ex10.1



RESTRICTED STOCK PURCHASE AGREEMENT




            This Restricted Stock Purchase
Agreement (this "Agreement") is made effective as of April 2, 2001, (the
"Effective Date") by and between U S Industrial Services, Inc., a
Delaware corporation (the "Company"), and Frank J.
Fradella, an individual residing in the State of Texas (the "Purchaser").




            Now, therefore, in consideration of
the mutual covenants and representations herein set forth, the Company and the
Purchaser agree as follows: 




            1.         Purchase
and Sale of Stock. The Purchaser has been granted the right to purchase
common stock of the Company subject to the terms and conditions of the
Company's 2001 Stock Plan (the "Plan") and this Agreement. Subject to
the terms and conditions of this Agreement, the Company hereby agrees to sell
to the Purchaser and the Purchaser agrees to purchase from the Company on the
Closing Date (as herein defined), 500,000 shares of the Company's Common Stock,
$.01 par value (the "Stock") at a price of $1.25 per share,
for an aggregate purchase price of $625,000. The purchase price for the Stock
shall be paid by cash, check, wire transfer, or promissory note of the
Purchaser, secured by the Stock.  




            2.         Closing.  The purchase and sale of the Stock shall
occur at a closing to be held at such time and place (the "Closing Date")
as designated by the Company, but not later than April 2, 2011. At the closing,
the Purchaser shall deliver to the Company payment equal to the purchase price
of the Stock and the Company will issue the Stock registered in the name of the
Purchaser.




            3.         Purchase
Option.  The Stock shall be subject
to the right and option of the Company to repurchase the Stock as set forth in
this section 3.




                        (a)        Termination of Employment.  In the event that the Purchaser shall cease to
be employed by the Company (including a parent or subsidiary of the Company),
for any reason or no reason, including termination in the event of the
Purchaser's death or disability (a "Termination"), a purchase
option (the "Purchase Option") shall come into effect as set
forth in this section 3(a).  Following a
Termination, the Company shall have the right, as provided in section 3(b)
hereof, to purchase from the Purchaser at the purchase price per share equal to
the per share price paid by the Purchaser as set forth in section 1 above (the
"Purchase Option Price"), a portion of the Stock computed as
follows:




            (i)         Effective the date of this Agreement
and in compliance with all of the terms and conditions hereof, 250,000 shares
of Stock held by the Purchaser shall be free of the Purchase Option;




           (ii)        The Purchase Option shall lapse on the
remaining shares of stock as to one-fifth of such shares per year commencing on
the one-year anniversary of the Effective Date until all Stock is free of the
Purchase Option.




 










 




                        (b)        Notice of Intent to Purchase.  Within 45 days following a Termination, the
Company shall notify the Purchaser by written notice delivered or mailed as
provided in section 9(c), as to whether it wishes to purchase the Stock
pursuant to exercise of the Purchase Option. 
If the Company (or its assignee) elects to purchase the Stock hereunder,
it shall set a date for the closing of the transaction at a place specified by
the Company not later than 15 days from the date of such notice.  At such closing, the Company (or its
assignee) shall tender payment for the Stock and the certificates representing
the Stock so purchased shall be transferred to the Company and shall be
canceled.  The Purchaser hereby
expressly authorizes and directs the Secretary (or his or her designee) or the
transfer agent of the Company for and on behalf of the Purchaser as his or her
lawful attorney-in-fact to complete, date, and deliver to the Company the
attached Assignment Separate from Certificate and thereby to so transfer the
Stock as to which the Purchase Option has been exercised from the Purchaser to
the Company.  The Option Price may be
payable, at the option of the Company, in cash, by check, or by cancellation of
indebtedness owed to the Company by the Purchaser, or any combination thereof.




                        (c)        THE PURCHASER EXPRESSLY AGREES THAT
NOTHING IN THIS AGREEMENT SHALL AFFECT IN ANY MANNER WHATSOEVER THE RIGHT OR
POWER OF THE COMPANY, OR A PARENT OR SUBSIDIARY OF THE COMPANY, TO TERMINATE
THE PURCHASER'S EMPLOYMENT IN ACCORDANCE WITH THE PURCHASER'S EMPLOYMENT AGREEMENT WITH THE
COMPANY AND IF THERE IS NO SUCH EMPLOYMENT AGREEMENT, WITH OR WITHOUT CAUSE,
AND THE COMPANY HEREBY EXPRESSLY RESERVES SUCH RIGHT AND POWER.




                        (d)        The Company may, in its sole and
unfettered discretion, assign its rights and delegate its duties under this
Agreement, including the Purchase Option.




            4.         Stock
Splits, Change in Control.  




                        (a)        If, from time to time during the term of
this Agreement, there is any stock dividend or liquidating dividend of cash
and/or property, stock split, or other change in the character or amount of any
of the outstanding securities of the Company, then, in such event, any and all
new, substituted or additional securities or other property to which the
Purchaser is entitled by reason of his or her ownership of Stock shall be
immediately subject to this Agreement and be included in the word
"Stock" for all purposes with the same force and effect as the shares
of Stock presently subject to this Agreement. 
While the total Purchase Option Price shall remain the same after each
such event, the Purchase Option Price per share of Stock upon execution of the
Purchase Option shall be appropriately adjusted.




                        (b)        If, during the term of this Agreement,
there is a Change in Control (as defined in the Plan) of the Company, and the
Purchaser's employment with the surviving entity is terminated by the surviving
entity or his or her job position or duties are adversely changed
within six-months of the closing of such Change in Control, the Purchase Option
shall lapse as to any Stock still subject thereto on the date of such
termination or adverse change in duties or position. Thereafter, no shares of
Stock held by the Purchaser shall be subject to the Purchase Option.  




2










 




            5.         Restriction
on Transfer.  The Purchaser
shall not sell, transfer, pledge, hypothecate or otherwise dispose of any
shares of the Stock which remain subject to the Purchase Option and any such
attempted transfer in violation of this Section 5 shall be void.




            6.         Legends.  All certificates representing any shares of
Stock of the Company subject to the provisions of this Agreement shall have
endorsed thereon legends in substantially the following form:




"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET
FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, A COPY OF
WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."


"THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."




            7.         Investment
Intent and Risk Factors.  In
purchasing the Stock, the Purchaser acknowledges and represents that the
Purchaser has had an opportunity to discuss the business prospects and business
plan of the Company with the officers and directors of the Company.  The Purchaser further acknowledges that the
Stock is highly speculative and involves a high degree of risk, and that the
Stock has not been registered under the Securities Act of 1933, as amended (the
"Act"), and may not be sold or otherwise disposed of except
pursuant to an effective Registration Statement filed under the Act or pursuant
to an exemption from said Act.  The
Purchaser hereby acknowledges that the Company is under no obligation to
register the Stock under the Act on behalf of the Purchaser.  The Purchaser warrants and represents to the
Company that he or she is acquiring the Stock for investment and not with a
view to or for sale in connection with any distribution of said Stock or with
any present intention of distributing or selling said Stock and he or she does
not presently have reason to anticipate any change in circumstances or any
particular occasion or event which would cause him or her to sell said
Stock.  By execution of this
Restricted Stock Purchase Agreement, the Purchaser hereby expressly confirms
the investment representations set forth in Exhibit A attached hereto
and incorporated herein by this reference.




 








3




 



            8.         Delivery
of Certificate.  To ensure the
availability for delivery of the Purchaser's Stock upon exercise of the
Purchase Option herein provided for, the Purchaser hereby delivers to and
deposits with the Secretary of the Company the Stock Assignment attached hereto
as Exhibit B, duly endorsed (with date and number of shares left blank),
together with the certificate or certificates evidencing the Stock. Upon
written request of the Purchaser after each successive period from the
Effective Date set forth in Section 3 of this Agreement, unless the Purchase
Option has been exercised, the Company will deliver to the Purchaser a
certificate or certificates representing so many shares of the Stock as are
not then subject to the Purchase Option. 
Within 15 days from receipt of the Company's notice of intent to purchase
following a Termination and upon closing of the repurchase transaction as
provided in Section 3 of this Agreement, the Company will deliver to the
Purchaser a certificate or certificates representing the aggregate number of
shares of Stock sold and issued pursuant to this Agreement and not purchased by
the Company or its assignees pursuant to exercise of the Purchase Option.  If the Company fails to timely deliver to the
Purchaser its notice of intent to purchase following a Termination, then the
Company will deliver to the Purchaser the aforementioned certificate or
certificates within 60 days from the date of Termination.  




            9.         Miscellaneous.




                       (a)         Subject to the provisions hereof, the
Purchaser shall, during the term of this Agreement, be entitled to exercise all
rights and privileges of a shareholder of the Company with respect to the
Stock.




                       (b)        The parties agree to execute such
further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Agreement.




                      (c)        Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery or upon deposit in the United
States Mail, by registered or certified mail with postage and fees prepaid,
addressed to the Purchaser at his or her address shown on the Company's
employment records and to the Company at the address of its principal corporate
offices (Attention: President) or at such other address as such party may
designate by ten days' advance written notice to the other party hereto. The Purchaser
hereby represents that the address set forth below under his or her signature
is his or her residence address.




                      (d)        The Company may assign its rights and
delegate its duties under section 3 hereof. This Agreement shall inure to the
benefit of the successors and assigns of the Company and, subject to the
restrictions on transfer herein set forth, be binding upon the Purchaser, his
or her heirs, executors, administrators, successors and assigns.




            10.       Representation
re Exhibits.  The Purchaser hereby
expressly represents that the Purchaser has reviewed the attached Exhibits A
and B and agrees to be bound by the terms thereof.




4






            IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.






	U S INDUSTRIAL SERVICES, INC.	 	 THE
PURCHASER	 
	a
Delaware corporation	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	By:	 	 	 
	Name:  Frank J. Fradella	 	Name:  Frank J. Fradella	 
	Title:     Chief Executive Officer	 	 	 
	ADDRESS:
    	 	ADDRESS:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 












 

5




 


EXHIBIT A


INVESTMENT REPRESENTATIONS




            This Exhibit A is an exhibit
to, and is incorporated into and made a part of, the attached Restricted Stock
Purchase Agreement, dated as of April 2, 2001 (the "Restricted Stock
Purchase Agreement"), by and between U S Industrial Services, Inc.
and Frank J. Fradella. Capitalized terms used herein but not defined
shall have the meanings ascribed to them in the Restricted Stock Purchase
Agreement. In connection with the proposed purchase of the Stock the Purchaser
hereby agrees, represents and warrants as follows:




            1.         Purchase
Entirely for Own Account.




            The Purchaser represents and
warrants that the Purchaser is purchasing the Stock solely for the Purchaser's
own account for investment and not with a view to or for sale or distribution
of the Stock or any portion thereof and not with any present intention of
selling, offering to sell or otherwise disposing of or distributing the Stock
or any portion thereof in any transaction other than a transaction exempt from
registration under the Securities Act of 1933, as amended (the "Act").
The Purchaser also represents that the entire legal and beneficial interest of
the Stock the Purchaser is purchasing is being purchased for, and will be held
for the account of, the Purchaser only and neither in whole nor in part for any
other person.




            2.         Residence.




            The Purchaser represents and
warrants that the Purchaser's principal residence is within the state set forth
below the Purchaser's signature on the Restricted Stock Purchase Agreement.




            3.         Information
Concerning Company.




            The Purchaser represents and
warrants that the Purchaser has heretofore discussed the Company and its plans,
operations and financial condition with its officers and that the Purchaser has
heretofore received all such information as the Purchaser deems necessary and
appropriate to enable the Purchaser to evaluate the financial risk inherent in
making an investment in the Stock and the Purchaser further represents and
warrants that the Purchaser has received satisfactory and complete information
concerning the business and financial condition of the Company in response to
all inquiries in respect thereof.




            4.         Economic
Risk.




            The Purchaser represents and
warrants that the Purchaser realizes that the Purchaser's purchase of the Stock
will be a highly speculative investment and that the Purchaser is able, without
impairing the Purchaser's financial condition, to hold the Stock for an
indefinite period of time and to suffer a complete loss on the Purchaser's investment.  






A-1






            5.         Restricted
Stock; Disposition Under Rule 144.




                        (a)        The Purchaser represents and warrants
that the Company has hereby disclosed to the Purchaser in writing:




(i) 
the sale of the Stock which the Purchaser is purchasing has not been
registered under the Act, and the Stock must be held indefinitely unless
subsequently registered under the Act or unless an exemption from such
registration is available;




(ii) 
the share certificate representing the Stock will be stamped with the
legends restricting transfer specified in the Restricted Stock Purchase
Agreement; and




(iii) 
the Company will make a notation in its records of the aforementioned
restrictions on transfer and legends.




                        (b)        The Purchaser represents and warrants
that the Purchaser understands that the shares of Stock are restricted stock
within the meaning of Rule 144 promulgated under the Act; that the exemption
from registration under Rule 144 will not be available in any event for at
least one year from the date of purchase and payment of the Stock by the
Purchaser (and payment by a note is not deemed payment unless it is adequately
secured by collateral other than any shares of the Stock purchased with such
note), and even then will not be available unless (i) a public trading market
then exists for the Common Stock of the Company, (ii) adequate information concerning
the Company is then available to the public, and (iii) other terms and
conditions of Rule 144 are complied with; and that any sale of the Stock may be
made by the Purchaser only in limited amounts in accordance with such terms and
conditions.




            6.         Tax
Disclosure.




            The Purchaser represents and
warrants that the Purchaser has reviewed and understands the following
information regarding potential tax liability resulting from the purchase of
the Stock.




            The common stock issued in this
transaction has been valued in good faith by the board of directors at least
its fair market value and is being sold to the Purchaser for such amount. The
Company believes this valuation represents a fair attempt at reaching an
accurate appraisal of its worth. However, it is possible that with the benefit
of hindsight, the Internal Revenue Service would successfully assert that the
value of the common shares is substantially greater than so determined.




            If the Internal Revenue Service were
to succeed in a tax determination that the common stock received had value
greater than that upon which the transaction was based, the additional value
would constitute ordinary income to the Purchaser as of the date of its receipt
by the Purchaser. The additional taxes (and interest) due would be payable by
the Purchaser, and there is no provision for the Company to reimburse the
Purchaser for that tax liability. In certain cases, the Internal Revenue Service
could have up to six years from the due date for filing the return (or the
actual filing date of the return if filed thereafter) within which to assess
the Purchaser for the additional tax and interest which would then be due.




 




A-2










 




 




 




            The Company would have the benefit,
in any such transaction, if a determination was made prior to the three year
statute of limitations period affecting the Company, of an increase in its
deduction for compensation paid, which would offset its operating profits, or,
if not profitable, would create net operating loss carry forward arising from
operations in that year.








 

A-3




 


EXHIBIT B


ASSIGNMENT SEPARATE FROM CERTIFICATE


 


            FOR VALUE RECEIVED and pursuant to
that certain Restricted Stock Purchase Agreement dated as of April 2, 2001, Frank
J. Fradella hereby sells, assigns and transfers unto _________________,
(_________) shares of the Common Stock of US Industrial Services, Inc.,
a Delaware corporation, standing in the undersigned's name on the books of said
corporation represented by certificate No. ________ herewith, and do hereby
irrevocably constitute and appoint the Secretary of the Company as attorney to
transfer the said stock on the books of the said corporation with full power of
substitution in the premises.




Dated
___________________




Signature
___________________________________










 


 


 


 


 


 


 


 


 


 






INSTRUCTION:  Please
do not fill in any blanks other than the signature line.  The purpose of this assignment is to enable
the Company to cancel and retire the shares as set forth in the Restricted
Stock Purchase Agreement without requiring additional signatures on the part of
the Purchaser.








B-1




 


ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986




            The undersigned taxpayer hereby
elects, pursuant to the above-referenced Federal Tax Code, to include in his
gross income for the current taxable year, the amount of any compensation
taxable to him in connection with his receipt of the property described below:




            1.         The
name, address, taxpayer identification number and taxable year of the
undersigned are as follows:




NAME
OF

TAXPAYER:  ____________________________     SPOUSE:  
_____________________




ADDRESS:
    ___________________________




                       
___________________________                                                                            




TAXPAYER
ID NO.(SSN):___________________SPOUSE ID NO.:_____________________




TAXABLE
YEAR:  Calendar Year 20__




            2.         The
property with respect to which the election is made is described as follows:




___________
shares of Common Stock of U S Industrial Services, Inc.




            3.         The
date on which the property was transferred is: 
____________________, 20__




            4.         The
property is subject to the following restrictions:




Option
of issuer to repurchase a portion of the shares at the issuance price, such
option lapsing over a five-year period.




           5.         The
fair market value at the time of transfer, determined without regard to any
restriction other than a restriction which by its terms will never lapse, of
such property is: $______________




            6.         The
amount (if any) paid for such property: $_____________




            The undersigned has submitted a copy
of this statement to the person for whom the services were performed in
connection with the undersigned's receipt of the above-described property. The
transferee of such property is the person performing the services in connection
with the transfer of said property.




            The undersigned understands that the
foregoing election may not be revoked except with the consent of the
Commissioner.




 




C-1








 


                                                                                                                                                                                                                         


	 	
    
 

    
	 	Taxpayer
	 	Dated:  ____________, 20_ 
	The undersigned spouse of taxpayer joins in this
    election.
	 	 
	 	 
	 	 
	 	
    
 

    
	 	Spouse of Taxpayer
	 	Dated: _____________, 20_  


 

 

 

 

 

C-2