Exhibit 10.8





Exhibit 10.8








ENVIRONMENTAL CLEANUP

AND ESCROW AGREEMENT






             THIS ENVIRONMENTAL CLEANUP
AND ESCROW AGREEMENT (the “Agreement”) is made this 11th day of
November, 2003 (the “Effective Date”), by and among The Keller
Manufacturing Company, Inc. (the “Seller”), Structural Systems, Inc.
(“Structural Systems”), Sign of the Goldfish, LLC (the
“Purchaser”), Bank of America, N.A. (the “Bank”) and
Commercial Title Group, Inc. (the “Escrow Agent”).



RECITALS 



             A.       
          Seller owns certain real property located at 601 Germanna Highway, Culpeper,
          Virginia, consisting of approximately sixty (60) acres improved by a building
          containing approximately 140,000 square feet, formerly used by Seller to
          manufacture furniture (the “Property”).



             B.       
          Seller and Structural Systems are parties to a certain Contract for the Purchase
          and Sale of Real Estate dated April 16, 2003, as amended by an Amendment to
          Contract for Purchase of Real Estate dated August 14, 2003, a Second Amendment
          to Contract for Purchase and Sale of Real Estate dated October 13, 2003, a Third
          Amendment to Contract for Purchase and Sale of Real Estate dated October 15,
          2003, a Fourth Amendment to Contract for Purchase and Sale of Real Estate dated
          October 20, 2003, and a Fifth Amendment to Contract for Purchase and Sale of
          Real Estate dated October 31, 2003 (collectively, the “Contract”),
          pursuant to which Seller did agree to sell the Property to Structural Systems,
          and Structural Systems agreed to purchase the Property from Seller, subject to
          the terms and conditions contained in the Contract. Pursuant to an Assignment of
          Contract to be executed by Structural Systems in favor of the Purchaser prior to
          the settlement under the Contract, the rights and privileges of Structural
          Systems as the “Purchaser” under the Contract have been or will be
          assigned to the Purchaser.



             C.       
          The parties have discovered the presence of certain Materials of Environmental
          Concern on the Property, and in connection therewith, Seller, Purchaser and
          Structural Systems have also entered into a certain Agreement Regarding
          Environmental Matters dated as of the Effective Date (the “Environmental
          Matters Agreement”).



             D.       
          Hereinafter, any capitalized terms used herein which are not otherwise defined
          herein shall have the same meanings as set forth in the Environmental Matters
          Agreement.



             E.       
          Pursuant to the Environmental Matters Agreement, the Seller also agreed to
          contribute the sum of up to $100,000.00 (which amount shall hereinafter be
          referred to as the “Seller’s Portion of the Cleanup Costs”)
          toward the costs of cleaning, remedying and/or lawfully disposing of certain of
          the Materials of Environmental Concern identified in the Environmental Reports,
          the scope of which cleaning, remediation and/or disposal is set forth in that
          certain proposal prepared by Environmental Systems, Ltd, a copy of which is
          attached hereto as Exhibit A (the “Cleanup”). The Bank is making a
          loan in the amount of $2,100,000.00 to the Purchaser (the “Bank
          Loan”), for the purpose of financing the acquisition of the Property, with
          the Bank Loan being evidenced by a certain Promissory Note dated as of the
          Effective Date, by the Purchaser in favor of the Bank in the principal amount of
          $2,100,000.00 (the “Bank Note”). As a condition to making the Bank
          Loan, the Bank is requiring that the Seller’s Portion of the Cleanup Costs
          be placed in an escrow account which shall be subject to the terms of this
          Escrow Agreement.






             F.       
          The Escrow Agent has agreed to serve as the escrow agent hereunder for the
          purposes set forth herein.



              NOW, THEREFORE, THIS
AGREEMENT, WITNESSETH: That for and in consideration of the above recitals,
which by this reference are incorporated herein as an integral part of this
Agreement, and the mutual promises and undertakings of the parties contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as follows:




             1.       
          ESTABLISHMENT OF ESCROW FUNDS. Seller hereby agrees
          that the Seller’s Portion of the Cleanup Costs, in the amount of
          $100,000.00 cash, shall be deducted from the Seller’s net sales proceeds
          due and payable at final settlement under the Contract, and shall be placed in
          escrow with the Escrow Agent in accordance with this Agreement (hereinafter the
          Seller’s Portion of the Cleanup Costs, held in escrow, shall be referred to
          as the “Escrow Funds”).



             2.       
          CLEANUP AGREEMENT. Purchaser and Structural Systems do hereby
          jointly and severally agree to undertake the Cleanup. The Cleanup shall be
          commenced by the Purchaser and Structural Systems within thirty (30) days after
          the date of this Agreement and shall be completed by no later than one hundred
          eighty (180) days after the date of this Agreement (the “Completion
          Date”), time being of the essence (except that in the event the Cleanup is
          delayed due to stoppages caused by strikes, labor disputes, weather or acts of
          God, such Completion Date shall be extended by the number of days for which the
          Cleanup was delayed due to such circumstances). The Cleanup must be accomplished
          by Purchaser and Structural Systems in a good and workman-like manner with the
          use of competent licensed contractors and in compliance with all federal and
          applicable state and local Environmental Laws. The Escrow Funds shall act as
          collateral security for Purchaser’s and Structural System’s
          obligations to complete the Cleanup in accordance with the terms of this
          Agreement. Notwithstanding the foregoing, in the event that the total costs of
          the Cleanup exceed the amount of the Escrow Funds, the Purchaser and Structural
          Systems will be jointly and severally responsible and liable for paying such
          excess costs. Any violation of the terms of this paragraph 2 by the Purchaser
          and/or Structural Systems shall be deemed an Event of Default under the Bank
          Note and the other Loan Documents described in the Bank Note.



             3.       
          DISBURSEMENTS AND RELEASE OF ESCROW FUNDS.



             A.       
          Immediately following the final settlement under the Contract, the parties
          hereto shall instruct Commercial Title Group, Inc. (hereinafter the
          “Settlement Agent”), to deliver the Escrow Funds to the Escrow Agent,
          which Escrow Funds shall be placed in an interest-bearing, federally-insured
          bank account in the name of the Escrow Agent, with the designation as
          “Escrow Agent” (hereinafter referred to as the “Escrow
          Account”). All interest earned on the Escrow Funds shall become a part of
          the Escrow Funds. Seller shall furnish the Escrow Agent with its Federal tax
          identification number and such other information and/or certifications as may be
          required in connection with the establishment of the Escrow Account (including,
          without limitation, IRS Form W-9) and Seller shall report any interest earned on
          the Escrow Funds, if applicable, as income on Seller’s tax returns in the
          tax year in which such interest, if any, is received by Seller.







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             B.       
          The Escrow Funds shall be disbursed as follows:



     
                
        (i)       
          If Purchaser or Structural Systems completes the Cleanup on or before the
          Completion Date, the Purchaser or Structural Systems shall send to the Escrow
          Agent, the Bank and the Seller copies of all invoices for costs incurred by the
          Purchaser and/or Structural Systems in connection with the Cleanup together with
          a detailed written description by the Consultant of the work performed in
          accordance with Exhibit A hereto (including, without limitation, the PID
          readings and the results of any other sampling) and copies of disposal
          manifests. If the total costs of Cleanup incurred by the Purchaser and/or
          Structural Systems as evidenced by such invoices exceed the Seller’s
          Portion of the Cleanup Costs, then the entire amount of Escrow Funds shall be
          disbursed by the Escrow Agent to the Purchaser. If the total costs of Cleanup
          incurred by the Purchaser and/or Structural Systems as evidenced by such
          invoices is less than the Seller’s Portion of the Cleanup Costs, then the
          Escrow Agent shall (a) disburse to the Seller a portion of the Escrow Funds
          equal to the excess of the Seller’s Portion of the Cleanup Costs (plus the
          interest accrued on the Escrow Funds), over such total costs of Cleanup incurred
          by the Purchaser as evidenced by such invoices, and (b) disburse to the balance
          of the Escrow Funds to the Purchaser.



     
                
        (ii)       
          If the Purchaser or Structural Systems fails to complete the Cleanup in
          accordance with the terms of this Agreement on or before the Completion Date,
          then the Escrow Funds shall be disbursed as provided in paragraph C. below.



        For
purposes of this Agreement, the Cleanup shall be deemed completed when the Bank’s
inspector has examined the Property and the Cleanup and states in writing that such
Cleanup is complete, in accordance with Exhibit A hereto, to the Bank’s reasonable
satisfaction; provided however, that such inspection by the Bank’s inspector is for
the Bank’s benefit only, and shall not constitute a warranty or representation by the
Bank, its inspectors or any of its agents, representatives or designees to the Seller, the
Purchaser, Structural Systems or anyone else as to the adequacy or completeness of such
Cleanup, and neither the Bank nor its inspectors or its agents, representatives or
designees shall be liable or held responsible by any party for any statements made or
conclusions reached with respect to such inspections of the Property.



             C.       
          If Purchaser fails to complete the Cleanup in accordance with this Agreement on
          or before the Completion Date, then the Bank shall have the option, at
          Bank’s discretion, to exercise either of the following remedies:



     
                
        (i)       
          The Bank may complete the Cleanup or cause the Cleanup to be completed (with the
          use of competent licensed contractors, in compliance with all federal and
          applicable state and local Environmental Laws) not later than sixty (60) days
          following the Completion Date. The Bank shall send to the Escrow Agent and the
          Seller copies of all invoices for costs incurred by the Bank in connection with
          the Cleanup together with a detailed written description by the Consultant of
          the work performed in accordance with Exhibit A hereto (including, without
          limitation, the PID readings and the results of any other sampling) and copies
          of disposal manifests. Upon completion of the Cleanup, if Cleanup is completed
          within this sixty (60) day period as described in the preceding sentences, the
          Bank shall be reimbursed by the Escrow Agent from the Escrow Funds for all costs
          of such completion, as evidenced by written invoices from such contractors
          performing such work. Any balance of the Escrow Funds remaining in the Escrow
          Account after such reimbursement shall be paid over by the Escrow Agent unto the
          Seller. If Bank fails to complete the Cleanup in accordance with this Agreement
          on or before sixty (60) days following the Completion Date, the Escrow Agent
          shall release the Escrow Funds (including all interest accrued thereon) to the
          Seller.







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or, 



     
                
        (ii)       
          The Bank may direct the Escrow Agent to pay the Escrow Funds (including all
          interest) to the Seller.



             4.       
          RELIANCE AND SCOPE OF DUTIES.



     
        A.       
          The Escrow Agent shall act in reliance upon any writing, instrument, certificate
          or signature which, in good faith, it believes to be genuine, and shall assume
          the validity and accuracy of any statement or a section contained in such
          writing or instrument, and shall assume that any person purporting to give any
          writing, notice, advice or instruction in connection with the provisions hereof
          has been duly authorized to do so. The duties and responsibilities of the Escrow
          Agent hereunder shall be limited to the holding of the Escrow Funds and the
          disposition of same in accordance with the terms of this Agreement. The Escrow
          Agent undertakes to perform only the duties as are expressly set forth herein
          and no other duties or obligations shall be inferred, implied or read into this
          Agreement against the Escrow Agent.



             B.       
          The Escrow Agent shall not be liable for any mistakes of facts, or errors of
          judgment, or for any acts or omissions at any time unless caused by the gross
          negligence or willful malfeasance of the Escrow Agent with respect to the escrow
          established herein. If a dispute arises between the parties to the transaction
          as to the disposition of the Escrow Funds, the Escrow Agent holding the Escrow
          Funds shall: (a) hold the Escrow Funds until the Escrow Agent has releases
          signed by all parties to the transaction authorizing disposition of the Escrow
          Funds, or (b) hold the Escrow Funds until such time as one of the parties to the
          transaction files suit and the court in which this suit is filed orders the
          disbursement of the Escrow Funds, or (c) deliver such Escrow Funds into the
          court by filing a Bill of Interpleader. In the event of any litigation between
          any of the parties to this Agreement concerning the disposition of the Escrow
          Funds, Escrow Agent’s sole responsibility may be met, at Escrow
          Agent’s option, by delivering the Escrow Funds into the court in which such
          litigation is pending, and the parties hereto agree that upon deliverance of
          such Escrow Funds into court, no party hereto shall have any further right,
          claim, demand, or action against the Escrow Agent. In the event any dispute
          arises under this Agreement between any of the parties to this Agreement
          resulting in the Escrow Agent being made a party to any litigation, all of the
          parties hereto do hereby jointly and severally agree to indemnify the Escrow
          Agent for all costs, reasonable attorneys’ fees and legal expenses incurred
          by the Escrow Agent as a result thereof; provided that such litigation does not
          result in a judgment against the Escrow Agent for acting improperly under this
          Agreement.



     
        4.       EXPENSES
OF ESCROW AGENT. Purchaser and Structural Systems shall pay all fees and
expenses charged by the Escrow Agent in connection with the administration of
the Escrow Funds.








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             5.       
          NOTICES. All notices and other communications hereunder shall be in
          writing and shall be deemed duly given to Seller, Purchaser, or Structural
          Systems, respectively, if delivered to Seller, Purchaser or Structural Systems,
          as applicable, in accordance with the terms of the Environmental Matters
          Agreement, and shall be deemed duly given to Bank if delivered to 10 Light
          Street, 16th Floor, Baltimore, Maryland 21202, Attention Katherine Marcotte, and
          shall be deemed duly given to Escrow Agent if delivered to 8605 Westwood Center
          Drive, Suite 200 Vienna, VA 22182, Attention Barbara G. Blitz, in the manner for
          giving notices prescribed in the Environmental Matters Agreement.



             6.       
          MISCELLANEOUS.



             A.       
          Upon disposition of the Escrow Funds in the manner called for under this
          Agreement, the Escrow Agent shall be relieved from any further duties hereunder.



             B.       
          This Agreement may be executed in one or more counterparts, each of which shall
          be deemed an original, but all of which shall constitute one and the same
          instrument. This Agreement shall be binding upon the parties, their respective
          heirs, personal representatives, successors and assigns. This Agreement may be
          modified or amended only by the written consent of each of the parties.



             C.       
          In the event that any party hereto is required to retain the services of any
          attorney to enforce or otherwise litigate or defend any matter or claim arising
          out of or in connection with this Agreement, then the prevailing party shall be
          entitled to its reasonable legal fees from the non-prevailing party.
          Furthermore, in the event any party to this Agreement objects to the disposition
          of the Escrow Funds and subsequent thereto a court of competent jurisdiction
          finally determines that such party wrongfully objected to such disposition, then
          the objecting party shall pay the reasonable attorneys’ fees of the Escrow
          Agent and remaining parties.



             D.       
          The section headings of this Agreement are for reference only and shall not be
          used to construe or interpret this Agreement.



             E.       
          This Agreement shall be governed by the laws of the State of Maryland without
          regard to principles of conflicts of law. Time shall be of the essence with
          respect to each and every provision of this Agreement. The parties acknowledge
          that they have had the opportunity to be represented by counsel in the
          negotiation and execution of this Agreement, and therefore, it is expressly
          agreed that in the case of any vagueness or ambiguity with regard to any
          provision of this Agreement, there shall be no presumption of construction
          against the drafter of such provision, but instead this Agreement shall be
          interpreted in accordance with a fair construction of the law.



             F.       
          The obligations of the parties under this Agreement shall be in addition to, and
          not in lieu of, the obligations of the parties under the Contract, the
          Environmental Matters Agreement, or in the case of the Purchaser and Structural
          Systems, under the Loan Documents described in the Bank Note; provided, however,
          that the parties acknowledge that the performance by Seller of the obligations
          of Seller under Paragraph 1 of this Agreement shall be deemed to have satisfied
          Seller’s obligations to escrow funds under Section 3 of the Environmental
          Matters Agreement.








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ENVIRONMENTAL CLEANUP AND

ESCROW AGREEMENT

Dated:  November    , 2003

(Signature Page)





             IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first reflected
above.




	
WITNESS:







/s/ Cynthia L. Sadler













WITNESS:







/s/ Adam Aypen













WITNESS:







/s/ Adam Aypen













WITNESS:







/s/ Kathy Stoust













WITNESS:
















	
THE KELLER MANUFACTURING COMPANY, INC.







BY:  /s/ David T. Richardson
                    
          (SEAL)

        Name:  David T. Richardson

        Title:  CFO







STRUCTURAL SYSTEMS, INC.







BY:  /s/ Bruce M. Gordon
          
              
          (SEAL)

        Name:  Bruce M. Gordon

        Title:  President







SIGN OF THE GOLDFISH, LLC







BY:  /s/ Bruce M. Gordon
          
              
          (SEAL)

        Name:  Bruce M. Gordon

        Title:  Member/Manager







BANK OF AMERICA, N.A.







BY: /s/ Carmelita Taylor
              
              
          (SEAL)

        Name:  Carmelita Taylor

        Title:  V.P.







ESCROW AGENT:



COMMERCIAL TITLE GROUP, INC.







BY: /s/ Barbara Blitz
     
              
              
          (SEAL)

        Name:  Barbara Blitz

        Title:  Vice President











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