Exhibit 10.36


                               PURCHASE AGREEMENT
                               ------------------


     PURCHASE  AGREEMENT  dated as of February 11, 2005 by and among WDF Holding
Corp., a Florida corporation  ("Buyer"),  WDF, Inc., a New York corporation (the
"Acquired  Company") and KeySpan  Business  Solutions,  LLC, a Delaware  limited
liability company ("Seller").

     WHEREAS, Seller is the owner of all of the issued and outstanding shares of
capital stock (the "Shares") of the Acquired Company;

     WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase from
Seller all of the Shares;

     NOW,  THEREFORE,  in  consideration of the mutual promises herein set forth
and subject to the terms and conditions hereof, the parties agree as follows:

                            ARTICLE I. DEFINED TERMS
                            ------------------------


     1.01 Definitions.  As used in this Agreement, terms defined in the preamble
and recitals of this Agreement shall have the meanings set forth therein and the
following terms shall have the meanings set forth below:

     "Affiliate"  shall  mean with  respect  to any  Person,  the  subsidiaries,
officers,  directors,  members, shareholders and partners of such Person and any
other Person which directly or indirectly controls, is controlled by or is under
common control with such Person. For purposes of this definition,  "control" and
derivations  thereof  shall  mean the power to vote ten  percent  or more of the
voting securities or equity interests in any Person.

     "Agreement"  shall  mean this  Purchase  Agreement  and all  Schedules  and
Exhibits hereto, as the same may from time to time be amended.

     "Acquired Company" shall mean WDF, Inc., a New York corporation,  but shall
not include any of the Subsidiaries of the Acquired Company.

     "Acquired  Company   Liabilities"   shall  mean  all  debts,   liabilities,
Contracts,  commitments,  taxes  (except as  otherwise  provided in Section 5.06
hereof)  and other  obligations  of every  kind and  character  of the  Acquired
Company (whether accrued,  absolute,  contingent or otherwise and whether due or
to become  due),  including,  but not limited to, any and all  unfunded  pension
liabilities  or pension  withdrawal  liabilities,  but shall not  include  those
liabilities  of the  Acquired  Company  which are  released  pursuant to Section
4.01(g) hereof.

     "Assumed  Agreements" shall mean the following  Contracts pursuant to which
Seller or one of its  Affiliates  (other than the Acquired  Company) has (or may
have) an  obligation  to any of the  current or former  employees,  officers  or
directors of the Acquired Company: (a) that certain Employment Agreement, by and
among the Acquired Company, KeySpan Services, Inc. ("KSI"), and Silviu Herscher,


<PAGE>


dated as of February 9, 2004, (b) that certain Settlement Agreement,  Release of
Rights and Claims,  Consulting  and  Non-Competition  Agreement,  executed on or
about  December 23, 2003, by and between the Acquired  Company,  KSI and Herbert
Greenberg,  (c) that certain letter  agreement  between the Acquired Company and
Frank  Prescott,  dated July 9, 2004;  (d) that  certain  Amended  and  Restated
Employment  Agreement,  dated in or  about  January  2000,  by and  between  the
Acquired  Company and Roman,  as the same may have been amended or modified from
time to time,  and (e) that certain  Employment  Agreement,  dated  February 16,
2000,  by and between the  Acquired  Company (as  successor  by merger to Fourth
Avenue  Enterprise  Piping  Corporation) and English,  as the same may have been
amended or modified from time to time.

     "Assumed  Liabilities"  shall have the  meaning  set forth in Section  2.03
hereof.

     "Bonds"  shall mean those  certain  surety,  performance  and payment bonds
issued for the benefit of the Acquired Company for which KeySpan  Corporation or
one of its Affiliates is responsible as a guarantor/indemnitor,  including those
listed on Schedule 1.01 hereof.

     "Bonded  Backlog  Report"  shall have the meaning set forth in Section 7.07
hereof.

     "Cash Requirement" shall have the meaning set forth in Section 2.04 hereto.

     "Closing"  shall mean the single  closing of the  purchase  and sale of the
Shares contemplated by this Agreement on the Closing Date.

     "Closing Date" shall mean the date on which the Closing occurs as agreed by
the parties to this Agreement pursuant to Section 2.05 of this Agreement.

     "Confidentiality   Agreement"  shall  mean  that  certain   Confidentiality
Agreement,  dated  September 21, 2004, by and between KSI and Stelar  Mechanical
Corp.

     "Consent" shall mean any consent, approval, authorization of, notice to, or
designation, registration, declaration or filing with, any Person.

     "Contract" shall mean any contract,  lease,  agreement or license, to which
Buyer,  Seller or the  Acquired  Company is a party or by which it or any of its
properties or assets may be bound or affected.

     "Effective Time" shall mean 5:00 p.m. on February 11, 2005.

     "Employee  Benefits"  shall mean all  employee  benefit  plans,  contracts,
agreements,   incentives,   salary,   wages  or  other   compensation  plans  or
arrangements  (whether written or oral) including but not limited to all pension
and profit  sharing  plans,  savings  plans,  retiree  benefits and  agreements,
severance agreements and the like covering employees and former employees of the
Acquired  Company,  for which the Acquired  Company may be  responsible  or with
respect to which it may have any liability.


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<PAGE>


                  "English" shall mean Edward English, an individual residing at
406 Casino Avenue, Cranford, NJ 07016.

     "Excluded  Liabilities"  shall mean those  liabilities  listed on Exhibit A
hereto.

     "Environmental   Law"  means  any  Law  relating  to  (a)  the  protection,
preservation  or restoration  of the  environment  (including  air, water vapor,
surface  water,  groundwater,  drinking water supply,  surface land,  subsurface
land, plant and animal life or any other natural resource) or to human health or
safety  or (b) the  exposure  to,  or the  use,  storage,  recycling  treatment,
generation, transportation,  processing, handling, labeling, production, release
or disposal of Hazardous Substances.  Environmental Laws include (i) the Federal
Comprehensive Environmental Response Compensation and Liability Act of 1980, the
Superfund  Amendments  and  Reauthorization  Act,  the Federal  Water  Pollution
Control Act of 1972, the Federal Clean Air Act, the Federal Clean Water Act, the
Federal Resource  Conservation and Recovery Act of 1976 (including the Hazardous
and Solid Waste  Amendments  thereto),  The Federal Solid Waste Disposal and the
Federal Toxic  Substances  Control Act, the Federal  Insecticide,  Fungicide and
Rodenticide Act, the Federal Occupational Safety and Health Act of 1970, each as
amended,  and (ii) any common law or equitable  doctrine  (including  injunctive
relief and tort  doctrines  such as  negligence,  nuisance,  trespass and strict
liability) that may impose  liability or obligations for injuries or damages due
to, or threatened as a result of, the presence of, effects of or exposure to any
Hazardous Substance.

     "Financial  Reports"  shall  have the  meaning  set forth in  Section  7.07
hereof.

     "Governmental  Authority"  shall  mean  any  court or any  Federal,  state,
municipal or other government department,  commission,  board, bureau, agency or
instrumentality.

     "Hazardous  Substance" means any substance  presently or hereafter  listed,
defined,   designated  or  classified  as  hazardous,   toxic,  radioactive,  or
dangerous,  or  otherwise  regulated,  under any  Environmental  Law.  Hazardous
Substance  includes  any  substance  to  which  exposure  is  regulated  by  any
governmental  authority or any Environmental Law including,  without limitation,
any toxic waste, pollutant,  contaminant,  hazardous substance, toxic substance,
hazardous  waste,  special  waste,  industrial  substance  or  petroleum  or any
derivative or  by-product  thereof,  radon,  radioactive  material,  asbestos or
asbestos-containing   material,  urea  formaldehyde  foam  insulation,  lead  or
polychlorinated biphenyls.

     "Instrument" shall mean any written Contract, deed, assignment, document of
title, note, power of attorney, or obligation.

     "KeySpan  Representative" shall mean Michael A. Walker,  Anthony Sartor and
Joseph Hajjar.


                                       3
<PAGE>


     "Knowledge"  (or any  variations  thereof,  including  the terms  "know" or
"known")  means,  with  respect to Seller,  the actual  knowledge  of Michael A.
Walker,  Anthony  Sartor or Joseph  Hajjar,  in each  case  without  independent
inquiry or investigation.

     "Kornfeld" shall mean Steven Kornfeld,  an individual residing at 719 North
Ocean Blvd., Delray Beach, Florida 33483.

     "Laws" shall mean (i) all Federal,  state, local or foreign laws, rules and
regulations;  (ii) all  Orders;  (iii)  all  Permits;  and  (iv) all  Regulatory
Agreements.

     "Lien" shall mean any  mortgage,  option,  escrow,  pledge,  hypothecation,
lien,  security interest,  financing  statement,  lease,  charge or encumbrance,
easement, conditional sale or other title retention or security agreement or any
other  similar  restriction,  claim or  right  of  others,  whether  arising  by
Contract, operation of Law or otherwise.

     "Limited Personal  Guarantees" shall mean those certain limited guarantees,
each in a form attached  hereto as Exhibits B-1, B-2 and B-3,  pursuant to which
each of Roman,  English and Kornfeld shall have  guaranteed  the  obligations of
Buyer and the Acquired  Company with respect to the obligations of Buyer and the
Acquired Company under Section 9.01(iv) hereof.

     "Order" shall mean any judgment,  award, order, writ,  injunction or decree
issued by any  Federal,  state,  local or foreign  authority,  court,  tribunal,
agency,  or other  Governmental  Authority,  or by any arbitrator,  to which the
Acquired Company is subject,  or to which the Buyer is subject,  as the case may
be.

     "Ordinary  Course of Business"  shall mean actions that are consistent with
the past practices of the Acquired  Company and are taken in the ordinary course
of the normal day-to-day operations of the Acquired Company.

     "Permits" shall mean all permits, licenses, approvals,  franchises, notices
and authorizations,  Federal, state, local or foreign, necessary to carry on the
business  by, or on behalf of, or for the  benefit of, the  Acquired  Company as
currently  conducted  by, or on behalf of, or for the benefit  of, the  Acquired
Company,  or to own, operate or lease the properties and assets owned,  operated
or leased by, or on behalf of, or for the benefit of, the Acquired  Company,  or
to consummate the transactions contemplated by this Agreement.

     "Person"  shall  mean  any  individual,   a  partnership,   joint  venture,
corporation,  trust,  limited liability  company,  unincorporated  organization,
Government Authority or other entity.

     "Regulatory Agreements" shall mean all Contracts with Federal, state, local
or foreign regulatory authorities to which the Acquired Company or the Buyer, as
the case may be, are parties or which are otherwise binding upon any such Person
or its assets.

     "Roman" shall mean Lawrence  Roman,  an individual  residing at 216 Augusta
Court, Roslyn, New York 11576.


                                       4
<PAGE>


     "Subsidiaries" shall have the meaning set forth in Section 5.05 hereof.

     "Tax" shall mean any tax or assessment  of any federal,  state,  local,  or
foreign jurisdiction,  whether imposed by Law or assumed by contract,  including
any interest, penalty, or addition thereto, whether disputed or not.

     "Tax Return" means any return,  declaration,  report,  claim for refund, or
information  return or statement  filed with or submitted  to, or required to be
filed with or submitted to, any  Governmental  Authority in connection  with the
determination, assessment, collection, or payment of any Tax.

     "Transitional  Services  Agreement"  shall mean that  certain  Transitional
Services Agreement between Seller and the Acquired Company, substantially in the
form attached hereto as Exhibit C.

     "Zurich" shall mean Zurich American Insurance Company, its subsidiaries and
Affiliates.

                  1.02 Rules of Construction. Unless the context otherwise
requires: (1) a capitalized term has the meaning assigned to it; (2) an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP in effect on the date hereof, and any other reference in
this Agreement to "generally accepted accounting principles" refers to generally
accepted accounting principles on the date hereof; (3) "or" is not exclusive;
(4) words in the singular include the plural, and words in the plural include
the singular; (5) provisions apply to successive events and transactions; (6)
"herein", "hereof", "hereto" and other words of similar import refer to this
Agreement as a whole and not to any particular Article, Section or other
subdivision; and (7) any gender used in this Agreement shall be deemed to
include the neuter, masculine and feminine genders.

                   ARTICLE II. PURCHASE AND SALE OF THE SHARES
                   -------------------------------------------


     2.01 Sale of the  Shares.  At the  Closing,  Seller  will  sell,  transfer,
assign, convey and deliver to Buyer, and Buyer will purchase, accept and acquire
from Seller the Shares.

     2.02.  Consideration for the Shares. The consideration to be given by Buyer
for the transfer and sale of the Shares shall be Buyer's agreement to assume the
Assumed Liabilities as set forth in Section 2.03 hereof.

     2.03  Assumption  of the  Assumed  Liabilities.  In  consideration  for the
transfer and sale of the Shares to Buyer,  on the Closing Date,  Buyer shall and
hereby agrees to assume and discharge the following  liabilities  (collectively,
the "Assumed  Liabilities"):  (a) the Acquired Company Liabilities;  and (b) any
and all liabilities and obligations of Seller and its Affiliates with respect to
the Assumed Agreements. Without limiting the generality of the foregoing, on and
after the  Closing  Date,  Buyer  shall  observe  and  perform,  and cause to be
observed and performed, all of the obligations,  and shall pay and discharge, or
caused to be paid and discharged, all liabilities,  which constitute the Assumed
Liabilities;  provided,  however,  that Buyer  shall have no  responsibility  or
obligations with respect to the Excluded Liabilities.


                                       5
<PAGE>


     2.04 Cash Requirement. As of the Effective Time, the Acquired Company shall
have cash in  immediately  available  funds in the  account(s)  of the  Acquired
Company in the aggregate amount of Twenty-Seven  Million  Ninety-Three  Thousand
Nine Hundred Forty-Five Dollars ($27,093,945) (the "Cash Requirement"), of which
Twenty-Five Million Five Hundred Thousand Dollars  ($25,500,000) shall have been
paid to the Acquired  Company  pursuant to that certain  Agreement,  dated as of
February 11, 2005, by and between the Acquired Company and KeySpan  Corporation,
and the remaining amount of One Million Five Hundred Ninety-Three  Thousand Nine
Hundred Forty-Five Dollars ($1,593,945) shall have been made by capital infusion
into the Acquired Company by Seller. The funds representing the Cash Requirement
will be used by the Acquired Company only for the purposes  described in Section
7.08 hereof.  In addition,  on the Closing  Date,  Seller will cause the invoice
submitted by Allied  North  American  Insurance  Brokerage  Corp.  of NY, in the
amount of $906,055, in connection with the Jamaica 2G Bond, to be paid on behalf
of the Acquired Company.


     2.05  Closing  Date.  The Closing  Date shall be the date that is three (3)
business  days  following  the date when  each of the  conditions  specified  in
Article 3 of this  Agreement  have been  satisfied  (or waived in writing by the
party entitled to waive such condition) or at such other time as the parties may
agree (the  "Closing  Date").  The Closing shall be at the offices of Cullen and
Dykman  LLP,  44 Wall  Street,  New York,  New York 10005 or such other place or
places as Buyer and Seller may agree.

     2.06 Closing Deliveries.

     (a) Seller's Deliveries. At the Closing, Seller shall deliver to Buyer:

          (i) Certificates  representing  the Shares,  duly indorsed in blank or
     with appropriate stock powers indorsed in blank;

          (ii)  All  stock  certificates  and  stock  registration  books of the
     Acquired Company;

          (iii) All minute books of the Acquired Company;

          (iv) A closing  certificate,  duly  executed  by an officer of Seller,
     dated the Closing Date, in form and  substance  satisfactory  to the Buyer,
     certifying as to the  fulfillment  of the closing  conditions  set forth in
     Section 3.02(a) and (b) hereof;

          (v) The  resignation  of all  directors of the Acquired  Company other
     than Roman;

          (vi) A certificate of good standing from the New York State  Secretary
     of State (long form) and Secretary's  certificate for the Acquired Company,
     certifying,  inter  alia , to the  capacity  and  authority  of the  Person
     executing this  Agreement,  as well as the documents  enumerated  above, on
     behalf of the Seller,  together with a copy of the authorizing  resolutions
     for this Agreement;


                                       6
<PAGE>


          (vii)  Executed  counterpart   signature  pages  of  the  Transitional
     Services Agreement;

          (viii) a release, in form and substance acceptable to Buyer,  pursuant
     to which KSI shall release Roman from his non-compete covenant set forth in
     that certain Stock Purchase Agreement,  dated as of January 1, 2000, by and
     between KSI, Roman and the other parties named therein; and

          (ix) a release, in form and substance acceptable to Buyer, pursuant to
     which KSI shall release English from his non-compete  covenant set forth in
     that certain Stock Purchase Agreement,  dated as of January 1, 2000, by and
     between KSI, English and the other parties named therein.

     (b) Buyer Deliveries. At the Closing, Buyer shall deliver to Seller:

          (i) A closing  certificate,  duly executed by Buyer, dated the Closing
     Date, in form and substance  satisfactory  to Seller,  certifying as to the
     fulfillment of the closing  conditions set forth in Section 3.01(a) and (b)
     hereof;

          (ii) A  certificate  of good  standing  from the Florida  Secretary of
     State (long form), a certificate of  authorization  to conduct  business in
     the  State  of  New  York  and  Secretary's   certificate  for  the  Buyer,
     certifying,  inter  alia , to  the  capacity  and  authority  of the  party
     executing this  Agreement,  as well as the documents  enumerated  above, on
     behalf of the Seller,  together with a copy of the authorizing  resolutions
     for this Agreement;

          (iii) Evidence,  reasonably  acceptable to the Seller,  that as of the
     Closing Date the Acquired Company will have obtained appropriate  insurance
     coverage and each such policy shall have named Seller and its Affiliates as
     an additional insured;

          (iv) A release, in form and substance reasonably acceptable to Seller,
     pursuant to which Roman shall have released  Seller and its Affiliates from
     any and all obligations of Seller and its Affiliates  under and pursuant to
     that certain Amended and Restated Employment  Agreement,  dated on or about
     January,  2000, by and between the Acquired  Company and Roman, as the same
     may have been amended or modified from time to time;

          (v) The Bond  provided by Chubb Group of Companies  for the Jamaica 2G
     job (as further described on Schedule 1.01, the "Jamaica 2G Bond") which is
     supported  by the  indemnity of KeySpan  Corporation  will be replaced by a
     bond issued by Zurich,  in the same form as the  Jamaica 2G Bond,  and in a
     form and substance acceptable to Seller and the New York City Department of
     Environmental Protection ("DEP"), and, to the extent applicable,  any other
     Governmental Authority, and such replacement bond shall be without recourse
     to KeySpan (as defined below). In addition,  DEP shall have surrendered the
     Jamaica 2G Bond and returned same to Allied.


                                       7
<PAGE>


          (vi)  On  or  before  the  Closing   Date,   Zurich  shall  issue  its
     unconditional  bond, in the form attached as Schedule 2.06 (b)(vi),  for an
     amount at least equal to  $80,000,000  (the "Bond Sum").  Such bond will be
     issued for the benefit of KeySpan  Corporation,  its subsidiaries and their
     Affiliates  ("KeySpan"),  and shall provide that Zurich shall, upon written
     notice from KeySpan of any demand made by the Chubb Group of Companies  for
     performance or payment under the KeySpan General Agreement of Indemnity for
     obligations  relating  to the  Bonds  set forth on  Schedule  1.01  hereof,
     promptly  satisfy  such  payment  and  performance  obligations  of KeySpan
     (without  recourse to KeySpan) up to an amount  equal to the Bond Sum.  Any
     premium payable for such bond shall be paid by Buyer on or before Closing;

          (vii) A spreadsheet  (Excel based),  certified by the chief  financial
     office of the Acquired  Company,  listing the name,  social security number
     and date of hire of all 401(K)  eligible  active  employees of the Acquired
     Company as of the date of Closing;

          (viii)  Executed  counterpart  signature  pages  of  the  Transitional
     Services Agreement;

          (ix) Executed Limited Personal Guarantees;

          (x) A release, in form and substance reasonably  acceptable to Seller,
     pursuant  to  which  Roman  shall  have  released  KSI  from  any  and  all
     obligations  of KSI under  and  pursuant  to that  certain  Stock  Purchase
     Agreement,  dated as of January 1, 2000, by and between KSI,  Roman and the
     other parties named therein; and

          (xi) A release, in form and substance reasonably acceptable to Seller,
     pursuant  to  which  English  shall  have  released  KSI  from  any and all
     obligations  of KSI under  and  pursuant  to that  certain  Stock  Purchase
     Agreement, dated as of January 1, 2000, by and between KSI, English and the
     other parties named therein.

                         ARTICLE III. CLOSING CONDITIONS
                         -------------------------------


     3.01. Conditions Precedent to the Obligations of Seller. All obligations of
Seller under this  Agreement  are subject to the  fulfillment,  at the option of
Seller, at or prior to the Closing Date, of each of the following conditions:

     (a)  Buyer's  Representations  and  Warranties.   The  representations  and
warranties of Buyer herein  contained shall be true in all material  respects on
and as of the Closing Date,  except as affected by transactions  contemplated or
permitted by this Agreement.

     (b)  Buyer's  Covenants.  Buyer  shall  have  performed,  in  all  material
respects, all its obligations and agreements and complied with all its covenants
contained in this  Agreement to be performed and complied with by Buyer prior to
the Closing Date.


                                       8
<PAGE>


     (c) No Litigation.  No action,  suit or proceeding  before any Governmental
Authority shall have been commenced and still be pending,  no  investigation  by
any Governmental  Authority shall have been commenced and still be pending,  and
no action,  suit or proceeding  by any  Governmental  Authority  shall have been
threatened  against Seller or its  Affiliates,  the Acquired  Company,  or Buyer
seeking to restrain,  prevent or change the transactions  contemplated hereby or
questioning the validity or legality of any of such transactions.

     (d) Documentation. All matters and proceedings taken in connection with the
sale of the Shares as herein  contemplated,  including  forms of Instruments and
matters of title, shall be reasonably satisfactory to Seller and its counsel.

     (e) Consents.  Seller shall have received, in form and substance reasonably
acceptable to Seller, any and all Consents necessary or reasonably  required for
the consummation of the transactions, including, but not limited to, appropriate
board approvals and Consents from any and all Governmental Authorities.

     (f) Other  Agreements.  On or before the Closing Date, the Limited Personal
Guarantees  shall  have been duly  executed  and  delivered  by all the  parties
thereto.

     3.02.  Conditions Precedent to the Obligations of Buyer. All obligations of
Buyer  under this  Agreement  are subject to the  fulfillment,  at the option of
Buyer, at or prior to the Closing Date, of each of the following conditions:

     (a)  Seller's  Representations  and  Warranties.  The  representations  and
warranties of Seller herein contained shall be true in all material  respects on
and as of the Closing Date,  except as affected by transactions  contemplated or
permitted by this Agreement.

     (b)  Seller's  Covenants.  Seller  shall have  performed,  in all  material
respects,  all of its  obligations  and  agreements  and  complied  with all its
covenants  contained in this  Agreement to be performed  and complied with by it
prior to the Closing Date.

     (c) No Litigation.  No action,  suit or proceeding  before any Governmental
Authority shall have been commenced and still be pending,  no  investigation  by
any Governmental  Authority shall have been commenced and still be pending,  and
no action,  suit or proceeding  by any  Governmental  Authority  shall have been
threatened  against Seller or its  Affiliates,  the Acquired  Company,  or Buyer
seeking to restrain,  prevent or change the transactions  contemplated hereby or
questioning the validity or legality of any of such transactions.

     (d) Documentation. All matters and proceedings taken in connection with the
sale of the Shares as herein  contemplated,  including  forms of Instruments and
matters of title, shall be reasonably satisfactory to Buyer and to its counsel.


                                       9
<PAGE>


     (e) Other  Agreements.  On the  Closing  Date,  the  Transitional  Services
Agreement shall have been duly executed and delivered by Seller.

                        ARTICLE IV. PRECLOSING COVENANTS
                        --------------------------------


     4.01 Covenants of Seller. Seller agrees that prior to the Closing:

     (a) Cooperation.  It will use commercially  reasonable efforts to cause the
sale contemplated by this Agreement to be consummated, and, without limiting the
generality of the  foregoing,  to obtain the Consents  which may be necessary or
reasonably required in order for Seller to effect the transactions  contemplated
hereby.

     (b) Transactions Out of Ordinary Course of Business.  Except with the prior
written consent of Buyer,  which shall not be unreasonably  withheld or delayed,
Seller will not permit the Acquired Company to enter into any transaction out of
the Ordinary Course of Business.

     (c) Maintenance of Properties, etc. Seller will use commercially reasonable
efforts to cause the  Acquired  Company to  maintain  all of its  properties  in
customary  repair,  order and condition  (taking into  consideration the age and
condition thereof), reasonable wear and tear excepted.

     (d)  Maintenance  of  Books  and  Records.  Seller  will  use  commercially
reasonable efforts to cause the Acquired Company to maintain its books, accounts
and records in the usual manner on a basis consistent with prior years.

     (e) Access to  Properties,  etc.  Seller will use  commercially  reasonable
efforts to cause the Acquired Company to furnish to Buyer all such documents and
information  with  respect to the affairs of the  Acquired  Company as Buyer may
from time to time reasonably request.

     (f) Certain Prohibited Transactions.  Except with the prior written consent
of the Buyer,  Seller will not permit the Acquired Company to (i) enter into any
contract to merge or consolidate  with any Person,  (ii) change the character of
its  business,  or sell,  transfer or otherwise  dispose of any material  assets
other than in the  Ordinary  Course of Business  (iii) or purchase any assets or
securities of any Person.

     (g) Assumption and Release of Intercompany Liabilities.  On or prior to the
Closing Date,  (i) Seller will,  and Seller will cause its Affiliates to, assume
all  intercompany  obligations of the Acquired  Company and release the Acquired
Company  from  any and all  such  debts,  liabilities,  and  obligations  of the
Acquired  Company to Seller and its Affiliates  existing as of the Closing Date,
and (ii) Seller will cause the Acquired Company to distribute all its rights and
interests  in any  intercompany  receivables  to Seller.  Acquired  Company will
release  Seller  and its  Affiliates  from any and all debts,  liabilities,  and
obligations of Seller and its Affiliates to the Acquired  Company existing as of
the Closing Date, except for those debts, liabilities, and obligations set forth
on  Schedule  4.01(g)  hereto  and  except  for  the  debts,  liabilities,   and


                                       10
<PAGE>


obligations specifically  contemplated by this Agreement.  Buyer hereby consents
and agrees to the  assumptions,  distributions,  and releases  described in this
Section  4.01(g).  In  addition,  set  forth on  Schedule  4.01(g)  hereto  is a
description  of  the  understanding  and  agreement  of  the  parties  as to the
compromise and treatment of  intercompany  liabilities and balances prior to the
Closing Date.

     (h) Cash  Requirement.  On or before the Closing Date, the Cash Requirement
shall have occurred.

     4.02 Covenants of Buyer. Buyer agrees that prior to the Closing:

     (a)  Cooperation.  Buyer  will  use its  best  efforts  to  cause  the sale
contemplated  by this Agreement to be  consummated,  and,  without  limiting the
generality  of the  foregoing,  to obtain the Consents and Permits  which may be
necessary or reasonably  required in order for Buyer to effect the  transactions
contemplated hereby.

     (b)  Confidentiality.  Buyer will observe all of the  obligations of Stelar
Mechanical Corp. under the Confidentiality Agreement.

     (c) Bond Matters.  Buyer will use its best efforts to cause the delivery of
the items described in Section 2.06(b)(v) and Section 2.06(b)(vi). In connection
with the foregoing,  Buyer agrees to pay any and all costs  associated  with the
procurement of the aforementioned bonds.

               ARTICLE V. REPRESENTATIONS AND WARRANTIES OF SELLER
               ---------------------------------------------------


     Seller represents and warrants to Buyer as follows:

     5.01 Ownership of the Shares. Seller owns beneficially and of record 79.385
shares  of  capital  stock  of the  Acquired  Company,  representing  all of the
Acquired  Company's issued and outstanding  capital stock. All of the Shares are
owned by Seller are validly issued,  fully paid and non-assessable and are owned
free  and  clear  of  any  Liens.  Upon  the  transfer  of  the  certificate  or
certificates  evidencing the Shares to Buyer,  Seller will have transferred good
and valid title to such Shares to Buyer, free and clear of all Liens.  There are
no adverse  claims  (as such term is  defined  in Section  8-302 of the New York
Uniform  Commercial  Code)  with  respect  to any of the  Shares.  There  are no
outstanding  rights of subscriptions,  warrants,  calls,  options,  Contracts or
other  agreements  of any kind,  issued or granted (i) to Seller by the Acquired
Company to purchase or otherwise  acquire any securities of the Acquired Company
or (ii) by Seller with respect to the Shares owned by Seller.

     5.02  Authorization.  Subject to obtaining the Consents  listed on Schedule
5.02 hereof, Seller has all requisite legal right, power, authority and capacity
to enter into this  Agreement and to perform all of its  obligations  hereunder.
Except as set forth on  Schedule  5.02  hereof,  Seller has taken all  necessary


                                       11
<PAGE>


action to  authorize  the sale  hereunder  on the terms and  conditions  of this
Agreement  and to authorize  the  execution,  delivery and  performance  of this
Agreement.  Subject to obtaining  the Consents  listed on Schedule  5.02 hereof,
this Agreement has been duly executed by Seller and  constitutes a legal,  valid
and binding obligation of Seller  enforceable  against Seller in accordance with
its  terms,   except  as  such  enforceability  may  be  limited  by  applicable
bankruptcy, insolvency, or other similar laws from time to time in effect, which
affect the enforcement of creditors' rights in general and by general principles
of  equity  (regardless  of  whether  such  enforceability  is  considered  in a
proceeding  in equity or at law).  To the  Knowledge  of  Seller,  the  Acquired
Company  has not been known by any other name  during the past five years  other
than:  "WDF/Greene," "Greene Mechanical," Fourth Avenue Enterprise Piping Corp.,
KeySpan Business Solutions and derivations of the foregoing.

     5.03  Organization;  Good Standing.  The Acquired  Company is a corporation
validly  existing and in good standing  under the laws of the State of New York.
The Acquired  Company has all  requisite  corporate  power and authority to own,
operate and lease its  properties and assets and to carry on its business as now
being conducted. The jurisdictions in which the Acquired Company is qualified to
do business is set forth in Schedule 5.03 hereto.

     5.04 Capitalization. The authorized capital stock, the par value per share,
the number of issued and outstanding  shares and treasury shares of the Acquired
Company is set forth on Schedule 5.04 hereto.  Except for the Shares,  there are
(i) no shares of  capital  stock or other  equity  securities  convertible  into
equity securities of the Acquired Company  outstanding;  and (ii) no outstanding
rights of subscriptions, warrants, calls, options, contracts or other agreements
of any kind, issued or granted to any Person by the Acquired Company,  or by the
Seller or its Affiliates, to purchase or otherwise acquire any equity securities
or securities convertible into equity securities of the Acquired Company.

     5.05  Subsidiaries.  Except for the  companies  identified on Schedule 5.05
hereto (the  "Subsidiaries"),  the Acquired  Company  does not own,  directly or
indirectly,  any capital  stock or equity  securities  of any Person or have any
direct or indirect  equity or ownership  interest in any business other than the
business conducted by the Acquired Company.

     5.06 Taxes, Tax Returns and Payments. Except as set forth on Schedule 5.06,
to the knowledge of Seller,  the Acquired  Company has duly and timely filed all
Federal,  state,  local and foreign,  income,  excise,  sales,  franchise,  use,
withholding, unemployment and other Tax Returns and reports required to be filed
and has duly paid or established adequate reserves for the proper payment of all
Taxes and other governmental charges upon it or its properties,  assets, income,
franchises,  licenses or sales. To the knowledge of Seller, all such returns and
reports  are  true,  correct  and  complete  in all  material  respects.  To the
knowledge of Seller,  there is no material unpaid  assessment or proposal by any
Governmental  Authority for additional Taxes for which the Acquired Company does
not have adequate  reserves for any such fiscal year and no taxing authority has
asserted any such deficiency. To the knowledge of Seller, all monies required to
be withheld by the Acquired  Company from  employees  for income  taxes,  Social
Security and unemployment  insurance taxes have been collected or withheld,  and
either paid to the respective governmental  authorities or set aside in accounts
for such purpose,  or accrued,  reserved against,  and entered upon the books of
the Acquired Company.


                                       12
<PAGE>


     5.07 Real Property Leased; Title to Assets.  Neither Seller, nor any of its
Affiliates (other than the Acquired Company), nor any KeySpan Representative has
entered  into,  on behalf of and binding  upon the  Acquired  Company,  any real
property  lease  which in not known to the  Acquired  Company,  except for those
listed on Schedule 5.07 hereto.

     5.08  Grandfathered  Plumbing  Status.  Neither  Seller,  nor  any  of  its
Affiliates (except for the Acquired Company), nor any KeySpan Representative has
taken any  affirmative  act with the New York City  Department  of  Building  to
terminate the Acquired Company's status as a "grandfathered plumbing company."

     5.09 Insurance.  Schedule 5.09 sets forth a list of all insurance  policies
carried by or for the  benefit of the  Acquired  Company as of the date  hereof,
indicating  in each case  whether such policy is on an  "occurrence"  or "claims
made" form. All of the insurance  policies listed on Schedule 5.09 are currently
in full force and effect and shall  remain in full force and effect  through the
Closing Date and there has not been any lapse in any of the material  aspects of
the coverage described in such Schedule during the past four years.

     5.10  Contracts.  Except  as set forth on  Schedule  5.10  hereto,  neither
Seller, nor its Affiliates  (except for the Acquired  Company),  nor any KeySpan
Representative  has entered  into any  agreement  which will be binding upon the
Acquired Company from and after the Closing Date.

     5.11  Environmental  Matters.  Except as set forth on Schedule 5.11 hereof,
none of the KeySpan  Representatives  has received  written  notice of any claim
against the Acquired Company relating to a violation of any Environmental Law.

     5.12  Software  Licenses.  Schedule  5.12 hereto is a complete and accurate
list of all material  software  products  used in the  operation of the Acquired
Company.

     5.13  Brokers.  All  negotiations   relative  to  this  Agreement  and  the
transactions  contemplated  hereby  have been  carried on by Seller  without the
intervention  of any other  Person  in such  manner as to give rise to any valid
claim for a finder's fee, brokerage commission or other like payment, except for
Conway,  Del  Genio & Gries & Co.,  LLC  ("CDG").  The  fees and  costs  for the
services of CDG shall be paid for by Seller pursuant to Section 7.02 hereof.

     5.14 No Implied Representation.  Notwithstanding anything contained in this
Article V or any other provision of this Agreement,  it is the express intent of
each party hereto that Seller is not making,  nor shall Seller be deemed to have
made, any  representation  or warranty  whatsoever,  express or implied,  beyond
those  expressly  given in this  Agreement,  including  but not  limited  to any
implied  warranty  or  representation  as  to  condition,   merchantability   or
suitability as to any of the properties or assets of the Acquired Company. It is


                                       13
<PAGE>


understood that any cost estimates,  projections or other predictions  contained
or referred to in the Exhibits  hereto or  otherwise  furnished to Buyer are not
and shall not be  deemed to be  representations  or  warranties  of  Seller.  In
addition,  Buyer each acknowledges and agrees that for purposes of the Schedules
attached  hereto,  any  information,  item or other  disclosure set forth in any
portion  of such  Schedules  shall be deemed to have been set forth in all other
applicable portions of the Schedules.

              ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF BUYER
              ---------------------------------------------------


     Buyer represents and warrants to Seller as follows:

     6.01 Organization.  Buyer is a corporation  validly existing under the laws
of the  State of  Florida  and in good  standing  under the laws of the State of
Florida and New York and has all  requisite  power and authority and legal right
to own, operate and lease its properties and assets and to carry on its business
as now being conducted.

     6.02 Authority.  Buyer has full power, authority and legal right to execute
and  deliver,  and to  perform  its  obligations  under  this  Agreement  and to
consummate the transactions  contemplated hereunder, and has taken all necessary
action to authorize the purchase  hereunder on the terms and  conditions of this
Agreement  and to authorize  the  execution,  delivery and  performance  of this
Agreement.  This  Agreement  has been duly  executed by Buyer and  constitutes a
legal,  valid and  binding  obligation  of Buyer  enforceable  against  Buyer in
accordance  with its  terms  except as such  enforceability  may be  limited  by
applicable  bankruptcy,  insolvency,  or other similar Laws from time to time in
effect,  which affect the  enforcement  of  creditors'  rights in general and by
general  principles  of equity  regardless  of whether  such  enforceability  is
considered in a proceeding in equity or at law.

     6.03 Compliance with Instruments, Consents, Adverse Agreements. Neither the
execution and the delivery of this  Agreement by Buyer nor the  consummation  of
the  transactions  contemplated  hereby  will  conflict  with or  result  in any
violation  of or  constitute  a  default  under any term of the  certificate  of
formation/incorporation  or the operating or by-laws of Buyer,  or conflict with
or result in any  violation of or constitute a default under any Law or Contract
by which Buyer is, or its properties or assets are, bound.  Buyer is not a party
to or subject to any Contract, or subject to any charter or other restriction or
any Law  which  materially  and  adversely  affects  the  business,  operations,
prospects,  properties,  assets or  condition,  financial or  otherwise,  of the
Buyer.

     6.04  Brokers.  All  negotiations   relative  to  this  Agreement  and  the
transactions  contemplated  hereby  have been  carried on by Buyer  without  the
intervention  of any other  Person  in such  manner as to give rise to any valid
claim for a finder's fee, brokerage commission or other like payment.

     6.05  Financing.  Buyer has all monies or appropriate  binding  commitments
from responsible financial institutions (evidence of which has been delivered to
Seller) to provide  Buyer with funds  sufficient to satisfy the  obligations  of
Buyer under this Agreement and capital  sufficient (taking into account the Cash
Requirement)  to conduct  the  business of the  Acquired  Company to be acquired
pursuant to this Agreement.  All such financing commitments remain in full force
and effect.


                                       14
<PAGE>


     6.06 Investment  Only. Buyer has such knowledge and experience in financial
and business  matters that it is capable of  evaluating  the merits and risks of
its purchase of the Shares.  Buyer confirms that Seller has made available to it
the opportunity to ask questions of the officers and employees of Seller and the
Acquired  Company and to acquire such  additional  information  as it desired to
obtain about the business and financial condition of the Acquired Company. Buyer
is acquiring the Shares for its own account for investment purposes only and not
with a view to the  distribution  or  resale  thereof.  Buyer  will  not sell or
transfer  any  of  the  Shares  (or  any  securities   issued  in  substitution,
reclassification or recapitalization) in violation of applicable Federal,  state
or foreign securities Laws.

     6.07 Officer  Matters.  Except for those  claims  which have been  asserted
against the Bonds,  neither  Roman,  nor to the  knowledge  of Roman,  any other
officer or employee of the Acquired Company,  has performed any act or taken any
action which could result in liability for KeySpan Corporation.


                       ARTICLE VII. POST CLOSING COVENANTS
                       -----------------------------------


     7.01 Further  Assurances.  Following the Closing,  at the request of Buyer,
Seller shall  execute and deliver to the Buyer such further  documents  and take
such  reasonable  action as may be necessary or appropriate to vest in Buyer all
of Seller's right, title and interest in and to the Shares.

     7.02  Broker's  Fee.  Seller shall pay and fully  discharge  any  liability
Seller or the Acquired  Company may have on account of any  commissions  or fees
owed to CDG in connection with the transactions  contemplated by this Agreement.
Buyer  shall  indemnify  and hold  harmless  Seller from any claim or demand for
commission  or other  compensation  by any  broker,  finder,  agent  or  similar
intermediary  (other than CDG) claiming to have been employed by or on behalf of
Buyer and to bear the cost of legal expenses  incurred in defending  against any
such claim.

     7.03  Liability  Relating to Employee  Benefits.  In the event Buyer or the
Acquired Company,  as the case maybe, fails to continue to provide all employees
of the Acquired  Company with Employee  Benefits that are comparable in value in
the aggregate to the Employee  Benefits in effect as of the Closing Date,  Buyer
and the Acquired  Company shall jointly and severally  indemnify  Seller and its
Affiliates  from and against  any  liability  (and  related  expenses  including
without  limitation  attorneys' fees) resulting from a claim made against Seller
or its Affiliates that such Employee Benefits must be continued.

     7.04 No Use of KeySpan Name. From and after the Closing Date, neither Buyer
nor the Acquired  Company shall have the right to use the name  "KeySpan" or any
derivations  thereof  in any form  whatsoever.  Buyer  covenants  and  agrees to


                                       15
<PAGE>


promptly  remove the name KeySpan any and  derivations  thereof from any and all
property of the  Acquired  Company  including,  but not limited to,  letterhead,
promotional material, advertising material, and all service vehicles and to file
a termination of the Acquired Company's d/b/a certificate for use of the assumed
named KeySpan Business Solutions.

     7.05  Access  to Books  and  Records;  Maintenance.  (a) From and after the
Closing  Date,  Buyer  shall,  and shall cause the Acquired  Company to,  permit
Seller and its  accountants  and employees  access during normal  business hours
(upon reasonable prior notice) to review and copy, at Seller's  expense,  all of
the books and  records of the  Acquired  Company,  and will  cause the  Acquired
Company to furnish to Seller all such documents and information  with respect to
the  affairs  of the  Acquired  Company  as well as access to  personnel  of the
Acquired Company as Seller may from time to time reasonably  request in order to
prepare financial statements and Tax Returns of Seller and its Affiliates (or as
otherwise  required  to  comply  with  audits  or  inquiries  from  Governmental
Authorities),  to comply  with Law and (for so long as their  obligations  under
Section  7.07 are  outstanding)  to  otherwise  verify  Buyer  and the  Acquired
Company's performance of their obligations hereunder.  In addition,  Buyer shall
cause the Acquired  Company to, and the Acquired  Company shall,  make the Chief
Financial   Officer  of  the   Acquired   Company   available  to  meet  with  a
representative  of Seller no less  frequently  than once each calendar  month to
discuss  matters  and  answer  questions  concerning  the  financial  status and
operations of the Acquired Company.  Buyer and the Acquired Company agree that a
representative of Seller shall be invited to attend any and all meeting that the
Acquired Company or Buyer have with any Person which has issued surety bonds for
or on behalf of the Acquired  Company.  Buyer and the Acquired  Company agree to
send reasonable advance notice of any such meeting to Seller.

     (b) Buyer will cause the  Acquired  Company  to, and the  Acquired  Company
shall,  continue to maintain its books,  accounts and records in accordance with
GAAP on a basis  consistent  with prior years for a period of at least seven (7)
years after the Closing Date and the  Acquired  Company  shall not,  during such
seven-year period,  discard or destroy any of the books,  accounts or records of
the Acquired Company which relate to the period January 2000 to the Closing Date
and thereafter.

     7.06 Tax  Matters.  (a) Seller  shall  prepare or cause to be prepared  and
shall  timely file or cause to be timely filed all Tax Returns that are required
to be filed for or with  respect to the  Acquired  Company  for all Tax  periods
which  end on or  before  the  Closing  Date,  and  shall pay all Taxes due with
respect to such Tax  Returns.  Such Tax  Returns  shall be  prepared in a manner
consistent  with prior  practice  except to the extent  required by Law.  Seller
agrees to file a stub return for Taxes for the period  commencing  on January 1,
2005 and ending on the Closing Date, or, in the alternative,  to reimburse Buyer
for that portion of Taxes  imposed  upon the Acquired  Company that would be due
for the period commencing January 1, 2005 and ending on the Closing Date.

     (b) Buyer shall  prepare or cause to be prepared and shall file or cause to
be filed any Tax Returns for or with  respect to the  Acquired  Company that are
required to be filed for periods ending after the Closing Date and shall pay all


                                       16
<PAGE>


Taxes due with respect to such Tax Returns.  Such Tax Returns  shall be prepared
in a manner  consistent  with prior tax accounting  practices and methods of the
Acquired Company except to the extent required by Law.

     (c) All transfer,  documentary,  sales,  use,  registration  and other such
Taxes (including all applicable real estate transfer or gains Taxes) and related
fees  (including  any  penalties,  interest and  additions  to Tax)  incurred in
connection  with this  Agreement and the  transactions  contemplated  hereunder,
except for Seller's federal and state capital gains Taxes, if any, shall be paid
by Buyer,  and the Seller and the Buyer  shall  cooperate  in timely  making all
filings, returns, reports and forms as may be required to comply with Law.

     (d) Each party hereto  shall take all  commercially  reasonable  efforts to
terminate  and  remove  the  Acquired  Company  from the  Seller's  unemployment
insurance  tax pool as promptly as  possible.  In  addition,  each party  hereto
shall, and shall cause its  subsidiaries and Affiliates,  if any, to, provide to
each of the other parties hereto such cooperation and information as any of them
reasonably may request in filing any Tax Returns,  amended Tax Returns or claims
for refund,  determining liability for Taxes or a right to refund of Taxes or in
conducting any audit or other proceeding in respect of Taxes.

     7.07 Post Closing Completion/Reporting Requirements. (a) From and after the
Closing  Date,  Buyer  shall use  commercially  reasonable  efforts to cause the
Acquired  Company to, and the Acquired  Company shall, (i) discharge any and all
obligations  of the Acquired  Company  under those  Contracts for jobs for which
Bonds have been issued,  (ii)  complete all those jobs for which a Bond has been
issued in accordance  with the terms and conditions of the  applicable  Contract
and with a level of skill and care  required by such  applicable  Contract,  and
(iii) promptly complete any and all warranty work required under such Contracts.

     (b) For so long as there is any outstanding obligations, including, but not
limited to  completion or warranty  obligations,  with respect to jobs for which
Bonds have been  issued and  provided  that Seller or its  Affiliates  are still
obligated as an indemnitor or guarantor  with respect to such Bonds,  then Buyer
will cause the Acquired Company to, and the Acquired Company shall,  prepare and
send to Seller the following:  (A) within 30 days after the end of each calendar
quarter (i) a work in progress  schedule (for both bonded and non-bonded  jobs),
balance  sheet,  income  statement  and statement of cash flows for the Acquired
Company,  each prepared in a manner  consistent  with  practices of the Acquired
Company in effect as of the Closing Date,  (ii) a bonded backlog report ("Bonded
Backlog  Report") for the jobs of the Acquired Company which shall include (x) a
projection of costs to be incurred  through job completion  substantially in the
form shown on Schedule 7.07(b)(A)(ii)(x),  (y) a job cash flow summary detailing
the estimated cash flows for each job through completion in a form substantially
in the form of  Schedule  7.07(b)(A)(ii)(y),  and (z)  summary  cost to complete
information  for  each  Bonded  job in the  form  attached  hereto  as  Schedule
7.07(b)(A)(ii)(z),  (B)  within  sixty  (60) days  after  June 30 of each  year,
financial  statements  (balance  sheet,  income  statement and statement of cash
flows) for the Acquired Company,  reviewed by the Acquired Company's independent
accountants,  and (C) within 75 days after the end of any calendar year, audited
financial  statements  (balance  sheet,  income  statement and statement of cash
flows) for the Acquired Company, certified by the Acquired Company's independent


                                       17
<PAGE>


certified  public  accountants  (collectively  with (A) and (B), the  "Financial
Reports").  Such reports shall be  accompanied  by a written  statement that the
information  contained  therein  has been  reviewed by the  President  and Chief
Financial  Officer (or  equivalent)  of the  Acquired  Company.  If requested by
KeySpan or its Affiliates on or before  November 15 of any calendar year,  Buyer
and the Acquired  Company shall furnish the information  required to be provided
under clause (C) above within forty-five (45) days after the end of any calendar
year if KeySpan or its Affiliates  require such information  within such shorter
time period in connection with the preparation of their financial reports.

     7.08 Use of the Cash  Requirement.  From and after the Closing Date,  Buyer
agrees to cause the Acquired Company to, and the Acquired Company agrees that it
will, use the funds  representing the Cash Requirement only to pay for valid and
legitimate operating expenses (including payroll expenses and payments for trade
consultants) of the Acquired Company or to discharge debts and payables incurred
by the Acquired Company in the Ordinary Course of Business.

     7.09 Bond Related  Matters.  (a)  Promptly  after the Closing  Date,  Buyer
shall, at Seller's  request,  use commercially  reasonable  efforts to cooperate
with and assist Seller and its Affiliates in their efforts to cause the sureties
which have issued the Bonds to release  Seller and its  Affiliates  from any and
all indemnity and/or guarantee obligations with respect to the Bonds;  provided,
however,  that Seller or its Affiliates  shall be responsible for any additional
costs charged by such sureties or any  replacement  sureties in connection  with
obtaining such release. Notwithstanding the foregoing, Seller and its Affiliates
shall have the right at any time to elect not to be released  from the Bonds and
not to incur any additional costs in connection therewith.

     (b) In addition to the  obligations  of Buyer set forth in Section  7.09(a)
hereof,  Buyer  agrees  to  use  commercially   reasonable  efforts,  after  the
completion  of any job for which a Bond has been issued,  to cooperate  with and
assist Seller and its  Affiliates  in their efforts to cause the sureties  which
have  issued  such Bond to release  Seller and its  Affiliates  from any and all
indemnity and/or guarantee obligations with respect to such Bond.

     (c) Except to the extent  required  pursuant to the terms of the applicable
Contract,  without first obtaining Seller's prior written consent,  such consent
not to be unreasonably withheld, Buyer shall not permit the Acquired Company to,
and the Acquired Company shall not, enter into any change orders,  amendments or
modifications to any Contract relating to a job for which a Bond has been issued
which  either  increases  the scope of work or costs for such job or delays  the
completion date thereof.

     7.10  Agreement  Concerning  Certain  Jobs.  The  parties  agree that their
understanding  with respect to the treatment of payables,  receivables and other
financial items for each of the Ravenswood,  Basic Science and Esplanade jobs is
set forth on Schedule 7.10 hereto.


                                       18
<PAGE>


     7.11 Assignment of Software  Licenses.  Seller agrees that on or before the
expiration  of the  Transitional  Services  Agreement,  it shall  assign  to the
Acquired  Company all of the  licenses for the  software  products  described on
Schedule 5.12 .

     7.12 WDF/Greene Name.  Seller  acknowledges and agrees that pursuant to the
transactions contemplated by this Agreement, Seller is transferring to Buyer all
right,  title and interest,  if any, of Seller and its  Affiliates in and to the
name  WDF/Greene,   Fourth  Avenue  Enterprise  Piping  Corporation  and  Greene
Mechanical.

     7.13 Post-Closing Prohibited  Transactions.  Buyer and the Acquired Company
agree that for the period  commencing  on the Closing Date and ending Sixty (60)
days  thereafter,  the Acquired Company shall not declare or pay any dividend or
other  distribution  in respect of shares of capital  stock.  From and after the
conclusion of such  sixty-day  period,  for so long as there is any  outstanding
obligations,  including,  but not limited to completion or warranty obligations,
with respect to jobs for which Bonds have been issued and  provided  that Seller
or its  Affiliates  are still  obligated as an indemnitor or guarantor with such
Bonds,  the Acquired Company shall be permitted to declare and pay a dividend or
otherwise make a distribution only to the extent that after giving effect to the
payment of such  dividend  or  distribution  (A) the  tangible  net worth of the
Acquired  Company  exceeds the total  aggregate cost to complete all of the jobs
for which a Bond has been issued as set forth on the then current WIP  Schedule,
and (B) the sum of Acquired Company's cash on hand and the amount then available
to be drawn under the Line of Credit equals or exceeds  Twenty  Million  Dollars
($20,000,000).  At such time as the total  aggregate cost to complete all of the
jobs for  which a Bond has been  issued  as set  forth on the then  current  WIP
Schedule is equal to or less than Ten Million Dollars ($10,000,000), Seller will
in good faith consider any reasonable  request by Buyer and the Acquired Company
to lower the requirements described in clause (B) above.

     7.14 Insurance Matters.  Buyer shall maintain insurance policies naming the
Acquired  Company as an insured,  and naming the Seller and its Affiliates as an
additional  insured with respect to periods  after the Closing,  for a period of
five years after the Closing,  with coverage,  terms and conditions that are, to
the  extent  practicable,  substantially  similar  to  those in  effect  for the
Acquired  Company on the Closing  Date (as  procured  by Buyer).  Within 30 days
after the end of each policy period, if requested,  Buyer shall provide evidence
to Seller  that such  policies  are (i) in full  force and  effect and that (ii)
Seller  and its  Affiliates  have  been  named as  additional  insureds  for the
subsequent period.

                            ARTICLE VIII. TERMINATION
                            -------------------------


     8.01  Termination.  Anything herein to the contrary  notwithstanding,  this
Agreement may be terminated and the transactions  contemplated  hereby abandoned
at any time  prior to the  Closing  Date:  (i) by mutual  consent  of Seller and
Buyer,  or (ii) by any party,  if the Closing  does not occur on or before March
31, 2005 for any reason other than a breach by the Person  desiring to terminate
of any material representation, warranty or covenant hereunder.


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<PAGE>


     8.02  Effects of  Termination.  If this  Agreement  is  terminated  and the
transactions  contemplated  hereby are not consummated as described above, Buyer
will  observe  all of the  obligations  of  Stelar  Mechanical  Corp.  under the
Confidentiality Agreement and this Agreement shall become void and of no further
force and effect,  except for the provisions of Sections 10.05 and 10.06 herein.
Nothing  herein shall affect any  liability any party may have for any breach of
any representation, warranty or covenants prior to such termination.

                           ARTICLE IX. INDEMNIFICATION
                           ---------------------------


     9.01 Obligation of Buyer and Acquired  Company to Indemnify.  Buyer and the
Acquired Company hereby agree jointly and severally to indemnify,  defend,  save
and hold Seller (and its Affiliates and their directors, officers, employees and
agents) harmless from and against any and all damage, liability,  loss, expense,
assessment,  judgment or deficiency of any nature whatsoever (including, without
limitation,  reasonable attorneys' fees and other costs and expenses incident to
any suit,  action or proceeding)  (together  "Losses")  incurred or sustained by
Seller (and its Affiliates and their directors,  officers, employees and agents)
which  arises out of or results  from (i) the  breach of any  representation  or
warranty  made by Buyer  herein,  (ii) the breach of or  failure to perform  any
covenant  of  Buyer  set  forth in this  Agreement,  (iii)  any and all  Assumed
Liabilities, and (iv) any and all Losses relating to the Bonds.


     9.02 Obligation of Seller to Indemnify.  Seller hereby agrees to indemnify,
defend,  save  and hold  Buyer  and the  Acquired  Company  (and its  directors,
officers, employees,  shareholders and agents) harmless from and against any and
all Losses  incurred or  sustained  by Buyer which arises out of or results from
(i) the breach of any  representation  or warranty of Seller set forth Article V
above, (ii) the breach of or failure to perform any covenant of Seller set forth
in this Agreement, and (iii) any and all Excluded Liabilities.

     The remedy  provided in this Section 9.02 is the exclusive  remedy of Buyer
for any  breach of this  Agreement  by Seller  and is in lieu of any and all any
other remedies that may be available to Buyer  hereunder or at law or in equity.
In  addition,  Seller shall have no liability  under:  (A) Sections  9.02(i) and
9.02(ii)  if, prior to Closing,  Roman had (or with the  exercise of  reasonable
inquiry   would  have  had)   knowledge  of  the  matter   giving  rise  to  the
indemnification   obligation  (except  that  the  foregoing  reasonable  inquiry
requirement  shall not apply with respect to the payment of federal and New York
and New Jersey State Taxes, or the preparation or filing of federal and New York
or New Jersey State Tax Returns), (B) Sections 9.02(i) and 9.02(ii) if, prior to
Closing,  any other officer of the Acquired  Company  (other than those officers
which were, as of the date immediately prior to Closing,  otherwise  employed by
Seller or its Affiliates (other than the Acquired Company)) had knowledge of the
matter giving rise to the indemnification  obligation, and (C) Sections 9.02(i),
9.02(ii) and  9.02(iii) if the matter arose or relates to an event that occurred
on or prior to January 31, 2000. With respect to the representation and warranty
set forth in Section  5.11 hereof,  Seller shall have no liability  for a breach
thereof if the Acquired  Company caused,  in whole or in part, the matter giving
rise to the claim which  should have been  disclosed  on Schedule  5.11.  Seller
shall have no liability  under this Section 9.02 until the  aggregate  amount of


                                       20
<PAGE>


Losses exceeds Two Hundred Thousand Dollars ($200,000) Dollars and then only for
the amount of Losses in excess of that amount.  The maximum aggregate  liability
of Seller for claims of indemnification  pursuant to this Section 9.02 shall not
exceed Three Million Dollars  ($3,000,000) in the aggregate.  The limitations on
liability set forth in the  preceding  two sentences  shall not apply to a claim
for indemnification (C) for a breach of any of the representation and warranties
set forth in Sections 5.01, 5.02, 5.03, 5.04, 5.05, 5.06, or (D) with respect to
the Excluded Liabilities.

     9.03 Time  Limitation.  If the  Closing  occurs,  all  representations  and
warranties  made in this  Agreement  shall  survive  the Closing  hereunder  and
thereafter  representations  and warranties (but not covenants)  shall expire on
the date which is the one year  anniversary of the Closing Date,  except for (a)
the  representations  and  warranties  set forth in Section  5.10,  which  shall
continue and survive for a period of eighteen months after the Closing Date, and
(b) representations and warranties set forth in Sections 5.01, 5.02, 5.03, 5.04,
5.05 and 5.06,  which shall  continue  until the  expiration  of the  applicable
statute of limitations period.

                            ARTICLE X. MISCELLANEOUS
                            ------------------------


     10.01  Severability.  If any provision of this Agreement or the application
of any such provision to any party or  circumstances  shall be determined by any
court of competent  jurisdiction to be invalid and  unenforceable to any extent,
the remainder of this  Agreement or the  application  of such  provision to such
person or  circumstances  other  than those to which it is so  determined  to be
invalid and  unenforceable,  shall not be affected  thereby,  and each provision
hereof shall be validated and shall be enforced to the fullest extent  permitted
by law.

     10.02  Waivers.  Any failure by any party to this  Agreement to comply with
any of its  obligations,  agreements  or  covenants  hereunder  may be waived by
Seller  in the  case of a  default  by the  Buyer  and by Buyer in the case of a
default by the Seller.  A party will not be deemed as a consequence  of any act,
delay, failure, omission,  forbearance or other indulgences granted from time to
time by such party: (1) to have waived,  or to be estopped from exercising,  any
of its  rights  or  remedies  under  this  Agreement,  or (2) to have  modified,
changed, amended, terminated,  rescinded, or superseded any of the terms of this
Agreement,  unless such waiver,  modification,  amendment,  change, termination,
rescission,  or supersession is express, in writing and signed by such party. No
single or partial  exercise  by any party of any right or remedy  will  preclude
other or further exercise thereof or preclude the exercise of any other right or
remedy, and a waiver expressly made in writing on one occasion will be effective
only in that specific instance and only for the precise purpose for which given,
and will not be  construed as a consent to or a waiver of any right or remedy on
any future occasion or a waiver of any right or remedy against any other Person.

     10.03 Notices.  All notices,  consents,  demands,  requests,  approvals and
other  communications  which are required or may be given  hereunder shall be in
writing  and shall be deemed to have  been duly  given if  personally  delivered
(including  overnight  courier  service) or mailed  certified  first class mail,
postage prepaid:


                                       21
<PAGE>


       (a)      If to Seller:             KeySpan Business Solutions, LLC
                                          67B Mountain Blvd. Ext.
                                          P.O. Box 4039
                                          Warren, NJ 07059
                                          Attn: Michael A. Walker
                                          Chief Operating Officer
       with copies to:

                                          John Bishar, Esq.
                                          General Counsel
                                          KeySpan Corporation
                                          One MetroTech Center
                                          Brooklyn, NY 11201


                                                   And


                                          Charles F. Gergel, Esq.
                                          Cullen and Dykman LLP
                                          44 Wall Street
                                          New York, NY 10005

       (b)                                If to Buyer: WDF, Inc. 30
                                          North MacQuestern Parkway
                                          Mount Vernon, New York

                            and

                                          WDF Holding Corp.
                                          719 North Ocean Blvd.
                                          Delray Beach, FL 33483

                with a copy to:           Toscano and Associates
                                          200 Old Country Road
                                          Mineola, New York 11501
                                          Attn: Thomas A. Toscano, Esq.

or to such  other  person or  persons at such  address  or  addresses  as may be
designated  by written  notice to the other parties  hereunder.  Notice shall be
deemed delivered at the time received for personal delivery, or when mailed at a
United States Post Office box or branch office.


                                       22
<PAGE>


     10.04  Applicable  Law. This Agreement  shall be governed and construed and
interpreted in accordance with the laws of the State of New York.

     10.05   Publicity.   The  parties  agree  that  no  publicity   release  or
announcement concerning the transactions  contemplated hereby shall be issued by
any party  without  the  advance  written  consent of the other,  except as such
release or  announcement  may be required by Law, in which case the party making
the release or  announcement  shall show such release or announcement in advance
to the other party.

     10.06 Expenses of Sale. Except as otherwise  specifically  provided herein,
Seller,  on the one hand,  and Buyer,  on the other  hand,  shall bear their own
direct and indirect  expenses  incurred in connection  with the  negotiation and
preparation  of this  Agreement  and the  consummation  and  performance  of the
transactions contemplated thereby, including, without limitation, all legal fees
and fees of any brokers, finders or similar agents.

     10.07 Binding Effect,  Benefits.  This Agreement shall inure to the benefit
of and be binding upon the parties  hereto and their  respective  successors and
assigns; provided, however, that nothing in this Agreement shall be construed to
confer any rights, remedies, obligations or liabilities on any person other than
the parties hereto or their respective successors and assigns.

     10.08 Entire Agreement; Amendment. This Agreement and the other Instruments
delivered  in   connection   herewith,   embodies  the  entire   agreement   and
understanding  of the  parties  hereto and  supersedes  any prior  agreement  or
understanding  between the parties  with  respect to the subject  matter of this
Agreement.  This Agreement cannot be amended or terminated orally, but only by a
writing duly executed by the parties.

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

     10.10  Headings.  Headings  of the  sections  in  this  Agreement  are  for
reference purposes only and shall not be deemed to have any substantive effect.

     10.11  Assignment.  This  Agreement  may not be  assigned  by either  party
without the prior written consent of the other.




                        [SIGNATURES APPEAR ON NEXT PAGE]






                                       23
<PAGE>





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


                    BUYER

                                   WDF HOLDING CORP.


                                   By: /s/Lawrence Roman
                                       -----------------
                                   Name:
                                   Title:

                   SELLER


                                   KEYSPAN BUSINESS SOLUTIONS, LLC


                                   By:/s/Michael Walker
                                      -----------------
                                   Name: Michael A. Walker
                                   Title: Senior Vice President and Chief
                                            Operating Officer

                                   WDF, INC.

                                   By:/s/Lawrence Roman
                                      -----------------
                                   Name:
                                   Title:




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