Unassociated Document


    Exhibit
      10.1

     

    
      

      

    

    ASSET
      PURCHASE AGREEMENT

     

    dated
      as
      of February 28, 2007


     

    by
      and
      among

     

    DIGITAL
      COMMUNICATION SERVICES, INC.,

     

    the
      Shareholders of Digital Communication Services, Inc.,

     

    and

     

    J&J
      LEASING PARTNERSHIP, a Texas General Partnership,

     

    the
      partners of J&J Leasing Partnership,

     

    and

     

    BCI
      COMMUNICATIONS, INC. 

     

    
      

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THIS
      ASSET PURCHASE AGREEMENT, dated as of February 28, 2007 (this “Agreement”), is
      made by and among DIGITAL COMMUNICATION SERVICES, INC, a Texas corporation,
      J&J LEASING PARTNERSHIP, a Texas general partnership, (collectively, the
“Companies”), Jim Labenz, an individual domiciled in Texas, Jeff Reis, an
      individual domiciled in Texas, who are collectively the sole shareholders and
      partners of the Companies (the “Shareholders”), and BCI COMMUNICATIONS, INC, a
      Delaware corporation (“Purchaser”), and the wholly owned subsidiary of Berliner
      Communications, Inc. (“Berliner”).

     

    WHEREAS,
      the Companies desire to sell to Purchaser, and Purchaser desires to purchase
      from the Companies, all of the Companies’ right, title and interest to the
      Companies’ Transferred Assets (as defined herein), which include the Companies’
business and various assets, and in connection therewith Purchaser is willing
      to
      assume the Companies’ Assumed Liabilities (as defined herein); and

     

    WHEREAS,
      as an inducement and condition to Purchaser’s entering into this Agreement, the
      Shareholders, who are now employees of the Companies, are, concurrently with
      the
      execution and delivery of this Agreement, entering into employment agreements
      with Purchaser (the “Employment Agreements”); and

     

    NOW,
      THEREFORE, in consideration of the foregoing and the respective representations,
      warranties, covenants, agreements and conditions hereinafter set forth, and
      intending to be legally bound hereby, the parties hereto agree as
      follows:

     

    ARTICLE
      I

    


    SALE
      AND PURCHASE OF ASSETS

    AND
      ASSUMPTION OF LIABILITIES

     

    1.1 Certain
      Definitions Related to the Companies’ Assets and Liabilities.
      For the
      purposes of this Agreement, the following terms shall have the meanings ascribed
      to them below:

     

    (a) “Companies
      Retained Assets” shall mean the assets and properties of the Companies listed on
      the Companies’ schedule of retained assets (the “Companies’ Retained Assets
      Schedule”) attached to this Agreement.

     

    (b) “Companies
      Transferred Assets” shall mean all the assets and properties of the Companies
      (i) including its business and various assets, (ii) including all of the assets
      and properties listed on the Companies’ schedule of enumerated assets attached
      to this Agreement (the “Companies Schedule of Enumerated Assets”), but (iii)
      excluding the Companies Retained Assets.

     

    (c) “Companies
      Retained Liabilities” shall mean all of the debts, liabilities and obligations
      of the Companies, excluding the Companies Assumed Liabilities, but including
      (i)
      those debts, liabilities and obligations listed on, or related to those listed
      on, the schedule of the Companies’ retained liabilities (the “Companies Retained
      Liability Schedule”) attached to this Agreement, and (ii) those debts,
      liabilities and obligations arising under or related to any Employee Benefit
      Plans (as defined herein) of the Companies, except for liabilities relating
      to
      Employee Benefit Plans that are to be assumed by or made the express
      responsibility of Purchaser pursuant to the express terms of Section
      4.5.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) “Companies
      Assumed Liabilities” shall mean only
      the
      items
      listed on the Companies’ schedule of assumed liabilities attached to this
      Agreement (the “Companies Schedule of Assumed Liabilities”), 

     

    (e) “Initial
      Cash Payment” shall mean (A) $2,000,000, less the amount equal to the Companies
      Assumed Liabilities as defined herein.

     

    (f) “Promissory
      Note” shall mean a note in the amount of $1,750,000, with a term of three (3)
      years, payable quarterly and bearing interest at a fixed rate equal to eight
      and
      one-quarter percent (8.25%) per annum. The Promissory Note shall be
      substantially in the Form of the Promissory Note attached to this Agreement
      as
      Exhibit A, and will be secured by land and buildings purchased from J&J
      Leasing Partners as evidenced by a Deed of Trust substantially in the form
      attached hereto as Exhibit B.

     

    (g)
      “Warrant” shall mean a warrant to purchase 500,000 shares of BCI Communications,
      Inc Common Stock, par value .00002, at an exercise price of $0.73 per share.
      The
      Warrant shall be substantially in the form of the Warrant attached to this
      Agreement as Exhibit C. 

     

    1.2 Sale
      and Purchase of the Companies Transferred Assets.

     

    (a) Upon
      the
      terms and subject to the conditions contained herein, concurrent with the
      execution and delivery of this Agreement, the Companies shall sell, transfer,
      assign, convey and deliver to Purchaser all of the Companies’ right, title and
      interest in all of the Companies Transferred Assets, in each case free and
      clear
      of all liens, mortgages, pledges, encumbrances, security interests, charges
      or
      other interests of other persons of every kind whatsoever, except for Permitted
      Liens (as defined herein).

     

    (b) Concurrently
      with the execution and delivery of this Agreement, the Companies will deliver
      to
      Purchaser (i) such general warranty deeds, bills of sale with covenants of
      general warranty, endorsements, assignments, consents and other good and
      sufficient instruments of sale, transfer, assignment and conveyance, in form
      and
      substance satisfactory to Purchaser and its counsel, as shall be effective
      to
      vest in Purchaser good and marketable title to, and a valid and enforceable
      legal interest in, each of the Companies Transferred Assets, (ii) all of the
      Companies’ contracts, contract amendments, commitments, leases, books and
      records and all other information related to the Companies Transferred Assets,
      (iii) all financial and general corporate records of the Companies, and (iv),
      such other documents, certificates and instruments as Purchaser may reasonably
      request. In addition, the Companies and the Shareholders shall use their best
      efforts to put Purchaser into actual possession and operating control of all
      the
      Companies Transferred Assets.

     

    (c) Concurrently
      with such sale, transfer, assignment, conveyance and delivery of the Companies
      Transferred Assets, upon the terms and subject to the conditions of this
      Agreement and in reliance upon the representations, warranties and covenants
      of
      the Companies and the Shareholders contained herein, Purchaser shall purchase
      and accept all of the Companies’ right, title and interest, including but not
      limited to any rights, claims and causes of actions against others, whether
      or
      not yet asserted, in the Companies Transferred Assets.

     

    
      
        
        

      

      
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    (d) Concurrently
      with the execution and delivery of this Agreement and as an initial purchase
      price for the Companies Transferred Assets, Purchaser shall pay to the
      Companies, by wire transfer and in immediately available funds, the Initial
      Cash
      Payment, as well as deliver the Promissory Note, the Deed of Trust, and the
      Warrant (the “Combined Initial Payment”).

     

    1.3 Assumption
      of the Companies Assumed Liabilities.
      Concurrently with the execution and delivery of this Agreement, Purchaser shall
      assume and shall agree to pay, perform and discharge, as and when due, the
      Companies Assumed Liabilities and shall deliver to the Companies instruments
      of
      assumption or other documents in form and substance reasonably satisfactory
      to
      the Companies and its counsel to evidence such agreement and
      assumption.

     

    1.4 Contingent
      Purchase Price Adjustment Related to Operating Results

     

    (a) Purchaser
      agrees to pay to James Labenz and Jeffrey Reis an additional contingent purchase
      price of up to $1,000,000 (the “Aggregate Contingent Purchase Price”) in three
      annual installments of $333,333.33 (each of which, the “Installment Sum”), if
      and only if (i) certain performance objectives related to the combined operating
      results of the Digital Communication Services, Inc. business and the now
      existing operations of the Berliner Communications, Inc. business located in
      Texas (together the “Texas Business”) are met and (ii) Messrs. Labenz and Reis
      are employed by Purchaser at the end of each Contingent Purchase Price Payment
      Period unless terminated “Without Cause” as set forth below in Section 1.4(b).
      The Texas Business operating results will be measured at the end of the twelve
      month period beginning on the first day of March 2007, and on each of the
      subsequent two anniversaries thereof (each such twelve-month period a
“Contingent
      Purchase Price Payment Period”).
      At
      the end of each Contingent Purchase Price Payment Period, the Purchaser will
      prepare financial statements for such period reflecting the operating results
      of
      the Texas Business (the “Actual Results”). Purchaser will compare the Actual
      Results to the projected results presented on the Schedule of Projected
      Financial Results attached hereto as Exhibit D (the “Projected Results”).
      Provided that both the revenue and EBITDA (as defined below) reflected on the
      Actual Results are no less than 80% of the Projected Results for the relevant
      Contingent Purchase Price Payment Period, the Purchaser will pay the Installment
      Sum to James Labenz and Jeffrey Reis within 30 days following the end of the
      relevant Contingent Purchase Price Payment Period (the “Contingent Payment
      Date”). If either gross revenue or EBITDA, calculated according to GAAP,
      reflected on the Actual Results are less than 80% of the Projected Results,
      no
      portion of the Contingent Purchase Price shall be paid for such period and
      the
      right to earn the Installment Sum from that particular Contingent Purchase
      Price
      Payment Period will be forever lost. “EBITDA” shall mean earnings before
      interest, taxes, depreciation and amortization as shown on the statement of
      operations for each Contingent Purchase Price Payment Period. A termination
      event that occurs after the Contingent Purchase Price Payment Period but before
      the Contingent Payment Date shall not effect Purchaser’s obligation to make the
      payment on any earned Installment Sum.

     

    
      
        
        

      

      
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      (b)
        Notwithstanding the terms of Section 1.4 above, no Contingent Purchase Price
        will be due or payable if both Messrs. Labenz and Reiss are no longer employed
        by the Purchaser on the last day of the Contingent Purchase Price Period,
        unless
        such termination resulted from a termination “Without Cause” as defined in their
        respective Employment Agreements with the Purchaser. If either one of Messrs.
        Labenz or Reiss is no longer employed by the Purchase on the last day of
        the
        Contingent Purchase Price Period (and the termination was not a termination
        “Without Cause” as defined in the his Employment Agreement), and the other is
        still employed, then one-half of the Contingent Purchase Price shall be paid
        to
        the individual who is still employed with the Purchaser and nothing shall
        be
        paid to the other.

       

    

    1.5 License
      to Use Digitcom Name. For a period of one year from the date hereof, the
      Companies grant to Purchaser a limited, exclusive license to use the name
“Digitcom” for or on invoices, letterhead, signage, or other marketing, press,
      administrative or other uses as may be required in the ordinary course of
      business. 

     

    ARTICLE
      II

     

    REPRESENTATIONS
      AND WARRANTIES

    OF
      THE COMPANIES AND THE SHAREHOLDERS

     

    Except
      as
      set forth in the applicable sections of the Companies’ Disclosure Schedule
      attached hereto (the “Disclosure Schedule”), it being agreed that (a) a
      disclosure in any one section of such Disclosure Schedule shall be deemed
      disclosed in any other section of such disclosure if the relevance of such
      disclosure to such other section is reasonably apparent, and (b) mere inclusion
      of an item in the Disclosure Schedule as an exception to a representation or
      warranty shall not be deemed an admission by the Companies or the Shareholders
      that such item constitutes a material exception or a fact, event or circumstance
      that would reasonably be expected to have Material Adverse Effect (as defined
      herein), the Companies and the Shareholders, jointly and severally, represents
      and warrants to Purchaser as follows:

     

    2.1 Corporate
      Organization.
      The
      Companies are corporations and/or partnerships duly organized, validly existing
      and in good standing under the laws of their state of incorporation and/or
      formation and have full corporate and/or partnership power and authority to
      own
      or lease their properties and assets and to carry on their business as it is
      presently being conducted. The Companies are duly qualified or licensed in
      the
      State of Texas are in good standing in every jurisdiction where the character
      of
      its properties owned or leased or the nature of its activities makes such
      qualification or license necessary.

     

    
      
        
        

      

      
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    2.2 No
      Subsidiaries.
      The
      Companies have no subsidiaries and no interest, direct or indirect, in any
      corporation, partnership, joint venture, limited liability company, business
      trust or other business entity. In connection with the transactions contemplated
      by this Agreement, Purchaser shall incur no liability or obligation of any
      nature for any liability, debt, cost, expense or other obligation of any
      corporation, partnership, joint venture, limited liability company, business
      trust or other business entity (other than those disclosed in this Agreement
      and
      the schedules hereto) in which the Companies have an interest, direct or
      indirect.

     

    2.3 Certificate
      of Incorporation; Bylaws.
      

     

    (a) True
      and
      complete copies of the Certificate of Incorporation of Digital Services
      Communications, Inc. and the Partnership Agreement of J&J Leasing
      Partnership (the “Certificates of Incorporation”) are included in Section 2.3(a)
      of the Disclosure Schedule.

     

    (b) A
      true
      and complete copy of the Bylaws of Digital Services Communications, Inc. (the
      “Bylaws”) are included in Section 2.3(b) of the Disclosure
      Schedule.

     

    2.4 Authorization.
      Each of
      the Shareholders and/or Partners and the Companies has the requisite power
      (corporate or otherwise), capacity and authority to enter into this Agreement
      and to consummate the transactions contemplated hereby. The execution, delivery
      and performance of this Agreement and the consummation of the transactions
      contemplated hereby have been duly authorized by the Board of Directors of
      the
      Companies and/or the General Partners and by the shareholders of the Companies,
      and no additional proceedings (corporate or otherwise) on the part of the
      Companies, their Board of Directors, any of its shareholders and/or General
      Partners or, except as could not materially diminish the value to Purchaser
      of
      the transactions contemplated by this Agreement, any other person are necessary
      to authorize the execution, delivery and performance of this Agreement and
      the
      consummation of the transactions contemplated hereby. This Agreement has been
      duly executed and delivered and constitutes the valid and binding obligations
      of
      each of the Shareholders and/or General Partners the Companies, enforceable
      against each of the Shareholders, General Partners and the Companies in
      accordance with its terms.

     

    2.5 Capitalization.
      

     

    (a) All
      Outstanding Target Shares are validly issued, fully paid and nonassessable
      and
      were not issued in violation of any preemptive or similar right. All of the
      Outstanding Target Shares are owned by the Shareholders.

     

    2.6 Noncontravention;
      Consents; Filings.
      The
      execution, delivery and performance of this Agreement and the consummation
      by
      the Shareholders, General Partners and the Companies of the transactions
      contemplated hereby and compliance by the Shareholders. General Partners and
      the
      Companies with the provisions hereof do not and will not (a) conflict with
      or
      violate any provision of the Certificate of Incorporation or Bylaws of either
      of
      the Companies, (b) require any filing with, or the permit, authorization,
      consent or approval of, any court, arbitrator or arbitral tribunal,
      administrative agency or commission or other governmental or regulatory
      authority or agency (a “Governmental Entity”), (c) conflict with or violate any
      order, writ, injunction, decree, statute, rule or regulation applicable to,
      binding upon or enforceable against either the Shareholders or the Companies
      or
      any of their respective properties or assets, (d) constitute a breach of any
      duty owed by the Shareholders or any other person acting in a representative
      or
      fiduciary capacity with respect to any shareholder or any person with any
      beneficial interest in either of the Companies or any shareholder of the
      companies, or (e) create any lien, charge, encumbrance, security interest,
      claim
      or right of others on or with respect to any Transferred Asset, or (f)
      materially diminish the value of the transactions contemplated by this Agreement
      to Purchaser, result in a violation or breach of, or constitute (with or without
      notice or lapse of time or both) a default or give rise to any right of
      termination, amendment, cancellation or acceleration under, or result in the
      creation or imposition of any lien, charge, encumbrance, security interest,
      claim or right of others of whatever nature upon any property or assets of
      any
      of the Shareholders or the Companies under, any note, bond, mortgage, indenture,
      lease, license, contract, agreement, or other instrument or obligation to which
      either the Shareholders or the Companies are a party or by which any of the
      Shareholders, the Companies or any of their respective properties or assets
      may
      be bound.

     

    
      
        
        

      

      
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    2.7 Financial
      Statements.
      Section
      2.7(a) of the Disclosure Schedule sets forth the audited balance sheets of
      the
      Companies as at December 31, 2005, and 2004, and the unaudited financial
      statements through the month ended December 31, 2006, and the related audited
      statements of operations, stockholders’ equity or deficit and cash flows for the
      periods then ended. The balance sheet of the Companies as of December 31, 2006
      is referred to in this Agreement as the “2006 Balance Sheet.” Such financial
      statements (i) are true and complete in all material respects, and (ii) have
      been prepared in accordance with GAAP applied on a consistent basis. Each of
      the
      balance sheets of the Companies referred to in this Section 2.7 reflects, as
      of
      the dates thereof, all claims against and all debts and liabilities of the
      Companies, fixed or contingent, as at the date thereof, required to be shown
      thereon under GAAP, and the related statements of operations, stockholders’
equity or deficit and cash flows fairly present the results of operations,
      the
      stockholders’ equity or deficit and cash flows of the Companies for the
      respective periods indicated. 

     

    2.8 Books
      and Records.
      All
      accounts, books and ledgers of the Companies have been properly and accurately
      kept and completed in all material respects, and there are no material
      inaccuracies or material discrepancies of any kind contained or reflected
      therein. The Companies have none of its records, systems controls, data or
      information recorded, stored, maintained, operated or otherwise wholly or partly
      dependent on or held by any means (including any electronic, mechanical or
      photographic process, whether computerized or not) which (including all means
      of
      access thereto and therefrom) are not under the exclusive ownership (excluding
      licensed software programs) and direct control of the Companies.

     

    2.9 No
      Undisclosed Liabilities.
      As of
      the date of the 2006 Balance Sheet, except as set forth in Section 2.9 of the
      Disclosure Schedule, the Companies have no debt, liability or obligation of
      any
      nature (absolute, accrued, contingent or otherwise) that is not fully reflected
      on or reserved against in the 2006 Balance Sheet.

     

    
      
        
        

      

      
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    2.10 Interim
      Changes.
      Except
      as set forth in Section 2.10 of the Disclosure Schedule, since the date of
      the
      2006 Balance Sheet, the Companies have been operated only in the ordinary course
      of business consistent with past practice in all respects, and the Companies
      have not:

     

    (a) suffered
      any changes, nor has there occurred or arisen any events, facts, circumstances
      or conditions, that have had or could reasonably be expected to have, either
      singly or in the aggregate, a material adverse effect on the business,
      operations, condition (financial or otherwise), properties, liabilities, client
      relations, or prospects of the Companies or on any Transferred Assets listed
      on
      the Schedule of Enumerated Assets (a “Material Adverse Effect”) or to materially
      diminish the value to Purchaser of the transactions contemplated
      hereby;

     

    (b) made
      any
      capital expenditures which are more than $20,000 individually or $50,000 in
      the
      aggregate;

     

    (c) employed,
      engaged or entered into any new contract with or amended any existing contract
      for the employment of, any person by the Companies or increased the compensation
      or benefits of any employee of the Companies;

     

    (d) sold,
      assigned, transferred, conveyed, leased or otherwise disposed of or agreed
      to
      sell, assign, transfer, convey, lease or otherwise dispose of any portion of
      its
      properties or assets, except in the ordinary course of business and consistent
      with past practice in all respects;

     

    (e) suffered
      any damage, destruction or loss of property related to the Companies, whether
      or
      not covered by insurance;

     

    (f) declared,
      paid or set aside for payment any dividend or other distribution (whether in
      cash, stock or property or any combination thereof), directly or indirectly,
      in
      respect of the Companies’ capital stock or other securities;

     

    (g) made
      any
      change in its accounting principles or methods;

     

    (h) written
      down the value of any inventory (including write-downs by reason of shrinkage
      or
      mark-down) or assets or written off as uncollectible any notes or accounts
      receivable, except for such write-downs or write-offs in the ordinary course
      of
      business consistent with past practice in all respects, nor suffered any change
      or experienced any condition which would require any such write-down or
      write-off;

     

    (i) paid,
      loaned or advanced any amount, other than advances to employees for travel
      and
      entertainment expenses in the ordinary course of business and consistent with
      past practice in all respects, or sold, transferred or leased any properties
      or
      assets (real, personal or mixed, tangible or intangible), other than properties
      or assets of nominal value, to any of its employees, officers or directors
      or
      any affiliate or associate of any of its employees, officers or directors;
      or

     

    (j) agreed,
      whether in writing or otherwise, to take any action described in this Section
      2.10.

     

    
      
        
        

      

      
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    2.11 Litigation.
      There
      is no action, suit or proceeding by or before any Governmental Entity pending
      nor, to the Actual Knowledge (as defined herein) of the Shareholders and the
      Companies or which could have been discovered through reasonable investigation,
      threatened, against or involving the Shareholders or the Companies, or affecting
      any properties or assets of any of the Shareholders or the Companies. Neither
      the Shareholders nor the Companies are aware of any reasonable basis for any
      such claim, action, suit, inquiry, proceeding or investigation. Neither the
      Shareholders nor the Companies are subject to any order, writ, injunction or
      decree which could reasonably be expected to impair the ability of either the
      Shareholders or the Companies to consummate the transactions contemplated hereby
      or diminish the value of the transactions contemplated by this Agreement to
      Purchaser.

     

    2.12 No
      Violation.

     

    (a) The
      Companies are not in violation or breach of, or in default under (and no event
      has occurred which with notice or lapse of time or both would constitute such
      a
      breach, violation or default or give rise to any right of termination,
      amendment, cancellation or acceleration under) any term, condition or provision
      of (i) the Certificate of Incorporation or Bylaws of the Companies, (ii) any
      order, writ, injunction, decree, statute, rule or regulation applicable to
      the
      Companies or any of its properties, assets or business or (iii) any note, bond,
      mortgage, indenture, lease, license, contract, agreement or other instrument
      or
      obligation to which the Companies are a party or by which the Companies or
      any
      of its properties or assets may be bound. 

     

    (b) The
      Shareholders and the Companies have obtained all permits, authorizations,
      consents or approvals and made all notifications and applications to
      Governmental Entities required under applicable law necessary to conduct
      business as heretofore conducted which, if not obtained or made, could
      reasonably be expected to (i) impair the ability of the Shareholders or the
      Companies to consummate the transactions contemplated hereby or (ii) in the
      aggregate have a Material Adverse Effect on the business of the Companies or
      materially diminish the value of the transactions contemplated by this Agreement
      to Purchaser.

     

    2.13 Title
      to Properties; Encumbrances.
      Except
      as set forth in Section 2.6 of the Disclosure Schedule or in Section 2.15(a)
      of
      the Disclosure Schedule with respect to Intellectual Property (as defined
      herein), the Companies have good, marketable and valid title to all Transferred
      Assets listed on the Schedule of Enumerated Assets. Except as set forth in
      Section 2.6 of the Disclosure Schedule or in Section 2.15(a) of the Disclosure
      Schedule with respect to Intellectual Property, the Companies have good,
      marketable and valid title to all Transferred Assets. Except as set forth in
      Section 2.6 of the Disclosure Schedule or in Section 2.15(a) of the Disclosure
      Schedule with respect to Intellectual Property, all Transferred Assets are
      free
      and clear of all title defects or objections, liens, claims, charges, security
      interests or other encumbrances of any nature whatsoever. Upon the consummation
      of the transactions contemplated by this Agreement, the Companies will deliver,
      and Purchaser shall receive, good, marketable and valid title to all Transferred
      Assets. With respect to any real property transferred to Purchaser, such
      property is held by J&J Leasing Partners free and clear of all liens, rights
      of way, easements, restrictions, exceptions, variances, reservations, covenants
      or other imperfections of title, if any, that do not materially detract from
      the
      value of or materially interfere with the present use of the property affected
      thereby.

     

    
      
        
        

      

      
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    2.14 Condition
      and Sufficiency of Assets.

     

    (a) Each
      of
      the tangible Transferred Assets is in good condition (ordinary wear and tear
      excepted) and is suitable for use in the business of the Companies as such
      business has historically been conducted.

     

    (b) The
      Companies’ schedule of Enumerated Assets contains,

     

    (i) in
      Section 2.14(b)(i) thereof, a true and complete list of all real property owned
      by the Companies or in which the Companies have an interest, other than
      leases;

     

    (ii) in
      Section 2.14(b)(ii) thereof, a true and complete list of all leases under which
      the Companies lease any real property;

     

    (iii) in
      Section 2.14(b)(iii) thereof, a true and complete list of all property other
      than real property or Intellectual Property owned by Companies, including but
      not limited to equipment, furniture and machinery;

     

    (iv) in
      Section 2.14(b)(iv) thereof, a true and complete list of all leases under which
      the Companies lease any property other than real property that is material
      to
      the Companies’ business;

     

    (v) in
      Section 2.14(b)(v) thereof, a true and complete list of all contracts to which
      the Companies are a party and that are material to its business

     

    (vi) in
      Section 2.14(b)(vi) thereof, a true and complete list of all Intellectual
      Property (as defined herein) used by the Companies, including a list of all
      trademarks, tradenames, service marks or service names used by the Companies
      or
      in which the Companies have an interest; 

     

    (vii) in
      Section 2.14(b)(vii) thereof, a true and complete list, as of the date hereof,
      of all accounts receivable of the Companies, including, with respect to each
      such account receivable, the amount due thereunder to the
      Companies;

     

    (viii) in
      Section 2.14(b)(viii) thereof, a true and complete list of the Companies’
Material inventory, all consigned inventory, and a general description of all
      inventory not deemed Material to the satisfaction of Purchaser as of the date
      hereof;

     

    (ix) in
      Section 2.14(b)(ix) thereof, a true and complete list of all insurance policies
      under which the Companies are an insured person or otherwise has a beneficial
      interest; and

     

    (x) in
      Section 2.14(b)(x) thereof, a true and complete list of all governmental and
      commercial licenses, permits, authorizations and otherwise pertaining to the
      Companies’ business, both: 1) those that the Companies currently have, or 2)
      those that are required to conduct the Companies’ business in its ordinary
      course, and an indication of whether or not such licenses are currently
      effective, and

     

    
      
        
        

      

      
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    (xi) in
      Section 2.14(xi) thereof, a true and complete list of all other assets or
      properties of the Companies, of whatever nature, that are (A) material to the
      business of the Companies, and (B) are not listed elsewhere on the Companies’
Schedule of Enumerated Assets. 

     

    (c) The
      Transferred Assets comprise all of the Companies’ assets and properties used in
      the conduct of its business and are sufficient to continue to carry such
      business in the same manner in all respects as it has historically been
      conducted by the Companies.

     

    2.15 Intellectual
      Property.
      Except
      as set forth in Section 2.15(a) of the Disclosure Schedule, the Companies have
      all right, title and interest in, or a valid and binding license to use, all
      Intellectual Property (as defined herein) that is a part of the Transferred
      Assets. Except as set forth in Section 2.15(a) of the Disclosure Schedule,
      no
      claim of infringement or misappropriation arising from the use of Intellectual
      Property that is part of the Transferred Assets is or has been made or is or
      has
      been threatened to be made in writing or, to the Best Knowledge of the Companies
      and the Shareholders and General Partners, is or has been threatened to be
      made
      orally against either of the Companies, and, except as set forth in Section
      2.15(a) of the Disclosure Schedule, to the Best Knowledge of the Companies,
      the
      Shareholders and the General Partners, the Companies are not infringing or
      misappropriating any Intellectual Property of any other person or entity in
      the
      Companies’ use of any Intellectual Property that is part of the Transferred
      Assets. The Companies have granted no license, franchise or permit in effect
      on
      the date hereof to any person or entity to use any Intellectual Property that
      forms a part of the Transferred Assets. As used herein, “Intellectual Property”
shall mean patents and patent rights, copyrights and copyright rights, and
      other
      proprietary intellectual property, trade secrets, and proprietary information,
      as well as all pending applications for, and registrations rights of, any of
      the
      foregoing.

     

    2.16 Leases.
      Section
      2.16 of the Disclosure Schedule contains a summary, accurate in all respects,
      of
      the terms of all leases pursuant to which the Companies lease real property,
      including but not limited to assignment rights and claims to such property,
      whether or not asserted, or pursuant to which the Companies lease personal
      property and which provide for lease payments in excess of $10,000 during any
      twelve-month period. All such leases are valid, binding and enforceable against
      the Companies and, to the Actual Knowledge of the Shareholders and the
      Companies, any other party thereto in accordance with their terms, and are
      in
      full force and effect. There are no existing defaults by the Companies
      thereunder, and the Companies are not in breach, violation or default (and
      no
      event which with the giving of notice or the passage of time or both would
      constitute such a breach, violation or default or give rise to any right of
      termination, amendment, renegotiation, cancellation or acceleration)
      thereunder.

     

    2.17 Bank
      Accounts.
      Section
      2.17 of the Disclosure Schedule sets forth the names and locations of all banks,
      trust companies, savings and loan associations and other financial institutions
      at which the Companies maintain safe deposit boxes or accounts of any nature
      and
      the names of all persons authorized to draw thereon, make withdrawals therefrom
      or have access thereto.

     

    2.18 Taxes.
      (a) All
      Returns (as defined herein) required to be filed (taking into account
      extensions) on or before the date hereof for Taxes (as defined herein) properly
      attributable to periods ending on or before the date hereof by, or with respect
      to any activities of, or property owned by either of the Companies, have been
      or
      will be filed in accordance with all applicable laws and are or, with respect
      to
      Returns yet to be filed, will be, true, correct and complete in all material
      respects as filed; all Taxes shown as due on such Returns have been or will
      be
      timely paid; and reserves reflected on the 2006 Balance Sheet are sufficient
      to
      cover all Taxes (whether or not shown as due on any Return) accrued as of the
      dates thereof, respectively, and, adjusted for the passage of time, will be
      sufficient to cover all Taxes as of the date hereof; (b) all Taxes required
      to
      be withheld by both Companies have been withheld, and such withheld Taxes have
      either been duly and timely paid to the proper Taxing Authorities (as defined
      herein) or set aside in accounts for such purpose if not yet due; (c) no Return
      filed by the Shareholders, General Partners or the Companies is currently under
      audit by any Taxing Authority or is the subject of any judicial or
      administrative proceeding, and to the Best Knowledge of the Shareholders,
      General Partners and the Companies, respectively, no Taxing Authority is
      threatening to commence any such audit; (d) no Taxing Authority is now asserting
      against the Companies any deficiency or claim for Taxes or any adjustment of
      Taxes and no issue has been raised by any Taxing Authority in any examination
      which, by application of the same or similar principles, could reasonably be
      expected to result in a proposed deficiency for any period not so examined;
      (e)
      the Companies are not subject to or bound by any Tax sharing agreement (or
      other
      arrangement or practice for the sharing of Taxes); (f) the Companies have never
      been a member of a consolidated group within the meaning of Section 1504 of
      the
      Code; (g) neither the Shareholders nor the Companies have waived any statute
      of
      limitations with respect to any Tax or agreed to any extension of time for
      filing any Return that has not been filed, and neither the Shareholders nor
      the
      Companies have consented to extend the period in which any Tax may be assessed
      or collected by any Taxing Authority; (h) there are no liens for Taxes (other
      than Taxes not yet due) upon any of the assets of the Companies; (i) the
      Companies have no liability under Treasury Regulation 1.1502-6 (or any similar
      provision of state, local or foreign law) or any liability as a transferee
      or
      successor, by contract or otherwise, for the Taxes of any person other than
      the
      Companies; (j) all income tax Returns for the Companies in respect of all years
      not barred by the statute of limitations have heretofore been delivered by
      the
      Companies to Purchaser and such Returns are true, correct, and complete in
      all
      material respects, and all such Returns are listed in Section 2.18 of the
      Disclosure Schedule; (k) there are no outstanding powers of attorney enabling
      any party to represent the Companies with respect to Tax matters; (l) no consent
      under Section 341(f) of the Internal Revenue Code of 1986, as amended (together
      with the rules and regulations promulgated thereunder, the “Code”) has been
      filed with respect to the Companies; and (m) for all relevant federal and state
      purposes, Digital Communication Services, Inc. has been an S corporation at
      all
      times since February 1, 1996.

     

    
      
        
        

      

      
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    2.19 Contracts
      and Commitments.

     

    (a) Section
      2.19(a) of the Disclosure Schedule sets forth a complete and accurate list
      of
      all

     

    (i) credit
      agreements, notes, indentures, security agreements, pledges, guarantees of
      or
      agreements to assume any such debt obligation of others or similar documents
      relating to indebtedness for borrowed money (including interest rate or currency
      swaps, hedges or straddles or similar transactions) to which the Companies
      are a
      party or by which any of its assets are bound, restricted or
      encumbered;

     

    
      
        
        

      

      
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    (ii) employment,
      consulting, severance or termination agreements which require or may require
      the
      Companies to pay (A) more than $100,000 in any twelve-month period, or (B)
      any
      severance or termination pay liability or obligation;

     

    (iii) agreements
      by or among the shareholders of the Companies relating to or affecting the
      acquisition, disposition or voting of the capital stock of the
      Companies;

     

    (b) Except
      as
      set forth in Section 2.19(b) of the Disclosure Schedule,

     

    (i) the
      Companies do not have any contract which is material to its business, operations
      or prospects;

     

    (ii) no
      purchase contract of either of the Companies continue for a period of more
      than
      twelve months or requires payment of more than $10,000 in any twelve-month
      period;

     

    (iii) no
      Employee Benefit Plan contains any severance or termination pay liability or
      obligation;

     

    (iv) the
      Companies have no employee to whom it is paying base salary at the annual rate
      of more than $100,000 for services rendered;

     

    (v) the
      Companies are not restricted by any agreement from carrying on its business
      in
      any respect anywhere in the world;

     

    (vi) the
      Companies do not have any outstanding loan to any person, other than advances
      to
      employees for travel and entertainment expenses in the ordinary course of
      business; and

     

    (vii) the
      Companies do not have any power of attorney outstanding or any obligation or
      liability (whether absolute, accrued, contingent or otherwise), as surety,
      co-signer, endorser, co-maker, indemnitor or otherwise in respect of the
      obligation of any person, corporation, partnership, joint venture, limited
      liability company, association, organization or other entity.

     

    2.20 Client
      Relations.
      Except
      as set forth in Section 2.20 of the Disclosure Schedule, since December 31,
      2004, there has not been, and as of the date hereof, to the Actual Knowledge
      of
      the Companies and the Shareholders and General Partners, there exists no set
      of
      facts or circumstances that could reasonably be expected to result in, any
      adverse change in the Company’s relations with any of its current clients,
      whether as a result of the transactions contemplated by this Agreement or
      otherwise, provided, however, it is understood and agreed that neither the
      Companies nor the Shareholders or General Partners make any representation
      or
      warranty concerning such relations following the consummation of the
      transactions contemplated by this Agreement. Section 2.20 of the Companies
      Disclosure Schedule sets forth the names of the Companies 10 largest clients
      (measured by the Companies revenues for the fiscal year ended December 31,
      2006)
      as of the date hereof, and the projected revenues of such largest clients and
      of
      all clients in the aggregate for the fiscal year ending December 31, 2006.
      All
      such projections were made in good faith and upon a reasonable basis, but no
      representation or warranty is made that such projections will in fact be
      achieved. No current client of the Companies has advised the Companies in
      writing or otherwise that it is terminating or considering terminating the
      handling of its business by the Companies as a whole or in respect of any
      particular product, project or service, or is planning to reduce its future
      spending with the Companies in any manner, but no representation or warranty
      is
      made that such a termination or reduction will not occur after the consummation
      of the transactions contemplated hereby.

     

    
      
        
        

      

      
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    2.21 Insurance.
      Section
      2.21 of the Disclosure Schedule contains an accurate list and description by
      type of all policies of fire, liability, workmen’s compensation and other forms
      of insurance, including, but not limited to, all group insurance programs in
      effect for the Companies’ employees, owned or held by the Companies. All such
      policies are in full force and effect, all premiums due with respect thereto
      covering all periods up to and including the date hereof have been paid, and
      no
      written notice of cancellation or termination has been received with respect
      to
      any such policy. Except as set forth in the Section 2.21 of the Disclosure
      Schedule, (a) such policies are sufficient for compliance with all material
      requirements of law and of all material agreements to which the Companies are
      a
      party, (b) are valid, outstanding and enforceable policies, (c) provide
      insurance coverage for the assets and operations of the Companies that is
      adequate in light of risks of the Companies’ business as heretofore conducted,
      (d) will remain in full force and effect through the respective dates set forth
      in Section 2.21 of the Disclosure Schedule without the payment of additional
      premiums, and (e) will not in any way be affected by, or terminate or lapse
      by
      reason of, the transactions contemplated by this Agreement. The Companies have
      not been refused any insurance with respect to its assets or operations, nor
      has
      its coverage been limited, by any insurance carrier to which it has applied
      for
      any such insurance or with which it has carried insurance.

     

    2.22 Labor
      Matters; Unions.
      None of
      the employees of either of the Companies is represented by a union in connection
      with his or her employment by the Companies. No labor organization or group
      of
      employees of the Companies has made a pending demand for recognition or
      certification, and there are no representation or certification proceedings
      or
      petitions seeking a representation proceeding presently pending or, to the
      Actual Knowledge of the Companies and the Shareholders after inquiry of the
      Companies’ personnel manager, threatened to be brought or filed with the
      National Labor Relations Board or any other labor relations tribunal or
      authority. There are no organizing activities, strikes, work stoppages,
      slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending
      or, to the Actual Knowledge of the Companies and the Shareholders after inquiry
      with the Companies personnel manager, threatened against the Companies or
      involving the Companies employees. The Companies are in compliance in all
      material respects with all applicable laws respecting employment and employment
      practices, terms and conditions of employment, wages and hours and occupational
      safety and health.

     

    2.23 Compliance
      With Law.
      The
      operations of the Companies have been conducted in accordance with all
      applicable laws, regulations and other requirements of all national governmental
      authorities, and of all states, municipalities and other political subdivisions
      and agencies thereof, having jurisdiction over the Companies.

     

    
      
        
        

      

      
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    2.24 No
      Filings With Securities and Exchange Commission.
      The
      Companies have had, during the past five years, no legal obligation to file
      any
      form, report, schedule, statement, proxy statement or other document or
      information with the Securities and Exchange Commission, and during the same
      period the Companies have not filed with the Securities and Exchange Commission
      any such form, report, schedule, statement, proxy statement or other document
      or
      information.

     

    2.25 Environmental
      Matters.

     

    (a) The
      Companies are in compliance with all applicable Environmental Laws (as defined
      herein), which compliance includes, but is not limited to, the possession by
      the
      Companies of all permits and other governmental authorizations required under
      applicable Environmental Laws, and compliance with the terms and conditions
      thereof. Neither the Shareholders nor the Companies has received any
      communication (written or oral), whether from a governmental authority, citizens
      group, public-interest or not-for-profit organization, employee or any other
      person or entity, that alleges that the Companies are not in such compliance,
      and, to the Best Knowledge of the Shareholders and the Companies, there are
      no
      circumstances that may prevent or interfere with such compliance in the
      future.

     

    (b) There
      is
      no Environmental Claim (as defined herein) pending or, to the Actual Knowledge
      of the Shareholders or the Companies, threatened against the Companies, or
      affecting any properties or assets of the Companies, or, to the Actual Knowledge
      of the Companies and the Shareholders, against any person or entity whose
      liability for any Environmental Claim the Companies have or may have retained
      or
      assumed either contractually or by operation of law.

     

    (c) There
      are
      no past or present actions, activities, circumstances, conditions, events or
      incidents, including the release, emission, discharge, presence or disposal
      of
      any Materials of Environmental Concern (as defined herein) having occurred
      or
      occurring during the periods when the Companies leased or owned any real
      property, that could reasonably be expected to form the basis of any
      Environmental Claim against the Companies or affecting any properties or assets
      of the Companies, or, to the Actual Knowledge of the Companies or Shareholders,
      against any person or entity whose liability for any Environmental Claim the
      Companies have or may have retained or assumed either contractually or by
      operation of law.

     

    (d) For
      the
      purposes of this Agreement, “Environmental Claim” means any claim, action, cause
      of action, investigation or notice (written or oral) by any person or entity
      alleging potential liability (including potential liability for investigatory
      costs, cleanup costs, governmental response costs, natural resources damages,
      property damages, personal injuries, or penalties) arising out of, based on
      or
      resulting from (i) the presence, or release into the environment, of any
      Materials of Environmental Concern at any location, whether or not owned or
      operated by the Companies or (ii) circumstances forming the basis of any
      violation, or alleged violation, of any Environmental Law.

     

    (e) For
      the
      purposes of this Agreement, “Environmental Laws” means all federal, state, local
      and foreign laws and regulations relating to pollution or protection of human
      health or the environment (including ambient air, surface water, ground water,
      land surface or subsurface strata), including laws and regulations relating
      to
      emissions, discharges, releases or threatened releases of Materials of
      Environmental Concern, or otherwise relating to the manufacture, processing,
      distribution, use, treatment, storage, disposal, transport or handling of
      Materials of Environmental Concern.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    (f) For
      the
      purposes of this Agreement, “Materials of Environmental Concern” means
      chemicals, pollutants, contaminants, wastes, toxic substances, petroleum and
      petroleum products.

     

    2.26 Benefit
      Plans; Compliance with ERISA.

     

    (a) For
      the
      purposes of this Agreement, the following terms shall have the meanings set
      forth below:

     

    (i) “ERISA”
      means the Employee Retirement Income Security Act of 1974, as
      amended.

     

    (ii) “Employee
      Benefit Plan” means any employee benefit plan, program, policy, practices, or
      other arrangement providing benefits to any current or former employee, officer
      or director of the Companies or any beneficiary or dependent thereof that is
      sponsored or maintained by the Companies or to which the Companies contribute
      or
      are obligated to contribute, whether or not written, including any employee
      welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee
      pension benefit plan within the meaning of Section 3(2) of ERISA (whether or
      not
      such plan is subject to ERISA) and any bonus, incentive, deferred compensation,
      vacation, stock purchase, stock option, severance, employment, change of control
      or fringe benefit plan, program or agreement.

     

    (b) Section
      2.26(b) of the Disclosure Schedule contains a complete list of all Employee
      Benefit Plans.

     

    (c) With
      respect to each Employee Benefit Plan, the Companies have delivered to Purchaser
      a true, correct and complete copy of (i) each writing, if any, constituting
      a
      part of such Employee Benefit Plan, including all plan documents, trust
      agreements, insurance contracts and other funding vehicles; and (ii) the current
      summary plan description and any material modifications thereto, if any (in
      each
      case, whether or not required to be furnished under ERISA).

     

    (d) Section
      2.26(d) of the Disclosure Schedule identifies each Employee Benefit Plan that
      is
      intended to be a “qualified plan” within the meaning of Section 401(a) of the
      Code (“Qualified Plans”) and each Qualified Plan and its related trust is
“qualified” within the meaning of Section 401(a) of the Code. No events have
      occurred that could adversely affect the qualified status of any Qualified
      Plan
      or the related trust. 

     

    (e) All
      contributions required to be made to any Employee Benefit Plan by applicable
      law
      or regulation or by any plan document or other contractual undertaking, and
      all
      premiums due or payable with respect to insurance policies funding any Employee
      Benefit Plan, for any period through the date hereof, either (i) have been
      timely made or paid in full or (ii) to the extent not required to be made or
      paid on or before the date hereof, shall be disclosed to Purchaser as soon
      as
      practicable following the date hereof with the understanding that such amounts
      shall be reflected on the Opening Balance Sheet.

     

    
      
        
        

      

      
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    (f) With
      respect to each Employee Benefit Plan, the Companies have complied, and is
      now
      in compliance, in all material respects with all provisions of ERISA, the Code
      and all laws and regulations applicable to such Employee Benefit Plans and
      each
      Employee Benefit Plan has been administered in all material respects in
      accordance with its terms. 

     

    (g) Neither
      of the Companies nor any other person, including any fiduciary, has engaged
      in
      any “prohibited transaction” (as defined in Section 4975 of the Code or Section
      406 of ERISA), which could subject any of the Employee Benefit Plans or their
      related trusts, the Companies or any person that the Companies have an
      obligation to indemnify, to any tax or penalty imposed under Section 4975 of
      the
      Code or Section 502 of ERISA.

     

    (h) For
      purposes of this Section 2.26, the term “employee” shall be considered to
      include individuals rendering personal services to the Companies as independent
      contractors.

     

    2.27 Brokers
      and Finders.
      None of
      the Shareholders, the Companies, their officers, directors or employees has
      employed any broker or finder or incurred any liability for any investment
      banking fees, brokerage fees, commissions or finders’ fees in connection with
      the transactions contemplated by this Agreement.

     

    2.28 Personnel.

     

    (a) Section
      2.28(a) of the Disclosure Schedule sets forth a true and complete list of (i)
      the names and current salaries of all directors, officers and employees of
      the
      Companies (the “Company Employees”) and the family relationships, if any, among
      such persons, and (ii) a statement as to whether, on the date hereof, any such
      employee is absent from employment due to illness, vacation, disability,
      military service, or other authorized absence (each, an “Inactive
      Employee”).

     

    (b) Section
      2.28(b) of the Disclosure Schedule sets forth a summary of the Companies’
policies concerning pay raises for officers and other employees of the
      Companies.

     

    2.29 Insider
      Interests.
      Except
      as set forth in Section 2.29 of the Disclosure Schedule, no shareholder,
      officer, director or employee of either of the Companies has any interest in
      any
      property, real or personal, tangible or intangible, including Intellectual
      Property, used in or pertaining to the business of the Companies.

     

    2.30
      CPO’s
      and other Contracts.
      All
      Customer Purchase Orders and other contracts for the sale of goods and services
      reflected in the Schedule of Backlog of the Companies (as attached to this
      Agreement as Schedule 2.31) are valid and will upon performance by the Companies
      of these contracts and Customer Purchase Orders entitle the Companies to receive
      the payments contemplated therein.

     

    
      
        
        

      

      
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    2.31 Disclosure.
      No
      representation or warranty made by the Companies or the Shareholders in this
      Agreement and no statement contained in any document (including the Disclosure
      Schedule) or certificate furnished or to be furnished by the Companies or the
      Shareholders to Purchaser or any of its representatives pursuant to the
      provisions hereof or in connection with the transactions contemplated hereby,
      contains or will contain any untrue statement of a material fact or omits or
      will omit to state a material fact necessary in order to make not misleading
      in
      any respect, in light of the circumstances under which it was made, any such
      representation, warranty, statement or certificate.

     

    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

     

    Purchaser
      hereby represents to the Companies and the Shareholders as follows:

     

    3.1 Corporate
      Organization.
      Purchaser is an corporation duly organized, validly existing and in good
      standing under the laws of the State of Delaware.

     

    3.2 Authorization.
      Purchaser has the requisite corporate power and authority to enter into this
      Agreement and to consummate the transactions contemplated hereby. The execution,
      delivery and performance of this Agreement and the consummation of the
      transactions contemplated hereby have been duly authorized by an officer of
      Purchaser, and no additional proceedings (corporate or otherwise) on the part
      of
      Purchaser, its boards of directors, stockholders or any other person are
      necessary to authorize the execution, delivery and performance of this Agreement
      and the consummation of the transactions contemplated hereby. This Agreement
      has
      been duly executed and delivered and constitutes the valid and binding
      obligation of Purchaser, enforceable against Purchaser in accordance with its
      terms.

     

    3.3 Noncontravention;
      Consents; Filings.
      The
      execution, delivery and performance of this Agreement by Purchaser and the
      consummation by Purchaser of the transactions contemplated hereby and compliance
      by Purchaser with any of the provisions hereof do not and will not (a) conflict
      with or violate any provision of the certificate of incorporation or bylaws
      of
      Purchaser (true and complete copies of which certificate of incorporation and
      bylaws of Purchaser, as in effect as of the date hereof, have previously been
      delivered by Purchaser to the Companies), (b) require any filing with, or
      permit, authorization, consent or approval of, any Governmental Entity, or
      (c)
      conflict with or violate any order, writ, injunction, decree, statute, rule
      or
      regulation applicable to, binding upon or enforceable against Purchaser or
      any
      of its properties or assets, except, in the case of clause (c), for such
      conflicts or violations which would not impair the ability of Purchaser and
      Parent to consummate the transactions contemplated hereby.

     

    3.4 Brokers
      and Finders.
      None of
      Purchaser, its officers, directors, employees or affiliates has employed any
      broker or finder or incurred any liability for any investment banking fees,
      brokerage fees, commissions or finders’ fees in connection with the transactions
      contemplated by this Agreement.

     

    
      
        
        

      

      
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    ARTICLE
      IV

     

    ADDITIONAL
      AGREEMENTS

     

    4.1 Further
      Assurances.
      Subject
      to the terms and conditions of this Agreement, Purchaser, the Companies, and
      the
      Shareholders shall (and the Shareholders shall cause the Companies to) use
      all
      reasonable efforts (but without incurring any additional material financial
      obligation) to take, or cause to be taken, all actions and to do, or cause
      to be
      done, all things necessary, proper or advisable to consummate and make effective
      the transactions contemplated by this Agreement. From time to time after the
      date hereof, and at the request of any party hereto and without further
      consideration, any other party shall execute and deliver to the requesting
      party
      such documents, which shall contain reasonable representations and warranties
      regarding the authority of such persons to execute, deliver and perform such
      documents and the enforceability thereof, and take such other action (but
      without incurring any additional material financial obligation) as the
      requesting party may reasonably request in order to consummate more effectively
      the transactions contemplated hereby.

     

    4.2 Public
      Announcements.
      No
      party to this Agreement other than Purchaser shall make or cause to be made
      any
      press release or public announcement or otherwise communicate with any news
      media concerning this Agreement or the transactions contemplated hereby, except
      as may be required by law.

     

    4.3 Tax
      Returns.
      The
      parties shall cooperate in all reasonable respects with each other to permit
      the
      parties, in accordance with applicable law, to promptly prepare and file, on
      or
      before the due date or any extension thereof, all federal, state and local
      Returns relating to the Companies, the Shareholders and the General Partners
      required to be filed by such parties, and the parties shall cooperate with
      respect to all tax matters, including any federal or state tax
      audit.

     

    4.4 Definitions
      Related to Knowledge.
      For the
      purposes of this Agreement, the following terms shall have the meanings ascribed
      to them below:

     

    (a) “Best
      Knowledge” shall mean (i) with respect to any individual, the knowledge of such
      individual after a reasonable investigation, and (ii) with respect to the
      Companies, the collective Best Knowledge of Jim Labenz and Jeff
      Reis.

     

    (b) “Actual
      Knowledge” shall mean (i) with respect to an individual, the actual knowledge of
      such individual, (ii) with respect to the Companies, the collective Actual
      Knowledge of Jim Labenz and Jeff Reis.

     

    4.5 Employee
      Matters.

     

    (a) Effective
      as of and contingent upon the consummation of the transactions contemplated
      by
      this Agreement, Purchaser shall offer employment, commencing as of the date
      hereof, to all Employees of the Companies (i) at comparable levels of wages
      and/or salary as provided by the Companies, (ii) to the extent practicable
      under
      the circumstances, in comparable positions, immediately prior to the date
      hereof, and (iii) with employee benefits that are at least as favorable in
      the
      aggregate as those provided under the Employee Benefit Plans of the Companies
      set forth in Section 2.26(b) of the Disclosure Schedule. Each
      such
      Employee of the Companies who accepts Purchaser’s offer of employment and who
      becomes an employee of Purchaser effective as of the date hereof is hereinafter
      referred to as a “Transferred Employee,” and the
“Hire
      Date” for a Transferred Employee shall mean the date hereof, provided that, in
      the case of an Inactive Employee, he or she actually returns to active service
      with Purchaser.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    (b) Effective
      as of the Hire Date, Purchaser shall assume the liability of the Companies
      in
      respect of the Transferred Employees for accrued and unpaid salaries, wages
      and
      vacation and sick pay, but only to the extent such liability is reflected on
      the
      Opening Balance Sheet. The Companies shall remain responsible for payment of
      any
      and all retention, change in control or other similar compensation or benefits
      which are or may become payable to Employees
      of the Companies in
      connection with the consummation of the transactions contemplated by this
      Agreement.

     

    (c) The
      Companies shall remain solely responsible for any and all liabilities relating
      to or arising out of the following: (i) any pay, benefits, damages or other
      claims to, by or on behalf of Employees of the Companies who are not Transferred
      Employees, including compensation or benefits or otherwise arising out of
      employment or the termination of employment, and whether incurred on or before
      the date hereof, and (ii) any benefits, damages or other claims to, by or on
      behalf of any Transferred Employee, including compensation or benefits or other
      liabilities or costs arising out of employment or the termination of employment,
      on or before the Hire Date.

     

    (d) Purchaser
      shall be responsible for (i) claims for workers compensation and welfare
      benefits (as described in Section 3(1) of ERISA (whether or not covered by
      ERISA, but excluding severance pay)) (“Welfare Benefits”) that are incurred on
      or prior to the Hire Date by the Employees of the Companies, and (ii) claims
      relating to continuation of health coverage required pursuant to Section 4980B
      of the Code or Part 6 of Subtitle B of Title I of ERISA (“COBRA Coverage”)
      attributable to “qualifying events” occurring prior to the Hire Date with
      respect to any Employees of the Companies, any former employees of the Companies
      and any beneficiaries and dependents of any of the Employees of the Companies
      or
      such former employees, to the extent that such liabilities are reflected on
      the
      Opening Balance Sheet. Purchaser shall be solely responsible for (i) any
      benefits, damages or other claims to, by or on behalf of any Transferred
      Employee, including involving compensation or benefits or otherwise, arising
      out
      of employment or the termination of employment after the Hire Date, and (ii)
      COBRA Coverage attributable to “qualifying events” occurring on or after the
      applicable Hire Date with respect to Transferred Employees and their
      beneficiaries and dependents. 

     

    (e) For
      purposes of vesting of benefits under the employee benefit plans of Purchaser
      and its affiliates providing benefits after a Transferred Employee’s Hire Date,
      such Transferred Employee shall be credited with his or her years of service
      with the Companies before such Hire Date, to the same extent as such Transferred
      Employee was entitled, before such Hire Date, to vesting credit for such service
      under any similar Employee Benefit Plans to the extent permitted by Purchasers
      benefit providers. In addition, and without limiting the generality of the
      foregoing, (i) unless a waiting period is required by Purchaser’s benefit
      providers, each Transferred Employee shall be immediately eligible to
      participate, in any and all employee benefit plans sponsored by Purchaser and
      its affiliates for the benefit of Transferred Employees (such plans,
      collectively, the “New Plans”) to the extent coverage under such New Plan
      replaces coverage under a comparable Employee Benefit Plan in which such
      Transferred Employee participated immediately before such Hire Date (such plans,
      collectively, the “Old Plans”), and (ii) for purposes of each New Plan providing
      medical, dental, pharmaceutical or vision benefits to any Transferred Employee,
      Purchaser shall cause all pre-existing condition exclusions and actively-at-work
      requirements of such New Plan to be waived for such Transferred Employee and
      his
      or her covered dependents, but only to the extent permitted by applicable law
      and Purchaser’s benefit providers, and Purchaser shall cause any eligible
      expenses incurred by such Transferred Employee and his or her covered dependents
      during the portion of the plan year of the Old Plan ending on the date such
      Transferred Employee’s participation in the corresponding New Plan begins to be
      taken into account under such New Plan for purposes of satisfying all maximum
      deductible, coinsurance and out-of-pocket requirements applicable to such
      employee and his or her covered dependents for the applicable plan year as
      if
      such amounts had been paid in accordance with such New Plan to the extent
      permitted by Purchaser’s benefit providers. 

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    (f) Purchaser,
      the Companies and the Shareholders agree to furnish each other with such
      information concerning Employees of the Companies and the Employee Benefit
      Plans
      and to take all such other reasonable action, as is necessary and appropriate
      to
      effect the transactions contemplated by this Section 4.6, in each case, to
      the
      extent permitted under applicable law.

     

    ARTICLE
      V

     

    INDEMNIFICATION

     

    5.1 Survival
      of Representations and Warranties.
      Unless
      otherwise specifically provided herein, all representations, warranties,
      covenants and agreements of the Companies, the Shareholders and the General
      Partners contained in this Agreement shall survive until the third anniversary
      of the date hereof, except that all such representations and warranties of
      the
      Companies and the Shareholders set forth in Sections 2.10(c), 2.10(i), 2.18,
      2.19(a)(ii), 2.19(b)(iii), 2.19(b)(iv), 2.26, 2.28 and, to the extent related
      to
      any of the foregoing, 2.30, shall survive until the end of the period of any
      applicable statutes of limitations, as the same may be extended by agreement
      with any Governmental Entity. All representations, warranties, covenants and
      agreements of the Purchaser hereunder shall survive until the end of the period
      of any applicable statute of limitations.

     

    5.2 Indemnification
      by the Companies, Shareholders and the General Partners.
      After
      the execution and delivery of this Agreement, each of the Companies, the
      Shareholders and the General Partners, jointly and severally, agrees to
      indemnify and hold harmless Purchaser and its subsidiaries
      and affiliates and their respective officers, directors, employees and agents
      (collectively, “Purchaser’s Indemnified Persons”), against and in respect of any
      payments, demands, claims, suits, judgments, liabilities, losses, costs, damages
      or expenses (including reasonable expenses of investigations and reasonable
      attorneys’ or consultants’ fees) (“Damages”) incurred or sustained by any of
      Purchaser’s Indemnified Persons (a) as a result of any breach by the Companies
      or the Shareholders of the representations, warranties, covenants or agreements
      made by the Companies or the Shareholders contained herein (but not including
      the representations and warranties in Section 2.18 hereof, which are governed
      by
      Section 5.6 hereof), reading such representations and warranties without regard
      to any qualifications as to materiality or Material Adverse Effect, or (b)
      related to, arising from or in connection with any the Companies Retained
      Liability.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    5.3 Limitations
      on Indemnity.

     

    (a) With
      respect to claims for indemnification under clause (a) of Section 5.2, none
      of
      Purchaser’s Indemnified Persons shall be entitled to make any claim for
      indemnification for any breach of representation or warranty after the date
      on
      which the same ceases to survive pursuant to Section 5.1 hereof, provided,
      however, that if prior to such date the Companies or Shareholders shall have
      received written notification of a claim for indemnity from any of Purchaser’s
      Indemnified Persons, which notice shall specify in reasonable detail the facts
      and circumstances which form the basis for such claim, then such claim, if
      diligently pursued, shall continue as a basis for indemnity until it is finally
      resolved.

     

    (b) With
      respect to claims for indemnification under clause (b) of Section 5.2, any
      of
      Purchaser’s Indemnified Persons shall be entitled at any time to make any claim
      for indemnification thereunder, and the obligations of the Companies and the
      Shareholders under clause (b) of Section 5.2 shall be perpetual.

     

    (c) Notwithstanding
      anything to the contrary in this Agreement, the Companies and the Shareholders
      shall not be liable in indemnity pursuant to clause (a) of Section 5.2 unless
      and until the aggregate Damages that Purchaser would otherwise be entitled
      to
      claim pursuant to such clause exceeds $25,000 and then only to the extent that
      such Damages exceed such amount.

     

    (d) Notwithstanding
      anything to the contrary in this Agreement, (i) the Companies and the
      Shareholders shall not in the aggregate be liable in indemnity pursuant clause
      (a) of Section 5.2 for more than the aggregate amount of all payments received
      by the Companies, the Shareholders and/or the General Partners pursuant to
      this
      Agreement.

     

    5.4 Indemnification
      by Purchaser.

     

    (a) After
      the
      execution and delivery of this Agreement, Purchaser agrees to indemnify and
      hold
      harmless the Shareholders, the General Partners, the Companies and their
      subsidiaries, affiliates, and all such person’s respective officers, directors,
      employees and agents (collectively, the “Companies’ Indemnified Persons”),
      against and in respect of any Damages incurred or sustained by any of them
      (i)
      as a result of any breach by Purchaser of the representations, warranties,
      covenants or agreements made by Purchaser contained herein, or (ii) related
      to,
      arising from or in connection with any the Companies Assumed
      Liability.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    (b) With
      respect to claims for indemnification under clause (i) of Section 5.4(a) of
      this
      Agreement, none of the Companies’ Indemnified Persons shall be entitled to make
      any such claim for indemnification for any breach of representation or warranty
      after the date on which the same ceases to survive pursuant to Section 5.1
      hereof, provided, however, that if prior to such date Purchaser shall have
      received written notification of a claim for indemnity from the Companies’
Indemnified Person, which notice shall specify in reasonable detail the facts
      and circumstances which form the basis for such claim, then such claim, if
      diligently pursued, shall continue as a basis for indemnity until it is finally
      resolved.

     

    (c) With
      respect to claims for indemnification under clause (ii) of Section 5.4(a) of
      this Agreement, any of the Companies’ Indemnified Persons shall be entitled at
      any time to make any claim for indemnification thereunder, and the obligations
      of Purchaser thereunder shall be perpetual.

     

    5.5 Indemnification
      Procedures.

     

    (a) An
      indemnified party under Section 5.2 or Section 5.4 or any successor thereto
      or
      permitted assignee thereof (an “Indemnified Party”) shall give prompt written
      notice to a party obligated under Section 5.2 or Section 5.4 to provide
      indemnification (an “Indemnifying Party”) of any Damages in respect of which
      such Indemnifying Party has a duty to provide indemnity to such Indemnified
      Party under Section 5.2 or Section 5.4, except that any delay or failure so
      to
      notify the Indemnifying Party shall relieve the Indemnifying Party of its
      obligations hereunder only to the extent the Indemnifying Party is actually
      and
      materially prejudiced by reason of such delay or failure.

     

    (b) If
      a
      third party asserts a claim against any Indemnified Party for Damages (a “Third
      Party Claim”), the Indemnifying Party shall assume the defense thereof,
      including the employment of counsel reasonably satisfactory to the Indemnified
      Party and the payment of all expenses. The Indemnified Party shall have the
      right to employ separate counsel in such Third Party Claim and participate
      in
      the defense thereof, but the fees and expenses of such counsel shall be at
      the
      expense of the Indemnified Party unless there are actual or potential conflicts
      of interest between the Indemnified Party and the Indemnifying Party or if
      there
      are defenses available to the Indemnified Party which are not available to
      the
      Indemnifying Party, in which case the fees and expenses of such counsel shall
      be
      paid by the Indemnifying Party, provided, however, that the
      Indemnifying Party
      shall be responsible for the fees and expenses of only one such counsel in
      respect of a Third Party Claim for all Indemnified Parties. In the event that
      the Indemnifying Party fails to assume the defense thereof within a reasonable
      time under the circumstances after notice of any Third Party Claim, the
      Indemnified Party shall have the right to undertake the defense, compromise
      or
      settlement of such Third Party Claim for the account of the Indemnifying Party,
      subject to the right of the Indemnifying Party to assume the defense of such
      Third Party Claim with counsel reasonably satisfactory to the Indemnified Party
      at any time prior to the settlement, compromise or final determination thereof.
      Anything in this Section 5.5(b) to the contrary notwithstanding, the
      Indemnifying Party shall not, without the Indemnified Party’s prior written
      consent, such consent not to be unreasonably withheld, settle or compromise
      any
      Third Party Claim or consent to the entry of any judgment with respect to any
      Third Party Claim except that, the Indemnifying Party may, without the
      Indemnified Party’s prior written consent, settle or compromise any such Third
      Party Claim or consent to entry of any judgment with respect to any Third Party
      Claim which requires solely that monetary damages be paid by the Indemnifying
      Party and which includes as an unconditional term thereof the release by the
      claimant or the plaintiff of the Indemnified Party from all liability in respect
      of such Third Party Claim. In the event that the Indemnifying Party shall have
      assumed the defense of any Third Party Claim, the Indemnified Party shall not,
      without the Indemnifying Party’s prior written consent, such consent not to be
      unreasonably withheld, settle or compromise any such Third Party
      Claim.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    (c) With
      respect to any claim for Damages other than a Third Party Claim, the
      Indemnifying Party shall have thirty days from receipt of notice from the
      Indemnified Party of such claim within which to respond thereto. If the
      Indemnifying Party does not respond within such thirty-day period, the
      Indemnifying Party shall be deemed to have accepted responsibility to make
      payment and shall have no further right to contest the validity of such claim.
      If the Indemnifying Party notifies the Indemnified Party within such thirty-day
      period that it rejects such claim in whole or in part, the Indemnified Party
      shall be free to pursue such remedies as may be available to the Indemnified
      Party under applicable law.

     

    (d) Any
      Indemnified Party shall, upon receipt of a written request therefor from the
      Indemnifying Party, provide the Indemnifying Party with reasonable access to
      books and records within the control of the Indemnified Party as the
      Indemnifying Party shall reasonably request (i) in order to defend a Third
      Party
      Claim as to which indemnification is being sought and as to which the
      Indemnifying Party has assumed the defense, or (ii) with respect to any claim
      by
      an Indemnified Party as to which indemnification is sought.

     

    5.6 Tax
      Indemnification and Other Tax Matters.

     

    (a) Notwithstanding
      anything to the contrary in this Agreement, neither the Companies nor the
      Shareholders shall be liable to any of Purchaser’s Indemnified Persons pursuant
      to Section 5.2 for any Taxes or for any liability incurred in connection with
      or
      imposed by any Taxing Authority, including any interest, penalties, fines,
      or
      additions to Tax, and such liability shall instead be governed exclusively
      by
      this Section 5.6. In the event and to the extent that there shall be a conflict
      between the provisions of Section 5.2, Section 5.3, Section 5.4 or Section
      5.5,
      and the provisions of Section 5.6, this Section 5.6 shall control.

     

    (b) The
      Companies and the Shareholders (collectively, the “Tax Indemnifying Parties”),
      covenants and agrees to indemnify and hold harmless Purchaser’s Indemnified
      Persons, from and against (i) all Taxes of the Companies attributable to periods
      or portions thereof ending on or before the execution and delivery of this
      Agreement (including any Taxes arising under Section 1374 of the Code or under
      similar provisions of state or local laws as a result of the transactions
      contemplated by this Agreement); (ii) all Taxes arising as a result of any
      adjustment by a Taxing Authority to the consequences of any payments made by
      the
      Companies to any of its employees during the previous three years of the date
      of
      this Agreement or any payments by the Companies to any of its employees pursuant
      to this Agreement; and (iii) reasonable costs and expenses (including reasonable
      attorneys’ fees and expenses) incurred by Purchaser’s Indemnified Persons with
      respect to the imposition of such Taxes.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    (c) (i)
       Notwithstanding
      anything in this Agreement to the contrary, if a written notice of deficiency,
      proposed adjustment, assessment, audit, examination, or other claim with respect
      to the Companies shall be delivered or sent to Purchaser, the Companies or
      the
      Shareholders, or a suit or dispute commenced or initiated against Purchaser,
      the
      Companies or the Shareholders by any Taxing Authority with respect to which
      any
      of Purchaser’s Indemnified Persons is entitled to indemnification from the Tax
      Indemnifying Parties pursuant to Section 5.6(b) (a “Taxing Authority Claim”),
      the person receiving such notice or named in such suit or dispute shall promptly
      notify the Tax Indemnifying Parties in writing of the Taxing Authority Claim,
      which notice shall apprise the Tax Indemnifying Parties in reasonable detail
      of
      the nature of the Taxing Authority Claim, and shall furnish a copy thereof
      to
      Purchaser and the Companies.

     

    (ii) The
      Tax
      Indemnifying Parties shall (unless they provide notice to Purchaser that they
      elect otherwise, which notice shall be given within thirty days of the date
      upon
      which the Tax Indemnifying Parties receive notice of a Taxing Authority Claim),
      assume and control the defense of any Taxing Authority Claim involving any
      Taxable period for which a Return was legally required to be filed relating
      to
      periods or portions thereof ending on or before the date hereof, at their own
      cost and expense and with their own counsel. The Tax Indemnifying Parties shall
      keep Purchaser informed of all developments and events relating to such Taxing
      Authority Claim, and the Tax Indemnifying Parties shall not have the right
      to
      settle or compromise a Taxing Authority Claim in a manner that may adversely
      affect Purchaser’s Tax position for any Taxable Period without the prior written
      consent of Purchaser, which consent shall not be unreasonably withheld. If
      the
      Tax Indemnifying Parties shall not elect to assume and control the defense
      of
      such Taxing Authority Claim, Purchaser shall control the defense of such Taxing
      Authority Claim without adversely affecting its rights to indemnification
      hereunder.

     

    (iii) Purchaser
      shall control the defense of any Taxing Authority Claim for which the Tax
      Indemnifying Parties are not required to indemnify Purchaser’s Indemnified
      Persons pursuant to Section 5.6(b).

     

    (iv) With
      respect to the settlement, compromise or disposition of any Taxing Authority
      Claim which Purchaser exclusively controls pursuant to this Section 5.6(c)(iii),
      Purchaser shall provide the Tax Indemnifying Parties with a statement
      calculating the Tax Indemnifying Parties’ indemnification obligation pursuant to
      Section 5.6(b) prior to the proposed payment by Purchaser of such Taxing
      Authority Claim. In the event Purchaser and the Tax Indemnifying Parties cannot
      agree as to their respective amounts of liability, the Tax Indemnifying Parties
      shall be responsible for the amount they have in good faith determined to be
      their liability, which amount shall be finally determined in accordance with
      the
      dispute resolution method described in Section 5.6(c)(v).

     

    (v) Disputes
      relating to any amount to be paid pursuant to Section 5.6, and any other matters
      which any provision of Section 5.6 specifically provides are to be resolved
      pursuant to the method set forth in this Section 5.6(c)(v), shall be resolved
      by
      submission to an independent accounting firm mutually acceptable to Purchaser
      and the Tax Indemnifying Parties, which shall, within thirty days after such
      submission, make its determination which shall be binding, final and conclusive
      on the Tax Indemnifying Parties and Purchaser. Payment shall be made within
      ten
      days of the resolution of such dispute. The fees and disbursements incurred
      in
      resolving such dispute shall be borne equally by Purchaser and the Tax
      Indemnifying Parties.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    (d) The
      Tax
      Indemnifying Parties and Purchaser shall cooperate fully as and to the extent
      reasonably requested by the other such party in connection with the preparation
      and filing of any Return, and any claim, audit, litigation or other proceeding,
      with respect to Taxes of the Companies or Purchaser. The Shareholders shall
      retain and (upon Purchaser’s or the Tax Indemnifying Parties’ reasonable
      request) provide Purchaser with any copies (or originals if required) of records
      and information that are reasonably relevant to any Return, claim, audit,
      litigation or other proceeding with respect to any Tax liability of the
      Companies for any Taxable period for which a Return was legally required to
      be
      filed before the date hereof (taking into account filing extensions granted
      in
      response to timely and proper applications).

     

    (e) For
      the
      purposes of this Agreement, the following terms shall have the meanings set
      forth below:

     

    (i) “Tax”
      (and with correlative meaning, “Taxes” and “Taxable”) means any net income,
      gross income, sales and use, transfer, gains, excise, gross receipts, capital
      stock, production, disability, estimated, alternative or add-on, ad valorem,
      transfer, withholding, franchise, profits, license, payroll, employment, excise,
      severance, stamp, business and occupation, premium, real or personal property,
      land value increment, withholding, environmental, value-added or windfall profit
      tax, custom, duty or other tax, governmental fee or other like assessment or
      charge of any kind whatsoever imposed on the Companies or Purchaser by any
      U.S.
      federal, state, local or foreign governmental authority (a “Taxing Authority”)
      responsible for the imposition of any such Tax, together with any interest
      or
      any penalty, addition to Tax or additional amount imposed with respect to any
      of
      the foregoing Taxes incurred in connection with the determination, settlement
      or
      litigation of any tax liability.

     

    (ii) “Return”
      means any tax return, statement, report or form (including estimated tax returns
      and reports and information returns and reports) required to be filed with
      any
      Taxing Authority with respect to Taxes.

     

    5.7 Confidentiality.
      The
      parties hereto agree to cooperate in such a manner as to preserve in full the
      confidentiality of all confidential business records and attorney-client
      privilege and work-product immunity. In connection therewith, each party hereto
      agrees that

     

    (a) it
      will
      use all reasonable efforts, in any action, suit or proceeding in which it has
      assumed or participated in the defense, to avoid production of confidential
      business records; and

     

    (b) all
      communication between any party hereto and counsel responsible for, or
      participating in, the defense of any action, suit or proceeding shall, to the
      extent possible, be made so as to preserve any applicable attorney-client
      privilege or work-product
      immunity.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    5.8 Right
      of Setoff.
      Notwithstanding any other provision of this Agreement, Purchaser shall be
      entitled to deduct from any payments owed to the Companies or the Shareholders
      pursuant to this Agreement or otherwise the amount of any Damages incurred
      or
      sustained by any of Purchaser’s Indemnified Persons for which indemnification is
      available pursuant to this Article V.

     

    5.9 Remedies
      Cumulative.
      Except
      as otherwise expressly provided herein, the remedies provided herein shall
      be
      cumulative and shall not preclude the assertion by any party hereto of any
      other
      rights or the seeking of any other remedies against any other party
      hereto.

     

    ARTICLE
      VII

    


    GENERAL
      PROVISIONS

     

    6.1 Amendment
      and Waiver.
      No
      amendment of any provision of this Agreement shall in any event be effective
      unless the same shall be in writing and signed by all of the parties hereto.
      Any
      failure of any party to comply with any obligation, agreement or condition
      hereunder may only be waived in writing by the other parties, but such waiver
      shall not operate as a waiver of, or estoppel with respect to, any subsequent
      or
      other failure. No failure by any party to take any action with respect to any
      breach of this Agreement or default by any other party shall constitute a waiver
      of such party’s right to enforce any provision hereof or to take any such
      action.

     

    6.2 Notices.
      All
      notices, requests and other communications hereunder shall be (i) in writing,
      (ii) delivered personally, telecopied (if confirmed), delivered by a nationally
      recognized overnight courier service (with proof of delivery), or mailed by
      registered or certified mail (postage prepaid, return receipt requested), and
      (iii) deemed given (A) upon receipt if personally delivered or telecopied (if
      confirmed), (B) on the date delivered by a nationally recognized courier service
      as set forth on its record of delivery, or (C) on the fifth day after the date
      set forth on the receipt of certified or registered mailing, and (iv) addressed
      to the parties at the following addresses (or at such other address for a party
      as shall be specified by like notice):

     

    (a) If
      to the
      Companies or Shareholders,

     

    J&J
      Leasing Partnership 

    P.O.
      Box
      120308

    Arlington,
      Texas 76012

    Facsimile:
      [____________]


     

    With
      a
      copy to,

     

    Michael
      Myers

    Myers
      Wilson P.C.

    16660
      Dallas Parkway, Suite 2500

    Dallas,
      Texas 75248

    Facsimile:
      972-248-8088

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

    


    (b) If
      to
      Purchaser,

     

    Richard
      Berliner

    Chief
      Executive Officer

    BCI
      Communications

    97
      Linden
      Avenue

    Elmwood,
      New Jersey 07407

    Facsimile:
      201-794-8974

     

    With
      a
      copy to,

     

    Anslow
      & Jaclin

    195
      Route
      9 South, Ste. 204

    Manalapan,
      New Jersey, 07726

    Facsimile:
      732 577-1188


     

    Nick
      Day

    General
      Counsel

    BCI
      Communications, Inc.

    97
      Linden
      Avenue

    Elmwood,
      New Jersey 07407

    Facsimile:
      201-794-8974


     

    6.3 Entire
      Agreement; Assignment; Governing Law.
      

     

    (a) This
      Agreement constitutes the entire agreement, and supersedes all other agreements
      and understandings, both written and oral, between the parties with respect
      to
      the subject matter hereof.

     

    (b) This
      Agreement shall not be assigned by any party (by operation of law or otherwise)
      without the prior written consent of the other parties, except that (i)
      Purchaser may assign this Agreement to any affiliate of Purchaser without the
      consent of any other party, and (ii) Purchaser may assign this Agreement to
      any
      other person, provided, however, that, in either case, Purchaser shall each
      remain fully liable for the performance of all its obligations
      hereunder.

     

    (c) This
      Agreement shall be governed by and be construed in accordance with the laws
      of
      the State of New Jersey, without giving effect to the principles of conflicts
      of
      laws thereof.

     

    6.4 Equitable
      Remedies.
      Each of
      the parties hereby acknowledges and agrees that monetary damages would not
      be a
      sufficient remedy for, and other parties would be irreparably harmed by, any
      breach by it of this Agreement and that each party shall be entitled to specific
      performance and injunctive relief, without payment of bond or security, as
      remedies for any such breach. Such remedies shall not be deemed to be the
      exclusive remedies for a breach of this Agreement by a party but shall be in
      addition to all other remedies available to the non-breaching parties at law
      or
      in equity.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    6.5 Parties
      in Interest.
      This
      Agreement shall be binding upon and inure solely to the benefit of each party
      hereto and, subject to Section 6.3(b) hereof, their respective successors
      (including executors and administrators) and assigns, and nothing in this
      Agreement, express or implied, is intended to confer upon any other person
      any
      rights or remedies of any nature whatsoever under or by reason of this
      Agreement.

     

    6.6 Descriptive
      Headings.
      The
      section and other headings contained in this Agreement and the Disclosure
      Schedule are for reference purposes only and shall not affect in any way the
      meaning or interpretation of this Agreement or the Disclosure
      Schedule.

     

    6.7 Interpretation.

     

    (a) As
      used
      in this Agreement, unless expressly stated otherwise, (i) the word “or” is used
      disjunctively and not exclusively; (ii) the word “including” is used without
      limitation; and (iii) words of grammatical gender are used gender
      neutrally.

     

    (b) Ambiguities
      in this Agreement shall be interpreted in the light of the intentions of the
      parties at the time this Agreement was made and shall not be interpreted for
      or
      against any party on the basis that such party was responsible or primarily
      responsible for the drafting of this Agreement.

     

    6.8 Transaction
      Costs.
      Except
      as otherwise expressly provided herein, all costs, fees and expenses incurred
      by
      the parties in connection with this Agreement, the transactions contemplated
      by
      this Agreement or the negotiations preceding this Agreement (including fees
      and
      disbursements of counsel, brokers, finders, investment bankers, accountants,
      financial advisors or other professionals) shall be borne by the party incurring
      them.

     

    6.9 Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, void or unenforceable, the remainder
      of
      the terms, provisions, covenants and restrictions of this Agreement shall remain
      in full force and effect and shall in no way be affected, impaired or
      invalidated.

     

    6.10 Consent
      to Exclusive Jurisdiction and Service of Process.
      Any
      legal action or proceeding arising out of or relating to this Agreement shall
      be
      brought solely in the federal or state courts located in Bergen County in the
      State of New Jersey. The parties hereby accept for themselves and in respect
      of
      their property, generally and unconditionally, the exclusive jurisdiction of
      the
      aforesaid courts. The parties irrevocably waive any objection or defense which
      they may now or hereafter have to the bringing of any such action or proceeding
      in any of the aforesaid courts, including, without limitation, any objection
      or
      defense based upon lack of personal jurisdiction, improper venue, the doctrine
      of forum non conveniens, or 28 U.S.C. § 1404, and the parties agree not to
      seek the dismissal or transfer of any action or proceeding brought in any of
      the
      aforesaid courts upon any of such grounds. Each of the parties further
      irrevocably consents to the service of process out of any of the aforementioned
      courts in any such action or proceeding by the mailing of copies thereof by
      registered mail, postage prepaid, to the party at the address specified in
      this
      Agreement in Section 6.2, such service to become effective fifteen days after
      such mailing. Nothing herein shall in any way be deemed to limit the ability
      of
      any party hereto to serve any such legal process, summons, pleading or other
      court paper in any other manner permitted by applicable law.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    6.11 Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      agreement.

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed, or caused their respective
      officers thereunto duly authorized to execute, this Agreement as of the date
      first written above.

     

    
      	 	 	 
	 	
              DIGITAL
                SERVICES COMMUNICATIONS,
                INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
	 	Title:


    

     

    
      	
            	 	 
	 	
              J&J
                LEASING PARTNERSHIP

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name: James
                Labenz

            
	 	
              Title: General
                Partner

            


    

     

    
      	
            	 	 
	 	
              And

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              
                Name: Jeffrey
                  Reis

              

            
	 	
              
                Title: General
                  Partner

              

            


    

     

    
      	
            	 	 
	
            	
            	
            
	 	
              

              
                Jim
                  Labenz

              

            
	 	
               

            


    

     

    
      	
            	 	 
	
            	
            	
            
	 	
              

              
                Jeff
                  Reis

              

            
	 


    

    
       

      
        	
              	 	 
	 	
                BCI
                  COMMUNICATIONS, INC.

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                
                  Name: Richard
                    Berliner 

                

              
	 	
                
                  Title: Chief
                    Executive Officer

                

              


      

    

    


    
      
        
        

      

      
        -30-