MEMBERSHIP INTEREST PURCHASE AGREEMENT



                                      AMONG



                           EPiC ENERGY RESOURCES, INC.



                                       AND



                          EPIC INTEGRATED SOLUTIONS LLC



                AND THE MEMBERS OF EPIC INTEGRATED SOLUTIONS LLC



                          Dated as of February 20, 2008



<PAGE>

                     MEMBERSHIP INTEREST PURCHASE AGREEMENT

     This MEMBERSHIP  INTEREST PURCHASE AGREEMENT (this "Agreement") is dated as
of February 20, 2008 (the "Execution  Date"), by EPIC ENERGY RESOURCES,  INC., a
Colorado corporation ("Purchaser" or "EPIC") and EPIC INTEGRATED SOLUTIONS LLC.,
a Texas limited liability company,  ("EIS"), and Joseph Allen Wright ("Wright"),
Richard  Dean Harvey ("R.  Harvey"),  Traci  Marlene  Harvey ("T.  Harvey")  and
together  with EIS,  Wright,  R.  Harvey  and T.  Harvey  the "EIS  Parties"  or
collectively  "Seller" or "Sellers"  and each an "EIS Party." Each of Purchaser,
EPIC, EIS, Wright,  R. Harvey and T. Harvey,  also referred to individually as a
"Party" or collectively as the "Parties."

                                   WITNESSETH
                                   ----------

      WHEREAS, EIS desires to sell and assign to Purchaser and Purchaser desires
to purchase, and acquire from the EIS Parties (as provided herein), all of the
EIS Parties' right, title, and interest in and to one hundred percent (100%) of
the outstanding membership interests of EIS (the "EIS Membership Interests") by
the terms and conditions set forth in this Agreement;

      NOW, THEREFORE, in consideration of the mutual agreements and covenants
hereinafter set forth, and for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the Parties hereby
agree as follows:

                                   ARTICLE 1
                                   ---------

     SECTION 1.1 Certain Defined Terms. As used in this Agreement, the following
terms shall have the following meanings:

      "Accounts Receivable" means (a) all trade accounts receivable and other
rights to payment from customers of EIS and the full benefit of all security for
such accounts or rights to payment, including all trade accounts receivable
representing amounts receivable in respect of goods shipped or products sold or
services rendered to customers of EIS, (b) all other accounts or notes
receivable of EIS and the full benefit of all security for such accounts or
notes and (c) any claim, remedy or other right related to any of the foregoing.

      "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Exchange Act. It also means, with respect to a specified
Person, any other Person that directly or indirectly controls, is controlled by,
or is under common control with, such specified Person.

      "Agreement" means this Membership Interest Purchase Agreement along with
any attachments, schedules and exhibits which are attached hereto and
incorporated herein. In the case of any conflict between the Agreement and any
schedules, exhibits or attachments, the provisions of the Agreement shall take
precedence over any attachment or exhibit.

      "Ancillary Agreements" have the meaning given in Section 3.2 (b).


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<PAGE>

      "Breach" means any breach of, or any inaccuracy in, any representation or
warranty or any breach of, or failure to perform or comply with, any covenant or
obligation, in or of this Agreement or any other Contract, or any event which
with the passing of time or the giving of notice, or both, would constitute such
a breach, inaccuracy or failure.

      "Closing" has the meaning given in Section 2.5.

      "Closing Date" has the meaning given in Section 2.5.

      "Confidential Information" has the meaning given in Section 7.4.

      "Contracts" means any legally binding agreement, contract, lease,
consensual obligation, promise or undertaking (whether written or oral) of EIS
as of the Effective Date, including, but not limited, to those Contracts listed
on Schedule 3.12(a).

      "Current Liabilities" means, as determined in accordance with GAAP:

          (i) accounts payable and accrued Liabilities of EIS;

          (ii) Taxes  payable by EIS relating to any period prior to the Closing
     Date; and

          (iii) all other Current Liabilities of EIS not described above.

       "Dollars" or "$" means U.S. dollars.

      "Employee Plans" has the meaning set forth in Section 3.14 (a).

      "Employee Welfare Benefit Plan" has the meaning set forth in ERISA
ss.3(1).

      "Employment Agreements" has the meaning given in Section 2.6 (a)(iv).

      "Encumbrance" means any pledge, lien (including without limitation Tax
lien), collateral assignment, security interest, mortgage, deed of trust, title
retention, conditional sale or other security arrangement, or any license, order
or charge, or any adverse claim of title, ownership or use, or agreement of any
kind restricting transfer, or any other encumbrance whatsoever.

       "Environmental, Health, and Safety Requirements" means all federal,
state, local, and foreign statutes, regulations, and ordinances concerning
public health and safety, worker health and safety, and pollution or protection
of the environment, including all those relating to the presence, use,
production, generation, handling, transportation, treatment, storage, disposal,
distribution, labeling, testing, processing, discharge, release, threatened
release, control, or cleanup of any hazardous materials, substances, or wastes,
as such requirements are enacted and in effect on or prior to the Closing Date.

      "Environmental Law" means any Legal Requirement that requires or relates
to:

     (i)  advising appropriate authorities,  employees or the public of intended
          or actual releases of pollutants or hazardous substances or materials,


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          violations  of  discharge   limits  or  other   prohibitions  and  the
          commencement   of   activities,   such  as  resource   extraction   or
          construction, that could have significant impact on the Environment;

          (ii)  preventing  or  reducing  to  acceptable  levels the  release of
     pollutants or hazardous substances or materials into the Environment;

          (iii)  reducing the  quantities,  preventing the release or minimizing
     the hazardous characteristics of wastes that are generated;

          (iv) assuring that  products are  designed,  formulated,  packaged and
     used so that they do not present  unreasonable risks to human health or the
     Environment when used or disposed of;

          (v) protecting resources, species or ecological amenities;

          (vi)  reducing  to  acceptable   levels  the  risks  inherent  in  the
     transportation   of  hazardous   substances,   pollutants,   oil  or  other
     potentially harmful substances;

          (vii) cleaning up pollutants  that have been released,  preventing the
     threat of Release or paying the costs of such clean up or prevention; or

          (viii) making  responsible  parties pay private parties,  or groups of
     them,  for damages done to their health or the  Environment  or  permitting
     self-appointed  representatives  of the  public  interest  to  recover  for
     injuries done to public assets.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

      "Exchange Act" means the Securities Act of 1934, as amended.

      "Facility" or "Facilities" means any real property, leasehold or other
interest in real property currently owned or operated by EIS, including the
Tangible Personal Property used or operated by EIS at the respective locations
of the real property specified in Schedule 3.7.

      "Financial Statements" has the meaning given in Section 3.5.

      "GAAP" means United States' generally accepted accounting principles as in
effect from time to time, consistently applied.

      "Governing Documents" means with respect to any particular entity, (a) if
a corporation, the articles or certificate of incorporation and the bylaws; (b)
if a general partnership, the partnership agreement and any statement of
partnership; (c) if a limited partnership, the limited partnership agreement and
the certificate of limited partnership; (d) if a limited liability company, the
articles of organization and company agreement; (e) if another type of Person,
any other charter or similar document adopted or filed in connection with the
creation, formation or organization of the Person; (f) all equity holders'
agreements, voting agreements, voting trust agreements, joint venture
agreements, registration rights agreements or other agreements or documents


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<PAGE>

relating to the organization, management or operation of any Person or relating
to the rights, duties and obligations of the equity holders of any Person; and
(g) any amendment or supplement to any of the foregoing.

      "Governmental Body" means any state, municipal, local, national or
international body with jurisdiction over the Parties or the subject matter of
this Agreement.

      "Governmental Authorization" means any consent, license, registration or
permit issued, granted, given or otherwise made available by or under the
authority of any Governmental Body or pursuant to any Legal Requirement.

      "Indemnified Party" has the meaning given in Section 10.4.

      "Indemnifying Party" has the meaning given in Section 10.4.

      "Intellectual Property" means (a) all inventions (whether patentable or
unpatentable and whether or not reduced to practice), all improvements thereto,
and all patents, patent applications, and patent disclosures, together with all
reissuances, continuations, continuations-in-part, revisions, extensions, and
reexaminations thereof, (b) all trademarks, service marks, trade dress, logos,
trade names, and corporate names, together with all translations, adaptations,
derivations, and combinations thereof and including all goodwill associated
therewith, and all applications, registrations, and renewals in connection
therewith, (c) all copyrightable works, all copyrights, and all applications,
registrations, and renewals in connection therewith, (d) all mask works and all
applications, registrations, and renewals in connection therewith, (e) all trade
secrets and confidential business information (including ideas, research and
development, know-how, formulas, compositions, manufacturing and production
processes and techniques, technical data, designs, drawings, specifications,
customer and supplier lists, pricing and cost information, and business and
marketing plans and proposals), (f) all computer software (including data and
related documentation), (g) all other proprietary rights, and (h) all copies and
tangible embodiments thereof (in whatever form or medium).

      "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended, and the rulings and regulations promulgated thereunder.

      "Inventory" means all inventories of EIS, wherever located, including all
finished goods, work in process, raw materials, spare parts and all other
materials and supplies to be used or consumed by EIS in the production of
finished goods or provision of services.

      "IRS" has the meaning set forth in Section 3.14 (b).

      "Legal Requirement" means any federal, state, provincial, territorial,
local, municipal, foreign, international, multinational or other constitution,
law, ordinance, code, regulation, statute or treaty.

      "Liabilities" (or when used with reference to a single item described
below, "Liability") means debts, commissions, duties, fees, salaries,
performance or delivery penalties, liabilities, warranty liabilities (whether
implicit or explicit or whether granted orally or in writing) and obligations


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<PAGE>

(whether pecuniary or not, including without limitation obligations to perform
or forebear from performing acts or services), fines or penalties, whether
accrued or fixed, absolute or contingent, matured or un-matured, determined or
determinable, known or unknown, arising or existing anywhere in the world,
including without limitation those arising under any law, action or governmental
order, liabilities for Taxes and those arising under any contract, agreement,
arrangement, commitment or undertaking of any kind whatsoever (whether written
or oral, express or implied), including those arising under any contractual
obligation of a Party or any predecessor thereof.

      "Material Breach" has the meaning given in Section 12.1.

      "Material Change" means any effect or change that, taken as a whole, would
change the business prospects, operations, financial condition or assets of EIS,
either positively or negatively. The taking of any action contemplated by this
Agreement and the Ancillary Agreements contemplated hereby shall not be deemed
to constitute a Material Change.

       "Order" means any order, injunction, judgment, decree, ruling, assessment
or arbitration award of any Governmental Body or arbitrator.

      "Ordinary Course of Business" means the ordinary course of business
consistent with past custom and practice (including with respect to quantity and
frequency).

      "Party" has the meaning set forth in the preface above.

      "Permitted Encumbrance" has the meaning given in Section 5.5.

      "Person" means any natural person or legal entity, including without
limitation a joint venture, trust, association, joint stock company,
unincorporated organization, corporation, limited liability company, partnership
or a governmental entity (or any department, agency, or political subdivision
thereof).

      "Pre-Closing Tax Period" has the meaning set forth in Section 7.3(a).

      "Proceeding" means any action, arbitration, audit, hearing, investigation,
litigation or suit (whether civil, criminal, administrative, judicial or
investigative, whether formal or informal, whether public or private) commenced,
brought, conducted or heard by or before, or otherwise involving, any
Governmental Body or arbitrator.

      "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

      "Purchase Price" has the meaning set forth in Section 2.4.

      "Purchaser Group" has the meaning given in Section 6.8.

      "Related Person" means an officer, director, or shareholder of any EIS
Party or any individual related by blood, marriage or adoption to any such
individual.


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<PAGE>

      "Seller Indemnitees" has the meaning given in Section 10.1.

       "Tangible Personal Property" means all machinery, equipment, tools,
furniture, office equipment, computer hardware, supplies, materials, vehicles
and other items of tangible personal property of every kind owned or leased by
EIS (wherever located), together with any express or implied warranty by the
manufacturers or sellers or lessors of any item or component part thereof and
all maintenance records and other documents relating thereto.

      "Tax" (or "Taxes") means all taxes of any kind whatsoever (whether payable
directly or by withholding) assessed or imposed by any government or political
subdivision thereof (foreign or domestic), including without limitation
franchise, income, gross receipts, personal property, real property, ad valorem,
value added, sales, use, documentary, stamp, intangible personal property,
withholding or other taxes, together with any interest and penalties, additions
to tax or additional amounts with respect thereto imposed by any taxing
authority, duties, temporary or other import taxes, or penalties on unpaid or
non-declared taxes.

      "Tax Return" means any return, declaration, report, claim for refund, or
information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.

      "Third Party Claim" has the meaning given in Section 10.4.

      Definitions Appearing Elsewhere in this Agreement. The terms used in this
Agreement which are defined in (a) the preface of this Agreement, (b) the
Witnesseth Section of this Agreement and (c) the further Sections of this
Agreement shall have the respective definitions therein ascribed to them.

                                   ARTICLE 2
                                PURCHASE AND SALE

      SECTION 2.1 Membership Interests to Be Sold and Purchased. Subject to the
terms and conditions of this Agreement, Seller shall, on the Closing Date, sell,
assign, transfer, convey and deliver to Purchaser and on the Closing Date
Purchaser shall purchase, acquire and receive from Seller, all outstanding EIS
Membership Interests, subject to the terms in this Agreement.

     SECTION 2.2 Due  Diligence.  Purchaser has had an  opportunity to conduct a
complete  review of EIS books and records.  Purchaser  acknowledges  and affirms
that Seller has  provided  Purchaser  with all  documents  necessary to complete
Purchaser's due diligence.  The documents provided to Purchaser are reflected on
the "Due Diligence Checklist" attached hereto as Exhibit 1.

     SECTION 2.3 [Intentionally Omitted]

     SECTION 2.4 Purchase Price.  The purchase price (the "Purchase  Price") for
the EIS Membership Interests will be made on the Closing Date as follows:


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<PAGE>

     (a)  Cash Payment at Closing.  Purchaser  shall  deliver to the Sellers six
          hundred thousand dollars ($600,000.00), issued as follows:

            Joseph Allen Wright           ($300,000.00)
            Richard Dean Harvey           ($150,000.00)
            Traci Marlene Harvey          ($150,000.00)

     (b)  Cash Payments  Post-Closing.  Purchaser shall deliver one million four
          hundred  thousand  dollars  ($1,400,000.00)  in  accordance  with  the
          schedule set forth in Exhibit 2.

     (c)  Stock. The delivery through the transfer agent of a total of 1,000,000
          shares of  restricted  stock in EPIC,  which shall vest annually as on
          the  anniversary  date of the execution of this Agreement in three (3)
          equal  installments  over a period of three (3)  years  (the  "Vesting
          Date").  For each year Wright, R. Harvey and T. Harvey,  individually,
          are  employed by  Purchaser  upon the  Vesting  Date and have not been
          terminated  Without  Cause as defined in their  respective  Employment
          Agreements, the shares shall be distributed as follows:

            Joseph Allen Wright           (166,666.67 shares)
            Richard Dean Harvey           (83,333.33 shares)
            Traci Marlene Harvey          (83,333.33 shares)

      The Parties agree and affirm that Stock that has vested as of each Vesting
      Date in the Sellers cannot be revoked.

     (d)  Death or Disability of Seller. The Purchaser's  obligation to make the
          post-closing cash payments as defined in Section 2.4(a) and (b) or the
          disbursement  of the Stock  defined  in  Section  2.4(c)  shall not be
          relieved as a result of the death or disability  of Wright,  R. Harvey
          or T. Harvey.

      SECTION 2.5 Closing. Subject to the terms and conditions of this
Agreement, the sale and purchase of the EIS Membership Interests and all of the
other closing deliveries required by Section 2.6 shall take place at a closing
at the offices of the Purchaser (the "Closing"). The date on which the Closing
actually occurs shall be called the "Closing Date" as provided in this Section
2.5 and shall be the later of the date of delivery of the items as provided in
Section 2.6, but in no event shall the Closing occur later than March 31, 2008.
Purchaser, at its election, may extend this date for up to thirty (30) days.

      SECTION 2.6 Closing Deliveries. At the Closing, each of the following
Parties shall deliver or cause to be delivered to the designated Party or
Parties all of the following, and in the case of executed agreements, documents
or instruments, in each case executed by the Party or a duly authorized
representative of the Party on such Party's behalf;

      (a) The EIS Parties shall deliver to Purchaser:



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          (i)  Endorsed  membership  interest  certificates  for 100% of the EIS
     Membership Interests;

          (ii)  A  certificate  of the  appropriate  officer  of EIS  certifying
     resolutions   approving  and  authorizing   the  execution,   delivery  and
     performance by it of this  Agreement and the Ancillary  Agreements to which
     it is a party and the consummation by it of the  transactions  described in
     this Agreement and the Ancillary Agreements;

          (iii) Individual  Employment  Agreements  executed by EIS, Wright,  R.
     Harvey and T. Harvey in substantially the form attached hereto as Exhibit 3
     (the "Employment Agreements");

          (iv) An updated balance sheet, showing the cash balance of the company
     upon Closing; and

          (v)  all  other  items  required  to  be  delivered  pursuant  to  the
     provisions of this Agreement.

     (b)  Purchaser shall deliver to Seller:

          (i) all items  required to be delivered  pursuant to the provisions of
     this Agreement; and

          (ii) A  certificate  of the  appropriate  officer  of EPIC  certifying
     resolutions   approving  and  authorizing   the  execution,   delivery  and
     performance by it of this  Agreement and the Ancillary  Agreements to which
     it is a party and the consummation by it of the  transactions  described in
     this Agreement and the Ancillary Agreements.

          (iii) Two wire  transfers for the requisite sums payable to Sellers as
     set forth in Section 2.4(a) above, delivered to the following accounts:

     a)   Joseph A. Wright:
          Bank: City National Bank of Taylor
          Routing: 114901859
          Account: 4313029

b)        Richard D. Harvey and Traci M. Harvey Bank:
          Woodforest National Bank Routing: 113008465
          Checking: 5891445

     SECTION 2.7 Trade Names.  The EIS Parties  expressly  represent and warrant
that the purchase of the EIS  Membership  Interests  shall entitle  Purchaser to
have any and all rights in and to EIS'  trade or brand  names  "Epic  Integrated
Solutions  LLC" and variations  thereof as used by EIS since its  formation.  As
long as Purchaser  fulfills his obligations under this Agreement,  the Purchaser


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<PAGE>

will continue to use the name "Epic  Integrated  Solutions  LLC" as the name for
EIS for a period of at least eighteen (18) months after Closing, but may include
as a by-line following the name "an EPiC company."

     SECTION 2.8 Effective Date. The effective date of this transaction shall be
January 1, 2008 ("Effective Date").

     SECTION 2.9. Recognition of Inducements to Sell and to Purchase.  Purchaser
agrees that its obligations  under this Agreement and the Employment  Agreements
attached hereto as Exhibit 3 are material inducements and conditions to Seller's
sale of their  respective  Membership  Interests under this  Agreement,  without
which the Sellers  would not have entered into this  Agreement.  The EIS Parties
agree that their  execution of and obligations  under any ancillary  agreements,
including but not limited to the Employment  Agreements are material inducements
and conditions to Purchaser's  purchase of the Membership  Interests  under this
Agreement,  without  which  the  Purchaser  would  not have  entered  into  this
Agreement.

     SECTION 2.10 Stock Certificate  Legend.  The certificates  representing the
shares issued pursuant to Section 2.4 shall contain the following legend:  "RULE
144 RESTRICTION",  and the certificates  representing the shares issued pursuant
to Section 2.4 hereof shall contain the following legend,  which shall appear of
the back of the  certificates:  "The shares  represented by this certificate are
subject to  forfeiture  in  accordance  with the  provisions  of the  membership
interest  purchase  agreement  dated  February  20,  2008  between  Epic  Energy
Resources,  Inc., and the members of EIS." However,  if any EIS Party desires to
transfer his or her certificate evidencing the shares issued pursuant to Section
2.4 after February 19, 2009,  Purchaser  shall use its best efforts to cause its
transfer  agent to issue a  certificate  without  the  legend  set  forth in the
Section herein without any opinion of counsel requirement.  On the legend of the
second  third of the  certificates  shall  appear  the  following:  "The  shares
represented by this certificate are subject to forfeiture in accordance with the
provisions of the membership  purchase agreement dated February 20, 2008 between
Epic Energy  Resources Inc., and the members of EIS." However,  if any EIS Party
desires to transfer his or her certificate evidencing the shares issued pursuant
to Section 2.4 after February 19, 2010,  Purchaser shall use its best efforts to
cause its transfer agent to issue a certificate  without the legend set forth in
the Section herein without any opinion of counsel requirement.  On the legend of
the third third of the  certificates  shall  appear the  following:  "The shares
represented by this certificate are subject to forfeiture in accordance with the
provisions of the membership  purchase agreement dated February 20, 2008 between
Epic Energy  Resources Inc., and the members of EIS." However,  if any EIS Party
desires to transfer his or her certificate evidencing the shares issued pursuant
to Section 2.4 after February 19, 2011,  Purchaser shall use its best efforts to
cause its transfer agent to issue a certificate  without the legend set forth in
the Section herein without any opinion of counsel requirement.

      SECTION 2.11 Tax Advice. Each of Wright, R. Harvey, and T. Harvey, have
sought tax advice on the taxation issues with regard to this Agreement and the
Ancillary Agreements, including but not limited to taxation of the purchase
price consideration and the restricted shares granted under the Employment
Agreements. Each of Wright, R. Harvey, and T. Harvey have discussed Section


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<PAGE>

83(b) of the Internal Revenue Code with their tax advisor and understand the
time frames therein and its effects.


                                   ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF JOSEPH WRIGHT, RICHARD HARVEY AND TRACI HARVEY

      As an inducement to Purchaser to enter into this Agreement, each of
Wright, R. Harvey and T. Harvey jointly and severally represent and warrant to
Purchaser that the statements contained in Article 3 are correct and complete as
of the Effective Date and the Closing Date:

     SECTION 3.1 Existence and Good Standing.

          (a)  EIS  is a  limited  liability  company  duly  organized,  validly
     existing and in good standing under the laws of the State of Texas. EIS has
     all requisite  power and authority to own, lease and operate its assets and
     to conduct its business as it is currently conducted, and is duly qualified
     to transact  business as a foreign limited liability company and is in good
     standing  in each  jurisdiction  in which its assets  are owned,  leased or
     operated by it or the nature of the  operation of its business  requires it
     to qualify to transact business as a foreign limited liability company. The
     jurisdictions  in which EIS is so  qualified  are set forth on Schedule 3.1
     hereto.

          SECTION 3.2 Capitalization.

          (a) Ownership. The ownership of all of the membership interests in EIS
     is  accurately  set forth in  Schedule  3.2 hereto.  The entire  authorized
     membership  interests of EIS consists of 100 units of membership  interest,
     each  of  which  are set  forth  on  Schedule  3.2.  All of the  membership
     interests listed on Schedule 3.2 are duly authorized and has been issued in
     accordance with the terms of the Governing  Documents of EIS, and are fully
     paid and non-assessable. The membership interests on Schedule 3.2 represent
     the only issued  membership  interests  of EIS.  There are no (i)  options,
     warrants,  calls,  subscriptions or other rights, agreements or commitments
     obligating EIS to issue,  transfer or sell any equity  interests of EIS; or
     (ii) voting trusts or other agreements or  understandings to which EIS is a
     party or by which EIS is bound with  respect  to the  voting,  transfer  or
     other disposition of any membership interest of EIS. Except as set forth on
     Schedule 3.2, EIS is not a partner with, member of, or holder of any equity
     interest in any other Person.  All of the  membership  interests of EIS are
     held  beneficially and of record by Wright,  R. Harvey and T. Harvey as set
     forth on Schedule 3.2, free and clear of all Liens.

          (b) Due  Authorization.  EIS has all requisite  power and authority to
     execute,  deliver  and  perform  this  Agreement  and the  documents  to be
     delivered   pursuant  to  the  terms  of  this  Agreement  (the  "Ancillary
     Agreements")  to which it is a party  and to  consummate  the  transactions
     described in this  Agreement and the Ancillary  Agreements.  The execution,
     delivery  and  performance  by EIS of  this  Agreement  and  the  Ancillary
     Agreements  to  which  it is a  party  and the  consummation  by EIS of the


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<PAGE>

     transactions  described in this Agreement and the Ancillary Agreements have
     been duly and validly  authorized by all necessary  corporate action on the
     part of EIS, and no other company actions or proceedings on the part of EIS
     are  necessary to authorize  the  execution,  delivery and  performance  by
     Wright,  R.  Harvey,  T.  Harvey and of this  Agreement  and the  Ancillary
     Agreements to which they are a party or the transactions  described in this
     Agreement and the Ancillary  Agreements.  Each of Wright,  R. Harvey and T.
     Harvey has all  requisite  legal  capacity to execute,  deliver and perform
     this  Agreement and the Ancillary  Agreements to which he or she is a party
     and to  consummate  the  transactions  described in this  Agreement and the
     Ancillary  Agreements.  Each of the  EIS  Parties  have  duly  and  validly
     executed and delivered this Agreement and has duly and validly executed and
     delivered the Ancillary  Agreements to which it is a party.  This Agreement
     constitutes, and upon execution and delivery of (assuming due execution and
     delivery thereof by all other Parties thereto) the Ancillary  Agreements to
     which each of the EIS Parties is a party,  shall constitute,  legal,  valid
     and binding  obligations  of each of the EIS Parties,  enforceable  against
     each of them in  accordance  with their terms,  except as may be limited by
     (a)  applicable  bankruptcy,  insolvency,  moratorium,   reorganization  or
     similar Laws that affect creditors' rights generally;  or (b) principles of
     equity,  including  legal or equitable  limitations on the  availability of
     specific remedies.

          (c) No Conflicts. Neither the execution and delivery of this Agreement
     by any EIS Party,  nor the  performance by any EIS Party of his, her or its
     obligations  hereunder,  will (i) violate any  statute,  regulation,  rule,
     injunction,  judgment,  order, decree, ruling, charge, or other restriction
     of any government, governmental agency, or court to which such EIS Party is
     subject (or, if  applicable,  any  provision  of his or its will,  or other
     Governing Documents), (ii) conflict with, result in a breach of, constitute
     a default  under,  result in the  acceleration  of, create in any party the
     right to accelerate,  terminate,  modify,  or cancel, or require any notice
     under  any  agreement,  contract,  lease,  license,  instrument,  or  other
     arrangement  to which such EIS Party is a party or by which he,  she, or it
     is bound or to which any of his,  her, or its assets are subject,  or (iii)
     result in the  imposition or creation of a Lien upon or with respect to the
     assets of EIS.  No EIS Party is subject  to, or a party to,  any  contract,
     instrument or other  commitment that would prevent the execution,  delivery
     and performance by a EIS Party of this Agreement,  each Ancillary Agreement
     and the consummation of the transactions contemplated hereby. Except as set
     forth  in  Schedule  3.2,  neither  the  execution  and  delivery  of  this
     Agreement,  Ancillary  Agreements nor the  consummation of the transactions
     contemplated hereby will, directly or indirectly (with or without notice or
     lapse of  time),  (a)  Breach  (i) any  provision  of any of the  Governing
     Documents of EIS or (ii) any resolution  adopted by the Managers or Members
     of EIS, (b) Breach or give any Governmental  Body or other Person the right
     to challenge any of the transactions contemplated hereby or to exercise any
     remedy or obtain any  relief  under any Legal  Requirement  or any Order to
     which any EIS Party or any of its assets,  may be subject;  (c) contravene,
     conflict  with or  result in a  violation  or breach of any of the terms or
     requirements  of,  or give  any  Governmental  Body the  right  to  revoke,
     withdraw,   suspend,   cancel,   terminate  or  modify,   any  Governmental
     Authorization  that is held by any EIS Party or that  otherwise  relates to
     any EIS assets or to the business of EIS; (d) cause the Purchaser to become


                                       12
<PAGE>

     subject to, or to become liable for the payment of, any Tax not accrued for
     or reflected in the Financial  Statements;  (e) Breach any provision of, or
     give any  Person  the right to  declare a default  or  exercise  any remedy
     under,  or to accelerate the maturity or performance  of, or payment under,
     or to cancel, terminate or modify, any contract to which any EIS Party is a
     party;  or (f) result in the  imposition  or creation  of any  Encumbrance,
     other than a  Permitted  Encumbrance,  upon or with  respect to any of EIS'
     assets.(d)  Brokerage.  There  are no  claims  for  brokerage  commissions,
     finders' fees or similar  compensation in connection with the  transactions
     contemplated  by this  Agreement  based  on any  arrangement  or  agreement
     binding  upon any EIS  Membership  Interests  for  which any Party or their
     Affiliates could become liable.

          (e) Securities  Laws. The EPIC stock to be acquired by the Wright,  R.
     Harvey and T. Harvey  pursuant to this Agreement is not being acquired with
     a view to, or intention of, distribution in violation of the Securities Act
     of 1933,  as  amended  from time to time  (the  "Securities  Act"),  or any
     applicable  state securities laws, and the EPIC stock shall not be disposed
     of  in  contravention  of  the  Securities  Act  or  any  applicable  state
     securities laws. Each of Wright,  R. Harvey and T. Harvey,  is an executive
     officer of EIS, is an  "accredited  investor" as that term is defined under
     the Securities Act, is  sophisticated  in financial  matters and is able to
     evaluate the risks and benefits of the  investment in the EPIC stock.  Each
     of Wright, R. Harvey and T. Harvey  understands that the EPIC stock has not
     been  registered  under the  Securities  Act and  therefore  cannot be sold
     unless  subsequently  registered  under  the  Securities  Act or  unless an
     exemption from such  registration is available.  Each of Wright,  R. Harvey
     and T. Harvey has had the  opportunity to ask questions and receive answers
     concerning  the terms and  conditions  of the EPIC stock and full access to
     such other information concerning Purchaser as he or she has requested.

     SECTION 3.3 Consents.  Except as set forth in Schedule 3.3, no EIS Party is
required  to give any  notice  to or  obtain  any  consent  from any  Person  in
connection  with the  execution  and delivery of this  Agreement,  the Ancillary
Agreements,  or the  consummation  or  performance  of  any of the  transactions
contemplated hereby.

     SECTION 3.4 Accounts Receivable. All Accounts Receivable that are reflected
on the  Financial  Statements  or on  the  accounting  records  of EIS as of the
Closing Date represent or will represent  valid  obligations  arising from sales
actually made or services  actually  performed by EIS in the Ordinary  Course of
Business.  EIS will take reasonable  steps in the Ordinary Course of Business to
collect the Accounts  Receivable prior to the Closing Date. Except to the extent
paid prior to the Closing Date,  such Accounts  Receivable  are or will be as of
the Closing Date current and collectible net of the respective reserves shown on
the Financial Statements (which reserves are adequate and calculated  consistent
with past  practice).  There is no contest,  claim,  defense or right of setoff,
other than returns in the Ordinary Course of Business of EIS, under any Contract
with any  account  debtor of an  Account  Receivable  relating  to the amount or
validity  of such  Account  Receivable.  Schedule  3.4  contains a complete  and
accurate  list  of all  Accounts  Receivable  as of the  date  of the  Financial
Statements, which list sets forth the aging of each such Account Receivable.


                                       13
<PAGE>

      SECTION 3.5      Financial Statements.

            (a) Schedule 3.5 contains a true and correct copy of an unaudited
      balance sheet of EIS at December 31, 2007 and the related statements of
      income, members' equity and cash flows for the period then ended (the
      "Financial Statements"). Except as noted on Schedule 3.5 or in the
      Financial Statements and except for normal year-end adjustments, the
      Financial Statements are complete and correct, were prepared in accordance
      with GAAP and present fairly, in all material respects, the financial
      condition of EIS at the respective dates thereof and the operating income
      of EIS for the respective periods then ended. EIS agrees to send all year
      to date financials through the Closing Date to Purchaser as soon as they
      have been prepared.

            (b) EIS has no debt except as set forth in the Financial Statements.

            (c) EIS has no off-balance sheet financing statements, as determined
      in accordance with GAAP except as set forth on Schedule 3.5.

      SECTION 3.6 Inventories. Except as noted on Schedule 3.6, all items
included in the Inventories consist of a quality and quantity usable and, with
respect to finished goods, saleable, in the Ordinary Course of Business of EIS
except for obsolete items and items of below-standard quality, all of which have
been written off or written down to net realizable value in the Financial
Statements or on the accounting records of EIS as of the Closing Date, as the
case may be. EIS is not in possession of any Inventory not owned by that EIS,
including goods already sold. All of the Inventories have been valued at the
lower of cost or net realizable value. Inventories now on hand that were
purchased after the date of the Financial Statements were purchased in the
Ordinary Course of Business of EIS at a cost not exceeding market prices
prevailing at the time of purchase. The quantities of each item of Inventories
(whether raw materials, work-in-process or finished goods) are reasonable in the
present circumstances of EIS. Work-in-process Inventories are now valued, and
will be valued on the Closing Date, according to GAAP.

      SECTION 3.7 Real Property. Schedule 3.7 lists and describes briefly all
real property leased or subleased to EIS. EIS has delivered to the Purchaser
correct and complete copies of the leases and subleases listed in Schedule 3.7,
each as amended to date. With respect to each lease and sublease listed in
Schedule 3.7, and any amendment thereto:

            (a) the lease or sublease, and any amendment thereto, is legal,
            valid, binding, enforceable, and in full force and effect;

            (b) [Intentionally Omitted];

            (c) [Intentionally Omitted];

            (d) no party to the lease or sublease has repudiated any provision
            thereof;

            (e) there are no disputes, oral agreements, or forbearance programs
            in effect as to the lease or sublease;


                                       14
<PAGE>

            (f) with respect to each sublease, EIS has not taken any action that
            would cause the representations and warranties set forth in this
            Agreement to be untrue or incorrect with respect to the underlying
            lease;

            (g) EIS has not assigned, transferred, conveyed, mortgaged, deeded
            in trust, or encumbered any interest in the leasehold or
            subleasehold;

            (h) to the extent approval of any Governmental Body has been
            required in connection with EIS' operation of a property it leases
            or subleases, EIS has received all required approvals and has
            operated and maintained, and conducted its operations on, the leased
            or subleased properties in accordance with applicable laws, rules,
            and regulations; and

            (i) all facilities leased or subleased thereunder are supplied with
            utilities and other services necessary for the operation of said
            facilities.

      SECITON 3.8 Absence of Certain Changes. Except as and to the extent set
forth in Schedule 3.8, since its formation, EIS has conducted its business only
in the Ordinary Course of Business and there has not been any:

            (a) change in EIS' authorized or issued membership interests, grant
      of any option or right to purchase membership intersts in EIS or issuance
      of any security convertible into such membership interest;

            (b) amendment to the Governing Documents of EIS;

            (c) payment (except in the Ordinary Course of Business) or increase
      by EIS of any bonuses, salaries or other compensation to any member,
      manager, director, officer or employee or entry into any employment,
      severance or similar Contract with any member, director, officer or
      employee;

            (d) adoption of, amendment to or increase in the payments to or
      benefits under, any Employee Plan;

            (e) damage to or destruction or loss in excess of $20,000.00 to any
      asset of EIS, whether or not covered by insurance;

            (f) entry into, termination of or receipt of notice of termination
      of (i) any license, distributorship, dealer, sales representative, joint
      venture, credit or similar Contract to which EIS is a party, or (ii) any
      Contract or transaction involving a total remaining commitment by EIS of
      at least $20,000.00;

            (g) sale (other than sales of Inventories in the Ordinary Course of
      Business), lease or other disposition of any asset or property of EIS
      (including the Intellectual Property assets) or the creation of any
      Encumbrance on any asset;


                                       15
<PAGE>

            (h) cancellation or waiver of any claims or rights with a value to
      EIS in excess of $10,000.00;

            (i) notification by any customer or supplier of discontinuance of or
      changes to the terms of its relationship with EIS;

            (j) Material Change in the accounting methods used by EIS;

            (k) Contract by EIS to do any of the foregoing; or

            (l) violation of any Environmental Law.

      SECTION 3.9 No Material Change. Except as set forth in Schedule 3.9, since
its formation, there has not been any Material Change in the business, assets,
liabilities (contingent or otherwise), results of operations or financial
condition, of EIS, and no event has occurred or circumstance exists that may
result in such a Material Change.

      SECTION 3.10 Litigation. (a) Except as set forth in Schedule 3.10, there
      is no pending or threatened Proceeding:

               (i) by or against EIS, or by or against Wright,  R. Harvey and T.
          Harvey,  that otherwise relates to or may materially  adversely affect
          the business of, or any of the assets owned or used by, EIS; or

               (ii) that challenges,  or that may have the effect of preventing,
          delaying,  making  illegal or otherwise  interfering  with, any of the
          transactions contemplated herein.

          (b) No event has occurred or  circumstance  exists that is  reasonably
     likely to give rise to or serve as a basis for the commencement of any such
     Proceeding.  EIS has  delivered to the Purchaser  copies of all  pleadings,
     correspondence  and other documents  relating to each Proceeding  listed in
     Schedule  3.10.  Except as set forth on Schedule  3.10,  there are no other
     Proceedings  listed or required  to be listed in  Schedule  3.10 that could
     have an adverse effect on the business,  operations,  assets,  condition or
     prospects of EIS.

          (c) Except as set forth in Schedule 3.10:

               (i) there is no Order to which EIS, its  businesses or any of its
          assets are subject; and

               (ii) no member, manager, officer,  director, agent or employee of
          EIS is subject  to any Order  that  prohibits  such  member,  manager,
          officer,  director,  agent or employee  from engaging in or continuing
          any conduct, activity or practice relating to the business of EIS.

          (d)  Except as set forth in Schedule 3.10:


                                       16
<PAGE>

               (i) EIS is, and, at all times  since its  formation,  has been in
          compliance  with all of the terms and  requirements  of each  Order to
          which its assets is or has been subject;

               (ii)  No  event  has  occurred  or  circumstance  exists  that is
          reasonably  likely to constitute or result in (with or without  notice
          or lapse of time) a violation of or failure to comply with any term or
          requirement of any Order to which EIS' assets are subject; and

               (iii) EIS has not received, at any time since its formation,  any
          notice  or other  communication  (whether  oral or  written)  from any
          Governmental  Body or any other Person regarding any actual or alleged
          violation of, or failure to comply with, any Order to which EIS or any
          of EIS' assets is or has been subject.

     SECTION 3.11 Intellectual  Property.  (a) All of the Intellectual  Property
necessary to operate EIS' business is set forth on Schedule  3.11(a) and, except
as set forth on Schedule  3.11(a),  is vested in and  beneficially  owned by EIS
free and clear of any Encumbrance.  Except as disclosed in Schedule 3.11(a), EIS
has no Intellectual Property registered with any Governmental Body.

            (b) Except as set forth in Schedule 3.11(b), EIS has not granted any
      license under any of the Intellectual Property to any other Person.

            (c) Except as set forth in Schedule 3.11(c), EIS does not require a
      license or right under or in respect of any intellectual property of any
      other Person to conduct its business as it is presently conducted and no
      substantial part of the business is carried on under the agreement or
      consent of any other Person nor is there any agreement with any other
      Person which significantly restricts the fields in which EIS' business may
      be carried on.

            (d) No disclosure has been made to any Person of the know-how or
      financial or trade secrets of EIS, except properly and in the Ordinary
      Course of Business and on condition that such disclosure is to be treated
      as being of a confidential nature.

            (e) Except as set forth on Schedule 3.11(e) none of the processes
      currently used by EIS or any of the properties, products or services
      currently sold by EIS or any Intellectual Property infringes the
      intellectual property rights of any other Person; and (ii) neither EIS nor
      Seller has received any notice of adverse claim or threat of adverse claim
      by any Person with respect thereto, and no basis exists for any such
      claim.

     SECTION 3.12 Contracts.

            (a) Schedule 3.12(a) contains an accurate and complete list, and EIS
      has delivered to Purchaser accurate and complete copies, of:

                  (i) each Contract between EIS and a Related Party;


                                       17
<PAGE>

                  (ii) each Contract that involves performance of services or
            delivery of goods or materials by EIS or to EIS, as the case may be,
            of an amount or value in excess of $10,000.00;

                  (iii) each Contract that involves performance of services or
            delivery of goods or materials by EIS or to EIS that is not
            cancelable with no more than 90 days notice;

                  (iv) each Contract that was not entered into in the Ordinary
            Course of Business and that involves expenditures or receipts of EIS
            in excess of $20,000.00;

                  (v) each Contract affecting the ownership of, leasing of,
            title to, use of or any leasehold or other interest in any real or
            personal property (except personal property leases and installment
            and conditional sales agreements having a value per item or
            aggregate payments of less than $20,000.00 and with a term of less
            than one year);

                   (vi) each Contract (however named) involving a sharing of
            profits, losses, costs or liabilities by EIS with any other Person;

                  (vii) each Contract containing covenants that in any way
            purport to restrict EIS' business activity or limit the freedom of
            EIS to engage in any line of business or to compete with any Person;

                  (viii) each Contract providing for payments to or by any
            Person based on sales, purchases or profits, other than direct
            payments for goods or services;

                  (ix) each power of attorney of EIS that is currently effective
            and outstanding;

                  (x) each Contract entered into other than in the Ordinary
            Course of Business that contains or provides for an express
            undertaking by EIS to be responsible for consequential damages;

                  (xi) each Contract for capital expenditures in excess of
            $10,000.00;

                  (xii) each Contract not denominated in U.S. dollars;

                  (xiii) each written warranty, guaranty or other similar
            undertaking with respect to contractual performance extended by EIS
            other than in the Ordinary Course of Business; and

                  (xiv) each amendment, supplement and modification (whether
            oral or written) in respect of any of the foregoing.


                                       18
<PAGE>

            (b) Except as set forth in Schedule 3.12(b), each of the EIS Parties
      do not have or may not acquire any rights under any Contract of EIS or to
      any of EIS' assets.

            (c) Except as set forth in Schedule 3.12(c):

                  (i) unless completed in the Ordinary Course of Business or
            discharged due to the bankruptcy of a party thereto, each Contract
            identified or required to be identified in Schedule 3.12(a) is in
            full force and effect and is valid and enforceable in accordance
            with its terms excepting for the possibility that the transfer of
            the obligations of EIS to EPIC may be objected to by the party
            thereto;

                  (ii) no Contract identified or required to be identified in
            Schedule 3.12(a) is subject to cancellation or termination as a
            result of the transactions contemplated herein; and

                  (iii) no Contract identified or required to be identified in
            Schedule 3.12(a) will upon completion or performance thereof have an
            adverse effect on EIS.

            (d) Except as set forth in Schedule 3.12(d):

                  (i) EIS has, and at all times since its formation, has been,
            in compliance with all applicable terms and requirements of each
            Contract to which EIS is a party excepting for the possibility that
            the transfer of the obligations of EIS to EPIC may be objected to by
            the party thereto;

                  (ii) each other Person that has or had any obligation or
            liability under any Contract to which EIS is a party is, and at all
            times since its formation, has been, in full compliance with all
            applicable terms and requirements of such Contract;

                  (iii) no event has occurred or circumstance exists that (with
            or without notice or lapse of time) may contravene, conflict with or
            result in a Breach of, or give EIS or other Person the right to
            declare a default or exercise any remedy under, or to accelerate the
            maturity or performance of, or payment under, or to cancel,
            terminate or modify, any Contract to which EIS is a Party excepting
            for the possibility that the transfer of the obligations of EIS to
            EPIC may be objected to by the party thereto;

                  (iv) no event has occurred or circumstance exists under or by
            virtue of any Contract that (with or without notice or lapse of
            time) would cause the creation of any Encumbrance affecting any of
            EIS' assets; and

                  (v) EIS has not given to or received from any other Person, at
            any time since its formation, any notice or other communication
            (whether oral or written) regarding any actual, alleged, possible or
            potential violation or Breach of, or default under, any Contract to
            which EIS is a Party.


                                       19
<PAGE>

          (e)  There  are no  renegotiations  of,  attempts  to  renegotiate  or
     outstanding  rights to renegotiate any amounts paid or payable to EIS under
     current or completed  Contracts  with any Person having the  contractual or
     statutory right to demand or require such  renegotiation and no such Person
     has made written demand for such renegotiation.

          (f)  Each  Contract  relating  to the  sale,  design,  manufacture  or
     provision  of  products or  services  by EIS has been  entered  into in the
     Ordinary  Course of Business of EIS and has been  entered  into without the
     commission  of any act alone or in concert  with any other  Person,  or any
     consideration  having  been  paid  or  promised,  that  is or  would  be in
     violation of any Legal Requirement.

      SECTION 3.13 Customers and Suppliers. Except as set forth in Schedule
3.13, since its formation, no supplier, customer, distributor or third party
sales representative has canceled or otherwise terminated, or given notice of
intent to cancel or otherwise terminate, for any reason, its relationship with
EIS.

          (a) EIS has maintained workers'  compensation  coverage as required by
     applicable  state,  provincial,  or  territorial  law  through  purchase of
     insurance  and not by  self-insurance  or otherwise  except as disclosed to
     Purchaser on Schedule 3.14(a).

          (b) Except as required by Legal Requirements,  the consummation of the
     transactions contemplated hereby will not accelerate the time of vesting or
     the time of payment,  or increase the amount,  of  compensation  due to any
     director,  employee,  officer,  former  employee or former  officer of EIS.
     There are no contracts or  arrangements  providing  for payments that could
     subject any person to liability for tax under Section 4999 of the Code.

          (c) Except for the  continuation  coverage  requirements of COBRA, EIS
     has no obligations or potential liability for benefits to employees, former
     employees  or  their  respective   dependents   following   termination  of
     employment or retirement  under any of the Employee Plans that are Employee
     Welfare Benefit Plans.

          (d) None of the  transactions  contemplated  hereby  will result in an
     amendment,  modification  or termination of any of the Employee  Plans.  No
     written or oral  representations  have been made to any  employee or former
     employee of EIS promising or guaranteeing  any employer  payment or funding
     for the continuation of medical,  dental,  life or disability  coverage for
     any period of time beyond the end of the current  plan year  (except to the
     extent  of   coverage   required   under   COBRA).   No   written  or  oral
     representations have been made by EIS to any employee or former employee of
     EIS concerning the employee benefits of the Purchaser.

          (e) All  Employee  Plans  of EIS  have  been  duly  registered,  where
     required,  and  are in  good  standing  under  all  applicable  legislation
     (foreign or domestic)  and all required  employer  contributions  under any
     such  plan(s)  or  policies  have  been  made and no past  service  funding
     liabilities exist thereunder.

     SECTION 3.14 Employee Benefit Plans.

          (a) EIS has maintained workers'  compensation  coverage as required by
     applicable  state,  provincial,  or  territorial  law  through  purchase of
     insurance  and not by  self-insurance  or otherwise  except as disclosed to
     Purchaser on Schedule 3.14(a).

          (b) Except as required by Legal Requirements,  the consummation of the
     transactions contemplated hereby will not accelerate the time of vesting or
     the time of payment,  or increase the amount,  of  compensation  due to any
     director,  employee,  officer,  former  employee or former  officer of EIS.
     There are no contracts or  arrangements  providing  for payments that could
     subject any person to liability for tax under Section 4999 of the Code.

          (c) Except for the  continuation  coverage  requirements of COBRA, EIS
     has no obligations or potential liability for benefits to employees, former
     employees  or  their  respective   dependents   following   termination  of
     employment or retirement  under any of the Employee Plans that are Employee
     Welfare Benefit Plans.

          (d) None of the  transactions  contemplated  hereby  will result in an
     amendment,  modification  or termination of any of the Employee  Plans.  No
     written or oral  representations  have been made to any  employee or former
     employee of EIS promising or guaranteeing  any employer  payment or funding
     for the continuation of medical,  dental,  life or disability  coverage for
     any period of time beyond the end of the current  plan year  (except to the
     extent  of   coverage   required   under   COBRA).   No   written  or  oral
     representations have been made by EIS to any employee or former employee of
     EIS concerning the employee benefits of the Purchaser.

          (e) All  Employee  Plans  of EIS  have  been  duly  registered,  where
     required,  and  are in  good  standing  under  all  applicable  legislation
     (foreign or domestic)  and all required  employer  contributions  under any
     such  plan(s)  or  policies  have  been  made and no past  service  funding
     liabilities exist thereunder.


                                       20
<PAGE>

          SECTION 3.15 Compliance with Law.

          (a) Except as set forth in Schedule 3.15(a),

               (i) EIS is, and at all times since its  formation,  has been,  in
          full compliance with each Legal  Requirement that is or was applicable
          to  them  or to  the  conduct  or  operation  of its  business  or the
          ownership or use of any of its assets in all material respects;

               (ii) no event has occurred or  circumstance  exists that (with or
          without  notice  or lapse of time) (A) may  constitute  or result in a
          violation  by EIS of, or a failure on the part of EIS to comply  with,
          any Legal  Requirement  or (B) may give rise to any  obligation on the
          part of EIS to  undertake,  or to bear all or any  portion of the cost
          of, any remedial action of any nature; and

               (iii) EIS has not received, at any time since its formation,  any
          notice  or other  communication  (whether  oral or  written)  from any
          Governmental  Body or any  other  Person  regarding  (A)  any  actual,
          alleged,  possible  or  potential  violation  of, or failure to comply
          with, any Legal  Requirement or (B) any actual,  alleged,  possible or
          potential  obligation on the part of EIS to undertake,  or to bear all
          or any portion of the cost of, any remedial action of any nature.

          (b) Schedule  3.15(b)  contains a complete  and accurate  list of each
     Governmental Authorization that is held by EIS or that otherwise relates to
     EIS' business or its assets. Each Governmental  Authorization needed by EIS
     for the  conduct of its  business  is valid and in full  force and  effect.
     Except as set forth in Schedule 3.15(b):

               (i) EIS is, and at all times  since its  formation  has been,  in
          full  compliance  with  all of the  terms  and  requirements  of  each
          Governmental  Authorization identified or required to be identified in
          Schedule 3.15(b);

               (ii) no event has  occurred or  circumstance  exists that may (A)
          constitute  or result  directly or  indirectly  in a violation of or a
          failure to comply  with any term or  requirement  of any  Governmental
          Authorization  or (B) result directly or indirectly in the revocation,
          withdrawal,  suspension,   cancellation  or  termination  of,  or  any
          modification to, any Governmental  Authorization needed by EIS for the
          conduct of its business;


                                       21
<PAGE>

               (iii) EIS has not received, at any time since its formation,  any
          notice  or other  communication  (whether  oral or  written)  from any
          Governmental  Body or any  other  Person  regarding  (A)  any  actual,
          alleged,  possible or potential violation of or failure to comply with
          any term or requirement of any  Governmental  Authorization or (B) any
          actual,  proposed,  possible  or  potential  revocation,   withdrawal,
          suspension,  cancellation,  termination  of  or  modification  to  any
          Governmental Authorization; and

               (iv) all applications required to have been filed for the renewal
          of the  Governmental  Authorizations  necessary of the conduct of EIS'
          business  have been duly filed on a timely basis with the  appropriate
          Governmental  Bodies, and all other filings required to have been made
          with respect to such Governmental  Authorizations  have been duly made
          on a timely basis with the appropriate Governmental Bodies.

          (c)  The  Governmental   Authorizations  listed  in  Schedule  3.15(b)
     collectively constitute all of the Governmental Authorizations necessary to
     permit EIS to lawfully  conduct  and operate its  business in the manner in
     which it currently conducts and operates such business and to permit EIS to
     own and use its assets in the manner in which  they  currently  own and use
     such assets.

      SECTION 3.16     Taxes.

                                       22
<PAGE>

            (a) Tax Returns Filed and Taxes Paid. EIS has filed or caused to be
      filed on a timely basis all Tax Returns and all reports with respect to
      Taxes that are or were required to be filed pursuant to applicable Legal
      Requirements. All Tax Returns and reports filed by EIS are true, correct
      and complete. The EIS Parties have paid, or made provision for the payment
      of, all Taxes for which they are responsible that have or may have become
      due for all periods covered by the Tax Returns or otherwise, or pursuant
      to any assessment received by EIS, except such Taxes, if any, as are
      listed in Schedule 3.16(a) and are being contested in good faith and as to
      which adequate reserves (determined in accordance with GAAP) have been
      provided in the Financial Statements. Except as provided in Schedule
      3.16(a), EIS is not currently the beneficiary of any extension of time
      within which to file any Tax Return. No claim has ever been made or is
      expected to be made by any Governmental Body in a jurisdiction where EIS
      does not file Tax Returns that it is or may be subject to taxation by that
      jurisdiction. There are no Encumbrance on any of the assets that arose in
      connection with any failure to pay any Tax, and no claims attributable to
      Taxes which, if adversely determined, would result in any such
      Encumbrance.

            (b) Delivery of Tax Returns and Information Regarding Audits and
      Potential Audits. EIS has delivered or made available to Purchaser copies
      of, and Schedule 3.16(b) contains a complete and accurate copy of, all
      federal, state, provincial, territorial, local, and foreign income Tax
      Returns of EIS (other than Tax Returns for sales and use taxes) filed
      since its formation. Schedule 3.16(b) contains a complete and accurate
      list of all audits and pending Tax disputes. No EIS Party expects any
      undisclosed deficiencies to be asserted with respect to any such audit.
      All deficiencies proposed as a result of such audits have been paid,
      reserved against, settled or are being contested in good faith. EIS has
      delivered, or made available to Purchaser, copies of any examination
      reports, statements or deficiencies or similar items with respect to such
      audits. Except as provided in Schedule 3.16(b), no Governmental Body is
      likely to assess any additional taxes for any period for which Tax Returns
      have been filed. Except as provided in Schedule 3.16(b), there is no
      dispute or claim concerning any Taxes of EIS claimed or raised by any
      Governmental Body. Except as described in Schedule 3.16(a), EIS has not
      been given or been requested to give waivers or extensions (or is or would
      be subject to a waiver or extension given by any other Person) of any
      statute of limitations relating to the payment of Taxes of EIS or for
      which EIS may be liable.

            (c) Post-Closing Tax Liabilities. The unpaid Taxes of EIS (i) did
      not, as of the Closing Date, exceed the reserve for Tax Liability (rather
      than any reserve for deferred Taxes established to reflect timing
      differences between book and Tax income) set forth on the face of the
      Financial Statements and (ii) do not exceed that reserve as adjusted for
      passage of time through the Closing Date in accordance with the past
      custom and practice of EIS in filing its past Tax Returns. Except as
      disclosed in Schedule 3.16(c), there exists no proposed tax assessment or
      deficiency against EIS. Since the date of the Financial Statements, EIS
      has not incurred any liability for Taxes arising from extraordinary gains
      or losses, as that term is used in GAAP, outside the Ordinary Course of
      Business consistent with past custom and practice.


                                       23
<PAGE>

          (d)  Transactions  Affecting  Post-Closing  Tax Years. EIS will not be
     required to include any item of income in, or exclude any item of deduction
     from,  taxable  income for any taxable period (or portion  thereof)  ending
     after  the  Closing  Date  as a  result  of any (i)  change  in  method  of
     accounting  for a taxable  period  ending on or prior to the Closing  Date,
     (ii)  "closing  agreement"  as  described  in  Code  Section  7121  (or any
     corresponding  provision or similar provision of federal,  state,  local or
     foreign  income Tax law)  executed on or prior to the Closing  Date,  (iii)
     installment  sale or open  transaction  disposition made on or prior to the
     Closing  Date, or (iv) prepaid  amount  received on or prior to the Closing
     Date.

          (e) Specific Potential Tax Liabilities and Tax Situations.

               (i) Withholding. All Taxes that EIS are or were required by Legal
          Requirements to withhold,  deduct or collect prior to the Closing duly
          withheld,  deducted and collected and, to the extent required, will be
          paid to the proper Governmental Body or other Person.

               (ii) Tax Sharing or Similar  Agreements.  There is no tax sharing
          agreement,  tax  allocation  agreement,  tax  indemnity  obligation or
          similar  written or unwritten  agreement  or practice  with respect to
          Taxes (including any advance pricing  agreement,  closing agreement or
          other arrangement  relating to Taxes) that will require any payment by
          EIS.

               (iii)  Consolidated  Group.  EIS (i) has not been a member  of an
          Affiliated  Group  (or any  similar  group  defined  under  a  similar
          provision  of federal,  state,  local or foreign  law) and (ii) has no
          liability for Taxes of any person  (other than EIS) under  ss.1.1502-6
          of the Treasury  Regulations (or any similar provision of state, local
          or  foreign  law),  as  a  transferee  or  successor  by  contract  or
          otherwise.

               (iv)  Listed   Transactions.   EIS  has  not  participated  in  a
          transaction  that has  been  specifically  identified  by the IRS as a
          "listed"  transaction for purposes of  ss.1.6011-4(b)  of the Treasury
          Regulations  and has not disclosed any  transactions  to the IRS under
          any penalty amnesty program.

               (v)  Golden  Parachute  Agreements.  EIS  is not a  party  to any
          agreement,  contract  or plan  that  has  resulted  or  could  result,
          separately  or in the  aggregate,  in the  payment of (i) any  "excess
          parachute  payment"  within the meaning of Code  Section  280G (or any
          corresponding  provision of federal,  state, local or foreign Tax law)
          and (ii) any amount that will not be fully  deductible  as a result of
          Code Section 162(m) (or any corresponding provision of state, local or
          foreign Tax law).

               (vi) Arrangement  Constituting a Partnership.  EIS is not subject
          to any joint  venture,  partnership  or other  arrangement or contract


                                       24
<PAGE>

          that is treated as a  partnership  for  federal  or  applicable  state
          income tax purposes or for any other Tax purposes.

               (vii) Tax Attributes. Schedule 3.16(e)(vii) sets forth the amount
          of any net  operating  loss,  net  capital  loss,  unused  investment,
          foreign  tax  or  other  credit,  or  excess  charitable  contribution
          allocable to EIS as of the Closing Date.

      SECTION 3.17     Insurance

            (a) EIS has delivered to Purchaser:

                  (i) accurate and complete copies of all policies of insurance
            (and correspondence relating to coverage thereunder) to which EIS is
            a party or under which EIS is or has been covered at any time since
            its formation, a list of which is included in Schedule 3.17(a);

                  (ii) accurate and complete copies of all pending applications
            by EIS for policies of insurance; and

                  (iii) any statement by the auditor of EIS' Financial
            Statements or any consultant or risk management advisor with regard
            to the adequacy of EIS' coverage or of the reserves for claims.

            (b) Except as set forth in Schedule 3.17(b), EIS:

               (i)  does  not have  any  self-insurance  arrangement  by or that
          involves EIS, including any reserves established thereunder;

                  (ii) does not have any Contract or arrangement, other than a
            policy of insurance, for the transfer or sharing of any risk; and

                  (iii) has complied with all obligations to provide insurance
            coverage to third parties (for example, under leases or service
            agreements) and identifies the policy under which such coverage is
            provided.

(c) Except as set forth in Schedule 3.17(c):

               (i) all  policies  of  insurance  to which EIS is a party or that
          provide coverage to EIS:

          a)   are valid, outstanding and enforceable; and

          b)   are issued by an insurer that is reputable;

                  (ii) With respect to any policy of insurance, EIS has not
            received (A) any refusal of coverage or any notice that a defense


                                       25
<PAGE>

            will be afforded with reservation of rights or (B) any notice of
            cancellation or any other indication that any policy of insurance is
            no longer in full force or effect or that the issuer of any policy
            of insurance is not willing or able to perform its obligations
            thereunder;

                  (iii) With respect to any policy of insurance that involves
            EIS, EIS has paid or caused to be paid, all premiums due, and has
            otherwise performed all of its obligations, under each such policy
            of insurance to which it is a party or that provides coverage to
            EIS; and

                  (iv) With respect to any policy of insurance, EIS has given
            notice to the insurer of all known claims that may be insured
            thereby.

      SECTION 3.18  [Intentionally Omitted]

      SECTION 3.19 Products and Services. Schedule 3.19 sets forth all claims
asserted or threatened at any time since its formation against EIS in respect of
personal injury, wrongful death or property damage alleged to have resulted from
products or services provided by EIS, and all warranty claims with respect to
any single product with a value, individually or in the aggregate, in excess of
$5,000.00.

      SECTION 3.20 Governmental Authorizations. Except as set forth in Schedule
3.20, the Governmental Authorizations are all in full force and effect and
constitute all of the governmental approvals, permits and licenses that are
necessary to carry on and conduct the business and its operations as presently
conducted. EIS is not in violation of or default under any of the Governmental
Authorizations or any judgment, order, writ, injunction or decree of any court
or administrative agency issued against it and relating to the conduct of the
business or any statute, law, ordinance, rule or regulation applicable to the
conduct of the business.

      SECTION 3.21 Subsidiaries. All subsidiaries of EIS, whether wholly or
partially owned, and their jurisdiction of organization are listed on Schedule
3.21 (the "Subsidiaries"). Except for the capital stock of, or ownership
interests in the Subsidiaries, EIS does not own or control, directly or
indirectly, any interest or investment in any corporation, partnership,
association or other form of business entity.

     SECTION 3.22 Brokers and Finders. Neither EIS nor any of EIS's managers,
officers, directors or employees has employed any broker or finder or incurred
any liability for any brokerage fees, commissions or finder's fees in connection
with the Transactions contemplated by this Agreement.

     SECTION 3.23      Disclosure.

            (a) No representation or warranty or other statement made by any EIS
      Party in this Agreement or otherwise in connection with the transactions
      contemplated by this Agreement contains any untrue statement or omits to
      state a material fact necessary to make any of them, in light of the
      circumstances in which it was made, not misleading.


                                       26
<PAGE>

            (b) No EIS Party has knowledge (whether actual or constructive) of
      any fact that has specific application to EIS (other than general economic
      or industry conditions) and that may materially, adversely affect the
      assets, liabilities, business, financial condition or results of
      operations of EIS that has not been set forth in this Agreement.

      SECTION 3.24 Books and Records. The books of account and other financial
records of EIS, all of which have been made available to the Purchaser, are
complete and correct and represent actual, bona fide transactions and have been
maintained in accordance with sound business practices including the maintenance
of an adequate system of internal controls.

      SECTION 3.25     Condition of Facilities.

            (a)   [Intentionally Omitted]

            (b) All Tangible Personal Property used in EIS' business is in the
      possession of EIS.

      SECTION 3.26  No Undisclosed Liabilities. Except as set forth in Schedule
3.26, EIS has no Liability except for Liabilities reflected or reserved against
in the Financial Statements and Current Liabilities incurred in the Ordinary
Course of Business of EIS since the date of the Financial Statements.

      SECTION 3.27 Employees.

            (a) Schedule 3.27(a) contains a complete and accurate list of the
      following information for each key employee of EIS, as designated in
      writing by Purchaser, including each employee on leave of absence or
      layoff status: name; job title; date of hire; current compensation paid or
      payable and any change in compensation since formation of the Company;
      sick and vacation leave that is accrued but unused; and service credited
      for purposes of vesting and eligibility to participate under any Employee
      Plan, or any other employee or director benefit plan.

            (b) EIS has no retired employees except as set forth on Schedule
      3.27(b).

            (c) Schedule 3.27(c) contains a complete and accurate list of the
      following information for each such employee of EIS who has been
      terminated or laid off, or whose hours of work have been reduced by more
      than fifty percent (50%) by EIS, since formation of EIS: (i) the date of
      such termination, layoff or reduction in hours; (ii) the reason for such
      termination, layoff or reduction in hours; and (iii) the location to which
      the employee was assigned. There are no warnings or disciplinary action
      currently outstanding against, or since formation of EIS, issued to or
      taken against, any employee of EIS.

            (d) [Intentionally Omitted]

            (e) No member, manager, officer, director, employee or contractor of
      EIS is bound by any Contract that purports to limit the ability of such
      officer, director, employee, or contractor to engage in or continue or


                                       27
<PAGE>

      perform any conduct, activity, duties or practice. No former or current
      employee of EIS is a party to, or is otherwise bound by, any Contract that
      in any way adversely affected, affects, or will affect the ability of EIS
      or the Purchaser to conduct the business as heretofore carried on by EIS.

            (f) The employees of EIS are not entitled to payment for any accrued
      but unused vacation time, except upon termination.

            (g) Except as disclosed in Schedule 3.27(g), EIS has not, since its
      formation, directly or indirectly, made any increase in the compensation
      or other benefits payable or to become payable to their employees or any
      of them, other than general salary increases in the ordinary course of
      business, consistent with past practice, or any increase in the
      compensation or other benefits payable or to become payable to any member,
      manager, officer or director or any increase in the benefits provided
      under any of its pension plans or other employee benefit plans.

            (h) Except as set out in Schedule 3.27(h), which accurately sets out
      as of the date hereof, the names, current salaries and job descriptions
      and lengths of employment with EIS and any predecessor corporation, and
      the dates and the amounts of the most recent increases in salaries, of all
      individuals who are employed by EIS at such date on a full or part-time
      basis. EIS is not a party to and are bound by any:

                  (i) written contract or commitment for the employment of any
            employee, officer or agent, whether contracts of service or
            contracts for services;

                  (ii) oral contract or commitment for the employment of any
            employee, officer or agent, whether contracts of service or
            contracts for services, except for contracts of indefinite hire
            terminable by the respective company without cause on reasonable
            notice;

                  (iii) contract or collective agreement with or commitment to
            any labor union or employee association and EIS has not conducted
            negotiations with respect to any future such contracts or
            commitments and there are no current or threatened attempts to
            organize or establish any labor union or employee association with
            respect to EIS, and no trade union, council of trade unions,
            employee bargaining agency or affiliated bargaining agent:

                    a)   holds  bargaining  rights  with  respect  to any of the
                         employees   EIS  by  way  of   certification,   interim
                         certification,  voluntary  recognition,  designation or
                         successor rights; or

                    b)   has applied to be certified as the bargaining  agent of
                         any of the employees of EIS.


                                       28
<PAGE>

                  (iv) bonus, pension, profit sharing, deferred compensation,
            retirement, hospitalization, disability, insurance or similar plan
            or practice, formal or informal, or policy with respect to any of
            their employees or others.

            (i) [Intentionally Omitted]

            (j) Except as disclosed in Schedule 3.27(j), no employee of EIS is
      on lay off, leave of absence, maternity or disability leave. Schedule
      3.27(j) sets forth the terms of such lay off, leave of absence, maternity
      or disability leave.

            (k) Except as disclosed in Schedule 3.27(k), EIS does not owe any
      obligations to former employees.

            (l) Except as disclosed in Schedule 3.27(l), there are no
      independent contractors engaged by EIS.

            (m) All plans and policies listed in Schedule 3.27(a) have been duly
      registered where required by, and are in good standing under, all
      applicable legislation (foreign or domestic), and all required employer
      contributions under any such plans or policies have been made and no past
      service funding liabilities exist thereunder.

            (n) The amount of salaries, pensions, bonuses, and other
      remuneration and fringe benefits of any nature, including vacation pay,
      severance pay and unpaid earned wages of the directors, officers and
      employees of EIS as of the Closing Date have been paid in full or accrued
      and there is no outstanding overdue assessment, order, certificate, lien
      or judgment regarding employment of any jurisdiction (foreign or domestic)
      in which EIS carries on business or have employees. All employer
      obligations of EIS with respect to the directors, officers and employees
      of EIS for withholding tax, any pension plan, workers' compensation
      premiums, contributions or remittances of any kind in all material
      respects which are then due, have been paid in full or accrued as of the
      Closing Date.

                                   ARTICLE 4
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

      Purchaser hereby represents and warrants to the EIS Parties that the
statements contained in this Article 4 are correct and complete as of the
Effective Date and will be correct and complete as of the Closing Date (as
though made then and as though the Closing Date were substituted for the
Effective Date throughout this Article 4) with respect to itself:

      SECTION 4.1 Incorporation, Authority and Binding Obligation. Purchaser is
a corporation duly incorporated, validly existing and in good standing under the
laws of Colorado and has all necessary corporate power and authority to enter
into this Agreement, to carry out its obligations hereunder and consummate the
transactions contemplated hereby. This Agreement has been or will be duly
executed and delivered by Purchaser, and (assuming due authorization, execution
and delivery by each other party thereto) this Agreement constitutes legal,
valid and binding obligations of Purchaser enforceable against Purchaser in
accordance with their terms, except in the event of Purchaser's bankruptcy,

                                       29
<PAGE>

receivership, insolvency, or assignment for the benefit of creditors. Except as
otherwise provided herein, the Purchaser is not required give any notice to,
make any filing with, or obtain any authorization, consent, or approval of any
Governmental Body in order to consummate the transactions contemplated by this
Agreement.

     SECTION 4.2 No Conflict.  The execution,  delivery and  performance of this
Agreement by Purchaser  does not and will not: (a) violate or conflict  with the
certificate of  incorporation or bylaws  Governing  Documents of Purchaser;  (b)
conflict  with or violate any law,  rule,  regulation,  order,  writ,  judgment,
injunction,  decree,  determination  or award  applicable to  Purchaser;  or (c)
result in any breach of, or constitute a default (or event which with the giving
of notice or lapse of time, or both, would become a breach or default) under, or
give  to  others  any  rights  of   termination,   amendment,   acceleration  or
cancellation of, any indenture,  contract,  agreement,  lease, license,  permit,
franchise or other  instrument  relating to any material assets or properties to
which Purchaser is a party or by which any of its respective  material assets or
properties is bound or affected.

     SECTION 4.3 Consents  and  Approvals.  Purchaser  shall obtain any required
consent,  approval,  authorization  or  other  action  by,  or  filing  with  or
notification  to, any  governmental  or  regulatory  authority  with  respect to
Purchaser,   except:  (a)  where  failure  to  obtain  such  consent,  approval,
authorization  or  action,  or to make such  filing or  notification,  would not
prevent or delay Purchaser from performing any of its material obligations under
this  Agreement  and  (b)  as may be  necessary  as a  result  of any  facts  or
circumstances relating solely to Seller.

     SECTION 4.4 Brokers.  Any broker,  finder or  investment  banker who may be
entitled to brokerage,  finder's or other fee or  commission in connection  with
the transactions  contemplated by this Agreement based upon arrangements made by
or on  behalf  of  Purchaser  or  its  Affiliates  will  be  compensated  by the
Purchaser.

      SECTION 4.5 Due Diligence. In determining whether to purchase EIS
Membership Interests, Purchaser has relied solely upon the warranties and
representations of the EIS Parties contained in this Agreement, any ancillary
agreements and any documents required to be delivered in connection therewith
and Purchaser's own due diligence.

      SECTION 4.6 Purchaser's Cash Available. Purchaser has or has access to
cash sufficient to make the Cash Payments contemplated by Sections 2.4(a) and
(b).

                                   ARTICLE 5
                              ADDITIONAL COVENANTS

      SECTION 5.1 Conduct of Business Assets Prior to the Closing. The EIS
Parties covenant and agree that, between the Effective Date and the Closing
Date, they will continue to conduct the Business in the ordinary course and
consistent with its past practice except for actions expressly permitted by this
Agreement, matters incident to carrying out this Agreement, and such further
matters as may be consented to by Purchaser in advance in writing. Specifically
in this regard, except as already disclosed to Purchaser or otherwise agreed in
advance with Purchaser, Seller has not made and shall not make any


                                       30
<PAGE>

representations to EIS employees or establish any obligations binding EIS with
respect to the continued employment, salary increases, bonuses, retention
bonuses or long term incentives for such employees. Seller will, however, assist
Purchaser in its identification of and arrangements for or creation of
incentives for the retention of any such key employees on terms and conditions
as may be acceptable to and for the sole account and expense of Purchaser

     SECTION 5.2 Books and Records.  If, in order to properly prepare  documents
required  to  be  filed  with   governmental   authorities   (including   taxing
authorities)  or its  financial  statements,  it is necessary  that either party
hereto or any successors be furnished with  additional  information  relating to
EIS and such  information is in the  possession of the other party hereto,  such
party agrees to use its reasonable  efforts to furnish such  information to such
other  party,  at the  cost  and  expense  of the  party  being  furnished  such
information.

     SECTION 5.3 Compliance  with the Foreign  Corrupt  Practices Act and Export
Control and  Antiboycott  Laws.  (a) Neither  EIS nor its  employees,  agents or
representatives  has,  to obtain  or retain  business,  directly  or  indirectly
offered,  paid or promised to pay,  or  authorized  the payment of, any money or
other  thing of value  (including  any fee,  gift,  sample,  travel  expense  or
entertainment  with a value in excess of  $100.00  in the  aggregate  to any one
individual in any year) to:

               (i) any person who is an official,  officer,  agent,  employee or
          representative  of  any  Governmental  Body  or  of  any  existing  or
          prospective   customer  (whether  government  owned  or  nongovernment
          owned);

               (ii) any political party or official thereof;

               (iii) any candidate for political or political party office; or

               (iv) any other individual or entity;

      while knowing or having reason to believe that all or any portion of such
      money or thing of value would be offered, given, or promised, directly or
      indirectly, to any such official, officer, agent, employee,
      representative, political party, political party official, candidate,
      individual, or any entity affiliated with such customer, political party
      or official or political office.

          (b) Except as set forth in Schedule 5.3 (b), EIS has made all payments
     to third parties by check, by credit card or by wire transfer to such third
     party in the country in which the work was performed.

          (c) Each transaction is properly and accurately  recorded on the books
     and records of EIS in all material  respects,  and each document upon which
     entries in EIS' books and records are based is complete and accurate in all
     respects.  EIS maintains no off-the-books accounts and that EIS' assets are
     used only in accordance with EIS' management directives.


                                       31
<PAGE>

          (d)  EIS  has  at  all  times  been  in  compliance   with  all  Legal
     Requirements  relating to export  control and trade  embargoes.  No product
     sold or service  provided by EIS since its formation has been directly sold
     to or performed in or on behalf of Cuba, Iraq,  Iran,  Ivory Coast,  Libya,
     North Korea, Rwanda, Sudan, or Syria.

          (e) Except as set forth in Schedule  5.3 (e), EIS has not violated the
     antiboycott  prohibitions  contained in 50 U.S.C. ss. 2401 et seq. or taken
     any action that can be penalized  under Section 999 of the Code.  Except as
     set forth in Schedule 5.3(e), since its formation, EIS has not been a party
     to, is not a  beneficiary  under and has not  performed any service or sold
     any product under any Contract under which a product has been sold directly
     to customers in Bahrain, Iraq, Kuwait,  Lebanon,  Libya, Oman, Qatar, Saudi
     Arabia, Syria, United Arab Emirates or the Republic of Yemen.

     SECTION 5.4  Relationships  with  Related  Persons.  Except as described in
Schedule  5.4, no Related  Person has or has had,  any  interest in any Property
used in or pertaining to EIS's business. Neither EIS nor any Related Person owns
of record or as a beneficial owner, an equity interest or any other financial or
profit  interest in any Person that has (a) had business  dealings or a material
financial  interest in any transaction with EIS other than business  dealings or
transactions  disclosed in Schedule 5.4, each of which has been conducted in the
Ordinary Course of Business with EIS at substantially  prevailing  market prices
and on substantially  prevailing market terms or (b) engaged in competition with
EIS with  respect to any line of the  products or services of EIS (a  "Competing
Business") in any market  presently  served by EIS, except for ownership of less
than one percent (1%) of the outstanding capital stock of any Competing Business
that is publicly  traded on any recognized  exchange or in the  over-the-counter
market.  Except to the extent set forth on Schedule 5.4, no Related  Person is a
party to any Contract with, or has any claim or right against, EIS.

      SECTION 5.5 Title to Assets. EIS has good and marketable title to, or a
valid leasehold interest in, the properties and assets used by it, located on
its premises, or shown on the Financial Statements or acquired after the date
thereof, free and clear of all Encumbrances, except for Permitted Encumbrances
or properties and assets disposed of in the Ordinary Course of Business since
the date of the Financial Statements.

      As used herein, the term "Permitted Encumbrances" shall include the
following:

               (i)   liens   for   taxes,   assessments   or   governmental   or
          quasi-governmental charges that are not yet delinquent;

               (ii)  Encumbrances  reflected  in  the  Financial  Statements  or
          created in the Ordinary  Course of Business  subsequent to the date of
          the Financial Statements;

               (iii) Encumbrances disclosed in Schedule 5.5;

               (iv) zoning ordinances, conservation restrictions, building codes
          and all other statutes,  regulations and administrative  enactments of


                                       32
<PAGE>

          any  federal,   state  or  governmental  or  public  authority  having
          jurisdiction over the property affected thereby;

               (v) any  matters  to which a real  property  lease is  subject or
          subordinate;

               (vi)  Encumbrances that will be released or satisfied at Closing,
          pursuant to the terms of this Agreement; and

               (vii) Encumbrances that do not, individually or in the aggregate,
          materially interfere with the present use by the Companies of the real
          property subject thereto or affected thereby.

      SECTION 5.6 Retention of Current Office Location. Purchaser will cause EIS
to continue to honor EIS' current Lease of 2203 Timberloch Place, Suite 230 for
the remainder of the initial term of the Lease, which will expire December 18,
2009. Purchaser agrees to take responsibility for the transfer for the Lease to
Epic. Purchaser will indemnify and hold Seller harmless for any damages incurred
by Seller pertaining to the transfer of the Lease. Moreover, if due to the
financial condition of Purchaser, the lessor refuses to transfer the Lease to
Purchaser, Purchaser shall not have any recourse against Seller and shall take
all appropriate measures to find Seller alternative premises to lease.

                                   ARTICLE 6
                              PRE-CLOSING COVENANTS

      The Parties agree as follows with respect to the period between the
Effective Date and the Closing:

      SECTION 6.1 General. Each of the Parties will use its commercially
reasonable efforts to take all action and to do all things necessary, proper, or
advisable in order to consummate and make effective the transactions
contemplated by this Agreement (including satisfaction, but not waiver, of the
closing conditions set forth in Article 9 below).

     SECTION 6.2 Notices and  Consents.  The EIS Parties  will cause EIS to give
any  notices  to third  parties,  and  will  cause  EIS to use its  commercially
reasonable  efforts  to obtain  any  necessary  third-party  consents,  that the
Purchaser  reasonably  may request in  connection  with the matters  referred to
herein.  Each of the Parties  will (and the EIS Parties  will cause EIS to) give
any notices to, make any filings with, and use its commercially  reasonable best
efforts to obtain any authorizations, consents, and approvals of governments and
governmental agencies.  Between the date of this Agreement and the Closing Date,
Seller will, and will cause EIS to, (a) cooperate with Purchaser with respect to
all filings that Purchaser  elects to make or is required by Legal  Requirements
to make  in  connection  with  the  transactions  contemplated  hereby,  and (b)
cooperate  with  Purchaser in obtaining all consents  identified in Schedule 6.2
(including  taking all reasonable  actions requested by Purchaser to cause early
termination of any applicable waiting period under the Hart-Scott-Rodino Act).

     SECTION 6.3 Operation of Business.


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<PAGE>


          (a) The EIS  Parties  will not  cause or  permit  EIS to engage in any
     practice,  take any  action,  or enter  into any  transaction  outside  the
     Ordinary Course of Business except:

               (i) to the extent permitted or required by this Agreement; or

               (ii) as consented to by the Purchaser.

          (b) Without limiting the generality of the foregoing,  the EIS Parties
     shall use their reasonable best efforts  reasonable efforts to preserve the
     goodwill of EIS' customers,  employees,  suppliers and others with whom EIS
     has  business  relations.  The EIS  Parties  shall cause EIS to continue to
     operate in the usual and  ordinary  course  (including  with respect to the
     billing of work on process, the collection of accounts receivable,  and the
     payment of accounts payable and expenses),  and shall cause EIS to refrain,
     without  the  prior  consent  of  Purchaser,  from  any  organizational  or
     executive personnel changes, including but not limited to the entering into
     of  Employment   Agreements,   the  modification  of  existing   Employment
     Agreements, or any compensation increases,  except as envisioned herein. In
     addition, without consulting with Purchaser, the EIS Parties will not cause
     or permit EIS to (i) make any  purchase  or sale of  inventory,  machinery,
     equipment,  vehicles,  buildings or other  physical  assets  outside of the
     Ordinary  Course of Business;  (ii) pay any  dividends,  distributions,  or
     other  fees  to its  members,  including  managers  or  directors'  fees or
     bonuses, and shall permit no cash distributions for any purpose outside the
     Ordinary Course of Business; (iii) enter into any contract which materially
     adversely  affects its business,  sales volume or marketing  methods;  (iv)
     shall  maintain its cash  management,  accounts  receivable  collection and
     accounts  payable  payment  practices  in  accordance  with past custom and
     practice;  or (iii) otherwise engage in any practice,  take any action,  or
     enter into any transaction of the sort described above.

      SETION 6.4 Preservation of Business. The EIS Parties will use their
reasonable best efforts to cause EIS to keep its business and properties
substantially, intact, including its present operations, physical facilities,
working conditions, and relationships with lessors and licensors.

      SECTION 6.5 Full Access. The EIS Parties will cause EIS to permit
representatives of the Purchaser to have full access at all reasonable times and
upon reasonable notice, and in a manner so as not to interfere with the normal
business operations of EIS and the performance of the Seller's duties under this
Agreement, to all premises, properties, personnel, books, records (including Tax
records), contracts, and documents of or pertaining to EIS.

      SECTION 6.6 Notice of Developments. Each Party will give written notice
within three days to the other Parties of any development causing a Breach of
any of the representations and warranties set forth in this Agreement.

      SECTION 6.7 Exclusivity. Prior to termination of this Agreement in
accordance with its terms, the EIS Parties will not (and will cause EIS not to
solicit, directly or through any intermediary, offers for the EIS Membership
Interests and all or substantially all of the assets of EIS, from any Person


                                       34
<PAGE>

other than the Purchaser and its Affiliates. If the Seller, EIS or their
respective Representatives receive an unsolicited bona fide third-party offer to
sell or otherwise acquire the EIS Membership Interests or all or substantially
all of EIS' assets, the Purchaser shall be given immediate notice of such offer
and the Seller's sole response to such offer shall be to notify the Person
making such offer of the provisions of this Agreement.

      SECTION 6.8 Access and Investigation. Between the Effective Date and the
Closing Date, and upon reasonable advance notice received from the Purchaser,
the EIS Parties shall: (a) afford the Purchaser and its representatives and
prospective lenders and their representatives (collectively, "Purchaser Group")
access, during regular business hours, to EIS' personnel, properties, and to
documents and other information reasonably requested in writing by Purchaser
("Due Diligence"), such rights of access to be exercised in a manner that does
not unreasonably interfere with the operations of EIS; (b) furnish Purchaser
Group with copies of all such Due Diligence reasonably requested; and (c)
otherwise cooperate and assist, to the extent reasonably requested by Purchaser,
with Purchaser's investigation of the properties, assets and financial condition
related to EIS. In addition, Purchaser shall have the right to have the real
property and Tangible Personal Property inspected by Purchaser Group, at
Purchaser's sole cost and expense, for purposes of determining the physical
condition and legal characteristics of the real property and Tangible Personal
Property.

                                   ARTICLE 7
                             POST-CLOSING COVENANTS

      The Parties agree as follows with respect to the period following the
Closing.

      SECTION 7.1 General. In case at any time after the Closing any further
action is necessary or desirable to carry out the purposes of this Agreement
(including compliance with any foreign or domestic regulatory requirements),
each of the Parties will take such further action (including the execution and
delivery of such further instruments and documents) as a Party reasonably may
request, all at the sole cost and expense of the requesting Party (unless the
requesting Party is entitled to indemnification therefor under the terms
herein). The EIS Parties acknowledge and agree that from and after the Closing
the Purchaser will be entitled to possession of all documents, books, records
(including Tax records), agreements, and financial data of any sort relating to
EIS. After Closing, the EIS Parties shall have access, at all reasonable times,
upon written notice to Purchaser, to all documents, books, records (including
Tax records), agreements, and financial data of any sort relating to EIS matters
occurring prior to Closing at their sole cost and expense, and such records
shall not be destroyed prior to the expiration of five years following the
Closing Date, unless otherwise agreed by the Parties.

     SECTION 7.2 Litigation  Support.  In the event and for so long as any Party
actively is  contesting  or  defending  against any  action,  suit,  proceeding,
hearing,  investigation,  charge, complaint, claim, or demand in connection with
(i)  any  transaction  contemplated  under  this  Agreement  or (ii)  any  fact,
situation,   circumstance,   status,   condition,   activity,   practice,  plan,
occurrence,  event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving EIS, each of the other Parties will cooperate with
it and its counsel in the contest or defense, make available its personnel,  and
provide such testimony and access to its books and records as shall be necessary


                                       35
<PAGE>

in connection  with the contest or defense,  all at the sole cost and expense of
the contesting or defending  Party (unless the contesting or defending  Party is
entitled to indemnification therefor under the terms set out below).

     SECTION 7.3 Tax Matters,  Generally.  The following provisions shall govern
the allocation of  responsibility as between the Parties for certain tax matters
following the Closing Date:

          (a)  Purchaser  shall  pay the  Sellers'  individual  tax  liabilities
     resulting  from the income  received  from the operation of EIS for the tax
     year 2007 as reflected on their K-1 statements on or before April 15, 2008,
     unless  such  return is extended  by mutual  agreement.  Specifically,  the
     Purchaser  shall take  reasonable  measures to assure that the Sellers' are
     not  responsible  for any tax liability as a result of the payment of their
     individual tax liabilities  received from the operation of EIS or will take
     reasonable  measures  to  assure  that  the  payment  of the  Sellers'  tax
     liability are treated as long-term capital gains.

          (b) Subject to the above  provisions  in Section  7.3(a),  Wright,  R.
     Harvey and T. Harvey shall defend and  indemnify  EIS and the Purchaser and
     hold them harmless from and against, any loss, claim,  liability,  expense,
     or other damage  attributable to all Taxes (or the non-payment  thereof) of
     EIS for all  taxable  periods  ending on or before  January  1,  2007.  The
     Purchaser and EIS shall be responsible for and shall defend,  indemnify and
     hold  Wright,  R.  Harvey  and T.  Harvey  harmless  from all Taxes (or the
     non-payment  thereof) of EIS for any taxable period ending after January 1,
     2007 and for all Taxes  resulting from any action taken by the Purchaser or
     EIS after January 1, 2007  (including,  without  limitation,  actions taken
     outside the  Ordinary  Course of Business  and  occurring on the January 1,
     2007),  unless  such  action is taken by the  Purchaser  or EIS to amend or
     correct  the  underpayment  of Tax in a Tax  Return  for a  taxable  period
     occurring on or prior to January 1, 2007.

     SECTION 7.4 Confidentiality.  All information related to this Agreement and
the  transaction  proposed in this  Agreement as well as all other  confidential
and/or proprietary  information relating to the Intellectual Property Rights are
hereinafter  referred to as  "Confidential  Information."  The EIS Parties  will
treat and hold as such all of the  Confidential  Information,  and refrain  from
using  any of the  Confidential  Information  except  in  connection  with  this
Agreement,  and after the Closing Date deliver promptly to Purchaser or destroy,
at the  request  and option of  Purchaser,  all  tangible  embodiments  (and all
copies)  of  the   Confidential   Information   which  are  in  its  possession.
Notwithstanding  the above,  Seller is entitled to  maintain  such  Confidential
Information that it reasonably  needs, in its sole  discretion,  to respond to a
Governmental  Body or to carry out any of its obligations  under this Agreement.
In the event that the Seller is  requested  or  required  (by oral  question  or
request for  information  or documents in any legal  proceeding,  interrogatory,
subpoena,  civil  investigative  demand,  or similar  process) to  disclose  any
Confidential Information,  that the Seller will notify the Purchaser promptly of
the  request  or  requirement  so that the  Purchaser  may  seek an  appropriate
protective order or waive compliance with the provisions of this Section. If, in
the  absence of a  protective  order or the receipt of a waiver  hereunder,  the
Seller is, on the advice of  counsel,  compelled  to disclose  any  Confidential


                                       36
<PAGE>

Information  to any tribunal or else stand liable for  contempt,  the Seller may
disclose the Confidential Information to the tribunal;  provided,  however, that
the  disclosing  Seller shall use its  commercially  reasonable  best efforts to
obtain, at the reasonable request of Purchaser, an order or other assurance that
confidential  treatment  will be  accorded to such  portion of the  Confidential
Information  required to be  disclosed as the  Purchaser  shall  designate.  The
foregoing  provisions shall not apply to any Confidential  Information  which is
generally  available to the public  immediately prior to the time of disclosure.
Notwithstanding  the foregoing,  the existing  Confidentiality  Agreement by and
between Seller and  Purchaser,  as evidenced in the Letter of Intent between the
Parties  attached  hereto as Exhibit  4,  shall  remain in full force and effect
except that any and all obligations arising under that Confidentiality Agreement
shall  remain  in  effect  for  the  longer  of any  period  established  in the
Confidentiality  Agreement  or three years from the date of this  Agreement.  In
addition,  the Parties  represent  and warrant that the annexes  attached to the
Confidentiality  Agreement  are  accurate  and  complete  and will be updated as
required by the Confidentiality Agreement. These Confidentiality obligations are
subject to the provisions of this Agreement.

     SECTION  7.5  Deceptive  Trade  Practices  Act  Waiver.  The  Parties  have
consulted  with an attorney of their own  selection  and  voluntarily  waive the
provisions of the Texas Deceptive Trade Practices Act, Chapter 17, Subchapter E,
Sections 17.41 through 17.63, inclusive (other than Section 17.555, which is not
waived), of the Texas Business and Commerce Code.

     SECTION 7.6 Right of Set-off.  Purchaser  may, at any time and from time to
time,  without notice to the Sellers (any such notice being expressly  waived by
the Sellers) and to the fullest  extent  permitted by law, set off and apply any
Post-Closing Cash Payments, as referenced in Section 2.4(b), against any and all
obligations  of  the  Sellers  either  now  or  hereafter  existing  under  this
Agreement,  including  any failure to make correct and complete  representations
and  warranties  pursuant to Article 3 of this  Agreement.  Purchaser  agrees to
notify Sellers promptly after any such set-off and application made by Purchaser
provided  that the failure to give such notice  shall not effect the validity of
such set-off and application. The rights of the Purchaser under this Section 7.6
are in addition to the other  rights and  remedies  (including  other  rights of
set-off)  which  Purchaser may have under the law,  this  Agreement or any other
Ancillary Documents.

     SECTION  7.7 Risk of Loss.  Risk of loss for each of EIS'  assets  shall be
borne by EIS until the Closing Date.

                                   ARTICLE 8
                               SALES AND USE TAXES

       The EIS Parties will be responsible for the payment of any and all sales
or use Taxes (if any) that may be incurred by the EIS Parties in connection with
the sale of the EIS Membership Interests contemplated by this Agreement. Each of
Purchaser and the EIS Parties agree to cooperate in minimizing the amount of any
such sales or use taxes, determining the amount of such sales and use taxes that
may be payable (if any) and in the filing of all necessary documentation and all


                                       37
<PAGE>

Tax returns, reports and forms ("Returns") with respect to all such sales and
use taxes, including any available pre-Closing filing procedures.

                                   ARTICLE 9
                            CONDITIONS TO THE CLOSING

     SECTION 9.1 Conditions to Obligations of Seller. The obligations of the EIS
Parties to consummate the  transactions  contemplated  by this Agreement will be
subject to the fulfillment (or written waiver by Purchaser),  at or prior to the
Closing, of each of the following conditions:

          (a) Accuracy of Representations  and Warranties.  The  representations
     and  warranties of Purchaser  contained in Article 3 of this Agreement will
     be true and correct in all material  respects as of the Closing (other than
     such  representations  and  warranties as are expressly  made as of another
     date);

          (b) Compliance with Covenants.  Each document required to be delivered
     by Purchaser pursuant to this Agreement will have been delivered and all of
     the covenants  contained in this Agreement to be complied with by Purchaser
     on or before  the  Closing  will have been  complied  with in all  material
     respects;

          (c) No  Adverse  Order.  No  Governmental  Body  or  other  agency  or
     commission or United States or state court of competent  jurisdiction  will
     have enacted, issued,  promulgated,  enforced or entered any statute, rule,
     regulation,  injunction or other Order (whether  temporary,  preliminary or
     permanent) which is in effect and has the effect of making the transactions
     contemplated  by  this  Agreement  illegal  or  otherwise   restraining  or
     prohibiting consummation of such transactions;  provided, however, that the
     Parties  will use their best  efforts to have any such Order  vacated on or
     before  the  Termination  Date (as  defined in  Article  11  hereof);  and,

          (d) No  Litigation.  No suit,  claim,  cause of  action,  arbitration,
     investigation  or other  proceeding  contesting,  challenging or seeking to
     alter or  enjoin  or  adversely  affect  the sale and  purchase  of the EIS
     Membership  Interests or any other transaction  contemplated hereby will be
     pending or threatened and;

          (e) Board Approval. Purchaser shall have received and delivered to EIS
     a resolution  reflecting the approval of the Purchaser's Board of Directors
     for this transaction.

     SECTION 9.2  Conditions to  Obligations  of Purchaser.  The  obligations of
Purchaser to consummate the transactions  contemplated by this Agreement will be
subject to the fulfillment (or written waiver by Purchaser),  at or prior to the
Closing, of each of the following conditions:

          (a) Accuracy of Representations  and Warranties.  The  representations
     and warranties of EIS Parties contained in Article 3 of this Agreement will
     be true and correct in all material  respects as of the Closing Date (other


                                       38
<PAGE>

     than such  representations  and  warranties  that are expressly  made as of
     another date);

          (b) Compliance with Covenants.  Each document required to be delivered
     by any EIS Party pursuant to this  Agreement  shall have been delivered and
     all of the covenants contained in this Agreement to be complied with by the
     EIS Parties on or before the Closing  will have been  complied  with in all
     material respects;

          (c) Delivery of EIS  Membership  Interests.  The EIS Parties will have
     delivered,  and Purchaser will have received,  the EIS Membership Interests
     on or before the Closing Date;

          (d) No Order.  No  Governmental  Body or other agency or commission or
     United States or state court of competent  jurisdiction  will have enacted,
     issued,  promulgated,  enforced or entered any statute,  rule,  regulation,
     injunction or other Order  (whether  temporary,  preliminary  or permanent)
     which is in effect  and has the  effect of making  any of the  transactions
     contemplated  by  this  Agreement  illegal  or  otherwise   restraining  or
     prohibiting consummation of such transactions;  provided, however, that the
     Parties  will use their best  efforts to have any such Order  vacated on or
     before the Termination Date (as defined in Article 11 hereof);

          (e) No  Litigation.  No suit,  claim,  cause of  action,  arbitration,
     investigation  or other  proceeding  contesting,  challenging or seeking to
     alter,  enjoin  or  adversely  affect  the  sale  and  purchase  of the EIS
     Membership  Interests or any other transaction  contemplated hereby will be
     pending or threatened;

          (f) Backlog.  As of the Closing Date, EIS shall have  contracts  which
     shall  reflect  profit  margins  consistent  with EIS'  Ordinary  Course of
     Business and prior bidding practices;

          (g) Board Approval. EIS shall have received and delivered to Purchaser
     a resolution  reflecting the required Member approval for this transaction;
     and

          (h) Material  Change.  There shall have been no Material Change in the
     business of EIS prior to the Closing Date.

                                   ARTICLE 10
                                 INDEMNIFICATION

     SECTION 10.1 Loss  Defined;  Indemnitees.  For purposes of this Article 10,
the term  "Loss"  will mean and include  any and all  liability,  loss,  damage,
claim, expense, cost, fine, fee, penalty, breach, obligation or injury resulting
from any and all claims, actions, suits, demands,  assessments,  investigations,
judgments, awards, arbitrations or other proceedings. It is expressly understood
that "Loss" shall also include  special,  attorney's  fees,  court costs and any
direct or consequential damages. As used in this Article 11, the term "Purchaser
Indemnitees"  means  and  includes  Purchaser,  EIS and any  present  or  future


                                       39
<PAGE>

officer, director, employee,  affiliate,  stockholder or agent of Purchaser; and
the term "Seller  Indemnitees"  means and  includes  Wright,  R. Harvey,  and T.
Harvey.

     SECTION 10.2  Indemnification by the EIS Parties.  Wright, R. Harvey and T.
Harvey,  jointly and  severally,  agree to protect,  defend,  and indemnify each
Purchaser  Indemnitee  against,  and to hold each Purchaser  Indemnitee harmless
from, all Loss suffered or incurred by any Purchaser Indemnitee arising out of:

          (a) any breach or inaccuracy in any representation or warranty made by
     any EIS Party in this Agreement,  including any schedule hereto,  or in any
     Ancillary Agreement;

          (b) any failure of any EIS Party to duly perform and observe any term,
     provision,  covenant, agreement or condition under this Agreement, or under
     any other Ancillary Agreement; and

          (c) any claim by a third party that, if true,  would mean that a basis
     for indemnification set forth in this Section 10.2 exists.

      SECTION 10.3 Indemnification by Purchaser. Purchaser agrees to protect,
defend, and indemnify each Seller Indemnitee against, and hold each Seller
Indemnitee harmless from, all Loss suffered or incurred by any Seller Indemnitee
arising out of:

          (a) any breach or inaccuracy in any representation or warranty made by
     Purchaser in this Agreement, or in any Ancillary Agreement;

          (b) any  failure of  Purchaser  to duly  perform and observe any term,
     provision,  covenant, agreement or condition under this Agreement, or under
     any other Ancillary Agreement;

          (c) any claim by a third party that, if true,  would mean that a basis
     for indemnification set forth in this Section 11.3 exists.

     SECTION  10.4   Procedures  for   Indemnification.   As  used  herein,   an
"Indemnified  Party"  means  a  Party  seeking   indemnification  for  any  Loss
(including,  but not limited to attorneys fees) pursuant to Section 10.2 or 10.3
hereof, as applicable,  and the term "Indemnifying Party" means the Party who is
obligated to provide  indemnification  under  Section 10.2 or Section  10.3,  as
applicable.  The Indemnified Party agrees to give the Indemnifying  Party prompt
written notice of any event, or any claim,  action,  suit,  demand,  assessment,
investigation, arbitration or other proceeding by or in respect of a third party
(a "Third Party Claim") of which it has  knowledge,  for which such  Indemnified
Party is entitled  to  indemnification  under this  Article 10. In the case of a
Third Party Claim, the Indemnifying Party will have the right to direct, through
counsel of its own  choosing,  the defense or settlement of any such Third Party
Claim at its own expense. In such case, the Indemnified Party may participate in
such  defense,  but in such case the expenses of the  Indemnified  Party will be
paid by the Indemnified  Party. The Indemnified  Party will promptly provide the
Indemnifying Party with access to the Indemnified  Party's records and personnel
relating to any such Third Party Claim  during  normal  business  hours and will


                                       40
<PAGE>

otherwise  cooperate with the Indemnifying Party in the defense or settlement of
such  Third  Party  Claim,  and  the  Indemnifying   Party  will  reimburse  the
Indemnified  Party  for all its  reasonable  out-of-pocket  costs  and  expenses
incurred in providing such access, personnel and cooperation. Upon assumption of
the  defense  of any such  Third  Party  Claim by the  Indemnifying  Party,  the
Indemnified  Party will not pay, or permit to be paid,  any part of any claim or
demand  arising  from such Third  Party  Claim,  unless the  Indemnifying  Party
consents in writing to such  payment  (which  consent  will not be  unreasonably
withheld) or unless a final  judgment from which no appeal may be taken by or on
behalf of the Indemnified  Party is entered  against the  Indemnified  Party for
such  liability.  No such Third Party  Claim may be settled by the  Indemnifying
Party without the written consent of the Indemnified  Party,  which consent will
not be unreasonably withheld. If the Indemnifying Party fails to defend or fails
to prosecute or withdraws  from such defense,  then the  Indemnified  Party will
have  the  right  to  undertake  the  defense  or  settlement  thereof,  at  the
Indemnifying  Party's expense.  If the Indemnified  Party assumes the defense of
such Third Party  Claim  pursuant  to this  Section and  proposes to settle such
claim prior to a final judgment thereon or to forgo appeal with respect thereto,
then the  Indemnified  Party will give the  Indemnifying  Party  prompt  written
notice thereof and the Indemnifying  Party will have the right to participate in
the settlement or assume or reassume the defense of such Third Party Claim.

                                   ARTICLE 11
                       TERMINATION, AMENDMENT, AND WAIVER

                      [Article 11 is Intentionally Omitted]

                                   ARTICLE 12
                         PURCHASER'S BREACH AND REMEDIES

      SECTION 12.1 Material Breach by Purchaser. Sellers may declare Purchaser
in "Material Breach" of this Agreement, if one or more of the following occurs:

          (a)  Purchaser  fails  to  make a  payment  of cash  constituting  the
     Purchase Price as required by Sections 2.4(a) and (b) if this Agreement;

          (b) Purchaser  fails to make a  disbursement  of the Stock as required
     under the vesting schedule set forth in Section 2.4(c);

          (c) Purchaser terminates the Employment Agreement of either Wright, R.
     Harvey or T. Harvey Without Cause; and

          (d) Purchaser  makes a  representation  or warranty in this  Agreement
     that proves false or untrue.

      SECTION 12.2 Notice of Material Breach. Following Purchaser's Material
Breach, Seller must provide Purchaser with written notice declaring the Material
Breach and provide the Purchaser sixty (60) days to cure the Material Breach.


                                       41
<PAGE>

      SECTION 12.3 Seller's Remedies. After Seller has given Purchaser notice
and an opportunity to cure a Material Breach of this Agreement, Seller is
immediately entitled to one or more of the following remedies:

          (a)  Immediate  termination of the Seller's Employment  Agreements and
               any restrictive covenants contained therein;

          (b)  An immediate  return of the Seller's  Membership  Interest in EIS
               and receivables for the EIS business;

          (c)  Immediate  vesting  of all of the  Stock  identified  in  Section
               2.4(c);

          (d)  Acceleration  of all  post-closing  cash  payments  identified in
               Section 2.4(b); and

          (e)  Any other  remedies  available  to them under  federal,  state or
               local statutory or common law.

      SECTION 12.4 Material Breach by Seller. Purchaser may declare Sellers in
Material Breach of this Agreement, if one or more of the following occurs:

          (a)  Sellers   breach   any  term  in  their   respective   Employment
               Agreements; and

          (b)  Sellers make a representation  or warranty in this Agreement that
               proves false or untrue.

      SECTION 12.5 Notice of Material Breach. Following Seller's Material
Breach, Purchaser must provide Sellers with written notice declaring the
Material Breach and provide the Sellers with sixty (60) days to cure the
Material Breach.

      SECTION 12.6 Purchaser's Remedies. After Purchaser has given Sellers
notice and an opportunity to cure a Material Breach, Purchaser shall be
immediately entitled to the following remedies:

          (a)  Cessation of all post-closing cash payments to Sellers identified
               in Section  2.4(b);  Sellers shall not be entitled to any further
               post-closing cash payments, ;

          (b)  Sellers shall return all Stock identified in Section 2.4(c);

          (c)  Any other  remedies  available  to them under  federal,  state or
               local statutory or common law.

                                   ARTICLE 13
                               GENERAL PROVISIONS

      SECTION 13.1 Joint and Several Liability. All representations, warranties
and obligations of EIS, Wright, R. Harvey and T. Harvey under this Agreement
shall be joint and several.


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<PAGE>

      SECTION 13.2 Survival. Each of the representations and warranties of the
Parties set forth in this Agreement or in the Ancillary Agreements delivered
pursuant to this Agreement shall survive the Closing until the statute of
limitation applicable to the subject of each such representation expires.

      SECTION 13.3 Expenses. All costs and expenses, including, without
limitation, fees and disbursements of counsel, financial advisors and
accountants, incurred in connection with this Agreement and the transactions
contemplated hereby will be paid by the Party incurring such costs and expenses,
whether or not Closing will have occurred.

      SECTION 13.4 Notices. All notices, requests, claims, demands and other
communications hereunder will be in writing and will be given or made (and will
be deemed to have been duly given or made upon receipt) by delivery in person,
by courier service, by confirmed telecopy, or by registered or certified mail
(postage prepaid, return receipt requested) to the Parties at the following
addresses (or at such other address for a Party as will be specified by like
notice):

            (a) if to Seller: with a copy to:

            ------------------------      ------------------------
            ------------------------      ------------------------
            ------------------------      ------------------------

            (b) if to Purchaser: with a copy to:

            EPiC Energy Resources, Inc.         Stibbs & Co., P.C.
            10655 Six Pines Dr., Suite 210      819 Crossbridge Dr.
            The Woodlands, Texas 77380          Spring, Texas 77373
            Telephone: 281-419-3742             Telephone: 281-367-2222
            Facsimile: 281-362-2704             Facsimile: 281-681-2330
            Attention: Rex P. Doyle             Attention: Ryan Edward Huie


      SECTION 13.5 Headings. The headings contained in this Agreement are for
reference purposes only and will not affect in any way the meaning or
interpretation of this Agreement. In the event of a conflict between language or
amounts contained in the body of the Agreement and language or amounts contained
in the exhibits attached hereto, the language or amounts in the body of the
Agreement shall control.

      SECTION 13.6 Severability. If any term or other provision of this
Agreement is held invalid, illegal or incapable of being enforce by any rule of
law or public policy, all other conditions and provisions of this Agreement will
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


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<PAGE>

provision is invalid, illegal or incapable of being enforced, the Parties hereto
will negotiate in good faith to modify this Agreement so as to effect the
original intent of the Parties as closely as possible in a mutually acceptable
manner in order that the transactions contemplated hereby be consummated as
originally contemplated to the greatest extent possible.

      SECTION 13.7 Entire Agreement. This Agreement and the Ancillary Agreements
constitute the entire agreement of the Parties hereto with respect to the
subject matter hereof and supersede all prior agreements and undertakings with
respect to the subject matter hereof, both written and oral.

      SECTION 13.8 Assignment. This Agreement shall not be assigned by any Party
without the prior written consent of each of the other Parties; provided
however, that Purchaser may assign all or a portion of its rights and
obligations hereunder to one or more Affiliates of Purchaser, provided such
Affiliate agrees in writing to be bound by all of Purchaser's obligations under
this Agreement.

      SECTION 13.9 No Third-Party Beneficiaries. This Agreement is for the sole
benefit of the Parties hereto and their permitted assigns and nothing herein,
express or implied, is intended to or will confer upon any other person or
entity any legal or equitable right, benefit or remedy of any nature whatsoever
under or by reason of this Agreement, except for the indemnification rights of
Purchaser Indemnitees and Seller Indemnitees under Article 11 hereof.

      SECTION 13.10 Amendment; Waiver; Remedies. This Agreement may not be
amended or modified except by an instrument in writing signed by all of the
Parties. Waiver of any term or condition of this Agreement will only be
effective if in writing and will not be construed as a waiver of any subsequent
breach or waiver of the same term or condition, or a waiver of any other term or
condition of this Agreement. No right, remedy or election given by any term of
this Agreement shall be deemed exclusive but each shall be cumulative with all
other rights, remedies and elections available at law or in equity.

      SECTION 13.11 Governing Law. This Agreement will be governed by, and
construed in accordance with, the laws of Texas applicable to contracts executed
and performed entirely therein, without regard to the principles of choice of
law or conflicts or law of any jurisdiction.

      SECTION 13.12 Counterparts. This Agreement may be executed in one or more
counterparts, and by the different Parties hereto in separate counterparts, each
of which when executed will be deemed to be an original but all of which taken
together will constitute one and the same agreement.

      SECTION 13.13 Restriction on Disclosure of Agreement Terms. No Party shall
publicly disclose or announce the subject matter of this Agreement, including,
but not limited to, the price being paid for the EIS Membership Interests
hereunder or the detailed terms and conditions of this Agreement (other than to
such Party's employees, directors or advisors with a need to know such
information), without each of the other Parties' prior consent; provided
however, that notwithstanding the foregoing, a Party may make such disclosures


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<PAGE>

regarding this Agreement, as it determines with the advice of its legal counsel,
are required under applicable laws and regulations or orders, decrees, inquiries
or subpoenas of any court or governmental body, Governmental Body, and in that
case such Party will give the other Party prior notice of its intention to make
such disclosure pursuant to this provision.

      SECTION 13.14 Time of Essence. With regard to all dates and time periods
set forth or referred to in this Agreement, time is of the essence.

      SECTION 13.15 Exhibits. The Exhibits attached hereto are incorporated
herein.








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                            [SIGNATURE PAGE FOLLOWS]


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      IN WITNESS WHEREOF, the EIS Parties and Purchaser have caused this
Agreement to be executed as of the date first written above by their respective
duly authorized representatives.

"Sellers"                                 "Purchaser"

EPIC INTEGRATED SOLUTIONS LLC             EPiC ENERGY RESOURCES, INC.


By:  /s/ Joseph A. Wright                By:/s/ Rex P. Doyle
     ------------------------               -----------------------------
Name: Joseph A. Wright, Member            Name: Rex P. Doyle
Title: President                          Title:  Chairman & CEO


/s/ Ricard D. Harvey                      By:  /s/ John S. Ippolito
------------------------------                 ---------------------------
Richard D. Harvey, Member                       Name: John S. Ippolito
                                                Title: President

Spousal Consent:

/s/ Traci M. Harvey
------------------------------
Traci M. Harvey, Spouse

/s/ Traci M. Harvey
------------------------------
Traci M. Harvey, Member


Spousal Consent:

/s/ Richard D. Harvey
------------------------------
Richard D. Harvey, Spouse



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<PAGE>



List of Exhibits

1. Due Diligence Checklist

2. Cash Payment Post-Closing

3. Employment Agreements

4. Letter of Intent






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<PAGE>


                                List of Schedules
                                                                   Section
    Schedule                          Title                       References

       3.1        Existence and Good Standing                       3.1(a)
       3.2        Capitalization                                  3.2(a)(c)
       3.3        Consents                                           3.3
       3.4        Accounts Receivable                                3.4
       3.5        Financial Statements                            3.5(a)(c)
       3.6        Inventories                                        3.6
       3.7        Lease                                              3.7
       3.8        Absence of Certain Changes                         3.8
       3.9        No Material Change                                 3.9
      3.10        Litigation                                    3.10(a)(b)(c)(d)
     3.11(a)      Intellectual Property                            3.11(a)
     3.11(b)      Intellectual Property Licenses Granted           3.11(b)
     3.11(c)      Intellectual Property Licenses Required          3.11(c)
     3.11(e)      Intellectual Property Infringement               3.11(e)
     3.12(a)      Contracts                                     3.12(a)(c)(i)
                                                                       (ii)(iii)
     3.12(b) Seller's Rights under Corporation Contracts 3.12(b) 3.12(c)
     Corporation Contracts Enforceability and 3.12(c)
                  Termination
     3.12(d)      Corporation Contracts Compliance                 3.12(d)
      3.13        Customers and Suppliers                            3.13



     3.14(a)      Worker's Compensation Coverage                   3.14(a)
     3.15(a)      Compliance with Law                              3.15(a)
     3.15(b)      Governmental Authorization                     3.15(b)(i),
                                                                  3.15 (c)
     3.16(a)      Tax Returns Filed and Taxes Paid              3.16(a),3.16(b)
     3.16(b)      Delivery of Tax Returns                          3.16(b)
     3.16(c)      Post Closing Tax Liabilities                     3.16(c)
                  Tax Attributes                                 3.16(e)(vii)
3.16(e)(vii)
     3.17(a)      Insurance                                       3.17(a)(i)
     3.17(b)      Insurance Arrangements                           3.17(b)
     3.17(c)      Insurance Claims                                 3.17(c)

      3.19        Products and Services                              3.19
      3.20        Governmental Authorizations                        3.20
      3.21        Subsidiaries                                       3.21
      3.26        No Undisclosed Liabilities                         3.26
     3.27(a)      Key Employees List                              3.27(a)(m)
     3.27(b)      Retired Employees                                3.27(b)


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     3.27(c)      Terminated Employees                             3.27(c)
     3.27(g)      Increase in Compensation or Benefits             3.27(g)
     3.27(h)      Employee Contracts                               3.27(h)
     3.27(j)      Employees on Leave                               3.27(j)
     3.27(k)      Obligations to Former Employees                  3.27(k)
     3.27(l)      Independent Contractors                          3.27(l)
     5.3(b)       Payments to Third Parties                         5.3(b)
     5.3(e)       Antiboycott Prohibitions                          5.3(e)
       5.4        Relationships with Related Persons                 5.4
       5.5        Title to Assets                                  5.5(iii)
       6.2        Notices and Consents                               6.2




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