any
          understanding to do anything set forth in this Section 5.7.
 

        5.8         
          Taxes.
 

        (a)               
          (i) All Tax Returns required to be filed by or on behalf
          of each
          of Sellers and any Affiliated Group of which any of the Sellers is or was
          a
          member relating to the Business or the Purchased Assets have been duly
          and
          timely filed with the appropriate Taxing Authority in all jurisdictions
          in which
          such Tax Returns are required to be filed, and all such Tax Returns are
          true,
          complete and correct in all material respects; and (ii) all Taxes relating
          to
          the Business or the Purchased Assets have been fully and timely paid.
 


        (b)              
          All deficiencies asserted or assessments made as a result
          of any
          examinations by any Taxing Authority of the Tax Returns relating to the
          Purchased Assets or the Business have been fully paid, and there are no
          other
          audits or investigations by any Taxing Authority in progress, and Sellers
          have
          not received any notice from any Taxing Authority that it intends to conduct
          such an audit or investigation relating to the Purchased Assets or the
          Business.  No issue has been raised
          by written inquiry of any Governmental Authority, which, by application
          of the
          same principles, would reasonably be expected to affect the Tax treatment
          of the
          Purchased Assets, the Assumed Liabilities or the Business in any taxable
          period
          (or portion thereof) ending after the Closing Date.
 

        (c)               
          Schedule 5.8(c) lists (i) all types of Taxes paid, and all
          types of Tax Returns filed by or on behalf of Sellers in connection with,
          or
          with respect to, the Purchased Assets or the Business and (ii) all of the
          jurisdictions that impose such Taxes or with respect to which Sellers have
          a
          duty to file such Tax Returns. 
Sellers have made available complete
          copies of material Tax Returns
          relating to the Purchased Assets or the Business relating to taxable periods
          that ended after December 31, 2003.
 

        (d)              
          Sellers have complied in all material respects with all applicable
          Laws relating to the payment and withholding of Taxes and have duly and
          timely
          withheld and paid over to the appropriate Taxing Authorities all amounts
          required to be so withheld and paid over under all applicable Laws.
 

        (e)               
          No claim has been made by a Taxing Authority in a jurisdiction
          in
          which Sellers do not currently file a Tax Return such that the Sellers
          (in
          respect of the Business and the Purchased Assets), the Business or the
          Purchased
          Assets are or may be subject to taxation by that jurisdiction.  
 

        (f)                
          No agreement, waiver or other document or arrangement extending
          or
          having the effect of extending the period for assessment or collection
          of Taxes
          (including, but not limited to, any applicable statute of limitation) or
          the
          period for filing any Tax Return, in each case with respect to the Business
          or
          the Purchased Assets, has been executed or filed with any Taxing Authority
          by or
          on behalf of any of the Sellers. 
Sellers have not requested any
          extension of time within which to file any
          Tax Return with respect to the Business or the Purchased Assets, which
          Tax
          Return has since not been filed. 
Sellers have not executed or entered
          into any agreement with, or obtained
          any consents or clearances from, any Taxing Authority, or has been subject
          to
          any ruling guidance specific to any of the Sellers, that would be binding
          on
          Purchaser for any taxable period (or portion thereof) ending after the
          Closing
          Date.
 

        (g)               
          There are no Liens for Taxes upon the Purchased Assets, except
          for
          Permitted Exceptions.
 

        (h)               
          None of the
          Purchased
          Assets is an interest (other than indebtedness within the meaning of section
          163
          of the Code) in an entity taxable as a corporation, partnership, trust
          or real
          estate mortgage investment conduit for federal income tax
          purposes.
 

        (i)                  No
          power of attorney with respect to any Tax matter is currently in force
          with
          respect to the Purchased Assets or the Business that would, in any manner,
          bind,
          obligate or restrict Purchaser.
 

        5.9         
          Real Property.
 

        (a)               
          Other than such real property and interests therein subject
          to the
          Closing Real Property Leases (each individually a “Seller Property” and
          collectively the “Seller
          Properties”) and the lease described on Schedule 5.9, there is no
          real property or interest in real property (including any interest in
          improvements or easements appurtenant thereto) owned, occupied or held
          for use
          in connection with the Business or the Purchased Assets or which is necessary
          for the continued operation of the Business and the Purchased Assets as
          currently conducted and operated. 
All of the Seller Properties and
          buildings, fixtures and improvements
          thereon (i) are in good operating condition without structural defects,
          and all
          mechanical and other systems located thereon are in good operating condition,
          and no condition exists requiring material repairs, alterations or corrections
          and (ii) are suitable, sufficient and appropriate in all respects for their
          current and contemplated uses.  None
          of the improvements located on the Seller Properties constitute a legal
          non-conforming use or otherwise require any special dispensation, variance
          or
          special permit under any Laws. 
Seller Properties are not subject
          to any leases, rights of first refusal,
          options to purchase or rights of occupancy, except as provided in the Closing
          Real Property Leases.
 

        (b)              
          Upon execution and delivery thereof, Purchaser will have
          a valid,
          binding and enforceable leasehold interest as a lessee under each of the
          Closing
          Real Property Leases, free and clear of all Liens other than Permitted
          Exceptions.
 

        (c)               
          Sellers have all material certificates of occupancy and Permits
          of
          any Governmental Body necessary or useful for the current use and operation
          of
          each Seller Property, and Sellers have fully complied with all material
          conditions of the Permits applicable to them.  No default or violation, or event
          that
          with the lapse of time or giving of notice or both would become a default
          or
          violation, has occurred in the due observance of any Permit.  
 

        (d)              
          There does not exist any actual or, to the Knowledge of Sellers,
          threatened or contemplated condemnation or eminent domain proceedings that
          affect any Seller Property or any part thereof, and none of the Sellers
          has
          received any notice of the intention of any Governmental Body or other
          Person to
          take or use all or any part thereof.
 

        (e)               
          Other than as contemplated in this Agreement, Sellers are
          not
          obligated under or a party to, any option, right of first refusal or other
          contractual right to purchase, acquire, sell, assign or dispose of any
          real
          estate or any portion thereof or interest therein relating to the Business
          or
          the Purchase Assets.
 

        5.10         
          Tangible Personal Property. 
          
 

        (a)               
          IFS and LWR have good and marketable title to all of the
          items of
          tangible personal property used or held for use in the Business (except
          as sold
          or disposed of subsequent to the date thereof in the Ordinary Course of
          Business and not in violation of this Agreement), free and clear of any
          and all
          Liens, other than Permitted Exceptions. 
All such items of tangible personal
          property which, individually or in
          the aggregate, are material to the operation of the Business are in good
          condition and in a state of good maintenance and repair (ordinary wear
          and tear
          excepted) and are suitable for the purposes used or proposed to be used.
 

        (b)               
          Schedule 5.10 sets forth all leases of personal property
          (“Personal Property Leases”)
          involving annual payments in excess of $5,000 relating to personal property
          used
          in the Business or by which the Business or any of the Purchased Assets
          is
          bound.  All of the items of personal
          property under the Personal Property Leases are in good condition and repair
          (ordinary wear and tear excepted) and are suitable for the purposes used,
          and
          such property is in all material respects in the condition required of
          such
          property by the terms of the lease applicable thereto during the term of
          the
          lease.  
 

        5.11         
          Intellectual Property.
 

        (a)               
          Schedule 5.11(a) sets forth an accurate and complete list
          of all Patents, registered Marks, pending applications for registration
          of
          Marks, unregistered Marks, registered Copyrights, and pending applications
          for
          registration of Copyrights included in the Purchased Intellectual Property.  Schedule 5.11(a) lists (i) the
          jurisdictions in which each such item of Purchased Intellectual Property
          has
          been issued, registered, otherwise arises or in which any such application
          for
          such issuance and registration has been filed and (ii) the registration
          or
          application date, as applicable. 

 

        (b)              
          Except as disclosed in Schedule 5.11(b), Sellers (either
          individually or collectively) are the sole and exclusive owner of all right,
          title and interest in and to all of the Purchased Intellectual Property
          and each
          of the Copyrights in any works of authorship prepared by or for any of
          the
          Sellers that resulted from or arose out of any work performed by or on
          behalf of
          any of the Sellers or by any employee, officer, consultant or contractor
          of any
          of them.  To the Knowledge of
          Sellers, Sellers (either individually or collectively, as applicable),
          are the
          sole and exclusive owner of, or have valid and continuing rights to use,
          sell
          and license, as the case may be, all other Purchased Intellectual Property
          as
          the same is used, sold and licensed in the Business as presently conducted
          and
          proposed to be conducted, free and clear of all Liens or obligations to
          others
          (except for those specified licenses included in Schedule 5.11(e)). There
          are no Orders to which any of the Sellers is a party or by which any of
          the
          Sellers are bound which restrict, in any material respect, any rights to
          any
          Purchased Intellectual Property. 
The consummation of the transactions
          contemplated hereby will not result
          in the loss or impairment of Purchaser’s right to own or use any of the
          Purchased Intellectual Property.
 

        (c)               
          The Purchased Intellectual Property, the manufacturing, licensing,
          marketing, importation, offer for sale, sale or use of any products and
          services
          in connection with the Business as presently and as currently proposed
          to be
          conducted, and the present and currently proposed business practices, methods
          and operations of Sellers do not infringe, constitute an unauthorized use
          of,
          misappropriation or violate any Copyright, Mark, Patent, Trade Secret or
          other
          similar right of any Person and, to the Knowledge of Sellers, do
          not infringe, constitute an unauthorized use of, misappropriate, dilute or
          violate any other Intellectual Property or other right of any Person (including
          pursuant to any non-disclosure agreements or obligations to which any of
          the
          Sellers or any of the Employees or Former Employees is a party).  The Purchased Intellectual Property
          and
          the Intellectual Property Licenses include all of the Intellectual Property
          necessary and sufficient to enable Sellers to conduct the Business in the
          manner
          in which such Business is currently being conducted and proposed to be
          conducted.  Sellers have, and will
          transfer to Purchaser at the Closing, good and valid title to the Purchased
          Intellectual Property and Intellectual Property Licenses, free and clear
          of all
          Liens other than Permitted Exceptions.
 

        (d)               
          Except with respect to licenses of commercial off-the-shelf
          Software available on reasonable terms for a license fee of no more than
          $5,000,
          and except pursuant to the Intellectual Property Licenses listed in Schedule
          5.11(e), none of the Sellers is required, obligated, or under any liability
          whatsoever, to make any payments by way of royalties, fees or otherwise
          to any
          owner, licensor of, or other claimant to, any Purchased Intellectual Property,
          or any other Person, with respect to the use thereof or in connection with
          the
          conduct of the Business as currently conducted or proposed to be conducted.
 

        (e)                
          Schedule 5.11(e) sets forth a complete and accurate list of
          all Contracts (i) to which any of the Sellers is a party and relating to
          the
          conduct and operation of the Business and the Purchased Assets (A) granting
          any
          Intellectual Property License, (B) containing a covenant not to compete
          or
          otherwise limiting its ability to (x) exploit fully any of the Purchased
          Intellectual Property or (y) conduct the Business in any market or geographical
          area or with any Person or (ii) to which any of the Sellers is a party
          and
          relating to the conduct and operation of the Business and the Purchased
          Assets
          containing an agreement to indemnify any other Person against any claim
          of
          infringement, unauthorized use, misappropriation, dilution or violation
          of
          Intellectual Property.
 

        (f)               
          Sellers have taken adequate security measures to protect
          the
          secrecy, confidentiality and value of all the Trade Secrets included in
          the
          Purchased Intellectual Property and any other non-public, proprietary
          information included in the Purchased Technology, which measures are reasonable
          in the industry in which the Business operates.
 

        (g)               
          To the Knowledge of Sellers, no Person is infringing, violating,
          misusing or misappropriating any Purchased Intellectual Property, and no
          such
          claims have been made against any Person by any of the Sellers.  
 

        5.12         
          Contracts.

 

        (a)               
          Schedule 5.12(a) sets forth, by reference to the applicable
          subsection of this Section 5.12(a), all of the following Contracts
          relating to the conduct and operation of the Business to which any of the
          Sellers is a party or by which the Business or any of the Purchased Assets
          is
          bound:
 

        (i)                 
          Contracts with any current or former officer, director,
          stockholder, Employee (including any labor union or association representing
          any
          Employee) or Affiliate of any of the Sellers, including any management
          service, employment, consulting or other similar type of contract or
          agreement;
 

        (ii)              
          Contracts for the sale of any of the assets of Sellers other
          than
          in the Ordinary Course of Business or for the grant to any Person of any
          preferential rights to purchase any such Seller’s assets;
 

        (iii)             
          Contracts for joint ventures, strategic alliances, partnerships,
          licensing arrangements, or sharing of profits or proprietary information;
 

        (iv)               
          Contracts containing covenants of a Seller not to compete
          in any
          line of business or with any Person in any geographical area or not to
          solicit
          or hire any Person with respect to employment or covenants of any other
          Person
          not to compete with any Seller in any line of business or in any geographical
          area or not to solicit or hire any Person with respect to employment;
 

        (v)             
          Contracts relating to the acquisition (by merger, purchase
          of
          stock or assets or otherwise) by any Seller of any operating business or
          material assets or the capital stock of any other Person;
 

        (vi)            
          Contracts relating to the incurrence, assumption or guarantee
          of
          any Indebtedness or imposing a Lien on any of the assets, including indentures,
          guarantees, loan or credit agreements, sale and leaseback agreements, purchase
          money obligations incurred in connection with the acquisition of property,
          mortgages, pledge agreements, security agreements, or conditional sale
          or title
          retention agreements;
 

        (vii)          
          all Contracts providing for payments by or to any of the
          Sellers
          in excess of $10,000 in any fiscal year or $50,000 in the aggregate during
          the
          term thereof;
 

        (viii)             
          all Contracts (or group of related Contracts) requiring
          performance by any party for a period of one year or more or requiring
          any
          Seller to purchase or sell a stated portion of its requirements or outputs;
 

        (ix)               
          Contracts under which any Seller has made advances or loans
          to any
          other Person (other than in respect of account trade payables arising in
          the
          Ordinary Course of Business);
 

        (x)             
          outstanding Contracts of guaranty, surety or indemnification,
          direct or indirect, by any Seller; and
 

        (xi)            
          Contracts otherwise material to the Business.
 

        (b)              
          Each of the Purchased Contracts is in full force and effect
          and is
          the legal, valid and binding obligation of the Sellers (either individually
          or
          collectively) and of the other parties thereto, enforceable against such
          Sellers
          in accordance with its terms and, upon consummation of the transactions
          contemplated by this Agreement, shall, except as otherwise stated in
Schedule 5.12(b), continue in full force and effect without penalty or
          other adverse consequence.  None of
          the Sellers is in default under any Purchased Contract, nor, to the Knowledge
          of
          Sellers, is any other party to any Purchased Contract in breach of or default
          thereunder, and no event has occurred that with the lapse of time or the
          giving
          of notice or both would constitute a breach or default by any of the Sellers
          or
          any other party thereunder.  No
          party to any of the Purchased Contracts has exercised any termination rights
          with respect thereto, and no such party has given notice of any significant
          dispute with respect to any Purchased Contract.  Sellers have, and will transfer
          to
          Purchaser at the Closing, good and valid title to the Purchased Contracts,
          free
          and clear of all Liens other than Permitted Exceptions.
 

        5.13         
          Employee Benefits.
 

        (a)               
          Schedule 5.13(a) sets forth a complete and correct list of:
 (i) all “employee
          benefit plans”, as
          defined in Section 3(3) of ERISA, and all other employee benefit
          arrangements or payroll practices, including bonus plans, consulting or
          other
          compensation agreements, incentive, equity or equity-based compensation,
          or
          deferred compensation arrangements, stock purchase, severance pay, sick
          leave,
          vacation pay, salary continuation, disability, hospitalization, medical
          insurance, life insurance, scholarship programs maintained by any of the
          Sellers
          or to which any of the Sellers contributed or is obligated to contribute
          thereunder for Employees or Former Employees (the “Employee Benefit Plans”), and
          (ii) all “employee pension
          plans”, as defined in Section 3(2) of ERISA, subject to
          Title IV of ERISA or section 412 of the Code, maintained by any of the
          Sellers and any trade or business (whether or not incorporated) which are
          or
          have ever been under common control, or which are or have ever been treated
          as a
          single employer, with any of the Sellers under Sections 414(b), (c), (m) or
          (o) of the Code (“ERISA
          Affiliate”) or to which any of the Sellers and any ERISA Affiliate
          contributed or has ever been obligated to contribute thereunder (the “ERISA Affiliate Plans”). 
Schedule 5.13(a)
          separately
          sets forth each Employee Benefit Plan or ERISA Affiliate Plan which is
          a
          multiemployer plan as defined in Section 3(37) of ERISA (“Multiemployer Plans”), or has
          been subject to Sections 4063 or 4064 of ERISA (“Multiple Employer Plans”).
 

        (b)              
          Each of the Employee Benefit Plans and ERISA Affiliate Plans
          intended to qualify under section 401 of the Code so qualify and the trusts
          maintained thereto are exempt from federal income taxation under
          section 501 of the Code, and, except as disclosed on
Schedule 5.13(b), nothing has occurred with respect to the operation
          of any such plan which could cause the loss of such qualification or exemption
          or the imposition of any liability, penalty or tax under ERISA or the Code.
 

        (c)               
          All contributions and premiums required by Law or by the
          terms of
          any Employee Benefit Plan or ERISA Affiliate Plan or any agreement relating
          thereto have been timely made (without regard to any waivers granted with
          respect thereto) to any funds or trusts established thereunder or in connection
          therewith, and no accumulated funding deficiencies exist in any of such
          plans
          subject to section 412 of the Code, and all contributions for any period
          ending on or before the Closing Date which are not yet due will have been
          paid
          or accrued on or prior to the Closing Date.
 

        (d)              
          The benefit liabilities, as defined in Section 4001(a)(16) of
          ERISA, of each of the Employee Benefit Plans and ERISA Affiliate Plans
          subject
          to Title IV of ERISA using the actuarial assumptions that would be used by
          the Pension Benefit Guaranty Corporation in the event it terminated each
          such
          plan, do not exceed the fair market value of the assets of each such plan.  The liabilities of each Employee
          Benefit
          Plan that has been terminated or otherwise wound up have been fully discharged
          in full compliance with applicable Law.
 

        (e)               
          There has been no “reportable event” as that term is defined in
          Section 4043 of ERISA and the regulations thereunder with respect to any
          of the
          Employee Benefit Plans or ERISA Affiliate Plans subject to Title IV of
          ERISA which would require the giving of notice, or any event requiring
          notice to
          be provided under Section 4041(c)(3)(C) or 4063(a) of ERISA.
 

        (f)                
          There are no pending Legal Proceedings which have been asserted
          or
          instituted against any of the Employee Benefit Plans or ERISA Affiliate
          Plans,
          the assets of any such plans or the Business, or the plan administrator
          or any
          fiduciary of the Employee Benefit Plans or ERISA Affiliate Plans with respect
          to
          the operation of such plans (other than routine, uncontested benefit claims),
          and there are no facts or circumstances which could form the basis for
          any such
          Legal Proceeding.
 

        (g)               
          Each of the Employee Benefit Plans and ERISA Affiliate Plans
          has
          been maintained, in all material respects, in accordance with its terms
          and all
          provisions of applicable Law.  All
          amendments and actions required to bring each of the Employee Benefit Plans
          and
          ERISA Affiliate Plans into conformity in all material respects with all
          of the
          applicable provisions of ERISA and other applicable Laws have been made
          or taken
          except to the extent that such amendments or actions are not required by
          law to
          be made or taken until a date after the Closing Date and are disclosed
          on
Schedule 5.13(g).
 

        (h)               
          Neither the execution and delivery of this Agreement nor
          the
          consummation of the transactions contemplated hereby will (i) result in any
          payment becoming due to any Employee; (ii) increase any benefits otherwise
          payable under any Employee Benefit Plan or ERISA Affiliate Plan; or
          (iii) result in the acceleration of the time of payment or vesting of any
          such benefits.
 

        (i)                 
          None of the Sellers is a party to any contract, plan or commitment
          to create any additional Employee Benefit Plan or ERISA Affiliate Plan,
          or to
          modify any existing Employee Benefit Plan or ERISA Affiliate Plan.
 

        (j)                
          No stock or other security issued by any of the Sellers forms
          or
          has formed a material part of the assets of any Employee Benefit Plan or
          ERISA
          Affiliate Plan.
 

        (k)              
          Any individual who performs services for any of the Sellers
          (other
          than through a contract with an organization other than such individual)
          and who
          is not treated as an employee for federal income tax purposes by any Seller
          is
          not an employee for such purposes.
 


            5.14                 
          Labor.
 

        (a)             
          Except as set forth on Schedule 5.14(a), no Employees
          are represented by any labor organization and there are no labor or collective
          bargaining agreements which pertain to the Employees.  No labor organization or group
          of
          Employees has made a pending demand for recognition, and there are no
          representation proceedings or petitions seeking a representation proceeding
          presently pending or, to the Knowledge of Sellers, threatened to be brought
          or
          filed, with the National Labor Relations Board or other labor relations
          tribunal.  There is no organizing
          activity involving any of the Sellers pending or, to the Knowledge of Sellers,
          threatened by any labor organization or group of Employees.
 

        (b)               
          There are no (i) strikes, work stoppages, slowdowns, lockouts
          or
          arbitrations or (ii) material grievances or other labor disputes pending
          or, to the Knowledge of Sellers, threatened against or involving any of
          the
          Sellers involving any Employee. 
There are no unfair labor practice
          charges, grievances or complaints
          pending or, to the Knowledge of Sellers, threatened by or on behalf of
          any
          Employee or Former Employee.
 

        (c)              
          Each of the Sellers is in compliance, in respect of the conduct
          and operation of the Business and the Purchased Assets, with all Laws relating
          to the employment of labor, including all such Laws relating to wages,
          hours,
          WARN and any similar state or local “mass layoff” or “plant closing” Law,
          collective bargaining, discrimination, civil rights, safety and health,
          workers’
compensation and the collection and payment of withholding and/or social
          security taxes and any similar tax except for immaterial non-compliance.
 

        5.15         
          Litigation. 
          Except as set forth in Schedule 5.15, there is no material
          Legal Proceeding pending or, to the Knowledge of Sellers, threatened against
          any
          of the Sellers (or to the Knowledge of Sellers, pending or threatened,
          against
          any of the officers or directors of any Seller or Employees with respect
          to
          their business activities on behalf of the Business), or to which any Seller
          is
          otherwise a party, before any Governmental Body and relating to the conduct
          and
          operation of the Business and the Purchased Assets.  Except as set forth on Schedule
          5.15, no Seller is subject to any Order or in breach or violation of any
          Order relating to or applying to the Business or any Purchased Assets (or
          by
          which they are bound).  Except as
          set forth on Schedule 5.15, no Seller is engaged in any legal action to
          recover monies due it or for damages sustained by it in the conduct and
          operation of the Business or any Purchased Assets.  There are no Legal Proceedings
          pending
          or, to the Knowledge of Sellers, threatened against any Seller or to which
          any
          Seller is otherwise a party relating to this Agreement or any Seller Document
          or
          the transactions contemplated hereby or thereby.
 

        5.16         
          Compliance with Laws; Permits.
 

        (a)               
          Each of the Sellers is in compliance in all material respects
          with
          all Laws applicable to the operations or assets of the Business, including
          the
          Purchased Assets.  No Seller has
          received any written or other notice of or been charged with the violation
          of
          any Laws relating to or applying to the Business or any Purchased Assets
          (or by
          which they are bound).  To the
          Knowledge of Sellers, no Seller is under investigation with respect to
          the
          violation of any Laws relating to or applying to the Business or any Purchased
          Assets (or by which they are bound) and there are no facts or circumstances
          which could form the basis for any such violation.  None of the Sellers or, to the
          Knowledge
          of Sellers, any director, officer, employee, or other Person associated
          with or
          acting on behalf of the Business or the Purchased Assets, has directly
          or
          indirectly made any contribution, gift, bribe, rebate, payoff, influence
          payment, kickback, or other payment to any Person, private or public, regardless
          of form, whether in money, property or services, in violation of any Law.
 

        (b)               
          Schedule 5.16(b) contains a list of all Permits which
          are required for the operation of the Business as presently conducted and
          as
          presently intended to be conducted (“Seller Permits”), other than
          those the failure of which to possess is immaterial.  IFS and LWR currently have all
          Permits
          which are required for the operation of the Business as presently conducted
          and
          as presently intended to be conducted, other than those the failure of
          which to
          possess is immaterial.  No Seller is
          in default or violation, and no event has occurred which, with notice or
          the
          lapse of time or both, would constitute a default or violation, in any
          material
          respect of any term, condition or provision of any Seller Permit and, to
          the
          Knowledge of Sellers, there are no facts or circumstances which could form
          the
          basis for any such default or violation. 
There are no Legal Proceedings
          pending or, to the Knowledge of Sellers,
          threatened, relating to the suspension, revocation or modification of any
          of the
          Seller Permits.  Except as otherwise
          set forth on Schedule 5.16(b), none of the Seller Permits will be
          impaired or in any way affected by the consummation of the transactions
          contemplated by this Agreement.
 

        5.17         
          Environmental Matters. 
          Except as set forth on Schedule 5.17 hereto:
 

        (a)               
          the operations of the Sellers with respect to the Business,
          are
          and have been in material compliance with all applicable Environmental
          Laws,
          which compliance includes obtaining, maintaining in good standing and complying
          with all Environmental Permits necessary to operate the Business and no
          action
          or proceeding is pending or, to the Knowledge of Sellers, threatened to
          revoke,
          modify or terminate any such Environmental Permit, and, to the Knowledge
          of the
          Sellers, no facts, circumstances or conditions currently exist that could
          adversely affect such continued compliance with Environmental Laws and
          Environmental Permits or require currently unbudgeted capital expenditures
          to
          achieve or maintain such continued compliance with Environmental Laws and
          Environmental Permits; 
 

        (b)              
          with respect to the Business, no Seller is the subject of
          any
          outstanding written order or Contract with any Governmental Body or Person
          respecting (i) Environmental Laws, (ii) Remedial Action or
          (iii) any Release or threatened Release of a Hazardous Material;
 

        (c)               
          to the Knowledge of Sellers, no facts, circumstances or conditions
          exist with respect to the Business or any property currently or formerly
          owned,
          operated or leased by any of the Sellers or any property to which any of
          the
          Sellers arranged for the disposal or treatment of Hazardous Materials that
          could
          reasonably be expected to result in the Business incurring unbudgeted
          Environmental Costs or Liabilities;
 

        (d)              
          to the Knowledge of Sellers, there are no investigations
          of
          previously owned, operated or leased property of any Seller or the Business
          pending or threatened which could lead to the imposition of any
          Environmental Costs or Liabilities or Liens under Environmental Law;
 

        (e)                
          there is not located at any of the Seller Properties, or
          at any
          property previously owned, operated or leased by any Seller, any
          (i) underground storage tanks, (ii) landfill, (iii) surface
          impoundment, (iv) asbestos-containing material or (v)  equipment
          containing polychlorinated biphenyls; and
 

        (f)               
          Sellers have provided to Purchaser all environmentally related
          audits, studies, reports, analyses and results of investigations that have
          been
          performed with respect to any currently or previously owned, leased or
          operated
          properties of the Business.
 

        5.18         
          Insurance. 
          IFS and LWR have insurance policies in full force and effect (a)
          for such
          amounts as are sufficient for all requirements of Law and all Contracts
          to which
          IFS or LWR (as applicable) is a party or by which it is bound with respect
          to
          the conduct and operation of the Business and the Purchased Assets and
          (b) which
          are in such amounts, with such deductibles and against such risks and losses,
          as
          are reasonable for the conduct and operation of the Business and the Purchased
          Assets.  Set forth in Schedule
          5.18 is a list of all insurance policies and all fidelity bonds held by
          or
          applicable to any Seller relating to the conduct or operation of the Business
          or
          the Purchased Assets, setting forth, in respect of each such policy, the
          policy
          name, policy number, carrier, term, type and amount of coverage and annual
          premium, whether the policies may be terminated upon consummation of the
          transactions contemplated hereby and if and to what extent events being
          notified
          to the insurer after the Closing Date are generally excluded from the scope
          of
          the respective policy.  Excluding
          insurance policies that have expired and been replaced in the Ordinary
          Course of
          Business, no insurance policy relating to the operation of the Business
          or the
          Purchased Assets has been cancelled within the last two years and, to the
          Knowledge of Sellers, no threat has been made to cancel any insurance policy
          relating to the operation of the Business or the Purchased Assets during
          such
          period.
 

        5.19         
          Inventories. 
          The inventories of the Business are in good and marketable condition,
          and
          are saleable in the ordinary course of business.  IFS and LWR have valid title to
          all of
          the Business’s inventories free and clear of Liens other than Permitted
          Exceptions.  The inventories of the
          Business constitute sufficient quantities for the normal operation of the
          Business in the Ordinary Course of Business.  
 

        5.20         
          Accounts Receivable and Payable.
 

        (a)               
          All accounts and notes receivable included in the Purchased
          Assets
          have arisen from bona fide transactions in the Ordinary Course of Business
          consistent with past practice and are payable on ordinary trade terms,
          and are
          good and collectible at the recorded amounts thereof.  None of the accounts or the notes
          receivable included in the Purchased Assets (i) are subject to any setoffs
          or
          counterclaims or (ii) represent obligations for goods sold on consignment,
          on
          approval or on sale-or-return basis or subject to any other repurchase
          or return
          arrangement.
 

        (b)              
          All accounts payable included in the Assumed Liabilities
          are the
          result of bona fide transactions arising in the Ordinary Course of Business
          and
          are not yet due and payable.
 

        5.21         
          Related Party Transactions. 
Except
          as set forth on Schedule
          5.21, no Employee, officer, director, shareholder, partner or member of
          any
          Seller, any member of his or her immediate family or any of their respective
          Affiliates (“Related
          Persons”) (i) owes any amount to the Business nor does the Business owe
          any amount to, or has any Seller on behalf of the Business committed to
          make any
          loan or extend or guarantee credit to or for the benefit of, any Related
          Person,
          (ii) is involved in any business arrangement or other relationship with
          any
          Seller in relating to the conduct or operation of the Business or the Purchased
          Assets, (iii) owns any property or right, tangible or intangible, that
          is used
          by Seller in the conduct or operation of the Business or the Purchased
          Assets,
          (iv) has any claim or cause of action against the Business or any Seller
          relating to the conduct or operation of the Business or any of the Purchased
          Assets or (v) owns any direct or indirect interest of any kind in, or controls
          or is a director, officer, employee or partner of, or consultant to, or
          lender
          to or borrower from or has the right to participate in the profits of, any
          Person which is a competitor, supplier, customer, creditor or debtor of
          the
          Business or any Seller relating to the conduct or operation of the Business
          or
          any of the Purchased Assets.
 

        5.22         
          Customers and Suppliers.
 Since
          the Balance Sheet Date, no material
          customer or supplier of the Business has terminated its relationship with
          the
          Business or materially reduced or changed the pricing or other terms of
          its
          business with the Business and, to the Knowledge of Sellers, no material
          customer or supplier of the Business has notified any Seller that it intends
          to
          terminate or materially reduce or change the pricing or other terms of
          its
          business with the Business.  
 

        5.23         
          Product Warranty; Product Liability. 
None
          of the Sellers has any liability
          for replacement or repair of any product manufactured, sold or delivered
          by a
          Seller or the Business or other damages in connection therewith or any
          other
          customer or product obligations not reserved against on the Balance Sheet.  None of the Sellers has in the
          conduct
          or operation of the Business or any of the Purchased Assets sold any products
          or
          delivered any services that included a warranty for a period of longer
          than one
          (1) year.  None of the Sellers has
          any material liability arising out of any injury to individuals or property
          as a
          result of the ownership, possession, or use of any product designed,
          manufactured, assembled, repaired, maintained, delivered, sold or installed,
          or
          services rendered, by or on behalf of the Business.  None of the Sellers has committed
          any
          act or failed to commit any act which would result in, and there has been
          no
          occurrence which would give rise to or form the basis of, any product liability
          or liability for breach of warranty (whether covered by insurance or not)
          on the
          part of Purchaser with respect to products designed, manufactured, assembled,
          repaired, maintained, delivered, sold or installed or services rendered
          by or on
          behalf of a Seller or the Business.
 

        5.24         
          Banks. 
          Schedule 5.24 contains a complete and correct list of (a) the
          names and locations of all banks in which any of the Sellers has accounts
          or
          safe deposit boxes relating to the conduct and operation of the Business,
          (b)
          the account numbers of all such accounts and (c) the names of all persons
          authorized to draw
          thereon or to have access thereto. 
Except as set forth on Schedule 5.24, no person holds a power
          of
          attorney to act on behalf of any of the Sellers in respect of the conduct
          or
          operation of the Business.
 

        Article
          VI

REPRESENTATIONS AND WARRANTIES OF PURCHASER
 

        Purchaser hereby represents
          and warrants to Sellers that:
 

        6.1             
          Organization and Good Standing. 
          Purchaser is a corporation duly organized, validly existing and
          in good
          standing under the laws of the State of Texas.
 

        6.2             
          Authorization of Agreement. 
          Purchaser has full corporate power and authority to execute and
          deliver
          this Agreement and each other agreement, document, instrument or certificate
          contemplated by this Agreement or to be executed by Purchaser in connection
          with
          the consummation of the transactions contemplated hereby and thereby (the
“Purchaser Documents”), and to
          consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance
          by Purchaser of this Agreement and each Purchaser Document have been duly
          authorized by all necessary corporate action on behalf of Purchaser.  This Agreement has been, and each
          Purchaser Document will be at or prior to the Closing, duly executed and
          delivered by Purchaser and (assuming the due authorization, execution and
          delivery by the other parties hereto and thereto) this Agreement constitutes,
          and each Purchaser Document when so executed and delivered will constitute,
          the
          legal, valid and binding obligation of Purchaser, enforceable against Purchaser
          in accordance with its terms.
 

        6.3             
          Conflicts; Consents of Third Parties.
 

        (a)               
          None of the execution and delivery by Purchaser of this Agreement
          and of the Purchaser Documents, the consummation of the transactions
          contemplated hereby or thereby, or the compliance by Purchaser with any
          of the
          provisions hereof or thereof will conflict with, or result in violation
          of or
          default (with or without notice or lapse of time, or both) under, or give
          rise
          to a right of termination or cancellation under any provision of (i) the
          certificate of incorporation and by-laws of Purchaser; (ii) any Contract or
          Permit to which Purchaser is a party or by which any of the properties
          or assets
          of Purchaser are bound; (iii) any Order of any Governmental Body applicable
          to
          Purchaser or by which any of the properties or assets of Purchaser are
          bound; or
          (iv) any applicable Law.
 

        (b)              
          No consent, waiver, approval, Order, Permit or authorization
          of,
          or declaration or filing with, or notification to, any Person or Governmental
          Body is required on the part of Purchaser in connection with the execution
          and
          delivery of this Agreement or the Purchaser Documents or the compliance
          by
          Purchaser with any of the provisions hereof or thereof, except for such
          consents, waivers, approvals, Orders, Permits, authorizations, declarations,
          filings or notifications that, if not obtained, made or given, would not,
          individually or in the aggregate, have a material adverse effect on the
          ability
          of Purchaser to consummate the transactions contemplated by this Agreement.
 

            6.4              
          Litigation. 
          There are no Legal Proceedings pending or, to the knowledge of Purchaser,
          threatened that are reasonably likely to prohibit or restrain the ability
          of
          Purchaser to enter into this Agreement or consummate the transactions
          contemplated hereby.
 

        Article
          VII

COVENANTS
 

        7.1             
          Access to Information. 
          Sellers shall afford to Purchaser and its accountants, counsel and
          other
          representatives full access, during normal business hours upon reasonable
          notice
          throughout the period prior to the Closing, to its properties and facilities
          (including all real property and the buildings, structures, fixtures,
          appurtenances and improvements erected, attached or located thereon), books,
          financial information (including working papers and data in the possession
          of
          Sellers or the Business’s independent public accountants and internal reports),
          Contracts, commitments and records and, during such period, shall furnish
          promptly such information concerning the Business, properties and personnel
          of
          Sellers as Purchaser shall reasonably request; provided, however,
          such investigation shall not unreasonably disrupt the Business’s
          operations.  Prior to the Closing,
          Sellers shall generally keep Purchaser informed as to all material matters
          involving the conduct and operations of the Business.  Sellers shall authorize and direct
          the
          appropriate directors, managers and employees of Sellers to discuss matters
          involving the operations and business of the Business.  Notwithstanding the foregoing,
          Sellers
          shall not be required to disclose any information if such disclosure would
          contravene any applicable Law.
 

        7.2             
          Conduct of the Business Pending the Closing.
 

        (a)               
          Except as otherwise expressly provided by this Agreement
          or with
          the prior written consent of Purchaser, between the date hereof and the
          Closing,
          Sellers shall:
 

        (i)                 
          conduct the Business only in the Ordinary Course of Business;
 

        (ii)               
          use their respective reasonable best efforts to (A) preserve
          the
          present business operations, organization (including Employees) and goodwill
          of
          the Business (including, without limitation, all Purchased Intellectual
          Property) and (B) preserve the present relationships with Persons having
          business dealings with the Business (including customers and suppliers);
 

        (iii)              
          maintain (A) all of the assets and properties of, or used
          by,
          Sellers in the Business in their current condition, ordinary wear and tear
          excepted, and (B) insurance upon all of the assets and properties of the
          Business in such amounts and of such kinds comparable to that in effect
          on the
          date of this Agreement;
 

        (iv)             
          (A) maintain the books, accounts and records of the Business
          in
          the Ordinary Course of Business, (B) continue to collect accounts
          receivable and pay accounts payable utilizing normal procedures and without
          discounting or accelerating payment of such accounts, and (C) comply with
          all contractual and other obligations of Sellers in respect of the conduct
          and operation of the Business and the Purchased Assets; and
 

        (v)             
          comply in all material respects with all applicable Laws.

 

        (b)              
          Without limiting the generality of the foregoing, except
          as
          otherwise expressly provided by this Agreement or with the prior written
          consent
          of Purchaser, Sellers shall not:
 

        (i)                 
          amend the certificate of incorporation or by-laws (as applicable)
          of any Seller;
 

        (ii)               
          take any action which would adversely affect the ability
          of the
          parties to consummate the transactions contemplated by this Agreement;
 

        (iii)              
          change or modify its credit, collection or payment policies,
          procedures or practices, including acceleration of collections or receivables
          (whether or not past due);
 

        (iv)             
          terminate, amend, restate, supplement or waive any rights
          under
          any Permit;
 

        (v)               
          enter into any transaction or enter into, modify or renew
          any
          Contract which by reason of its size or otherwise is not in the Ordinary
          Course
          of Business or enter into any Contract, understanding or commitment that
          restrains, restricts, limits or impedes the ability of the Business, or
          the
          ability of Purchaser, to compete with or conduct any business or line of
          business in any geographic area or solicit the employment of any persons;
 

        (vi)             
          modify the terms of any Indebtedness or other Liability of
          the
          Business;
 

        (vii)            
          enter into or agree to enter into any merger or consolidation
          with
          any other Person; or
 

        (viii)          
          agree to do anything (A) prohibited by this
Section 7.2, (B) that would make any of the representations
          and
          warranties of Sellers in the last sentence of Section 5.7 untrue or
          incorrect in any respect (or would be required to be disclosed in respect
          of
          such representations and warranties on Schedule 5.7) or would make any of
          the other representations and warranties of Sellers in this Agreement or
          any of
          the Seller Documents untrue or incorrect in any material respect or could
          result
          in any of the conditions to the Closing not being satisfied or (C) that
          would be
          reasonably expected to have a Material Adverse Effect.
 

        7.3             
          Consents. 
          Each of the Sellers and the Owners shall use his, her or its respective
          reasonable efforts to obtain at the earliest practicable date all consents,
          waivers, approvals and notices are required
          to consummate, or in
          connection with, the transactions contemplated by this Agreement, including
          the
          consents, waivers, approvals and notices referred to in
Section 5.3(b) hereof. 
All such consents, waivers,
          approvals and notices shall be in form and
          substance satisfactory to Purchaser.
 

        7.4             
          Further Assurances. 
          Each of Sellers, the Owners and Purchaser shall use his, her or
          its (as
          the case may be) commercially reasonable efforts to (i) take, or cause
          to be
          taken, all actions necessary or appropriate to consummate the transactions
          contemplated by this Agreement and (ii) cause the fulfillment at the earliest
          practicable date of all of the conditions to their respective obligations
          to
          consummate the transactions contemplated by this Agreement.
 

        7.5             
          Exclusivity. 
Each
          of the Owners and Sellers shall
          not, and shall not permit any of their respective Affiliates, directors,
          officers, Employees, representatives or agents of (collectively, the “Representatives”) to, directly
          or indirectly, (i) discuss, encourage, negotiate, undertake, initiate,
          authorize, recommend, propose or enter into, either as the proposed surviving,
          merged, acquiring or acquired corporation, any transaction involving a
          merger,
          consolidation, business combination, purchase or disposition of any material
          amount of the Purchased Assets or any capital stock of any of the Sellers
          other
          than the transactions contemplated by this Agreement (an “Acquisition Transaction”),
          (ii) facilitate, encourage, solicit or initiate discussions, negotiations
          or submissions of proposals or offers in respect of an Acquisition Transaction,
          (iii) furnish or cause to be furnished, to any Person, any information
          concerning the business, operations, properties or assets of any of the
          Sellers
          in connection with an Acquisition Transaction, or (iv) otherwise cooperate
          in any way with, or assist or participate in, facilitate or encourage,
          any
          effort or attempt by any other Person to do or seek any of the foregoing.  Each of the Sellers and Owners
          agrees
          not to release any third party from the confidentiality and standstill
          provisions of any agreement to which he, she or it (as the case may be)
          is a
          party or by which his, her or its (as the case may be) assets and properties
          are
          bound.
 

        7.6             
          Non-Competition; Non-Solicitation;
          Confidentiality.
 

        (a)               
          For a period from the date hereof until the fifth (5th)
          anniversary of the Closing Date, each of the Sellers and Owners shall not
          and
          shall cause their respective Affiliates not to, directly or indirectly,
          own,
          manage, operate, control, be employed by, engage in, or participate in
          the
          ownership, management, operation, control or engagement of, any business,
          whether in corporate, proprietorship or partnership form or otherwise,
          engaged
          in the business of providing safety services and related products or the
          rental
          of safety equipment to the oil and gas drilling industry within the States
          of
          New Mexico, Colorado, Wyoming and/or Texas or in any business that otherwise
          competes with the Business (a “Restricted Business”);
provided, however,
          that the restrictions contained in this
Section 7.6(a) shall neither restrict the acquisition by any of the
          Sellers or Owners, directly or indirectly, of less than three percent (3%)
          of
          the outstanding capital stock of any publicly traded company engaged in a
          Restricted Business nor restrict the Owners or any Employee from working
          for, or
          in association with, Purchaser or any of its Affiliates.  The parties hereto specifically
          acknowledge and agree that the remedy at law for any breach of the foregoing
          will be inadequate and that Purchaser, in addition to any other relief
          available to it, shall be entitled to temporary and permanent injunctive
          relief
          without the necessity of proving actual damage or posting any bond
          whatsoever.
 

        (b)               
          For a period from the date hereof to the fifth (5th)
          anniversary of the Closing Date, each of the Sellers and Owners shall not,
          and
          shall cause their respective directors, officers, employees and Affiliates
          not
          to:  (i) cause, solicit, induce
          or encourage any Employee or other employee of the Business or Purchaser
          to
          leave such employment; or (ii) cause, induce or encourage any material
          actual or prospective client, customer, supplier or licensor of the Business
          (including any existing or former customer of any Seller and any Person
          that
          becomes a client or customer of the Business after the Closing) or any
          other
          Person who has a material business relationship with the Business or the
          Purchaser, to terminate or modify any such actual or prospective relationship.
          
 

        (c)              
          From and after the date hereof, each of the Sellers and Owners
          shall not, and shall cause their respective Affiliates and their respective
          officers, directors and employees not to, directly or indirectly, disclose,
          reveal, divulge or communicate to any Person other than authorized officers,
          directors and employees of Purchaser or use or otherwise exploit for its
          own
          benefit or for the benefit of anyone other than the Purchaser, any Confidential
          Information (as defined below). 
Each of the Sellers and Owners
          and their respective officers, directors
          and Affiliates shall not have any obligation to keep confidential any
          Confidential Information if and to the extent disclosure thereof is specifically
          required by law; provided, however, that in the event disclosure
          is required by applicable Law, such Seller, Owner or officer, director
          or
          Affiliate (as the case may be, whomever such disclosure obligation is imposed
          upon) shall, to the extent reasonably possible, provide Purchaser with
          prompt
          notice of such requirement prior to making any disclosure so that Purchaser
          may
          seek an appropriate protective order. 
For purposes of this Section 7.6(c), “Confidential
          Information” means
          any information with respect to the Business, including methods of operation,
          customers, customer lists, products, prices, fees, costs, Technology,
          inventions, Trade Secrets, know-how, Software, marketing methods, plans,
          personnel, suppliers, competitors, markets or other specialized information
          or
          proprietary matters.  Confidential
          Information does not include, and there shall be no obligation hereunder
          with
          respect to, information that (i) is generally available to the public on
          the
          date of this Agreement or (ii) becomes generally available to the public
          other
          than as a result of a disclosure not otherwise permissible thereunder.
 

        (d)               
          The covenants and undertakings contained in this
Section 7.6 relate to matters which are of a special, unique
          and
          extraordinary character and a violation of any of the terms of this
Section 7.6 will cause irreparable injury to the Business and
          Purchaser, the amount of which will be impossible to estimate or determine
          and
          which cannot be adequately compensated. 
Accordingly, the remedy at law
          for any breach of this Section 7.6
          will be inadequate.  Therefore,
          Purchaser will be entitled to an injunction, restraining order or other
          equitable relief from any court of competent jurisdiction in the event
          of any
          breach of this Section 7.6 without the necessity of proving actual
          damages or posting any bond whatsover. 
The rights and remedies provided
          by this Section 7.6 are
          cumulative and in addition to any other rights and remedies which Purchaser
          may
          have hereunder or at law or in equity. 
In the event that Purchaser were
          to seek damages for any breach of this
Section 7.6, the portion of the Purchase Price which is allocated by
          the parties to the foregoing covenant shall not be considered a measure
          or limit
          on such damages.
 

        (e)               
          The parties hereto agree that, if any court of competent
          jurisdiction in a final nonappealable judgment determines that a specified
          time
          period, a specified geographical area, a specified business limitation
          or any
          other relevant feature of this Section 7.6 is unreasonable,
          arbitrary or against public policy, then a lesser time period, geographical
          area, business limitation or other relevant feature which is determined
          by such
          court to be reasonable, not arbitrary and not against public policy may
          be
          enforced against the applicable party.
 

        7.7             
          Preservation of Records.
 

        (a)               
          Each of the Sellers, Owners and Purchaser agree to preserve
          and
          keep the records held by it or their respective Affiliates relating to
          the
          Business for a period of seven (7) years from the Closing Date and shall
          make
          such records and personnel available to the other as may be reasonably
          required
          by such party in connection with, among other things, any insurance claims
          by,
          legal proceedings against or governmental investigations of any Seller,
          Owner or
          Purchaser or any of their respective Affiliates or in order to enable a
          Seller,
          Owner or Purchaser to comply with its respective obligations under this
          Agreement and each other agreement, document or instrument contemplated
          hereby
          or thereby; provided, however, that (i) any such access shall be
          had or done in such a manner as to not unreasonably interfere with the
          normal
          conduct of the Business or the business of the Purchaser and its Affiliates
          or
          the Sellers, Owners and their respective Affiliates (as the case may be),
          (ii)
          neither Purchaser nor any Seller or Owner shall be required to provide
          access to
          any confidential record or records, the disclosure of which would violate
          any
          governmental statute or regulation, and (iii) neither Purchaser nor any
          Seller
          or Owner shall be required to provide access to any confidential record
          or
          records, the disclosure of which would cause it or any of its respective
          Affiliates to waive its attorney-client privilege or attorney work product
          privilege; provided, further, that the restrictions set forth in
          (i)-(iii) above shall not be used to limit access to records and documents
          related to the obligation and rights under Sections 3.3 and 3.4
          except to the extent that appropriate confidentiality arrangements between
          the
          parties cannot be made without waiving legal privileges.  In the event a Seller or Owner
          wishes to
          destroy (or permit to be destroyed) such records after such seven-year
          period,
          such Seller or Owner shall first give ninety (90) days prior written notice
          to
          Purchaser and Purchaser shall have the right at its option and expense,
          upon
          prior written notice given to such Seller or Owner party within that ninety-day
          period, to take possession of the records within 180 days after the date
          of such
          notice.
 

        (b)              
          In addition (and not in limitation) to subsection (a) above,
          each
          of the Sellers shall, if requested by Purchaser and at Purchaser’s expense,
          reasonably cooperate and assist in preparing such financial statements
          of the
          Business that Purchaser may reasonably require by furnishing the necessary
          information to Purchaser’s financial officers and accountant in order to permit
          Purchaser to prepare such financial statements in connection with the filing
          by
          Purchaser of a Current Report on Form 8-K (if necessary) with the SEC in
          accordance with the Exchange Act in connection with the transactions
          contemplated hereby, and to comply with any other financial disclosure
          requirements with respect to the Business applicable to Purchaser under
          the
          Exchange Act and the Securities Act.
 

        7.8             
          Publicity. 
None
          of the Sellers, Owners or Purchaser
          shall issue any press release or public announcement concerning this Agreement
          or the transactions contemplated hereby without obtaining the prior written
          approval of the other parties hereto, which approval will not be unreasonably
          withheld or delayed, unless, in the sole judgment of Purchaser, Sellers
          or
          Owners, as applicable, disclosure is otherwise required by applicable Law
          (including securities Law) or by the applicable rules of any stock exchange
          on
          which Purchaser, a Seller or a Owner lists securities, providedthat, to the extent required by applicable Law, the party intending
          to
          make such release shall use its commercially reasonable efforts consistent
          with
          such applicable Law to consult with the other party with respect to the
          timing
          and content thereof.  Each of the
          Sellers, Owners and Purchaser agrees that the terms of this Agreement shall
          not
          be disclosed or otherwise made available to the public and that copies
          of this
          Agreement shall not be publicly filed or otherwise made available to the
          public,
          except where such disclosure, availability or filing is required by applicable
          Law.
 

        7.9         
          Use of Name. 
          The Sellers hereby agree that upon the Closing, Purchaser shall
          have the
          sole right (as between Sellers and any and all of their respective Affiliates
          (including, without limitation, the Owners), on the one hand, and Purchaser,
          on
          the other hand) to the use of the names “Indian Fire & Safety”, “Lone Wolf
          Rental” or similar names, and any service marks, trademarks, trade names, d/b/a
          names, fictitious names, identifying symbols, logos, emblems or signs containing
          or comprising the foregoing, or otherwise used in the Business, including
          any
          name or mark confusingly similar thereto (collectively, the “Seller Marks”) and Sellers shall
          not, and shall not permit any Affiliate to, use such name or any variation
          or
          simulation thereof.  As soon as
          legally practicable after, the Closing (but in any event within ten (10)
          days
          after the Closing Date), Sellers shall, and shall cause their respective
          Affiliates to, remove any Seller Mark from its legal name by appropriate
          legal
          proceedings in the jurisdiction of its organization and in each jurisdiction
          where such entity has registered to do business.
 

        7.10         
          Notification of Certain Matters. 
          Each of the Sellers and the Owners, on the one hand, shall give
          notice to
          Purchaser and Purchaser, on the other hand, shall give notice to the Sellers
          and
          the Owners, as promptly as reasonably practicable upon becoming aware of
          (a) any
          fact, change, condition, circumstance, event, occurrence or non-occurrence
          that
          has caused or is reasonably likely to cause any representation or warranty
          in
          this Agreement made by it to be untrue or inaccurate in any respect at
          any time
          after the date hereof and prior to the Closing, (b) any material failure
          on its
          part to comply with or satisfy any covenant, condition or agreement to
          be
          complied with or satisfied by it hereunder or (c) the institution of or
          the
          threat of institution of any Legal Proceeding against Purchaser or any
          of the
          Sellers or Owners related to this Agreement or the transactions contemplated
          hereby; provided that the delivery of any notice pursuant to this Section
          7.10 shall not limit or otherwise affect the remedies available hereunder
          to
          the party receiving such notice, or the representations or warranties of,
          or the
          conditions to the obligations of, the parties hereto. 
 

        ARTICLE
          VIII
 

        EMPLOYEES
          AND EMPLOYEE BENEFITS
 

        8.1         
          Employment. 
Purchaser
          shall offer employment (on an “at will basis”) to the Employees as of the
          Closing (such individuals who accept such offer are referred to herein
          as “Transferred Employees”). 
A
          list of the Employees and their
          current hourly rates or salary is set forth on Schedule 8.1.  No later than three (3)
          Business Days
          prior to the Closing Date, Sellers shall deliver an update to Schedule
          8.1 setting forth a list of the Employees and their current hourly rates
          or
          salary as of the Closing Date, and Purchaser will be entitled to rely
          definitively on the information presented in such update for purposes of
          fulfillment of its obligations hereunder. 
Purchaser shall not assume any
          Liabilities or obligations of the Sellers
          with respect to the Employees. 
Nothing contained in this Section 8.1 is intended to confer
          upon
          any of the Employees any right to continued employment after evaluation
          by
          Purchaser of its employment needs after the Closing Date and Purchaser
          shall have the right (on and after the Closing Date) to dismiss any or
          all
          Transferred Employees at any time, with or without cause, and to change
          the
          terms and conditions of their employment (including compensation and employee
          benefits provided to them).  Notwithstanding
          any other provision of
          this Agreement, the parties hereto do not intend to create any third-party
          beneficiary rights respecting any of the Employees or Former Employees
          as a
          result of the provisions herein and specifically hereby negate any such
          intention.
 

        8.2         
          Employee Benefits. 
          
 

        (a)               
          Purchaser shall not be liable or obligated under any Employee
          Benefit Plan or for any other employee benefits that may have been established
          by the Sellers for the Employees prior to the Closing, and Sellers expressly
          acknowledge that they have sole liability for all employee benefit costs
          accrued
          as of the Closing whether or not any or all of such employees become Transferred
          Employees.  Without limiting the
          generality of the foregoing, Sellers acknowledge and agree that Purchaser
          does
          not assume the sponsorship of, the responsibility of contributions to,
          or any
          liabilities in connection with any Employee Benefit Plan maintained by
          Sellers
          for active employees, retirees, former employees, their beneficiaries or
          any
          other Person and any personnel policy, stock option plan, bonus plan or
          arrangement, incentive award plan or arrangement, vacation policy, severance
          pay
          plan, policy or agreement, deferred compensation agreement arrangement,
          executive compensation or supplemental income arrangement, consulting agreement,
          employment agreement and each other employee benefit plan, agreement,
          arrangement, program, practice or understanding.
 

        (b)              
          With respect to Transferred Employees, Sellers will remain
          responsible for medical expenses covered under the Employee Benefit Plans
          (i)
          actually incurred prior to the Closing Date or (ii) actually incurred with
          respect to any hospitalization that began prior to the Closing Date until
          such
          hospitalization ends, and Purchaser will be responsible for all other medical
          expenses incurred on or after the Closing Date to the extent covered under
          its
          plans without the application of any waiting period for coverage generally
          applicable to newly hired employees. 
Sellers shall provide medical coverage
          to the Transferred Employees with
          respect to any pre-existing medical conditions to the extent required by
          applicable Law.  To the fullest
          extent permitted under their applicable policies of insurance, Sellers
          shall
          maintain health, hospitalization, life, travel and accident insurance coverage
          for the Transferred Employees in effect for so long as Purchaser shall
          request,
provided that the cost of such insurance coverage from and after the
          Closing Date shall be borne by Purchaser. 
Sellers shall cooperate with Purchaser
          to provide continuity of such
          insurance coverage to such Transferred Employees.
 

        (c)              
          Sellers shall be exclusively responsible for complying with
          COBRA
          with respect to the Employees (including the Transferred Employees) and
          their
          qualified beneficiaries by reason of any such employees’ termination of
          employment with the Sellers, and Purchaser shall not have any obligation
          or
          liability to provide rights under COBRA on account of any such termination
          of
          employment.
 

        (d)               
          Sellers shall pay Transferred Employees their accrued and
          unused
          vacation, for all accrued and unused vacation through the Closing Date.  Effective as of the Closing Date,
          Sellers shall cause the tax‐qualified 401(k) plans in which Transferred
          Employees were eligible to participate immediately prior to the Closing
          Date to
          fully vest such employees’ accrued benefit through the Closing Date
          thereunder.
 

        (e)                
          Purchaser will give credit for the Transferred Employee’s length
          of service with the Sellers in determining such employees’ paid time off
          (including vacation) under Purchaser’s plans and policies for such paid time
          off.  Purchaser will, in accordance
          with and subject to applicable Laws, permit Transferred Employees to participate
          under Purchaser’s Section 401(k) plan as soon as practicable after the Closing
          Date (and in any event within ninety (90) days of service with Purchaser.
 

        8.3         
          Reporting of Data. 
Each of Purchaser,
          Sellers and Owners (as the case may be) shall complete
          and furnish to each other such other employee data as shall be reasonably
          required from time to time for each party to perform and fulfill its obligations
          under this Article VIII.  In
          addition to, and not in limitation of, the obligations under the immediately
          preceding sentence, pursuant to the “Standard Procedure” provided in section 4
          of Revenue Procedure 2004-53, 2004-34 IRB 320, (i) Purchaser, Sellers and
          Owners (as the case may be) shall report on a predecessor/successor basis
          as set
          forth therein, (ii) Sellers will not be relieved from filing a Form W‐2
          with respect to any Transferred Employees, and (iii) Purchaser will
          undertake to file (or cause to be filed) a Form W‐2 for each such Transferred
          Employee only with respect to the portion of the year during which such
          Employees are employed by the Purchaser that includes the Closing Date,
          excluding the portion of such year that such Employee was employed by
          Sellers.
 

        Article
          IX

CONDITIONS TO
          CLOSING
 

        9.1             
          Conditions Precedent to Obligations of Purchaser. 
          The obligation of Purchaser to consummate the transactions contemplated
          by this Agreement is subject to the fulfillment, on or prior to the Closing
          Date, of each of the
          following conditions (any or all of which may be waived by Purchaser in
          whole or
          in part to the extent permitted by applicable Law):
 

        (a)               
          the representations and warranties of the Sellers and the
          Owners
          set forth in this Agreement qualified as to materiality (including as to
          any
          Material Adverse Effect) shall be true and correct, and those not so qualified
          shall be true and correct in all material respects, as of the date of this
          Agreement and as of the Closing as though made at and as of the Closing,
          except
          to the extent such representations and warranties expressly relate to an
          earlier
          date (in which case such representations and warranties qualified as to
          materiality (including as to any Material Adverse Effect) shall be true
          and
          correct, and those not so qualified shall be true and correct in all material
          respects, on and as of such earlier date);
 

        (b)              
          the Sellers and the Owners shall have performed and complied
          in
          all respects with all obligations and agreements required in this Agreement
          to
          be performed or complied with by them on or prior to the Closing Date,
          and
          Purchaser shall have received copies of such documents evidencing the
          performance thereof as Purchaser may reasonably request;
 

        (c)               
          Purchaser shall have received a certificate signed by each
          Seller
          and Owner or, as applicable, an authorized officer thereof, each in form
          and
          substance reasonably satisfactory to Purchaser, dated the Closing Date,
          to the
          effect that each of the conditions specified above in Sections 9.1(a) and
(b) have been satisfied in all respects;
 

        (d)              
          no Legal Proceedings shall have been instituted or threatened
          or
          claim or demand made against any of the Sellers, Owners or Purchaser seeking
          to
          restrain or prohibit, or to obtain substantial damages with respect to,
          the
          consummation of the transactions contemplated hereby, and there shall not
          be in
          effect any Order by a Governmental Body of competent jurisdiction restraining,
          enjoining or otherwise prohibiting the consummation of the transactions
          contemplated hereby;
 

        (e)               
          Sellers and Owners (as the case may be) shall have obtained
          all
          consents, approvals, waivers, orders or authorizations of, or registrations,
          declarations, notifications or filings with, any Person or Governmental
          Body
          required (including those referred to in Section 5.3(b)) to be obtained
          or made in connection with the execution and delivery of this Agreement
          or the
          performance of the transactions contemplated herein, in a form satisfactory
          to
          Purchaser and shall have delivered a copy thereof to Purchaser;
 

        (f)                
          Purchaser shall have obtained the issuance, reissuance or
          transfer
          of all Permits (including Environmental Permits) required for Purchaser
          to
          conduct the operations of Business on and immediately following the Closing
          Date;
 

        (g)               
          Sellers shall have delivered, or caused to be delivered,
          to
          Purchaser a duly executed bill of sale in the form of Exhibit B
          hereto;
 

        (h)               
          Sellers shall have delivered, or caused to be delivered,
          to
          Purchaser a duly executed assignment and assumption agreement in the form
          of
Exhibit C hereto and duly executed assignments of the registrations and
          applications included in the Purchased Intellectual Property, in a form
          reasonably acceptable to Purchaser and suitable for recording in the U.S.
          Patent
          and Trademark Office, U.S. Copyright Office or equivalent agency, as applicable,
          and general assignments of all other Purchased Intellectual Property;
 

        (i)                
          Sellers shall have delivered, or caused to be delivered,
          to
          Purchaser, a duly executed power of attorney in the form of Exhibit D
          hereto;
 

        (j)              
          Each of the respective lessors under the Closing Real Property
          Leases shall have delivered, or caused to be delivered, to Purchaser respective
          duly executed leases in the respective forms of Exhibits E-1 and
­E-2 hereto;
 

        (k)                 
          Sellers shall have delivered, or caused to be delivered,
          to
          Purchaser each of (i) certified copies, as applicable, of (A) the resolutions
          duly adopted by each Sellers’s (as applicable) board of directors (or
          commensurate governing body) authorizing the execution, delivery and performance
          of this Agreement and each of the other Seller Documents contemplated hereby
          and
          the consummation of the transactions contemplated hereby and thereby, and
          (B)
          the certificate of incorporation and the by-laws of IFS and comparable
          organizational documents of LWR as in effect as of Closing, and (ii) good
          standing certificates of each of IFS and LWR from their respective jurisdictions
          of organization and each jurisdiction in which they are qualified to do
          business, in each case dated no more than ten (10) Business Days prior
          to the
          Closing Date; 
 

        (l)             
          each of the employment agreements of James Spurgeon, Carolyn
          Taylor, Chris Spurgeon and Scott Dudenhoeffer with Purchaser, dated as
          of the
          date hereof to be effective upon the Closing Date, shall be in full force
          and
          effect and all of such persons shall be willing and able to perform in
          accordance with such employment agreements; and 
 

        (m)               
          Sellers shall have delivered all instruments and documents
          necessary to release any and all Liens on the Purchased Assets, including
          appropriate UCC financing statement amendments (termination statements).
 

        9.2             
          Conditions Precedent to Obligations of Sellers. 
          The obligations of Sellers and Owners to consummate the transactions
          contemplated by this Agreement are subject to the fulfillment, prior to
          or on
          the Closing Date, of each of the following conditions (any or all of which
          may
          be waived by Sellers and Owners in whole or in part to the extent permitted
          by
          applicable Law):
 

        (a)               
          the representations and warranties of Purchaser set forth
          in this
          Agreement qualified as to materiality shall be true and correct, and those
          not
          so qualified shall be true and correct in all material respects, as of
          the date
          of this Agreement and as of the Closing as though made at and as of the
          Closing,
          except to the extent such representations and warranties expressly relate
          to an
          earlier date (in which case such representations and warranties qualified
          as to
          materiality shall be true and correct, and those not so qualified shall
          be true
          and correct in all material respects, on and as of such earlier date);
 

        (b)              
          Purchaser shall have performed and complied in all material
          respects with all obligations and agreements required by this Agreement
          to be
          performed or complied with by Purchaser on or prior to the Closing Date;
 

        (c)               
          Sellers shall have received a certificate signed by an authorized
          officer of Purchaser, in form and substance reasonably satisfactory to
          Sellers,
          dated the Closing Date, to the effect that each of the conditions specified
          above in Sections 9.2(a) and (b) have been satisfied in all
          respects;
 

        (d)              
          there shall not be in effect any Order by a Governmental Body
          of competent jurisdiction restraining, enjoining or otherwise prohibiting
          the
          consummation of the transactions contemplated hereby;
 

        (e)               
          Purchaser shall have obtained or, as applicable, made any
          consent,
          approval, order or authorization of, or registration, declaration, notification
          or filing with, any Person or Governmental Body required (including those
          referred to in Section 6.3(b)) to be obtained or made by it in connection
          with the execution and delivery of this Agreement or the consummation of
          the
          transactions contemplated hereby;
 

        (f)                
          Purchasers shall have delivered, or caused to be delivered,
          to
          Executive (i) evidence of the wire transfer referred to in
Section 3.2 hereof and (ii) the duly executed Purchase Note;
 

        (g)               
          Purchaser shall have delivered, or caused to be delivered,
          to
          Sellers a duly executed assignment and assumption agreement in the form
          attached
          hereto as Exhibit C hereto;
 

        (h)               
          Purchaser shall have delivered, or caused to be delivered,
          to the
          respective lessors under the Closing Real Property Leases duly executed
          leases
          in the respective forms of Exhibits E-1 and ­E-2 hereto;
          and
 

        (i)                 
          Purchaser shall have delivered, or caused to be delivered,
          to
          Sellers each of (i) a certification of a duly authorized officer of Purchaser
          concerning the Purchaser’s board of directors adoption and authorization of the
          execution, delivery and performance of this Agreement and each of the other
          Purchaser Documents contemplated hereby and the consummation of the transactions
          contemplated hereby and thereby, (ii) a certified copy of the articles
          of
          incorporation and the by-laws of Purchaser, and (iii) a good standing
          certificate for Purchaser from its jurisdiction of organization dated no
          more
          than ten (10) Business Days prior to the Closing Date.
 

        Article
          X

INDEMNIFICATION
 

        10.1             
          Survival of Representations and Warranties. 
          The representations and warranties of the parties contained in this
          Agreement, any certificate delivered pursuant hereto or any Seller Document
          or
          Purchaser Document shall survive the Closing through and including the
          first
          (1st) anniversary of the
          Closing Date; provided, however, that the representations and
          warranties (a) of the Sellers and Owners (as the case may be) set forth
          in
Sections 5.1 (organization and good standing), 5.2 (authorization
          of agreement), and 5.6 (title to purchased assets; sufficiency) shall
          survive the Closing indefinitely, (b) of the Sellers set forth in Sections
          5.8 (taxes), and 5.17 (environmental matters) shall survive the
          Closing until the expiration of the applicable statute of limitations,
          and (c)
          of Purchaser set forth in Sections 6.1 (organization and good standing)
          and 6.2 (authorization of agreement) shall survive the Closing
          indefinitely (in each case, the “Survival Period”);
provided, however,
          that any obligations under Sections
          10.2(a)(i) and 10.2(b)(i) shall not terminate with respect to any
          Losses as to which the Person to be indemnified shall have given notice
          to the
          indemnifying party in accordance with Section 10.3(a) before the
          termination of the applicable Survival Period.
 

        10.2             
          Indemnification.
 

        (a)               
          Subject to Sections 10.1 and 10.4 hereof, the
          Sellers and Owners hereby agree, jointly and severally, to indemnify and
          hold
          Purchaser and its Affiliates and their respective directors, officers,
          employees, shareholders, members, partners, agents, attorneys, representatives,
          successors and assigns (collectively, the “Purchaser Indemnified Parties”)
          harmless from and against, and pay to the applicable Purchaser Indemnified
          Parties the amount of, any and all losses, liabilities, claims, obligations,
          deficiencies, demands, judgments, damages (including incidental and
          consequential damages), interest, fines, penalties, claims, suits, actions,
          causes of action, assessments, awards, costs and expenses (including costs
          of
          investigation and defense and attorneys’ and other professionals’ fees), or any
          diminution in value, whether or not involving a third party claim (individually,
          a “Loss” and, collectively,
          “Losses”):
 

        (i)                 
          based upon, attributable to or resulting from the failure
          of any
          of the representations or warranties made by Sellers or Owners in this
          Agreement
          or in any Seller Document to be true and correct in all respects at and
          as of
          the date hereof and at and as of the Closing Date;
 

        (ii)               
          based upon, attributable to or resulting from the breach
          of any
          covenant or other agreement on the part of Sellers or Owners under this
          Agreement or in any Seller Document;
 

        (iii)              
          attributable to any Transferred Employee resulting from or
          based
          upon (A) any employment-related liability (statutory or otherwise) with
          respect
          to employment or termination of employment on or prior to the Closing Date,
          (B)
          any liability relating to, arising under or in connection with any Employee
          Benefit Plan, including any liability under COBRA, whether arising prior
          to, on
          or after the Closing Date and (C) any liability under WARN;
 

        (iv)             
          arising out of, based upon or relating to any Excluded Asset
          or
          any Excluded Liability; and
 

        (v)               
          arising from or related to any fees, commissions or like
          payments
          by any Person having acted or claiming to have acted, directly or indirectly,
          as
          a broker, finder or financial advisor for Seller in connection with the
          transactions contemplated by this Agreement.
 

        (b)              
          Subject to Section 10.1 and 10.4, Purchaser
          hereby agrees to indemnify and hold Sellers and their respective Affiliates
          (including, without limitation, the Owners) and their respective shareholders,
          directors, officers, employees, members, partners, agents, attorneys,
          representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”)
          harmless from and against, and pay to the applicable Seller Indemnified
          Parties
          the amount of, any and all Losses:
 

        (i)                 
          based upon, attributable to or resulting from the failure
          of any
          of the representations or warranties made by Purchaser in this Agreement
          or in
          any Purchaser Document to be true and correct in all respects at the date
          hereof
          and as of the Closing Date;
 

        (ii)               
          based upon, attributable to or resulting from the breach
          of any
          covenant or other agreement on the part of Purchaser under this Agreement
          or any
          Purchaser Document;
 

        (iii)              
          arising out of, based upon or relating to any Assumed
          Liability;
 

        (iv)             
          arising from or related to any fees, commissions or like
          payments
          by any Person having acted or claiming to have acted, directly or indirectly,
          as
          a broker, finder or financial advisor for Purchaser in connection with
          the
          transactions contemplated by this Agreement; and
 

        (v)               
          arising out of, based upon or relating to the operation of
          the
          Business and the Purchased Assets from and after the Closing Date.
 

        (c)               
          For purposes of calculating Losses hereunder, any materiality
          or
          Material Adverse Effect qualifications in the representations, warranties,
          covenants and agreements shall be disregarded.
 

        10.3             
          Indemnification Procedures.
 

        (a)               
          A claim for indemnification for any matter not involving
          a Third
          Party Claim may be asserted by notice to the party from whom indemnification
          is
          sought; provided, however, that failure to so notify the
          indemnifying party shall not preclude the indemnified party from any
          indemnification which it may claim in accordance with this Article
          X.  For so long as any
          principal, interest or other amount remains payable and outstanding from
          Purchaser to Executive under the Purchase Note, Purchaser may, upon the
          occurrence of an indemnification obligation owing to Purchaser by any of
          the
          Sellers or Owners under this Section 10.3(a), have the right to set-off
          and apply any payment that otherwise would be in respect of such principal,
          interest or other amount to the payment of such indemnification obligation
          (and
          any such set-off or applied amount shall be deemed to have been paid under
          the
          Purchase Note and no longer payable thereunder) 
 

        (b)              
          In the event that any Legal Proceedings shall be instituted
          or
          that any claim or demand shall be asserted by any third Person in respect
          of
          which indemnification may be sought under Section 10.2 hereof
          (regardless of the limitations set forth in Section 10.4) (“Third Party Claim”), the
          indemnified party shall promptly cause written notice of the assertion
          of any
          Third Party Claim of which it has knowledge which is covered by this indemnity
          to be forwarded to the indemnifying party. 
The failure of the indemnified
          party to give reasonably prompt notice of
          any Third Party Claim shall not release, waive or otherwise affect the
          indemnifying party’s obligations with respect thereto except to the extent that
          the indemnifying party can demonstrate actual loss and prejudice as a result
          of
          such failure. Subject to the provisions of this Section 10.3, the
          indemnifying party shall have the right, at its sole expense, to be represented
          by counsel of its choice, which must be reasonably satisfactory to the
          indemnified party, and to defend against, negotiate, settle or otherwise
          deal
          with any Third Party Claim which relates to any Losses indemnified against
          by it
          hereunder; provided that the indemnifying party shall have acknowledged
          in writing to the indemnified party its unqualified obligation to indemnify
          the
          indemnified party as provided hereunder. 
If the indemnifying party elects
          to defend against, negotiate, settle or
          otherwise deal with any Third Party Claim which relates to any Losses
          indemnified against by it hereunder, it shall within five (5) days of the
          indemnified party’s written notice of the assertion of such Third Party Claim
          (or sooner, if the nature of the Third Party Claim so requires) notify
          the
          indemnified party of its intent to do so; provided that the indemnifying
          party must conduct its defense of the Third Party Claim actively and diligently
          thereafter in order to preserve its rights in this regard.  If the indemnifying party elects
          not to
          defend against, negotiate, settle or otherwise deal with any Third Party
          Claim
          which relates to any Losses indemnified against by it hereunder, fails
          to notify
          the indemnified party of its election as herein provided or contests its
          obligation to indemnify the indemnified party for such Losses under this
          Agreement, the indemnified party may defend against, negotiate, settle
          or
          otherwise deal with such Third Party Claim.  If the indemnified party defends
          any
          Third Party Claim, then the indemnifying party shall reimburse the indemnified
          party for the expenses of defending such Third Party Claim upon submission
          of
          periodic bills.  If the indemnifying
          party shall assume the defense of any Third Party Claim, the indemnified
          party
          may participate, at his or its own expense, in the defense of such Third
          Party
          Claim; provided, however, that such indemnified party shall be
          entitled to participate in any such defense with separate counsel at the
          expense
          of the indemnifying party if (i) so requested by the indemnifying party
          to
          participate or (ii) in the reasonable opinion of counsel to the indemnified
          party a conflict or potential conflict exists between the indemnified party
          and
          the indemnifying party that would make such separate representation advisable;
          and provided, further, that the indemnifying party shall not be
          required to pay for more than one such counsel (plus any appropriate local
          counsel) for all indemnified parties in connection with any Third Party
          Claim.  Each party hereto agrees to
          provide reasonable access to each other party to such documents and information
          as may reasonably be requested in connection with the defense, negotiation
          or
          settlement of any such Third Party Claim. 
Notwithstanding anything in this
Section 10.3 to the contrary,
          neither the indemnifying party nor the indemnified party shall, without
          the
          written consent of the other party, settle or compromise any Third Party
          Claim
          or permit a default or consent to entry of any judgment unless the claimant (or
          claimants) and such party provide to such other party an unqualified release
          from all liability in respect of the Third Party Claim.  If the indemnifying party makes
          any
          payment on any Third Party Claim, the indemnifying party shall be subrogated,
          to
          the extent of such payment, to all rights and remedies of the indemnified
          party to any insurance benefits or other claims of the indemnified party
          with
          respect to such Third Party Claim.
 

        (c)              
          After any final decision, judgment or award shall have been
          rendered by a Governmental Body of competent jurisdiction and the expiration
          of
          the time in which to appeal therefrom, or a settlement shall have been
          consummated, or the indemnified party and the indemnifying party shall
          have
          arrived at a mutually binding agreement, in each case with respect to an
          Third
          Party Claim hereunder, the indemnified party shall forward to the indemnifying
          party notice of any sums due and owing by the indemnifying party pursuant
          to
          this Agreement with respect to such matter and the indemnifying party shall
          pay
          all of such remaining sums so due and owing to the indemnified party by
          wire
          transfer of immediately available funds within five (5) Business Days after
          the
          date of such notice; provided, however, that for so long as any
          principal, interest or other amount remains payable and outstanding from
          Purchaser to Executive under the Purchase Note, Purchaser may, upon the
          occurrence of an indemnification obligation owing to Purchaser by Sellers
          or
          Owners under this Agreement, have the right to set-off and apply any payment
          that otherwise would be in respect of such principal, interest or other
          amount
          to the payment of such indemnification obligation (and any such set-off
          or
          applied amount shall be deemed to have been paid under the Purchase Note
          and no
          longer payable thereunder).
 

        10.4             
          Limitations on Indemnification for Breaches of Representations
          and Warranties.
 

        (a)               
          An indemnifying party shall not have any liability under
          Section 10.2(a) or 10.2(b) hereof unless the aggregate amount
          of Losses incurred by the indemnified parties and indemnifiable thereunder
          exceeds $200,000 (the “Basket”) and, in such event,
          the
          indemnifying party shall be required to pay only the amount of all such
          Losses
          in excess of the Basket amount; providedthat the Basket
          limitation shall not apply to Losses related to the failure to be true
          and
          correct of any of the representations and warranties set forth in Sections
          5.1 (organization and good standing), 5.2 (authorization of
          agreement), 5.6 (title to purchased assets; sufficiency), 5.8
          (taxes), 6.1 (organization and good standing) and 6.2
          (authorization of agreement) of this Agreement.
 

        (b)              
          Sellers and Owners shall not be required to indemnify any
          Person
          under subsections (i), (ii) and (v) of Section
          10.2(a) for an aggregate amount of Losses exceeding an amount equal to
          one-half (1/2) of the Purchase Price (the “Cap”); provided, that (i)
          there shall be no Cap with respect to Losses for which indemnification
          is
          provided under Section 10.2(a)(i) relating to the failure to be true and
          correct of any of the representations or warranties contained in Sections
          5.1 (organization and good standing), 5.2 (authorization of
          agreement), 5.6 (title to purchased assets; sufficiency) and 5.8
          (taxes) of this Agreement and (ii) the limitation on indemnification provided
          by
          the Cap shall not apply in respect of subsection (ii) of Section
          10.2(a) for any breach(es) described thereunder that arise or occur after
          the Closing.
 

        10.5             
          Tax Treatment of Indemnity Payments. 
          The Sellers, Owners and Purchaser agree to treat any indemnity payment
          made pursuant to this Article X as an adjustment to the Purchase Price
          for all income tax purposes.  If,
          notwithstanding the treatment required by the preceding sentence, any indemnification
          payment under
Article X (including this Section 10.5) is determined to be
          taxable to the party receiving such payment by any Taxing Authority, the
          paying
          party shall also indemnify the party receiving such payment for any Taxes
          incurred by reason of the receipt of such payment and any Losses incurred
          by the
          party receiving such payment in connection with such Taxes (or any asserted
          deficiency, claim, demand, action, suit, proceeding, judgment or assessment,
          including the defense or settlement thereof, relating to such Taxes).
 

        Article
          XI

TAXES
 

        11.1         
          Transfer Taxes. 
          Purchaser shall (i) be responsible for any and all sales, use, stamp,
          documentary, filing, recording, transfer, gross receipts, registration,
          duty or
          similar fees or taxes or governmental charges as levied by any Taxing Authority
          in connection with the transactions contemplated by this Agreement
          (collectively, “Transfer
          Taxes”) and (ii) timely file or cause to be filed all necessary
          documents (including all Tax Returns) with respect to Transfer Taxes.
 

        11.2         
          Prorations. 
          Sellers shall bear all ad
          valorem Tax liability with respect to the Purchased Assets if the Lien or
          assessment date arises prior to the Closing Date irrespective of the reporting
          and payment dates of such Taxes. 
All other property Taxes or ad
          valorem obligations and similar recurring Taxes and fees on the Purchased
          Assets for taxable periods beginning before, and ending after, the Closing
          Date,
          shall be prorated between Purchaser, on the one hand, and Sellers, on the
          other
          hand, as of the Closing Date. 
Sellers shall be responsible for
          all such Taxes and fees on the Purchased
          Assets accruing during any period up to and including the Closing Date.  Purchaser shall be responsible
          for all
          such Taxes and fees on the Purchased Assets accruing during any period
          after the
          Closing Date.  With respect to Taxes
          described in this Section 11.2, Sellers shall timely file all Tax Returns
          due before the Closing Date with respect to such Taxes and Purchaser shall
          prepare and timely file all Tax Returns due after the Closing Date with
          respect
          to such Taxes.  If one party remits
          to the appropriate Taxing Authority payment for Taxes, which are subject
          to
          proration under this Section 11.2 and such payment includes the other
          Person’s share of such Taxes, such other Person shall promptly reimburse the
          remitting Person for its share of such Taxes.
 

        11.3         
          Cooperation on Tax Matters. 
          Purchaser, the Owners and Sellers shall furnish or cause to be furnished
          to each other, as promptly as practicable, such information and assistance
          relating to the Purchased Assets and the Assumed Liabilities as is reasonably
          necessary for the preparation and filing of any Tax Return, claim for refund
          or
          other filings relating to Tax matters, for the preparation for any Tax
          audit,
          for the preparation for any Tax protest, for the prosecution or defense
          of any
          suit or other proceeding relating to Tax matters.
 

        11.4         
          Tax Clearance Certificates.  At Purchaser’s request,
          Sellers shall
          notify all of the Taxing Authorities for the jurisdictions set forth on
          Schedule 5.8(c) of the transactions contemplated by this Agreement in the
          form and manner required by such Taxing Authorities, if the failure to make
          such notifications or receive any available tax clearance certificate (“Tax Clearance Certificate”)
          could subject Purchaser to any Taxes of Sellers.  If, in respect to any application
          for
          Tax Clearance Certificates made pursuant to this Section 11.4, any
          Governmental Body asserts that Sellers are liable for any Tax, Sellers
          shall
          promptly pay and all such amounts and shall provide evidence to Purchaser
          that
          such Liabilities have been paid in full or otherwise satisfied.
 

        Article
          XII

MISCELLANEOUS
 

        12.1         
          Expenses. 
          Except as otherwise provided in this Agreement, each of the Sellers,
          Owners and Purchaser shall bear his, her or its (as the case may be) own
          expenses incurred in connection with the negotiation and execution of this
          Agreement and each other agreement, document and instrument contemplated
          by this
          Agreement and the consummation of the transactions contemplated hereby
          and
          thereby.
 

        12.2         
          Specific Performance. 
          The Sellers and Owners acknowledge and agree that the breach of
          this
          Agreement would cause irreparable damage to Purchaser and that Purchaser
          will
          not have an adequate remedy at law. 
Therefore, the obligations of the
          Sellers and Owners under this
          Agreement, including Sellers’ obligations to sell the Purchased Assets to
          Purchaser, shall be enforceable by a decree of specific performance issued
          by
          any court of competent jurisdiction, and appropriate injunctive relief
          may be
          applied for and granted in connection therewith.  Such remedies shall, however, be
          cumulative and not exclusive and shall be in addition to any other remedies
          which any party may have under this Agreement or otherwise.
 

        12.3         
          Entire Agreement; Amendments and Waivers. 
          This Agreement (including the schedules and exhibits hereto) represents
          the entire understanding and agreement between the parties hereto with
          respect
          to the subject matter hereof.  This
          Agreement can be amended, supplemented or changed, and any provision hereof
          can
          be waived, only by written instrument making specific reference to this
          Agreement signed by the party against whom enforcement of any such amendment,
          supplement, modification or waiver is sought.  No action taken pursuant to this
          Agreement, including without limitation, any investigation by or on behalf
          of
          any party, shall be deemed to constitute a waiver by the party taking such
          action of compliance with any representation, warranty, covenant or agreement
          contained herein.  The waiver by any
          party hereto of a breach of any provision of this Agreement shall not operate
          or
          be construed as a further or continuing waiver of such breach or as a waiver
          of
          any other or subsequent breach.  No
          failure on the part of any party to exercise, and no delay in exercising,
          any
          right, power or remedy hereunder shall operate as a waiver thereof, nor
          shall
          any single or partial exercise of such right, power or remedy by such party
          preclude any other or further exercise thereof or the exercise of any other
          right, power or remedy.  All
          remedies hereunder are cumulative and are not exclusive of any other remedies
          provided by law.
 

        12.4         
          Governing Law; Jurisdiction. 
          This Agreement shall be governed by and construed in accordance
          with the
          laws of the State of Texas without giving effect to choice
          of law
          principles.  The parties
          hereto hereby irrevocably submit to the non-exclusive jurisdiction of any
          federal or state court located within the State of Texas over any dispute
          arising out of or relating to this Agreement or any of the transactions
          contemplated hereby and each party hereby irrevocably agrees that all claims
          in
          respect of such dispute or any suit, action or proceeding related thereto
          may be
          heard and determined in such courts. 
The parties hereby irrevocably
          waive, to the fullest extent permitted by
          applicable Law, any objection which they may now or hereafter have to the
          laying
          of venue of any such dispute, suit, action or proceeding brought in such
          court
          or any defense of inconvenient forum for the maintenance of such dispute,
          suit,
          action or proceeding.  Each of the
          parties hereto agrees that a judgment in any such dispute, suit, action
          or
          proceeding may be enforced in other jurisdictions by suit on the judgment
          or in
          any other manner provided by law. 
Each of the parties hereto hereby
          consents to process being served by any
          party to this Agreement in any dispute, suit, action or proceeding by the
          delivery of a copy thereof in accordance with the provisions of Section
          12.5.
 

        12.5         
          Notices. 
          All notices and other communications under this Agreement shall
          be in
          writing and shall be deemed given (i) when delivered personally by hand
          (with
          written confirmation of receipt), (ii) when sent by facsimile (with written
          confirmation of transmission) or (iii) one (1) Business Day following the
          day
          sent by overnight courier (with written confirmation of receipt), in each
          case
          directed to the applicable party at the following respective addresses
          and
          facsimile numbers (or to such other address or facsimile number as a party
          may
          have specified by notice given to the other party pursuant to this
          provision):
 

        If
          to any Seller or Owner, to:     P.O. Box 1670
(or
          192 FM 2828, for overnight courier delivery)
Medina, TX78055
Attn:  Mr. James Spurgeon
 

        With
          a
          copy to:                        
Maddox, Holloman & Kirksey, P.C.
P.O. Box 2508
Hobbs, NM88241-2508
Attn: 
Scotty
          Holloman
Facsimile:  (505) 397-2646
 

        If
          to
          Purchaser, to:                   
7272 Pinemont
Houston, TX77040
Attn: 
David
          R. Little, CEO
Facsimile:  (713) 996-6570
 

        With
          a
          copy to:                        
Looper, Reed & McGraw, P.C.
1300 Post Oak Blvd., Suite
          2000
Houston,TX77056
 

        Attn: 
Jeffrey
          D. Hopkins
Facsimile:  (713) 986-7100
 

        12.6         
          Severability. 
          If any term or other provision of this Agreement is invalid, illegal,
          or
          incapable of being enforced by any law or public policy, all other terms
          or
          provisions of this Agreement shall nevertheless
          remain in full
          force and effect so long as the economic or legal substance of the transactions
          contemplated hereby is not affected in any manner materially adverse to
          any
          party.  Upon such determination that
          any term or other provision is invalid, illegal, or incapable of being
          enforced,
          the parties hereto shall negotiate in good faith to modify this Agreement
          so as
          to effect the original intent of the parties as closely as possible in
          an
          acceptable manner in order that the transactions contemplated hereby are
          consummated as originally contemplated to the greatest extent
          possible.
 

        12.7         
          Binding Effect; Assignment. 
          This Agreement shall be binding upon and inure to the benefit of
          the
          parties and their respective successors and permitted assigns.  No assignment of this Agreement
          or of
          any rights or obligations hereunder may be made by any of the Sellers,
          Owners or
          Purchaser (by operation of law or otherwise) without the prior written
          consent
          of the other parties hereto and any attempted assignment without the required
          consents shall be void; provided, however, that Purchaser may
          assign this Agreement and any or all rights or obligations hereunder (including,
          without limitation, Purchaser’s rights to purchase the Purchased Assets and
          assume the Assumed Liabilities and Purchaser’s rights to seek indemnification
          hereunder) to any Affiliate of Purchaser, any Person from which it has
          borrowed
          money or any Person to which Purchaser or any of its Affiliates proposes
          to
          merge or consolidate or sell all or substantially all of the assets relating
          to
          the Business; providedfurther that no such assignment shall
          relieve Purchaser of its obligations under this Agreement.  Upon any such permitted assignment,
          the
          references in this Agreement to Purchaser shall also apply to any such
          assignee
          unless the context otherwise requires.
 

        12.8     
          Counterparts. 
          This Agreement may be executed in one or more counterparts, each
          of which
          will be deemed to be an original copy of this Agreement and all of which,
          when
          taken together, will be deemed to constitute one and the same
          agreement.
 

         
 

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          of Page
          Intentionally Left Blank]
 

      


      
        IN
          WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
          executed as of the date first written above.
 

        PURCHASER:                                                
          DXP ENTERPRISES, INC.
 

        By:
                                                                 
          
 

        Name: 
Mac
          McConnell
 

        Title:   
Chief
          Financial Officer and
          Secretary
 

        SELLERS
          AND OWNERS:                           
INDIAN FIRE AND SAFETY, INC.
 

        By:
                                                                 
          
 

        Name: 
James
          Spurgeon
 

        Title:   
President
 

                                                                               
          LONE WOLF RENTAL, LLC
 

        By:
                                                                 
          
 

        Name: 
Danae
          Spurgeon
 

        Title:  
Manager
 

         
 

                                                                               
          JAMES SPURGEON
 

                                                                               
          
 

                                                                               
          DANAE SPURGEON
 

                                                                               
          
 

                                                                               
          CHRIS SPURGEON
 

                                                                               
          
 

        THE
          BONNIE LEE SPURGEON IRREVOCABLE TRUST
 

        By:
                                                                 
          
 

        Name: 
Danae
          Spurgeon
 

        Title:   
Trustee