**ASSET
      PURCHASE AGREEMENT**





**by
      and among**





**SOLOMON
      TECHNOLOGIES, INC.**





**And**





**DEL-INC
      ACQUISITION LLC**





**(as
      Buyers)**





**And**





**DELTRON,
      INC.**





**And**





**ITS
      SUBSIDIARY AND SHAREHOLDERS**





**(as
      Sellers)**




**Dated
      June 1, 2007**








**ASSET
      PURCHASE AGREEMENT**




This
      Asset Purchase Agreement (“ Agreement ”)
      is
      dated June 1, 2007, by and among **Solomon
      Technologies, Inc.** ,
      a
      Delaware corporation (“ Buyer ”)
      by
      itself and through its wholly-owned subsidiary **Del-Inc
      Acquisition LLC** ,
      a
      Delaware limited liability company (“ Acquisition
      Sub ”;
      together with Buyer, the “ Buyers ”), **Deltron,
      Inc.** ,
      a
      Pennsylvania corporation (“ Seller ”), **Corporacion
      Delinc S.A. de CV** ,
      a
      Reynosa, Tamaulipas, Mexico corporation (“ Subsidiary ”), **Aaron
      Anton** ,
      a
      resident of the Commonwealth of Pennsylvania (“ Anton ”),
      and
      the other shareholders listed in Part 3.3 hereto (“ Other
      Shareholders ”;
      together with Anton, collectively, “ Shareholders ”).




**RECITALS**





Seller,
      by itself and through Subsidiary, is engaged in the business of manufacturing
      and selling power supplies and related equipment (the “ Business ”).





Subsidiary
      is a subsidiary of Seller and owns and operates a manufacturing facility in
      Reynosa, Mexico for manufacture of products in the Business.





Seller
      owns 999 shares of the stock of Subsidiary and Anton owns 1 share of the stock
      of Subsidiary, which constitute one hundred percent (100%) of the issued and
      outstanding shares of capital stock of Subsidiary as of the date of this
      Agreement.





Shareholders
      own 1,108,000 shares of the common stock, no par value per share, of Seller,
      which constitute one hundred percent (100%) of the issued and outstanding shares
      of capital stock of Seller.





Buyer
      owns all of the issued and outstanding ownership interests of Acquisition
      Sub.





Seller
      desires to sell, and Buyers desire to purchase, the Business and substantially
      all of the assets of Seller including, but not limited to all of Seller’s shares
      of capital stock of Subsidiary being transferred to Buyer, and Seller desires
      to
      assign and Acquisition Sub agrees to assume certain liabilities related to
      the
      Business, for the consideration and on the terms set forth in this
      Agreement.





The
      parties, intending to be legally bound, agree as follows:




**ARTICLE
      I**


**DEFINITIONS
      AND USAGE**




**1.1**  **Definitions
      and Usage.** For
      purposes of this Agreement, capitalized terms have the meaning set forth in
      Annex 1.1.









**ARTICLE
      II**


**PURCHASE
      AND SALE; CLOSING**




**2.1**  **Assets
      to be Sold.** Upon
      the
      terms and subject to the conditions set forth in this Agreement, at the Closing,
      but effective as of the Closing Date, Seller shall sell, convey, assign,
      transfer and deliver to Acquisition Sub, and Acquisition Sub shall purchase
      and
      acquire from Seller (except that the Subsidiary Stock, as defined below, shall
      be transferred to Buyer), free and clear of any Encumbrances other than
      Permitted Encumbrances, all of Seller’s right, title and interest in and to all
      of Seller’s property and assets, real, personal or mixed, tangible and
      intangible, of every kind and description, wherever located, including the
      following (but excluding the Excluded Assets):




(a)  Intentionally
      Deleted;




(b)  all
      machinery, equipment, tools, furniture, office equipment, computer hardware,
      supplies, materials, and other items of tangible personal property (other than
      Inventories) of every kind owned or leased by Seller (wherever located and
      whether or not carried on Seller’s books) that is necessary to operate the
      Business as presently being conducted, including those items described in Part
      3.10(b), but excluding the Excluded Equipment (“Tangible Personal Property”);




(c)  all
      Inventories, other than the Excluded Inventories;




(d)  all
      Accounts Receivable;




(e)  all
      Seller Contracts including those listed in Part 3.20(a), but excluding those
      listed in Part 2.2(f);




(f)  all
      Governmental Authorizations and all pending applications therefor or renewals
      thereof arising from or relating to the Business or Assets, in each case to
      the
      extent transferable to Buyer, including those listed in Part
      3.17(b);




(g)  all
      data
      and Records related to the operations of Seller, including client and customer
      lists and Records, referral sources, research and development reports and
      Records, production reports and Records, service and warranty Records, equipment
      logs, operating guides and manuals, financial and accounting Records, creative
      materials, advertising materials, promotional materials, studies, reports,
      correspondence and other similar documents and Records and, subject to Legal
      Requirements, copies of all personnel Records, excluding any Excluded Records;




(h)  all
      of
      the intangible rights and property of Seller arising from or relating to the
      Business or Assets, including Intellectual Property Rights, going concern value,
      goodwill, telephone, telecopy, websites and e-mail addresses and listings and
      those items listed in Parts 3.25(a) and (b);




2




(i)  all
      insurance benefits, including rights and proceeds, arising from or relating
      to
      the Assets or the Assumed Liabilities prior to the Closing Date, unless expended
      in accordance with this Agreement;




(j)  all
      claims of Seller against third parties relating to the Assets, whether choate
      or
      inchoate, known or unknown, contingent or noncontingent;




(k)  all
      rights of Seller relating to deposits and prepaid expenses, claims for refunds
      and rights to offset in respect thereof arising from or relating to the Business
      or Assets;




(l)  all
      of
      Seller’s rights in the name “Deltron, Inc.” and other trade names or trademarks
      owned by Seller or which Seller has a right to use under contract, common law
      or
      otherwise in connection with the Business, and any logo or mark, whether or
      not
      registered, owned by Seller or that Seller has a right to use under contract,
      common law or otherwise in connection with the Business;




(m)  all
      product certifications and ratings and all pending applications therefor or
      renewals thereof arising from or relating to the Business or Assets (the
“Certifications”), including those listed in Part 3.17(c); and




(n)  all
      of
      Seller’s shares of the capital stock of Subsidiary as of the Closing Date (the
“ Subsidiary
      Stock ”).




All
      of
      the property and assets to be transferred to Buyer (directly or though
      Acquisition Sub) hereunder are herein referred to collectively as the
“ Assets ”.




Notwithstanding
      the foregoing, the transfer of the Assets pursuant to this Agreement shall
      not
      include the assumption of any Liability related to the Assets unless Acquisition
      Sub expressly assumes that Liability pursuant to Section 2.4(a).




**2.2**  **Excluded
      Assets.** Notwithstanding
      anything to the contrary contained in Section 2.1 or elsewhere in this
      Agreement, the following assets of Seller (collectively, the “ Excluded
      Assets ”)
      are
      not part of the sale and purchase contemplated hereunder, are excluded from
      the
      Assets and shall remain the property of Seller after the Closing:




(a)  all
      cash
      and cash equivalents;




(b)  all
      minute books, stock Records, Records related to Seller’s franchise as a
      corporation and corporate seals of Seller (the “ Excluded
      Records ”);




(c)  the
      shares of capital stock of Seller held in treasury;




(d)  all
      rights of Seller in the tangible personal property listed in Part 2.2(d) (the
      “ Excluded
      Equipment ”);




3




(e)  all
      insurance policies and rights thereunder (except to the extent specified in
      Section 2.1(i));




(f)  all
      of
      the Seller Contracts listed in Part 2.2(f);




(g)  all
      claims for refund of Taxes and other governmental charges of whatever
      nature;




(h)  all
      rights in connection with and assets of the Employee Plans;




(i)  all
      rights of Seller under this Agreement;




(j)  all
      rights of Seller in the Pennsylvania Facility (subject to the Lease being
      entered into pursuant to this Agreement); and




(k)  all
      inventories used by Seller in connection with the operation of the machine
      shop
      at the Pennsylvania Facility (the “ Excluded
      Inventories ”).




**2.3**  **Purchase
      Price; Adjustment; Payment.**




(a)  *Purchase
      Price for Seller’s Assets and Subsidiary Stock.* The
      consideration for the Assets and the Subsidiary Stock (the “ Purchase
      Price ”)
      will
      be: (i) Two Million Eight Hundred Thousand Dollars ($2,800,000) for Seller’s
      Assets (excluding the Subsidiary Stock), (ii) plus Six
      Hundred Thousand Dollars ($600,000) for the Subsidiary Stock, (iii) plus the
      value of Seller’s Accrued Expenses as of the Closing Date as listed on Part 3.5
      at Closing, (iv) adjusted upward or downward in accordance with the purchase
      price adjustment provisions set forth in Section 2.3(b) below, and (v) the
      assumption of the Assumed Liabilities.




(b)  *Adjustment
      to Purchase Price.* The
      Purchase Price shall be adjusted, upward or downward, in accordance with the
      provisions of this Section 2.3(b). Any adjustment to the Purchase Price made
      pursuant to this Section 2.3(b) shall be referred to as the “ Adjustment
      Amount ”.




(i)  *Adjustment
      Calculation.* “ Working
      Capital ”
is
      the
      value of Seller’s and Subsidiary’s Accounts Receivables and Inventories minus the
      value of Seller’s and Subsidiary’s Accounts Payable (including $50,000 of the
      interest due under Seller’s note payable to Anton, but excluding all other
      obligations under Seller’s note payable to Anton) and accrued expenses. Seller’s
      Working Capital as of the date of the Balance Sheet is $1,204,032 (“ Target
      Working Capital ”).
      Seller’s Working Capital as of the Closing Date shall be calculated pursuant to
      the procedures set forth in Section 2.3(b)(ii). If the Closing Date Working
      Capital is within $25,000 (more or less) of the Target Working Capital, then
      no
      adjustment to the Purchase Price shall be made. If the Closing Date Working
      Capital exceeds the Target Working Capital by more than $25,000, then the
      Purchase Price shall be adjusted upward by the amount that the Closing Date
      Working Capital exceeds the Target Working Capital. If the Closing Date Working
      Capital is less than the Target Working Capital by more than $25,000, then
      the
      Purchase Price shall be adjusted downward by the amount that the Closing Date
      Working Capital is less than the Target Working Capital.




4




(ii)  *Procedure.*




(A)  As
      soon
      as reasonably practical following the Closing Date but in no event more than
      30
      days thereafter, Buyer or Acquisition Sub, at their expense, shall cause their
      independent accounting firm to prepare an audited consolidated balance sheet
      of
      Seller and Subsidiary as of the Closing Date prepared in accordance with GAAP,
      together with a statement of the Closing Date Working Capital (the “ Closing
      Date Balance Sheet ”).
      Seller’s accountants may accompany Buyers’ accountants and examine all of
      Buyers’ accountants’ work papers related thereto. Buyers shall deliver the
      Closing Date Balance Sheet to Seller within 45 days of the Closing Date. In
      the
      event that Seller disputes the Closing Date Balance Sheet in any respect, Seller
      shall so notify Buyers within 10 business days of receipt (which notice shall
      specify in reasonable detail the disputed items). If the parties are unable
      to
      resolve such dispute within 10 business days thereafter, it shall be resolved
      in
      accordance with Section 2.3(b)(iii) hereof.




(B)  In
      anticipation of the Closing and as soon as reasonably practical following
      December 31, 2006, Buyer or Acquisition Sub, at their expense, may cause their
      independent accounting firm to prepare an audited consolidated balance sheet
      of
      Seller and Subsidiary as of December 31, 2006 prepared in accordance with GAAP,
      together with a statement of Working Capital as of that date (the “ December
      Working Capital ”).
      If
      such audit is conducted and the results of such audit show that the December
      Working Capital is less than the Target Working Capital by more than $25,000,
      then at Closing, the Cash Payment shall be decreased by, and the Escrow Funds
      shall be increased by, the amount that the December Working Capital is less
      than
      the Target Working Capital (“ Working
      Capital Holdback Amount ”)
      and
      the Working Capital Holdback Amount shall be disbursed in accordance with the
      Escrow Agreement.




(iii)  *Disputes.* If
      the
      parties are unable to resolve such disputes set forth in subsection (ii) hereof,
      the items that remain in dispute (the “ Disputed
      Items ”)
      shall
      be submitted to an independent accounting firm that is mutually acceptable
      to
      Buyers and Seller (the “ Independent
      Accountant ”)
      for
      determination. In connection with its review, the Independent Accountant shall
      (i) have the right to undertake such procedures as it may deem reasonably
      appropriate and examine all work papers utilized in connection with the
      preparation of the Closing Date Balance Sheet, and (ii) only make a
      determination as to the Disputed Items. The decision of the Independent
      Accountant as to the Closing Date Working Capital amount shall be final and
      binding upon the parties, without any right of further appeal. The expense
      of
      the Independent Accountant shall be borne by Buyers, on the one hand, and
      Seller, on the other hand, in proportion to the relative differences between
      (x)
      the final position of the parties prior to submission of the matter to the
      Independent Accountant and (y) the determination of the Independent
      Accountant.




(iv)  *Books
      and Records.* Seller
      shall make its books and records and the books and records of Subsidiary
      available to Buyers, Buyers’ accountants or the Independent Accountants, as the
      case may be, during Seller’s and Subsidiary’s normal business hours, at Seller’s
      and Subsidiary’s facilities, upon reasonable advance notice, in order that the
      provisions of this Section 2.3 may carried out.




5




(c)  *Payment
      of Purchase Price.* In
      accordance with Section 2.7(b), at the Closing, the Purchase Price shall be
      delivered by Buyer or Acquisition Sub, as the case may be, to Seller as follows:




(i)  delivery
      by Acquisition Sub of Two Million Four Hundred Thousand Dollars ($2,400,000), plus the
      value of the Accrued Expenses, minus the
      Working Capital Holdback Amount, if any (the “ Cash
      Payment ”)
      paid
      to Seller by wire transfer of immediately available funds;




(ii)
      delivery by Buyer of Six Hundred Thousand Dollars ($600,000) (the “ Stock
      Payment ”)
      paid
      to Seller by wire transfer of immediately available funds (Anton authorizes
      payment of his portion of the Stock Payment to be delivered to Seller for his
      benefit) *provided
      that,* in the
      event that Seller or Anton, in accordance with the provisions referenced in
      Section 10.13(a) hereof, determine that there is a tax liability arising out
      of
      a gain realized on the sale of the Subsidiary Stock, then Seller and/or Anton
      shall pay the amount of such tax liability to Subsidiary and Subsidiary shall
      make such payment to Mexico’s Servicio
      de Administración Tributaria (Tax Administration Service) (the
      “ Mexican
      Tax Payment ”,
      as
      required by applicable Legal Requirements;




(iii)  delivery
      by Acquisition Sub of Four Hundred Thousand Dollars ($400,000) plus the
      Working Capital Holdback Amount, if any (the “ Escrow
      Funds ”)
      paid
      to the Escrow Agent by wire transfer of immediately available funds;
      and




(iv)  delivery
      by Buyers of all required documents of transfer required for the balance of
      the
      Purchase Price by the assumption of the Assumed Liabilities.




(d)  *Payment
      of Adjustment Amount* .
      (i) If
      the Adjustment Amount is payable to Seller, it shall be paid by Buyers in cash
      within 10 business days after it is finally determined and the Working Capital
      Holdback Amount shall be released to Seller in accordance with the Escrow
      Agreement.




(ii)  If
      the
      Adjustment Amount is payable to Buyers, it shall be paid in cash within 10
      business days after it is finally determined by wire transfer of immediately
      available funds, or at Buyers’ option, such payment may be made, in whole or in
      part, out of the Escrow Funds pursuant to the terms of the Escrow Agreement.
      If
      the Adjustment Amount is less than the Working Capital Holdback Amount, the
      difference shall be released by Escrow Agent to Seller up to the amount of
      the
      Working Capital Holdback Amount.




6




**2.4**  **Liabilities**




(a)  *Assumed
      Liabilities.* On
      the
      Closing Date, Acquisition Sub shall assume and agree to discharge only the
      following Liabilities of Seller (collectively, the “ Assumed
      Liabilities ”):




(i)  the
      trade
      accounts payable (other than an accounts payable to any Shareholder or a Related
      Person of Seller or any Shareholder, except that Acquisition Sub will assume
      $50,000 of the interest due under Seller’s note payable to Anton, but assumes no
      other obligations under Seller’s note payable to Anton) incurred by Seller in
      the Ordinary Course of Business that remains unpaid at, and are not delinquent
      as of the Closing Date, and will be listed on a supplement to Part 2.4(a)(i)
      at
      the Closing as of the Closing Date; Seller’s trade accounts payable as of the
      date of this Agreement are listed in Part 2.4(a)(i); and




(ii)  the
      accrued Commissions set forth on Part 3.4(b) (if and to the extent they become
      payable in accordance with Seller’s applicable Seller Contracts assigned to
      Acquisition Sub).




(b)  *Retained
      Liabilities.* The
      Retained Liabilities shall remain the sole responsibility of and shall be
      retained, paid, performed and discharged solely by Seller. “ Retained
      Liabilities ”
shall
      mean every Liability of Seller other than the Assumed Liabilities.




**2.5**  **Allocation.** On
      or
      before the Closing, Buyers and Seller and Subsidiary shall mutually agree upon
      the allocation of the Purchase Price among the Assets and the assets of
      Subsidiary. After the Closing, the parties shall make consistent use of the
      allocation, fair market value and useful lives agreed to for all Tax purposes
      and in all filings, declarations and reports with the IRS in respect thereof,
      including the reports required to be filed under Section 1060 of the Code.
      Buyers shall prepare and deliver IRS Form 8594 to Seller within forty-five
      (45)
      days after the Closing Date to be filed with the IRS. In any Proceeding related
      to the determination of any Tax, neither Buyers nor Seller or Shareholders
      shall
      contend or represent that such allocation is not a correct
      allocation.




**2.6**  **Closing.** The
      purchase and sale provided for in this Agreement (the “ Closing ”)
      will
      take place remotely by facsimile and by electronic transmission at 10:00 a.m.
      on
      July 10, 2007, or at such other place, time and date as Buyers and Seller
      otherwise agree (the “ Closing
      Date ”).
      The
      Closing will be deemed to be effective at 11:59 p.m. EST as of the Closing
      Date.
      Subject to the provisions of Article IX, failure to consummate the purchase
      and
      sale provided for in this Agreement on the date and time and at the place
      determined pursuant to this Section 2.6 will not result in the termination
      of
      this Agreement and will not relieve any party of any obligation under this
      Agreement. In such a situation, the Closing will occur as soon as practicable,
      subject to Article IX.




**2.7**  **Closing
      Obligations.** In
      addition to any other documents to be delivered under other provisions of this
      Agreement, at the Closing:




(a)  *Seller’s
      Obligations.* ****** Seller
      and Shareholders, as the case may be, shall deliver to Buyer or Acquisition
      Sub
      as the case may be (or other parties identified herein), together with funds
      sufficient to pay all Taxes necessary for the transfer, filing or recording
      thereof:




(i)  a
      bill of
      sale, assignment and assumption agreement for the transfer of all of the Assets
      (excluding the Subsidiary Stock) and Acquisition Sub’s undertaking and
      assumption of the Assumed Liabilities in the form mutually agreed to by
      Acquisition Sub and Seller (the “ Bill
      of Sale, Assignment and Assumption Agreement ”),
      executed by Seller;




7




(ii)  an
      assignment and assumption of any contracts, documents, permits, Government
      Authorizations, Certifications, licenses or such other appropriate document
      or
      instrument of transfer, as the case may require, each in form and substance
      reasonably satisfactory to Acquisition Sub and its counsel and executed by
      Seller;




(iii)  assignments
      of all Intellectual Property Rights executed by Seller and (a) an assignment
      of
      inventions by Aaron Anton in favor of Seller effective prior to the Closing,
      and
      (b) assignments of any rights in Seller’s web site or the content therein from
      all of Seller’s current employees who were involved in the creation, design and
      content of Seller’s web site effective prior to the Closing, in the forms
      mutually agreed to by Acquisition Sub and Seller;




(iv)  such
      other deeds, bills of sale, assignments, certificates of title, documents and
      other instruments of transfer and conveyance as may reasonably be requested
      by
      Acquisition Sub, each in form and substance reasonably satisfactory to
      Acquisition Sub and its legal counsel and executed by Seller;




(v)  a
      consulting agreement in the form of Exhibit 2.7(a)(v), executed by Anton (the
      “ Consulting
      Agreement ”)




(vi)  a
      proprietary rights and non-competition agreement in the form of Exhibit
      2.7(a)(vi) (the “ Proprietary
      Rights Agreement ”)
      executed by each of the Shareholders.




(vii)  an
      Escrow
      Agreement by and among Seller, Buyers and Pepe & Hazard LLP, as escrow agent
      (“ Escrow
      Agent ”),
      in
      the form of Exhibit 2.7(a)(vii) (the “ Escrow
      Agreement ”),
      executed by Seller;




(viii)  a
      certificate executed by each of Seller, Subsidiary and Anton as to the accuracy
      of their representations and warranties as of the date of this Agreement and
      as
      of the Closing in accordance with Section 7.1 and as to their compliance with
      and performance of their covenants and obligations to be performed or complied
      with at or before the Closing in accordance with Section 7.2;




(ix)  (A)  a
      certificate of the Secretary of Seller certifying, as complete and accurate
      as
      of the Closing, attached copies of the Governing Documents of Seller, certifying
      and attaching all requisite resolutions or actions of Seller’s board of
      directors and shareholders approving the execution and delivery of this
      Agreement and the consummation of the Contemplated Transactions and the change
      of name contemplated by Section 5.8 and certifying to the incumbency and
      signatures of the officers of Seller executing this Agreement and any other
      document relating to the Contemplated Transactions and accompanied by the
      requisite documents for amending the relevant Governing Documents of Seller
      required to effect such change of name and consent for Acquisition Sub to use
      such name in Pennsylvania, each in form sufficient for filing with the
      appropriate Governmental Body;




8




(B)  a
      certificate of the Secretary of Subsidiary certifying, as complete and accurate
      as of the Closing, attached copies of the Governing Documents of Seller,
      certifying and attaching all requisite resolutions or actions of Subsidiary’s
      board of directors and shareholders approving the execution and delivery of
      this
      Agreement and the consummation of the Contemplated Transactions and certifying
      to the power of attorney (as duly notarized) verifying the authority of, and
      incumbency and signatures of, the officers of Subsidiary executing this
      Agreement and any other document relating to the Contemplated Transactions
      and
      accompanied by the requisite documents for amending the relevant Governing
      Documents of Seller required to effect such change of name in form sufficient
      for filing with the appropriate Governmental Body;




(x)  releases
      of all Encumbrances on the Assets, other than Permitted
      Encumbrances.




(xi)  A
      good
      standing certificate for Seller (issued by the state of organization) and a
      certificate for Subsidiary (issued by the applicable public registry) as to
      Subsidiary being subject to no liens and no liquidation proceedings among other
      matters customarily certified to, each dated within 30 days of the Closing
      Date;




(xii)  A
      tax
      good standing certificate for Seller issued by the Department of Revenue for
      the
      Commonwealth of Pennsylvania dated within 30 days of the Closing
      Date.




(xiii)  A
      lease
      for the Pennsylvania Facility in the form of Exhibit 2.7(a)(xiii) (the
“ Lease ”)
      executed by Seller as landlord;




(xiv)  An
      opinion of Seller’s and Shareholders’ counsel in the form mutually agreed to
      between Buyers and Seller;




(xv)  certificates
      representing the shares of: (A) Seller’s Subsidiary Stock, duly endorsed (or
      accompanied by duly executed stock powers) for transfer to Buyer; and (B)
      Anton’s Subsidiary Stock, duly endorsed (or accompanied by duly executed stock
      powers) for transfer to Acquisition Sub;




(xvi)  releases
      in the form of Exhibit 2.7(a)(xvi) executed by each of the officers and
      directors of Subsidiary;




(xvii)  resignations
      of officers, directors, and/or the sole administrator of Subsidiary requested
      by
      Buyer prior to the Closing;




(xviii)  evidence
      of the full and complete satisfaction prior to the Closing Date of all
      Subsidiary obligations to Seller including the Subsidiary Loan
      Payable;




9




(xix)  the
      original Governing Documents, corporate minute book and stock records of
      Subsidiary;




(xx)  any
      supplements to Parts of the Disclosure Letter either required under this
      Agreement (including Parts 2.4(a)(i), Part 3.4(b) and Part 3.11) or at Seller’s
      discretion;




(xxi)  In
      the
      event Seller and Anton are required to make the Mexican Tax Payment promptly
      following the Closing, upon Subsidiary’s receipt of funds as provided in Section
      2.3(c)(ii), Subsidiary shall deliver to Mexico’s Servicio
      de Administración Tributaria (Tax Administration Service) the
      Mexican Tax Payment together with all required documents to be filed on behalf
      of Seller and Anton;




(xxii)  all
      documents reasonably satisfactory to Buyers’ counsel evidencing compliance with
      the provisions set forth in Sections 10.13(a) and 10.14 hereof; and




(xxiii)  Such
      other documents as Buyers may reasonably request for the purpose of evidencing
      the accuracy of any of Seller’s representations and warranties; evidencing the
      performance by Seller or Anton of, or the compliance by Seller or Anton with,
      any covenant or obligation required to be performed or complied with by Seller
      or Anton; evidencing the satisfaction of any condition referred to in Article
      7;
      or otherwise facilitating the consummation or performance of any of the
      Contemplated Transactions.




(b)  *Buyers’
      Obligations.* **** Buyer
      and
      Acquisition Sub, as the case may be, shall deliver to Seller and Shareholders,
      as the case may be, or other parties as so indicated below:




(i)  the
      Cash
      Payment and the Stock Payment by wire transfer of immediately available funds
      to
      an account specified by Seller in a writing delivered to Buyer;




(ii)  the
      Bill
      of Sale, Assignment and Assumption Agreement executed by Acquisition Sub;




(iii)  the
      Consulting Agreement executed by Acquisition Sub;




(iv)  the
      Escrow Agreement executed by Buyers and Escrow Agent together with the delivery
      of the Escrow Funds to the Escrow Agent by wire transfer of immediately
      available funds;




(v)  the
      Lease
      executed by Acquisition Sub;




(vi)  a
      certificate executed by Buyer as to the accuracy of its representations and
      warranties as of the date of this Agreement and as of the Closing in accordance
      with Section 8.1 and as to its compliance with and performance of its covenants
      and obligations to be performed or complied with at or before the Closing in
      accordance with Section 8.2;




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(vii)  a
      certificate executed by Acquisition Sub as to the accuracy of its
      representations and warranties as of the date of this Agreement and as of the
      Closing in accordance with Section 8.1 and as to its compliance with and
      performance of its covenants and obligations to be performed or complied with
      at
      or before the Closing in accordance with Section 8.2;




(viii)  a
      certificate of the Secretary of Buyer certifying, as complete and accurate
      as of
      the Closing, attached copies of the Governing Documents of Buyer and certifying
      and attaching all requisite resolutions or actions of Buyer’s director’s
      approving the execution and delivery of this Agreement and the consummation
      of
      the Contemplated Transactions and certifying to the incumbency and signatures
      of
      the officers of Buyer executing this Agreement and any other document relating
      to the Contemplated Transactions;




(ix)  a
      certificate of the Secretary of Acquisition Sub certifying, as complete and
      accurate as of the Closing, attached copies of the Governing Documents of
      Acquisition Sub and certifying and attaching all requisite resolutions or
      actions of Acquisition Sub’s manager’s approving the execution and delivery of
      this Agreement and the consummation of the Contemplated Transactions and
      certifying to the incumbency and signatures of the officers of Acquisition
      Sub
      executing this Agreement and any other document relating to the Contemplated
      Transactions;




(x)  A
      good
      standing certificate for Buyer issued by the state of organization of Buyer
      dated within 30 days of the Closing Date;




(xi)  A
      good
      standing certificate for Acquisition Sub issued by the state of organization
      of
      Acquisition Sub dated within 30 days of the Closing Date;




(xii)  Intentionally
      Deleted;




(xiii)  An
      opinion of Buyers’ counsel in the form mutually agreed to by Buyers and Seller;
      and




(xiv)  such
      other documents as Seller may reasonably request for the purpose of evidencing
      the accuracy of any representation or warranty of Buyers, evidencing the
      performance by Buyers of, or the compliance by Buyers with, any covenant or
      obligation required to be performed or complied with by Buyers or evidencing
      the
      satisfaction of any condition referred to in Article 8, or otherwise
      facilitating the consummation or performance of any of the Contemplated
      Transactions.




**2.8**  **Consents.** If
      there
      are any Consents that have not yet been obtained (or otherwise are not in full
      force and effect) with respect to the transfer of an Asset as of the Closing,
      this Agreement shall not constitute an agreement to assign the same if an
      attempted assignment would constitute a material breach thereof or be unlawful,
      and Seller, at its expense, shall use best reasonable efforts to obtain any
      such
      required consent(s) as promptly as is reasonably possible. If any such consent
      shall not be obtained or if any attempted assignment would be ineffective or
      would impair Buyers’ rights in and to the Asset in question so that Buyers would
      not in effect acquire the benefit of all such rights, Seller, to the maximum
      extent permitted by law and the Asset, shall act after the Closing as Buyers’
agent, without charge, in order to obtain for it the benefits thereunder and
      shall cooperate, to the maximum extent permitted by law and the Asset, with
      Buyers in any other reasonable arrangement designed to provide such benefits
      to
      Buyers.




11




**ARTICLE
      III**


**REPRESENTATIONS
      AND WARRANTIES OF SELLER, SUBSIDIARY AND ANTON**




Seller,
      Subsidiary and Anton represent and warrant, jointly and severally, to Buyers
      as
      follows:




**3.1**  **Organization
      and Good Standing.** (a)
      Seller’s jurisdiction of incorporation is the Commonwealth of Pennsylvania and,
      except as set forth on Part 3.1(a), Seller is not qualified to do business
      as a
      foreign corporation in any other jurisdiction. Seller is a corporation duly
      organized, validly existing and in good standing under the laws of its
      jurisdiction of incorporation, with full corporate power and authority to
      conduct its business as it is now being conducted, to own or use the properties
      and assets that it purports to own or use, and to perform all its obligations
      under the Seller Contracts to which it is a party or by which it is bound.




(b)  Subsidiary’s
      jurisdiction of incorporation is Reynosa, Tamaulipas, Mexico and Subsidiary
      is
      not qualified to do business as a foreign corporation in any other jurisdiction.
      Subsidiary is a corporation duly organized, validly existing and in good
      standing under the laws of its jurisdiction of incorporation, with full
      corporate power and authority to conduct its business as it is now being
      conducted, to own or use the properties and assets that it purports to own
      or
      use, and to perform all its obligations under the Contracts to which it is
      a
      party or by which it is bound.




(c)  Subsidiary
      is Seller’s only subsidiary, and neither Seller nor Subsidiary otherwise own any
      shares of capital stock or other securities of any other Person or have the
      power to control another Person.




**3.2**  **Enforceability;
      Authority; No Conflict.** (a) This
      Agreement constitutes the legal, valid and binding obligation of Seller,
      Subsidiary and each Shareholder, enforceable against each of them in accordance
      with its terms. Upon the execution and delivery by Seller, Subsidiary and
      Shareholders of each other agreement to be executed or delivered by any or
      all
      of Seller, Subsidiary and Shareholders at the Closing (collectively, the
“ Seller’s
      Closing Documents ”),
      each
      of Seller’s Closing Documents will constitute the legal, valid and binding
      obligation of each of Seller, Subsidiary and the Shareholders, enforceable
      against each of them in accordance with its terms. Seller and Subsidiary have
      the absolute and unrestricted right, power and authority to execute and deliver
      this Agreement and the Seller’s Closing Documents to which they are a party and
      to perform their obligations under this Agreement and the Seller’s Closing
      Documents, and such actions have been duly authorized by all necessary action
      by
      Seller’s Shareholders and Seller’s and Subsidiary’s boards of directors. Each
      Shareholder has all necessary legal capacity to enter into this Agreement and
      the Seller’s Closing Documents to which such Shareholder is a party and to
      perform his or her obligations hereunder and thereunder.




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(b)  Except
      as
      set forth in Part 3.2(b), neither the execution and delivery of this Agreement
      nor the consummation or performance of any of the Contemplated Transactions
      will, directly or indirectly: (i) violate
      or conflict with any provision of the Governing Documents of Seller or
      Subsidiary; or (ii) constitute a violation of, or be in conflict with, or
      constitute or create a material default under, or result in the creation or
      imposition of any encumbrance upon any property of Seller or Subsidiary pursuant
      to (A) any agreement or instrument to which either Seller or Subsidiary is
      a
      party or by which any of their properties is bound, or (B) any statute,
      judgment, decree, order, regulation or rule of any court or governmental or
      regulatory authority; or (iii) contravene, conflict with or result in a material violation
      or breach of any of the terms or requirements of, or give any Governmental
      Body
      the right to revoke, withdraw, suspend, cancel, terminate or modify, any
      Governmental Authorization that is held by Seller or Subsidiary or that
      otherwise relates to the Assets or to the Business.




(c)  Part
      3.2(c) sets forth all of the Consents that Seller or
      Subsidiary are required
      to obtain from any Person or to give any notice in connection with the execution
      and delivery of this Agreement or the consummation or performance of any of
      the
      Contemplated Transactions.




**3.3**  **Capitalization.** (a)
      The
      authorized equity securities of Seller consist of three million (3,000,000)
      shares of common stock, no par value, of which one million one hundred eight
      thousand (1,108,000) shares are issued and outstanding, all of which are owned
      by Shareholders, as listed in Part 3.3(a) hereto. Shareholders are and will
      be
      on the Closing Date the record and beneficial owners and holders of the shares
      owned by each of them. There are no Contracts relating to the issuance, sale
      or
      transfer of any equity securities or other securities of Seller.




(b)  As
      of the
      date of this Agreement, the authorized equity securities of Subsidiary consist
      of _____ (_______) shares of common stock, no par value, of which one thousand
      (1,000) shares are issued and outstanding, all of which are owned by Seller
      and
      Anton as listed on Part 3.3(b). Seller and Anton are and will be as of the
      Closing Date, the record and beneficial owners and holders of the Subsidiary
      Stock owned by them free and clear of all Encumbrances. No legend or other
      reference to any purported Encumbrance appears upon any certificate representing
      equity securities of Subsidiary. All of the outstanding equity securities of
      the
      Subsidiary have been duly authorized and validly issued and are fully paid
      and
      nonassessable. There are no Contracts relating to the issuance, sale or transfer
      of any equity securities or other securities of Subsidiary.




**3.4**  **Financial
      Statements; Accrued Expenses.**




(a)  *Financial
      Statements.* Seller
      has delivered to Buyers: (i) an unaudited balance sheet of Seller as at October
      29, 2006 (the “ Balance
      Sheet ”),
      and
      the related statements of income, retained earnings and cash flows for the
      fiscal year then ended, and (ii) the compiled consolidated balance sheet of
      Seller as at December 31, 2005 and December 31, 2004, the reviewed
      consolidated balance sheet of Seller as at December 31, 2003, and the related
      compiled or reviewed (as the case may be) consolidated statements of income,
      stockholders’ equity and cash flows for the fiscal years ended together with the
      report thereon of Dunlap & Associates, P.C., independent certified public
      accountants and all other financial statements of Seller or Subsidiary listed
      on
      Part 3.4(a) (together with the Balance Sheet, the “ Financial
      Statements ”).
      The
      Financial Statements are attached hereto as Part 3.4(a). The Financial
      Statements fairly present the financial condition and the results of operations,
      changes in shareholders’ equity and cash flows of Seller as at the respective
      dates of and for the periods referred to in such Financial Statements, all
      in
      accordance with GAAP. The Financial Statements reflect the consistent
      application of such accounting principles throughout the periods involved,
      except as disclosed in the notes to such Financial Statements or as set forth
      in
      Part 3.4(a). The Financial Statements have been prepared from and are in
      accordance with the accounting Records of Seller and Subsidiary in all material
      respects.




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(b)  *Accrued
      Expenses.* Set
      forth
      on Part 3.4(b) is a true and accurate list of Seller’s accrued expenses (net of
      accrued expenses for Commissions (as defined below)) accounted for in accordance
      with GAAP as of the date of this Agreement, which will be supplemented to
      reflect a true and accurate list of accrued expenses (net of accrued expenses
      for Commissions) accounted for in accordance with GAAP at the Closing as of
      the
      Closing Date (the “ Accrued
      Expenses ”).
      Also
      set forth on Part 3.4(b) is a true and accurate list of Seller’s accrued
      commission expense as of March 31, 2007 contingently payable to Seller’s sales
      representatives as so indicated, which will be supplemented to reflect a true
      and accurate list of accrued commissions at the Closing as of the Closing Date
      (collectively, the “ Commissions ”).
      Seller represents that the Commissions are due and payable to the sales
      representatives indicated on Part 3.4(b) pursuant to the terms of the Contracts
      for Power Division Sales Representation entered into by Seller with such sales
      representatives, and assigned to Acquisition Sub pursuant to this Agreement.




**3.5**  **Books
      And Records.** The
      books of account and other financial Records of Seller and Subsidiary, all
      of
      which have been, or will be, made available to Buyers for their inspection,
      at
      the facilities of Seller and Subsidiary, are complete and correct in all
      material respects, to Seller’s Knowledge and Subsidiary’s Knowledge represent
      actual, bona fide transactions, and have been maintained in accordance with
      sound business practices, including the maintenance of an adequate system of
      internal controls. The minute books of Seller and Subsidiary, all of which
      have
      been made available to Buyers for their inspection, at the facilities of Seller
      and Subsidiary, contain accurate and complete Records, in all material respects,
      of all meetings held of, and corporate action taken by, the shareholders, the
      board of directors and committees of the board of directors of Seller and
      Subsidiary, and no meeting of any such shareholders, board of directors or
      committee has been held for which minutes have not been prepared or are not
      contained in such minute books.




**3.6**  **Sufficiency
      Of Assets.** The
      Assets (a) constitute all of the assets, tangible and intangible, of any nature
      whatsoever, necessary to operate Seller’s Business in the manner presently
      operated by Seller and (b) include all of the operating assets of
      Seller. None of
      the Excluded Equipment is necessary to operate the Business as presently being
      conducted. As of the Closing Date, none of the Tangible Personal Property shall
      have moved its physical location from that identified on Part
      3.10(b).




**3.7**  **Real
      Property.** (a)
      Part
      3.7(a) contains a correct and complete legal description and street address
      of
      all real property (including a general description of the improvements thereon)
      that is owned by Seller or Subsidiary or that Seller or Subsidiary have agreed
      (or have an option) to purchase, sell or lease, or that Seller or Subsidiary
      may
      be obligated to purchase, sell or lease to a third party in connection with
      the
      Business and all rights related thereto (the “ Real
      Property ” ).




14




(b)  Part
      3.7(b) contains a complete and correct list of all real property in which Seller
      or Subsidiary have a leasehold interest and an accurate description (by street
      address, name of lessor, date of lease and term expiry date) thereof (the
“ Leased
      Real Property ”).




**3.8**  **Use
      of Real Property.** The
      Real
      Property set forth in Part 3.7(a) and the Leased Real Property set forth in
      Part
      3.7(b) constitutes all of the real property used by Seller or Subsidiary in
      connection with the Business (the “ Facilities ”).
      No
      Person other than Seller or Subsidiary has the right of use or occupancy of
      any
      portion of the Facilities.




**3.9**  **Title
      To Assets; Encumbrances** **.** (a)
      Seller and Subsidiary have good, valid, complete, effective, rightful,
      transferable, indefeasible and marketable title to its estates in the Real
      Property and the Leased Real Property, free and clear of any Encumbrances,
      other
      than those described in Part 3.9(a) (“ Real
      Estate Encumbrances ”).
      True
      and accurate copies of (1) all deeds, existing title insurance policies of
      or
      pertaining to the Real Property and the Leased Real Property in Seller’s or
      Subsidiary’s possession or control, and (2) all instruments, agreements and
      other documents in Seller’s or Subsidiary’s possession or control evidencing,
      creating or constituting any Real Estate Encumbrances have been delivered to
      Buyers. Seller and Subsidiary warrant to Buyers that, at the time of Closing,
      the Real Property shall be free and clear of all Real Estate Encumbrances other
      than those identified on Part 3.9(a) as acceptable to Buyers (“ Permitted
      Real Estate Encumbrances ”).




(b)  Seller
      and Subsidiary have good, valid, complete, effective, rightful, transferable,
      indefeasible and marketable title to all of the Assets (other than the
      Facilities) free and clear of any Encumbrances other than those Encumbrances
      described in Part 3.9(b) (“ Non
      Real Estate Encumbrances ”).
      Seller and Subsidiary warrant to Buyers that, at the time of Closing, all of
      the
      Assets (other than the Facilities) shall be free and clear of all Non Real
      Estate Encumbrances other than those identified on Part 3.9(b) as acceptable
      to
      Buyers (“ Permitted
      Non Real Estate Encumbrances ”
and,
      together with the Permitted Real Estate Encumbrances, “ Permitted
      Encumbrances ”).




**3.10**  **Condition
      Of Assets.** (a) The
      zoning classification of the Facilities permits the intended use for the
      operation of the Business and neither Seller nor Subsidiary have received notice
      of any petition to materially change the zoning or land use designation of
      the
      Facilities or any adjoining parcel of real property. All ingress and egress
      to
      the Facilities, whether of record or currently used by Seller or Subsidiary,
      is
      sufficient for the operation of the Business as presently conducted. To Seller’s
      Knowledge or Subsidiary’s Knowledge, there are no pending or threatened
      condemnation, appropriation, eminent domain or similar proceeding or legislation
      affecting or relating to the Facilities, or the widening, change of grade or
      limitation on use of streets providing access to any Facilities, nor, to
      Seller’s Knowledge or Subsidiary’s Knowledge, are any such proceedings
      contemplated by any Governmental Body. Neither Seller nor Subsidiary have
      received actual notice of, nor does Seller or Subsidiary have any Knowledge
      of,
      any proposed or actual assessments against the Facilities relating to utilities,
      sewers, roadways, other improvements or other similar matters.




15




(b)  Part
      3.10(b) is a true and complete list, in all material respects, of Seller’s
      Tangible Personal Property (excluding the Excluded Equipment). Each item of
      Tangible Personal Property is in good repair and good operating condition,
      ordinary wear and tear excepted, is suitable for immediate use in the Ordinary
      Course of Business and, to Seller’s Knowledge and Subsidiary’s Knowledge, is
      free from latent and patent defects. No item of Tangible Personal Property
      is in
      need of repair or replacement other than as part of routine maintenance in
      the
      Ordinary Course of Business. All Tangible Personal Property used in the Business
      is in the possession of Seller or Subsidiary.




**3.11**  **Accounts
      Receivable.** Except
      as
      set forth in Part 3.11, to Seller’s Knowledge and Subsidiary’s Knowledge, all
      Accounts Receivable that are reflected on the Balance Sheet or on the accounting
      Records of Seller or Subsidiary as of the Closing Date or on the Closing Date
      Balance Sheet represent or will represent valid obligations arising from sales
      actually made or services actually performed by Seller or Subsidiary in the
      Ordinary Course of Business. Except to the extent paid prior to or on the
      Closing Date, such Accounts Receivable are or will be as of the Closing Date
      current and collectible within ninety (90) days after the day on which it first
      becomes due and payable. Except as set forth in Part 3.11, to Seller’s Knowledge
      and Subsidiary’s Knowledge, there is no contest, claim, defense or right of
      setoff, other than returns in the Ordinary Course of Business of Seller or
      Subsidiary, under any Contract with any account debtor of an Account Receivable
      relating to the amount or validity of such Account Receivable. Part 3.11
      contains a complete and accurate list, in all material respects, of all Accounts
      Receivable as of the date of this Agreement, which list sets forth the aging
      of
      each such Account Receivable and
      will
      be supplemented at Closing as of the Closing Date.




**3.12**  **Inventories.** All
      items included in the Inventories consist of a quality and quantity usable
      and,
      with respect to finished goods, saleable, in the Ordinary Course of Business
      of
      Seller and Subsidiary except for obsolete items and items of below-standard
      quality, all of which have been written off or written down to net realizable
      value in the Balance Sheet or on the accounting Records of Seller and Subsidiary
      as of the Closing Date, as the case may be. All of the Inventories have been
      valued at the lower of cost or market value on a first in, first out basis.
      Inventories now on hand that were purchased after the date of the Balance Sheet
      were purchased in the Ordinary Course of Business of Seller and Subsidiary
      at a
      cost not exceeding market prices prevailing at the time of purchase. The
      quantities of each item of Inventories (whether raw materials, work-in-process
      or finished goods) are not excessive but are reasonable in the present
      circumstances of Seller and Subsidiary. Work-in-process Inventories are now
      valued, and will be valued on the Closing Date, according to GAAP .




**3.13**  **No
      Undisclosed Liabilities.** Except
      as
      set forth in Part 3.13, to Seller’s Knowledge and Subsidiary’s Knowledge,
      Neither Seller nor Subsidiary have any Liabilities except for Liabilities
      reflected or reserved against in the Financial Statements and current
      liabilities incurred in the Ordinary Course of Business of Seller and Subsidiary
      since the date of the Consolidated Financial Report, dated January 8, 2007
      for
      the period ending December 31, 2006.




16




**3.14**  **Taxes.**




(a)  *Tax
      Returns Filed and Taxes Paid.* Seller
      and Subsidiary have filed or caused to be filed on a timely basis all Tax
      Returns and all reports, or have timely applied for extensions of time in which
      to file such Tax Returns and reports, with respect to Taxes that are or were
      required to be filed pursuant to applicable Legal Requirements. To Seller’s and
      Subsidiary’s Knowledge, all Tax Returns and reports filed by Seller and
      Subsidiary are true, correct and complete in all material respects. Seller
      and
      Subsidiary have paid, or made provision for the payment of, all Taxes that
      have
      or may have become due for all periods covered by the Tax Returns or otherwise,
      or pursuant to any assessment received by Seller and Subsidiary, except such
      Taxes, if any, as are listed in Part 3.14(a) and are being contested in good
      faith and as to which adequate reserves (determined in accordance with GAAP)
      have been or will be provided in the Balance Sheet or in the accounting Records
      of Seller and Subsidiary as of the Closing Date or on the Closing Date Balance
      Sheet. Except as provided in Part 3.14(a), neither Seller nor Subsidiary
      currently are the beneficiary of any extension of time within which to file
      any
      Tax Return. To Seller’s and Subsidiary’s Knowledge, no claim is expected to be
      made by any Governmental Body in a jurisdiction where either Seller or
      Subsidiary do not file Tax Returns that either of them is or may be subject
      to
      taxation by that jurisdiction. There are no Encumbrances on any of the Assets
      that arose in connection with any failure (or alleged failure) to pay any Tax,
      and Seller and Subsidiary have no Knowledge of any basis for assertion of any
      claims attributable to Taxes which, if adversely determined, would result in
      any
      such Encumbrance.




(b)  *Proper
      Accrual.* The
      charges, accruals and reserves with respect to Taxes on the Records of Seller
      and Subsidiary are adequate or, as of the Closing Date, will be adequate
      (determined in accordance with GAAP) and are or will be at least equal to
      Seller’s current liability for Taxes. To Seller’s Knowledge and Subsidiary’s
      Knowledge, there exists no proposed tax assessment or deficiency against Seller
      or Subsidiary.




(c)  *Specific
      Potential Tax Liabilities and Tax Situations* .
      All
      Taxes that Seller and Subsidiary are or were required by Legal Requirements
      to
      withhold, deduct or collect have been duly withheld, deducted and collected
      and,
      to the extent required, have been paid to the proper Governmental Body or other
      Person.




**3.15**  **No
      Material Adverse Change.** Except
      as
      set forth in Part 3.15, since the date of the Balance Sheet, to Seller’s
      Knowledge and Subsidiary’s Knowledge, there has not been any material adverse
      change in the business, operations, prospects, customer relations, assets,
      results of operations or condition (financial or other) of Seller or Subsidiary,
      and no event has occurred or circumstance exists that may result in such a
      material adverse change.




**3.16**  **Employee
      Benefits.**




(a)  Part
      3.16(a) sets forth Seller’s and Subsidiary’s “employee benefit plans” as defined
      by Section 3(3) of ERISA or specified fringe benefit plans as defined in Section
      6039D of the Code, and all other bonus, incentive compensation,
      deferred-compensation, profit-sharing, stock-option, stock appreciation-right,
      stock-bonus, stock-purchase, employee-stock-ownership, savings, severance,
      change-in-control, supplemental-unemployment, layoff, salary-continuation,
      retirement, pension, health, life-insurance, disability, accident,
      group-insurance, vacation, holiday, sick-leave, fringe-benefit or welfare plan,
      and any other employee compensation or benefit plan, agreement, policy,
      practice, commitment, contract or understanding (whether qualified or
      nonqualified, currently effective or terminated, written or unwritten) and
      any
      trust, escrow or other agreement related thereto that (i) is maintained or
      contributed to by Seller or Subsidiary or any other corporation or trade or
      business controlled by, controlling or under common control with Seller (within
      the meaning of Section 414 of the Code or Section 4001 (a) (14) or 4001(b)
      of
      ERISA) (“ ERISA
      Affiliate ”)
      or has
      been maintained or contributed to in the last six (6) years by Seller or any
      ERISA Affiliate, or with respect to which Seller or any ERISA Affiliate has
      or
      may have any liability, and (ii) provides benefits, or describes policies or
      procedures applicable to any current or former director, officer, employee
      or
      service provider of Seller or any ERISA Affiliate, or the dependents of any
      thereof, regardless of how (or whether) liabilities for the provision of
      benefits are accrued or assets are acquired or dedicated with respect to the
      funding thereof (collectively, the “ Employee
      Plans ”).




17




(b)  With
      respect to each Employee Plan, to the extent applicable and except as may be
      provided in Part 3.16(b):




(i)  To
      Seller’s and Subsidiary’s Knowledge, each Employee Plan, the administrator and
      fiduciaries of each Employee Plan, and Seller and Subsidiary have complied
      in
      all material respects with the applicable requirements of ERISA (including,
      but
      not limited to, the fiduciary responsibilities imposed by Part 4 of
      Title I, Subtitle B of ERISA), the Code and any other applicable rules
      and regulations governing each Employee Plan, and to Seller’s and Subsidiary’s
      Knowledge each Employee Plan has at all times been properly administered in
      compliance in all material respects with its terms and in accordance in all
      material respects with all such rules and regulations;




(ii)  Each
      Employee Plan intended to qualify under Code Section 401(a) is the subject
      of a
      favorable, unrevoked determination letter issued by the IRS as to its qualified
      status under the Code upon which Seller may still rely, and to Seller’s and
      Subsidiary’s Knowledge no circumstances have occurred that would reasonably be
      expected to adversely affect the tax-qualified status of any such Employee
      Plan;
      and




(c)  There
      is
      no matter pending (other than routine determination letter filings) with respect
      to any Employee Plan before the Internal Revenue Service, the Department of
      Labor, the Securities and Exchange Commission, the Pension Benefit Guaranty
      Corporation or any other federal or state government agency.




**3.17**
            **Compliance
                With Legal Requirements; Governmental
                Authorizations.**




(a)  Except
      as
      set forth in Part 3.17(a), to Seller’s Knowledge and Subsidiary’s Knowledge,
      Seller and Subsidiary have complied in all material respects with and are in
      compliance in all material respects with (i) all Legal Requirements
      applicable to Seller, Subsidiary or any of their properties, and (ii) all
      unwaived terms and provisions of all Seller Contracts listed in Part 3.20(a)
      (other than those Seller Contracts listed in Part 2.2(f)) to which Seller or
      Subsidiary are a party, or by which Seller, Subsidiary or any of their
      properties are subject. Except as set forth in Part 3.17(a), to Seller’s
      Knowledge and Subsidiary’s Knowledge, neither Seller nor Subsidiary have
      committed, been charged with, or been under investigation with respect to,
      nor,
      to Seller’s Knowledge and Subsidiary’s Knowledge, does there exist, any
      violation of any provision of any federal, state or local law or administrative
      regulation in respect of Seller, Subsidiary or any of their
      properties.




18




(b)  Part
      3.17(b) contains a complete and accurate list of each Governmental Authorization
      that is held by Seller or Subsidiary or that otherwise relates to Seller’s
      Business or the Assets. **** Each
      Governmental Authorization listed or required to be listed in Part 3.17(b)
      is
      valid and in full force and effect. To Seller’s and Subsidiary’s Knowledge,
      Seller and Subsidiary are, and at all times since January 1, 2004, have been,
      in
      full compliance with all of the terms and requirements of each Governmental
      Authorization identified or required to be identified in Part 3.17(b). The
      Governmental Authorizations identified on Part 3.17(b) collectively constitute
      all of the Governmental Authorizations necessary to permit Seller and Subsidiary
      to lawfully conduct and operate the Business in the manner in which it currently
      conducts and operates such Business and to permit Seller and Subsidiary to
      own
      and use the Assets in the manner in which it currently owns and uses such
      Assets.




(c)  Part
      3.17(c) contains a complete and accurate list of each Certification that is
      held
      by Seller or Subsidiary with respect to the Business. Seller and Subsidiary
      have
      all Certifications that are required to carry on the Business as presently
      conducted and to offer and sell their services and products. All such
      Certifications are in full force and effect and, to Seller’s and Subsidiary’s
      Knowledge, no suspension or cancellation of any such Certifications is
      threatened. Attached to Part 3.17(c) are copies of product specification sheets
      for Seller’s current products. To Seller’s Knowledge, all technical
      specifications and certifications contained on such product specification sheets
      are true and accurate in all material respects; provided, however, that all
      such
      specifications are subject to change.




**3.18**  **Legal
      Proceedings; Orders.** **** Except
      as
      set forth in Part 3.18, to Seller’s Knowledge and Subsidiary’s Knowledge, there
      is no pending or threatened Proceeding or Order by or against Seller or
      Subsidiary or that otherwise relates to or may affect the Business of, or any
      of
      the Assets owned, or used by, Seller or Subsidiary in the Business; or that
      challenges, or that may have the effect of preventing, delaying, making illegal
      or otherwise interfering with, any of the Contemplated
      Transactions.




**3.19**  **Absence
      Of Certain Changes And Events.** **** Except
      as
      set forth in Part 3.19, since the date of the Balance Sheet, Seller and
      Subsidiary have conducted their business only in the Ordinary Course of Business
      and there has not been any: (a) payment or increase by Seller or Subsidiary
      of
      any bonuses, salaries or other compensation to any shareholder, director,
      officer or employee or entry into any employment, severance or similar Contract
      with any director, officer or employee (except in the ordinary course of
      business); (b) adoption of, amendment to or increase in the payments to or
      benefits under, any Employee Plan; (c) damage to or destruction or loss of
      any
      Asset, whether or not covered by insurance; (d) entry into, termination of
      or
      receipt of notice of termination of (i) except in the Ordinary Course of
      Business, any Contract to which Seller or Subsidiary is a party, or (ii) except
      in the Ordinary Course of Business, any Contract or transaction involving a
      total remaining commitment by Seller or Subsidiary of at least $5,000; (e)
      sale
      (other than sales of Inventories in the ordinary course of business), lease
      or
      other disposition of any Asset or property of Seller or Subsidiary (including
      the Intellectual Property Rights) or the creation of any Encumbrance on any
      Asset; (f) indication by any customer or supplier of an intention to discontinue
      or change the terms of its relationship with Seller or Subsidiary; (g) material
      change in the accounting methods used by Seller or Subsidiary; or (h) execution
      of any Contract by Seller or Subsidiary to do any of the foregoing.




19




**3.20**  **Contracts;
      No Defaults.**  (a) Part
      3.20(a) contains an accurate and complete list in all material respects, and
      Seller has delivered to Buyers accurate and complete copies (or in the case
      of
      oral Contracts a summary of such Contract), of each material Contract to which
      Seller or Subsidiary is a party or by which Seller, Subsidiary or any of their
      properties are subject, except contracts entered into in the Ordinary Course
      of
      Business after the date of this Agreement and prior to the Closing
      Date. ****




(b)  Except
      as
      set forth in Part 3.20(b): (i) Seller and Subsidiary are in material compliance
      with all applicable terms and requirements of each Seller Contract which is
      being assumed by Buyer or Acquisition Sub, as the case may be; (ii) each other
      Person that has or had any obligation or liability under any Seller Contract
      which is being assigned to and assumed by Buyer or Acquisition Sub, as the
      case
      may be, is in full compliance, in all material respects, with all applicable
      terms and requirements of such Contract; (iii) each Contract identified or
      required to be identified in Part 3.20(a) and which is to be assigned to or
      assumed by Buyer or Acquisition Sub, as the case may be, under this Agreement
      is
      in full force and effect and is valid and enforceable in accordance with its
      terms; (iv) each Contract identified or required to be identified in Part
      3.20(a) and which is being assigned to and assumed by Buyer or Acquisition
      Sub,
      as the case may be, is assignable by Seller or Subsidiary to Buyer or
      Acquisition Sub, as the case may be, without the consent of any other Person;
      (v) to Seller’s Knowledge or Subsidiary’s Knowledge, no Contract identified or
      required to be identified in Part 3.20(a) and which is to be assigned to and
      assumed by Buyer or Acquisition Sub, as the case may be, under this Agreement
      will upon completion or performance thereof have a material adverse affect
      on
      the Business or Assets of Seller or, to Seller’s Knowledge or Subsidiary’s
      Knowledge, the business proposed to be conducted by Buyer or Acquisition Sub,
      as
      the case may be, with the Assets; (vi) to Seller’s Knowledge and Subsidiary’s
      Knowledge, no event has occurred or circumstance exists that (with or without
      notice or lapse of time) may contravene, conflict with or result in a material
      Breach of, or give Seller or Subsidiary or other Person the right to declare
      a
      material default or exercise any remedy under, or to accelerate the maturity
      or
      performance of, or payment under, or to cancel, terminate or modify, any Seller
      Contract that is being assigned to and assumed by Buyer or Acquisition Sub,
      as
      the case may be; (vii) to Seller’s Knowledge and Subsidiary’s Knowledge, no
      event has occurred or circumstance exists under or by virtue of any Contract
      that (with or without notice or lapse of time) would cause the creation of
      any
      Encumbrance affecting any of the Assets; and (viii) Seller and Subsidiary have
      not given to or received from any other Person any notice or other communication
      (whether oral or written) regarding any actual, alleged, possible or potential
      material violation or Breach of, or material default under, any Contract which
      is being assigned to and assumed by Buyer or Acquisition Sub, as the case may
      be.




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**3.21**  **Insurance.** Part
      3.21
      lists each insurance policy (including policies providing property, casualty,
      liability, product liability and workers’ compensation coverage and bond and
      surety arrangements) to which Seller or Subsidiary is a party and which relate
      to the conduct of the Business from the Facilities. Part 3.21 contains a summary
      of all claims submitted, pending or paid under such policies within the past
      five (5) years. With respect to each such insurance policy, (a) the policy
      is legal, valid, binding, enforceable in accordance with its terms and in full
      force and effect; (b) neither Seller, Subsidiary nor any other party to the
      policy is in breach or default, in any material respect (including with respect
      to the payment of premiums or the giving of notices), and no event has occurred
      which, with notice or lapse of time, would constitute such a material breach
      or
      default, or permit termination, modification or acceleration, under the policy;
      (c) no party to the policy has repudiated any provision thereof; and
      (d) up to the Closing Date, the policy and the insurance coverage provided
      by the policy will be maintained in full force and effect and will not be
      canceled, modified or changed without the prior written consent of
      Buyers.




**3.22**  **Environmental
      Matters** .
      Except
      as disclosed in Part 3.22:




(a)  To
      Seller’s Knowledge and Subsidiary’s Knowledge, Seller and Subsidiary have
      complied and are in compliance in all material respects with all Environmental,
      Health, and Safety Requirements.




(b)  To
      Seller’s Knowledge and Subsidiary’s Knowledge, without limiting the generality
      of the foregoing, Seller and Subsidiary have obtained and complied with, and
      are
      in compliance with, in all material respects, all permits, licenses and other
      authorizations that are required pursuant to Environmental, Health, and Safety
      Requirements for the occupation of the Facilities and the operation of the
      Business; a list of all such permits, licenses and other authorizations is
      set
      forth in Part 3.22.




(c)  To
      Seller’s Knowledge and Subsidiary’s Knowledge, Seller and Subsidiary have not
      received any written or oral notice, report or other information regarding
      any
      actual or alleged violation of Environmental, Health, and Safety Requirements,
      or any liabilities or potential liabilities (whether accrued, absolute,
      contingent, unliquidated or otherwise), including any investigatory, remedial
      or
      corrective obligations, relating to any of them or its Facilities arising under
      Environmental, Health, and Safety Requirements.




(d)  To
      Seller’s Knowledge and Subsidiary’s Knowledge, none of the following exists at
      any property or Facility owned or operated by Seller or Subsidiary: (1)
      underground storage tanks, (2) asbestos-containing material in any form or
      condition, (3) materials or equipment containing polychlorinated biphenyls,
      or
      (4) landfills, surface impoundments, or disposal areas.




(e)  To
      Seller’s Knowledge and Subsidiary’s Knowledge, Seller and Subsidiary have not
      treated, stored, disposed of, arranged for or permitted the disposal of,
      transported, handled, or released any substance, including without limitation
      any Hazardous Material, or owned or operated any property or facility (and
      no
      such property or facility is contaminated by any such substance) in a manner
      that has given or would give rise to liabilities, including any liability for
      response costs, corrective action costs, personal inju ry,
      property damage, natural resources damages or attorney fees, pursuant to the
      Comprehensive Environmental Response, Compensation and Liability Act of 1980,
      as
      amended (“CERCLA”),
      the
      Solid Waste Disposal Act, as amended (“SWDA”)
      or any
      other Environmental, Health, and Safety Requirements.




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(f)  To
      Seller’s Knowledge, Seller has delivered to Buyers copies of all material
      documents and information in its possession or under its control relating to
      its
      status as a PRP for the North Penn Area 6 Superfund Site and the North Penn
      Area
      7 Superfund Site.




**3.23**  **Employees.**




(a)  Part
      3.23
      (a) contains a complete and accurate list of the following information for
      each
      current employee, independent contractor, consultant and agent of Seller and
      Subsidiary, including each employee on leave of absence or layoff status:
      employer; employee name; job title; current compensation paid or payable and
      date of last increase; sick and vacation leave that is accrued but unused;
      and
      service credited for purposes of vesting and eligibility to participate under
      any Employee Plan, or any other employee or director benefit plan.




(b)  Neither
      Seller nor Subsidiary have violated the Worker Adjustment and Retraining
      Notification Act (the “ WARN
      Act ”)
      or, to
      Seller’s Knowledge and Subsidiary’s Knowledge, any similar state or local Legal
      Requirement. During the ninety (90) day period prior to the date of this
      Agreement, neither Seller nor Subsidiary have terminated any employees.




(c)  Except
      as
      set forth in Part 3.23(c), to Seller’s Knowledge and Subsidiary’s Knowledge, no
      officer, director, agent, employee, consultant, or contractor of Seller or
      Subsidiary **** is
      bound
      by any Contract that purports to limit the ability of such officer, director,
      agent, employee, consultant, or contractor (i) to engage in or continue or
      perform any conduct, activity, duties or practice relating to the Business
      of
      Seller, or (ii) to assign to Seller or to any other Person any rights to any
      invention, improvement, or discovery. To Seller’s Knowledge and Subsidiary’s
      Knowledge, no former or current employee of Seller or Subsidiary **** is
      a
      party to, or is otherwise bound by, any Contract that in any way adversely
      affected, affects, or will affect the ability of Seller, Subsidiary or Buyers
      to
      conduct the Business as heretofore carried on by Seller and
      Subsidiary.




**3.24**  **Labor
      Disputes; Compliance.** (a)
      Seller and Subsidiary have complied in all material respects with all Legal
      Requirements relating to employment practices, terms and conditions of
      employment, equal employment opportunity, nondiscrimination, immigration, wages,
      hours, benefits, collective bargaining requirements, the payment of social
      security and similar Taxes and occupational safety and health. Neither Seller
      nor Subsidiary is liable for the payment of any Taxes, fines, penalties, or
      other amounts, however designated, for failure to comply with any of the
      foregoing Legal Requirements.




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(b)  Except
      as
      set forth in Part 3.24(b): (i) neither Seller nor Subsidiary have been, and
      are
      not now, a party to any collective bargaining agreement or other labor contract;
      (ii) since January 1, 2005, there has not been, there is not presently pending
      or existing, and to Seller’s Knowledge and Subsidiary’s Knowledge there is not
      threatened, any strike, slowdown, picketing, work stoppage or employee grievance
      process involving Seller or Subsidiary ; (iii) to Seller’s Knowledge and
      Subsidiary’s Knowledge, no event has occurred or circumstance exists that could
      provide the basis for any such work stoppage or other labor dispute; (iv) there
      is not pending or, to Seller’s Knowledge and Subsidiary’s Knowledge, threatened
      against or affecting Seller or Subsidiary any Proceeding relating to the alleged
      violation of any Legal Requirement pertaining to labor relations or employment
      matters, including any charge or complaint filed with the National Labor
      Relations Board or any comparable Governmental Body, and there is no
      organizational activity or other labor dispute against or affecting Seller,
      Subsidiary or the Facilities; (v) no application or petition for an election
      of
      or for certification of a collective bargaining agent is pending; (vi) no
      grievance or arbitration Proceeding exists that might have an adverse effect
      upon Seller, Subsidiary or the conduct of the Business; (vii) there is no
      lockout of any employees by Seller or Subsidiary, and no such action is
      contemplated by Seller or Subsidiary; and (viii) to Seller’s Knowledge, there
      has been no charge of discrimination filed against or threatened against Seller
      or Subsidiary with the Equal Employment Opportunity Commission or similar
      Governmental Body.




**3.25**  **Intellectual
      Property Matters.** Part
      3.25(a) sets forth and identifies all Intellectual Property Rights that are
      not
      solely and exclusively owned by Seller or Subsidiary, including intellectual
      property licenses, teaming agreements and Intellectual Property Rights that
      are
      jointly owned or jointly developed. Part 3.25(b) contains a list of all
      Intellectual Property Rights, including trademarks, service marks and trade
      names along with all registrations therefor and applications for registration
      thereof, patents and patent applications and registered copyrights owned by
      Seller or Subsidiary. Seller has provided to Buyers correct and complete copies,
      in all material respects, of all patents, copyright and trademark registrations,
      licenses, agreements and other written documentation related to, or evidencing
      Seller’s or Subsidiary’s ownership or right to use, the Intellectual Property
      set forth on Part 3.25(b). Except as set forth in Part 3.25(b): Seller and/or
      Subsidiary are the sole and exclusive owners of and possesses all right, title,
      and interest in and to, the Intellectual Property Rights, free and clear of
      any
      Encumbrance, except Permitted Encumbrances. The legality, validity,
      enforceability, ownership, or use of or right to the use of the Intellectual
      Property Rights by Seller and Subsidiary has not been, nor is currently being
      challenged, interfered with, or, to Seller’s Knowledge and Subsidiary’s
      Knowledge, infringed upon, and to Seller’s Knowledge and Subsidiary’s Knowledge,
      it is not subject to any such challenge. Except as provided in Part 3.25, Seller
      and Subsidiary have taken all reasonably necessary action to maintain and
      protect the Intellectual Property Rights and will continue to maintain those
      rights prior to the Closing so as not to adversely affect the validity or
      enforcement of the Intellectual Property Rights. To Seller’s Knowledge and
      Subsidiary’s Knowledge, Seller’s and Subsidiary’s Intellectual Property Rights
      have not been, and neither Seller nor Subsidiary have, interfered with,
      infringed upon, misappropriated or otherwise violated any intellectual property
      rights of any third party. If prior consent from third parties is necessary
      to
      transfer any rights of Seller or Subsidiary in any intellectual property
      licenses or any Intellectual Property Rights, Seller will obtain such consents
      so that the intellectual property licenses and the Intellectual Property Rights
      will be available for use or owned, as applicable, by Buyers from and after
      the
      Closing on identical terms and conditions as are applicable to Seller and
      Subsidiary prior to the Closing without the imposition of any additional
      condition or obligation on Buyers, the Business or the Assets. The transactions
      contemplated by this Agreement or the Contemplated Transactions will not give
      rise to any Encumbrance on Buyers’ rights, title and interest in and to, or the
      valid and enforceable license to use, as the case may be, the Intellectual
      Property Rights transferred at the Closing, except Permitted
      Encumbrances.




23




**3.26**  **Relationships
      with Related Persons.** Except
      as disclosed in Part 3.26, neither Seller nor Subsidiary nor a Related Person
      of
      Seller or Subsidiary nor any Shareholder currently has any interest in any
      property (whether real, personal or mixed and whether tangible or intangible)
      used in or pertaining to the Business as currently conducted. Neither Seller
      nor
      Subsidiary nor a Related Person of Seller or Subsidiary nor any Shareholder
      has
      owned of record or as a beneficial owner, an equity interest or any other
      financial or profit interest in any Person that has (a) had business dealings
      or
      a material financial interest in any transaction with Seller or Subsidiary
      other
      than business dealings or transactions disclosed in Part 3.26, each of which
      has
      been conducted in the Ordinary Course of Business with Seller or Subsidiary
      at
      substantially prevailing market prices and on substantially prevailing market
      terms, or (b) engaged in competition with Seller or Subsidiary with respect
      to
      any line of the products or services of Seller or Subsidiary (a “ Competing
      Business ”)
      in any
      market presently served by Seller or Subsidiary, except for the ownership of
      less than five percent (5%) of the outstanding capital stock of any Competing
      Business. Except as set forth in Part 3.26, neither Seller nor Subsidiary nor
      a
      Related Person of Seller nor any Shareholder is a party to any Contract with,
      or
      has any claim or right against, Seller or Subsidiary.




**3.27**  **Brokers
      Or Finders.** Seller
      shall be responsible for any fees and expenses owed to Tannenbaum & Aalok
      related to the Closing. Except for Tannenbaum & Aalok, **** neither
      Seller, Subsidiary nor any of its Representatives have incurred any obligation
      or liability, contingent or otherwise, for brokerage or finders’ fees or agents’
commissions or other similar payments in connection with the sale of Seller’s
      Business, the Subsidiary Stock or the Assets or the Contemplated
      Transactions.




**3.28**  **Disclosure.** No
      representation or warranty or other statement made by Seller, Subsidiary or
      a
      Shareholder in this Agreement, the Disclosure Letter, any supplement to the
      Disclosure Letter, the certificates delivered pursuant to Section 2.7(a) or
      otherwise in connection with the Contemplated Transactions contains any untrue
      statement of a material fact or omits to state a material fact necessary to
      make
      any of them, in light of the circumstances in which it was made, not
      misleading.




**ARTICLE
      IV**


**REPRESENTATIONS
      AND WARRANTIES OF BUYER** **S**




Buyers
      represent and warrant to Seller and Shareholders as follows:




**4.1**  **Organization
      And Good Standing.** (a)
      Buyer is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware, with full power and authority to
      conduct its business as it is now conducted and as contemplated to be conducted
      following the Closing.




(b)  Acquisition
      Sub is a limited liability company duly organized, validly existing and in
      good
      standing under the laws of the State of Delaware, with full power and authority
      to conduct its business as it is now conducted and as contemplated to be
      conducted following the Closing. As of
      the Closing Date, Acquisition Sub shall be qualified to do business in the
      Commonwealth of Pennsylvania.




24




**4.2**  **Authority;
      No Conflict.** (a) This
      Agreement constitutes the legal, valid and binding obligation of Buyers,
      enforceable against Buyers in accordance with its terms. Upon the execution
      and
      delivery by Buyers of this Agreement and all agreements and instruments required
      to be executed or delivered by Buyers at Closing (collectively, the
“ Buyers’
      Closing Documents ”),
      each
      of the Buyers’ Closing Documents will constitute the legal, valid and binding
      obligation of Buyers, enforceable against Buyers in accordance with its
      respective terms. Buyers have the absolute and unrestricted right, power and
      authority to execute and deliver this Agreement and the Buyers’ Closing
      Documents and to perform its obligations under this Agreement and the Buyers’
Closing Documents, and such action has been duly authorized by all necessary
      corporate or limited liability company action.




(b)  Neither
      the execution and delivery of this Agreement by Buyers nor the consummation
      or
      performance of any of the Contemplated Transactions by Buyers will give any
      Person the right to prevent, delay or otherwise interfere with any of the
      Contemplated Transactions pursuant to: (i) any provision of Buyers’ Governing
      Documents; (ii) any resolution adopted by the managers or the members of Buyers;
      (iii) any Legal Requirement or Order to which Buyers may be subject; or (iv)
      any
      Contract to which Buyers are a party or by which Buyers may be bound. Buyers
      are
      not and will not be required to obtain any Consent from any Person in connection
      with the execution and delivery of this Agreement or the consummation or
      performance of any of the Contemplated Transactions.




**4.3**  **Certain
      Proceedings.** There
      is
      no pending Proceeding that has been commenced against Buyers and that
      challenges, that may have the effect of preventing, delaying, making illegal
      or
      otherwise interfering with, any of the Contemplated Transactions, or that might
      materially and adversely affect the performance by Buyers of their obligations
      under this Agreement or the payment of any sum due hereunder. To Buyers’
Knowledge, no such Proceeding has been threatened.




**4.4**  **Brokers
      Or Finders.** Neither
      Buyers nor any of their Representatives have incurred any obligation or
      liability, contingent or otherwise, for brokerage or finders’ fees or agents’
commissions or other similar payment in connection with the Contemplated
      Transactions.




**4.5**  **Disclosure.** No
      representation or warranty or other statement made by Buyers in this Agreement,
      the certificates delivered pursuant to Section 2.7(b) or otherwise in connection
      with the Contemplated Transactions contains any untrue statement of a material
      fact or omits to state a material fact necessary to make any of them, in light
      of the circumstances in which it was made, not misleading.




**ARTICLE
      V**


**COVENANTS
      OF SELLER AND SUBSIDIARY PRIOR TO CLOSING**




**5.1**  **Access
      And Investigation.** Between
      the date of this Agreement and the Closing Date, and upon reasonable advance
      notice received from Buyers, Seller and Subsidiary shall (and Shareholders
      shall
      cause Seller and Subsidiary to) (a) afford Buyers and their Representatives
      and
      prospective lenders and their Representatives (collectively, “ Buyer
      Group ”)
      full
      and free access, at a time mutually convenient to Buyers and Seller, during
      Seller’s and Subsidiary’s normal business hours, to Seller’s and Subsidiary’s
      personnel, properties (including subsurface testing), Contracts, Governmental
      Authorizations, books and Records and other documents and data, such rights
      of
      access to be exercised in a manner that does not unreasonably interfere with
      the
      operations of Seller or Subsidiary; (b) furnish Buyer Group with copies of
      all
      such Contracts, Governmental Authorizations, books and Records and other
      existing documents and data as Buyers may reasonably request; (c) furnish Buyer
      Group with such additional financial, operating and other relevant data and
      information as Buyers may reasonably request; and (d) otherwise cooperate and
      assist, to the extent reasonably requested by Buyers, with Buyers’ investigation
      of the properties, assets and financial condition related to Seller and
      Subsidiary. In addition, Buyers shall have the right to have the Facilities
      and
      Tangible Personal Property inspected by Buyer Group for purposes of determining
      the physical condition and legal characteristics of the Facilities and Tangible
      Personal Property. In the event subsurface or other destructive testing is
      recommended by any of Buyer Group, Buyer shall be permitted to have the same
      performed, at Buyers’ sole cost and expense, pursuant to Section 5.10
      below.




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**5.2**  **Operation
      Of The Business Of Seller and Subsidiary.** Between
      the date of this Agreement and the Closing, Seller and Subsidiary will continue
      to carry on the Business in the usual and ordinary course and in substantially
      the same manner as conducted prior to the date hereof (understanding that over
      the last several years, Seller’s and Subsidiary’s business has undergone change
      and the financial performance has trended down). Without limiting the generality
      of the foregoing, Seller and Subsidiary shall maintain and keep its properties
      in good condition and repair, ordinary wear and tear excepted, keep in full
      force and effect its insurance coverage, continue advertising its business
      in
      accordance with past practice, maintain in effect all of its leases, use all
      reasonable efforts to maintain in accordance with good business practice its
      present employees and its relationships with its suppliers and customers so
      that
      they will be preserved for Buyers after the Closing, maintain its Inventories
      at
      levels consistent with its past practices, and continue to pay its accounts
      payable in a manner consistent with its past practices. In addition, without
      the
      prior written consent of Buyers, Seller and Subsidiary shall not issue any
      shares of capital stock (or securities convertible into capital stock), increase
      the compensation or benefits available to employees, declare bonuses or incur
      any obligation or liability, or enter into any transaction not in the usual
      and
      ordinary course of business.




**5.3**  **Negative
      Covenant.** Except
      as
      otherwise expressly permitted herein, between the date of this Agreement and
      the
      Closing Date, Seller and Subsidiary shall not, and Shareholders shall not permit
      Seller or Subsidiary to, without the prior written Consent of Buyers, (a) take
      any affirmative action, or fail to take any reasonable action within its
      control, as a result of which any of the changes or events listed in Sections
      3.15 or 3.19 would be likely to occur; (b) make any modification to any material
      Contract or Governmental Authorization; (c) allow the levels of raw materials,
      supplies or other materials included in the Inventories to vary materially
      from
      the levels customarily maintained; or (d) enter into any compromise or
      settlement of any litigation, proceeding or governmental investigation relating
      to the Assets, the Business or the Assumed Liabilities.




**5.4**  **Required
      Approvals.** As
      promptly as reasonably practicable after the date of this Agreement, Seller
      and
      Subsidiary shall make all filings required by Legal Requirements to be made
      by
      them in order to consummate the Contemplated Transactions. Seller, Subsidiary
      and Anton also shall cooperate with Buyers and their Representatives with
      respect to all filings that Buyers elects to make or, pursuant to Legal
      Requirements, shall be required to make in connection with the Contemplated
      Transactions. Seller, Subsidiary and Anton also shall use best reasonable
      efforts in obtaining all Consents.




26




**5.5**  **Notification.** Between
      the date of this Agreement and the Closing, Seller, Subsidiary and Anton shall
      promptly notify Buyers in writing if any of them becomes aware of (a) any fact
      or condition that causes or constitutes a Breach of any of Seller’s,
      Subsidiary’s or Anton’s representations and warranties made as of the date of
      this Agreement or (b) the occurrence after the date of this Agreement of any
      fact or condition that would or be reasonably likely to (except as expressly
      contemplated by this Agreement) cause or constitute a Breach of any ** such
      representation or warranty had that representation or warranty been made as
      of
      the time of the occurrence of, or Seller’s, Subsidiary’s or Anton’s discovery
      of, such fact or condition. Should any such fact or condition require any change
      to the Disclosure Letter, Seller shall promptly deliver to Buyers a supplement
      to the Disclosure Letter specifying such change. Such delivery shall not affect
      any rights of Buyers under Section 9.2 and Article XI. During the same period,
      Seller, Subsidiary and Anton also shall promptly notify Buyers of the occurrence
      of any material Breach of any covenant of Seller, Subsidiary or Anton in this
      Article 5 or of the occurrence of any event that may make the satisfaction
      of
      the conditions in Article 7 impossible or unlikely.




**5.6**  **No
      Negotiation.** Until
      such time as this Agreement shall be terminated pursuant to Section 9.1, neither
      Seller nor Subsidiary nor any Shareholder shall directly or indirectly solicit,
      initiate, encourage or entertain any inquiries or proposals from, discuss or
      negotiate with, provide any nonpublic information to or consider the merits
      of
      any inquiries or proposals from any Person (other than Buyers) relating to
      any
      business combination transaction involving Seller or Subsidiary, including
      the
      sale by Anton or any Other Shareholders of Seller’s or Subsidiary’s stock, the
      merger or consolidation of Seller or Subsidiary or the sale of the Business
      or
      any of the Assets (other than in the Ordinary Course of Business). Seller,
      Subsidiary and/or Anton shall notify Buyers of any such inquiry or proposal
      within twenty-four (24) hours of receipt or awareness of the same by Seller,
      Subsidiary or Anton.




**5.7**  **Best
      Reasonable Efforts.** Seller,
      Subsidiary and Anton shall use best reasonable efforts to cause the conditions
      in Article VII and Section 8.3 to be satisfied.




**5.8**  **Change
      Of Name.** On
      or
      before the Closing Date, Seller shall (a) amend its Governing Documents and
      take
      all other actions necessary to change its name to one sufficiently dissimilar
      to
      Seller’s present name, in Buyers’ reasonable judgment, to avoid confusion, and
      (b) take all actions reasonably requested by Acquisition Sub to enable
      Acquisition Sub to change its name to Seller’s present name.




**5.9**  **Payment
      Of Liabilities.** Seller
      and Subsidiary shall pay or otherwise satisfy in the Ordinary Course of Business
      all of its Liabilities and obligations (other than the Assumed
      Liabilities **)** .




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**5.10**  **Environmental
      Reports.** Seller
      shall endeavor to resolve environmental issues with respect to the Leased Real
      Property and the Real Property in the most practical and least expensive manner.
      Seller has provided Buyers a copy of the Phase I environmental site assessment
      dated March 2002 for the Leased Real Property (the “ 2002
      Phase I ”).
      Seller agrees to permit Buyers, at Buyers’ discretion and Buyers’ sole cost and
      expense, to obtain a Phase I environmental site assessment (or Mexican
      equivalent) for the Leased Real Property and the Real Property promptly
      following execution of this Agreement (such additional assessments being
      referred to as the “ New
      Phase I’s ”;
      together with the 2002 Phase I, the “ Environmental
      Reports ”).
      No
      such investigation shall unreasonably interfere with the operations of Seller
      or
      Subsidiary. Following the completion of any such investigation, Buyers shall
      arrange for the Leased Real Property and the Real Property, as the case may
      be,
      to be returned to the substantially the same condition as they were in
      immediately before the commencement of such investigation, at Buyers’ sole cost
      and expense.




**5.11**  **No
      Material Adverse Change.** Between
      the date of this Agreement and the Closing Date, there shall have been no
      material adverse change in the financial condition, results of operations,
      customer relations or prospects of the Business or the Assets.




**ARTICLE
      VI**


**COVENANTS
      OF BUYERS PRIOR TO CLOSING**




**6.1**  **Required
      Approvals.** As
      promptly as reasonably practicable after the date of this Agreement, Buyers
      shall make, or cause to be made, all filings required by Legal Requirements
      to
      be made by it to consummate the Contemplated Transactions. Buyers also shall
      cooperate, and cause its Related Persons to cooperate, with Seller and
      Subsidiary (a) with respect to all filings Seller and Subsidiary shall be
      required by Legal Requirements to make, and (b) in obtaining all Consents
      identified in Part 3.2(c), *provided,
      however,* that
      Buyers shall not be required to dispose of or make any change to its business,
      expend any material funds or incur any other burden in order to comply with
      this
      Section 6.1.




**6.2**  **Best
      Reasonable Efforts.** Buyers
      shall use their best reasonable efforts to cause the conditions in Article
      8 to
      be satisfied.




**ARTICLE
      VII**


**CONDITIONS
      PRECEDENT TO BUYERS’ OBLIGATION TO CLOSE**




Buyers’
      obligation to purchase the Assets and to take the other actions required to
      be
      taken by Buyer at the Closing is subject to the satisfaction, at or prior to
      the
      Closing, of each of the following conditions (any of which may be waived by
      Buyers, in whole or in part):




**7.1**  **Accuracy
      Of Representations.** All
      of
      Seller’s, Subsidiary’s and Anton’s representations and warranties in this
      Agreement (considered collectively), and each of these representations and
      warranties (considered individually), shall have been accurate in all material
      respects as of the date of this Agreement, and shall be accurate in all material
      respects as of the time of the Closing as if then made, without giving effect
      to
      any supplement to the Disclosure Letter.




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**7.2**  **Seller’s
      Performance.** All
      of
      the covenants and obligations that Seller, Subsidiary and Shareholders are
      required to perform or to comply with pursuant to this Agreement at or prior
      to
      the Closing (considered collectively), and each of these covenants and
      obligations (considered individually), shall have been duly performed and
      complied with in all material respects.




**7.3**  **Consents.** Each
      of
      the Consents shall have been obtained and shall be in full force and
      effect.




**7.4**  **Additional
      Documents.** Seller,
      Subsidiary and Shareholders shall have caused the documents and instruments
      required by Section 2.7(a) to be delivered (or tendered subject only to Closing)
      to Buyers.




**7.5**  **No
      Proceedings.** Since
      the
      date of this Agreement, there shall not have been commenced or threatened
      against Buyers, or against any Related Person of Buyers, any Proceeding (a)
      involving any challenge to, or seeking Damages or other relief in connection
      with, any of the Contemplated Transactions, or (b) that may have the effect
      of
      preventing, delaying, making illegal, imposing limitations or conditions on
      or
      otherwise interfering with any of the Contemplated Transactions.




**7.6**  **No
      Conflict.** Neither
      the consummation nor the performance of any of the Contemplated Transactions
      will, directly or indirectly (with or without notice or lapse of time),
      contravene or conflict with or result in a violation of or cause Buyers or
      any
      Related Person of Buyers to suffer any adverse consequence under (a) any
      applicable Legal Requirement or Order, or (b) any Legal Requirement or Order
      that has been published, introduced or otherwise proposed by or before any
      Governmental Body. ****




**7.7**  **Environmental
      Reports.** Buyers,
      at their expense, shall have obtained the Environmental Reports with respect
      to
      the Real Property, which reports shall be acceptable in form and substance
      to
      Buyers, in all material respects, in their reasonable discretion.




**7.8**  **Due
      Diligence.** Buyers
      shall have conducted such due diligence investigation as may be desired by
      Buyers concerning all aspects of the Business and Seller’s and Subsidiary’s
      assets and liabilities, and Buyers shall have concluded in their reasonable
      discretion that they are satisfied with their findings.




**7.9**  **Title
      Insurance.** Buyers
      shall have received unconditional and binding commitments to issue policies
      of
      title insurance (or equivalent under Mexican law), dated the Closing Date,
      in an
      aggregate amount equal to that portion of the Purchase Price allocated to the
      Mexican Facility, deleting all requirements listed in ALTA Schedule B-1 (or
      equivalent under Mexican law), amending the effective date to the Closing Date,
      deleting or insuring over Title Objections, attaching all endorsements required
      by Buyer and otherwise in form reasonably satisfactory to Buyer insuring Buyer's
      interest in each parcel of the Mexican Facility or interest therein.




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**ARTICLE
      VIII**


**CONDITIONS
      PRECEDENT TO SELLER’S OBLIGATION TO CLOSE**




Seller’s
      obligation to sell the Assets and to take the other actions required to be
      taken
      by Seller at the Closing is subject to the satisfaction, at or prior to the
      Closing, of each of the following conditions (any of which may be waived by
      Seller in whole or in part):




**8.1**  **Accuracy
      Of Representations.** All
      of
      Buyers’ representations and warranties in this Agreement (considered
      collectively), and each of these representations and warranties (considered
      individually), shall have been accurate in all material respects as of the
      date
      of this Agreement and shall be accurate in all material respects as of the
      time
      of the Closing as if then made.




**8.2**  **Buyers’
      Performance.** All
      of
      the covenants and obligations that Buyers are required to perform or to comply
      with pursuant to this Agreement at or prior to the Closing (considered
      collectively), and each of these covenants and obligations (considered
      individually), shall have been performed and complied with in all material
      respects.




**8.3**  **Additional
      Documents.** Buyers
      shall have caused the documents and instruments required by Section 2.7(b)
      to be
      delivered (or tendered subject only to Closing) to Seller and
      Shareholders.




**8.4**  **No
      Injunction.** There
      shall not be in effect any Legal Requirement or any injunction or other Order
      that (a) prohibits the consummation of the Contemplated Transactions, and (b)
      has been adopted or issued, or has otherwise become effective, since the date
      of
      this Agreement.




**ARTICLE
      IX**


**TERMINATION**




**9.1**  **Termination
      Events.** By
      notice
      given prior to or at the Closing, subject to Section 9.2, this Agreement may
      be
      terminated as follows: (a) by
      Buyers if a material Breach of any provision of this Agreement has been
      committed by Seller, Subsidiary or Shareholders and such Breach has not been
      waived by Buyers or cured by Seller or Subsidiary (if capable of being cured)
      within ten (10) business days after its receipt of written notice thereof,
      which
      notice specifies the Breach in reasonable detail; (b) by Seller if a material
      Breach of any provision of this Agreement has been committed by Buyers and
      such
      Breach has not been waived by Seller or cured by Buyers (if capable of being
      cured) within ten (10) business days after its receipt of written notice
      thereof, which notice specifies the Breach in reasonable detail; (c) by Buyers
      if any condition in Article VII has not been satisfied as of the date specified
      for Closing in the first sentence of Section 2.6 or if satisfaction of such
      a
      condition by such date is or becomes impossible (other than through the failure
      of Buyers to comply with their obligations under this Agreement), and Buyers
      have not waived such condition on or before such date; (d) by Seller if any
      condition in Article VIII has not been satisfied as of the date specified for
      Closing in the first sentence of Section 2.6 or if satisfaction of such a
      condition by such date is or becomes impossible (other than through the failure
      of Seller, Subsidiary or the Shareholders to comply with their obligations
      under
      this Agreement), and Seller has not waived such condition on or before such
      date; (e) by mutual consent of Buyers and Seller; (f) by Buyers if the Closing
      has not occurred on or before May 31, 2007, or such later date as the parties
      may agree upon, unless Buyers are in material Breach of their obligations under
      this Agreement; (g) by Seller if the Closing has not occurred on or before
      May
      31, 2007, or such later date as the parties may agree upon, unless Seller or
      Shareholders are in material Breach of its obligations under this Agreement;
      or
      (h) by Seller if the estimated costs to remediate any environmental conditions
      noted in the Environmental Reports at the Mexican Facility are in excess of
      $175,000, in the aggregate, unless Buyers elect, in their sole discretion,
      to
      pay remediation costs in excess of $175,000 thereby requiring Seller to
      proceed.




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**9.2**  **Effect
      Of Termination.** Each
      party’s right of termination under Section 9.1 is in addition to any other
      rights it may have under this Agreement or otherwise, and the exercise of such
      right of termination will not be an election of remedies. If this Agreement
      is
      terminated pursuant to Section 9.1, all obligations of the parties under this
      Agreement will terminate, except that the obligations of the parties in this
      Section 9.2 and Article XII will survive, *provided,
      however* ,
      that,
      if this Agreement is terminated because of a material Breach of this Agreement
      by the non-terminating party or because one or more of the conditions to the
      terminating party’s obligations under this Agreement is not satisfied as a
      result of the party’s failure to comply with its obligations under this
      Agreement, the terminating party’s right to pursue all legal remedies will
      survive such termination unimpaired. Notwithstanding the foregoing, the parties agree that the termination of this
      Agreement pursuant to Section 9.1 shall not, in and of itself, constitute a
      Breach of this Agreement.




**ARTICLE
      X**


**ADDITIONAL
      COVENANTS**




**10.1**  **Employees
      And Employee Benefits.**




(a)  *Information
      on Active Employees.* For
      the
      purposes of this Agreement, the term “ Active
      Employees ”
shall
      mean all employees employed on the Closing Date by Seller for its business
      who
      are employed in the Business as currently conducted, including employees on
      temporary leave of absence, including family medical leave, military leave,
      temporary disability or sick leave, but excluding employees on long-term
      disability leave.




(b)  *Employment
      of Active Employees by Acquisition Sub* .




(i)  Acquisition
      Sub is not obligated to hire any Active Employee but may interview all Active
      Employees. Acquisition Sub will provide Seller with a list of Active Employees
      to whom Acquisition Sub has made an offer of employment that has been accepted
      to be effective on the Closing Date (the “ Hired
      Active Employees ”).
      Subject to Legal Requirements, Acquisition Sub will have reasonable access
      to
      the Facilities and personnel Records (including performance appraisals,
      disciplinary actions, grievances and medical Records) of Seller for the purpose
      of preparing for and conducting employment interviews with all Active Employees
      and will conduct the interviews as expeditiously as possible prior to the
      Closing Date. Access will be provided by Seller upon reasonable prior notice
      during normal business hours. Effective immediately before the Closing, Seller
      will terminate the employment of all of its Hired Active Employees.




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(ii)  Neither
      Seller nor any Shareholder nor their Related Persons shall solicit the continued
      employment of any Active Employee (unless and until Acquisition Sub has informed
      Seller in writing that the particular Active Employee will not receive any
      employment offer from Acquisition Sub) or the employment of any Hired Active
      Employee after the Closing. Acquisition Sub shall inform Seller promptly in
      writing of the identities of those Active Employees to whom it will not make
      employment offers.




(iii)  It
      is
      understood and agreed that (A) Acquisition Sub’s expressed intention to extend
      offers of employment as set forth in this Section shall not constitute any
      commitment, Contract or understanding (expressed or implied) of any obligation
      on the part of Acquisition Sub to a post-Closing employment relationship of
      any
      fixed term or duration or upon any terms or conditions other than those that
      Acquisition Sub may establish pursuant to individual offers of employment,
      and
      (B) employment offered by Acquisition Sub is “at will” and may be terminated by
      Acquisition Sub or by an employee at any time for any reason (subject to any
      written commitments to the contrary made by Acquisition Sub or an employee
      and
      Legal Requirements). Nothing in this Agreement shall be deemed to prevent or
      restrict in any way the right of Acquisition Sub to terminate, reassign, promote
      or demote any of the Hired Active Employees after the Closing or to change
      adversely or favorably the title, powers, duties, responsibilities, functions,
      locations, salaries, other compensation or terms or conditions of employment
      of
      such employees.




(iv)  Between
      the date of this Agreement and the Closing Date: (A) Acquisition Sub shall
      have the right to arrange confidential interviews between Acquisition Sub’s
      representatives and Active Employees at times reasonably acceptable to Seller
      and in a manner that will not disrupt the Business in any material respect;
      (B)
      Acquisition Sub shall determine, in its sole discretion, which of such Active
      Employees Acquisition Sub desires to hire; (C) Acquisition Sub shall develop
      a
      plan of action for communicating its employment offers to the selected Active
      Employees, which may, but need not, include a meeting with all of such Active
      Employees before the Closing Date at which conditional offers of employment
      are
      extended; (D) Acquisition Sub shall advise Seller of such plan of action; and
      (E) Seller shall fully and timely cooperate with Acquisition Sub in Acquisition
      Sub’s efforts to arrange such interviews and meetings and to implement such plan
      of action.




(c)  *Salaries
      and Benefits* .




(i)  Seller
      shall be responsible for (A) the payment of all wages and other remuneration
      due
      to Active Employees with respect to their services as employees of Seller
      through the close of business on the Closing Date, including pro rata bonus
      payments and all vacation pay earned prior to the Closing Date, consistent
      with
      Seller’s own policies related thereto; and (B) the payment of any termination or
      severance payments required to be made by Contract or Legal Requirement and
      the
      provision of health plan continuation coverage in accordance with the
      requirements of COBRA and ERISA through the Closing Date.




(ii)  Seller
      shall be liable for any claims made or incurred by Active Employees and their
      beneficiaries through the Closing Date under the Employee Plans. For purposes
      of
      the immediately preceding sentence, a charge will be deemed incurred, in the
      case of hospital, medical or dental benefits, when the services that are the
      subject of the charge are performed and, in the case of other benefits (such
      as
      disability or life insurance), when an event has occurred or when a condition
      has been diagnosed that entitles the employee to the benefit.




32




(iii)  Acquisition
      Sub shall not have any responsibility, liability or obligation, whether to
      Active Employees, former employees, their beneficiaries or to any other Person,
      with respect to any employee benefit plans, practices, programs or arrangements
      (including the establishment, operation or termination thereof and the
      notification and provision of COBRA coverage extension) maintained by
      Seller.




(d)  *Termination
      of Seller’s Employee Plans* .
      Subject
      to Legal Requirements, Seller will terminate all of Seller’s Employee Plans as
      soon as reasonably practical following the Closing Date. All Hired Active
      Employees who are participants in Seller’s retirement plans shall retain their
      accrued benefits under Seller’s retirement plans as of the Closing Date and
      shall be fully vested in such accrued benefits as of the Closing Date. Seller
      (or Seller’s retirement plans) shall retain sole liability for the payment of
      such benefits as and when such Hired Active Employees become eligible therefor
      under such plans. Promptly after the Closing Date, Seller shall apply for and
      shall obtain a favorable determination letter from the IRS that the termination
      of its 401(k) Plan does not adversely affect the Plan’s tax qualification. Upon
      receipt of said determination letter, Seller shall cause the accounts of Hired
      Active Employees under its 401(k) Plan to be distributed to them in a cash
      lump
      sum with a choice of such other optional forms of payment as the 401(k) Plan
      provides. Hired Active Employees shall be entitled to participate in Acquisition
      Sub’s “employee benefit plans” as defined by Section 3(3) of ERISA, subject to
      the timing and other eligibility requirements of Acquisition Sub’s existing
      company policies. However, Acquisition Sub will credit Hired Active Employees
      with service with Seller for purposes of eligibility and vesting, but not for
      purposes of benefit accrual, under its employee benefit plans.




**10.2**  **Change
      of Name.** As of
      the Closing Date, Seller shall cease doing business under the name Deltron,
      Inc.
      or any trade names currently used in the Business. At the Closing, Seller shall
      deliver to Acquisition Sub an executed consent form consenting to Acquisition
      Sub’s use of the name “Deltron” in order to permit Acquisition Sub to qualify to
      do business in Pennsylvania under the name “Deltron LLC”.




**10.3**  **Assistance
      In Proceedings.** Seller
      will cooperate with Buyers and their counsel in the contest or defense of,
      and
      make reasonably available its personnel and provide any testimony and access
      to
      its books and Records in connection with, any Proceeding involving or relating
      to (a) any Contemplated Transaction, or (b) any action, activity, circumstance,
      condition, conduct, event, fact, failure to act, incident, occurrence, plan,
      practice, situation, status or transaction on or before the Closing Date
      involving Seller or its business or either Shareholder, in each case at the
      sole
      cost and expense of Buyers.




33




**10.4**  **Noncompetition,
      Nonsolicitation And Nondisparagement.**




(a)  *Noncompetition.* For
      a
      period of five (5) years after the Closing Date, Seller and Shareholders shall
      not, in any geographic location in which Seller was conducting business within
      two (2) years prior to the Closing, directly or indirectly invest in, own,
      manage, operate, finance, control, advise, render services to or guarantee
      the
      obligations of any Person engaged in a Competing Business; *provided
      that*  ̧
neither
      Seller nor any Shareholder shall be prohibited from holding for investment
      five
      percent (5%) or less of any Competing Business or any class of equity securities
      of a company whose securities are traded on a national securities exchange
      or in
      a national market system.




(b)  *Nonsolicitation.* ****** For
      a
      period of five (5) years after the Closing Date, Seller and Shareholders shall
      not, directly or indirectly: (i) solicit the business of any Person who is
      a
      customer of Seller on the Closing Date or who was a customer of Seller during
      the year preceding the Closing Date; (ii) cause, induce or attempt to cause
      or
      induce any customer, supplier, licensee, licensor, franchisee, employee,
      independent contractor, consultant or other business relation of Acquisition
      Sub
      or Subsidiary that was or is existing (x) during the period of Anton’s
      consulting arrangement with Buyers, (y) on the Closing Date, or (z) with Seller
      during the year preceding the Closing Date, to cease doing business with
      Acquisition Sub or Subsidiary, to deal with any competitor of Acquisition Sub
      or
      Subsidiary, or to in any way interfere with any such business relation of
      Acqusition Sub or Subsidiary; or (iii) hire, retain or attempt to hire or retain
      any employee or independent contractor of Acquisition Sub or Subsidiary or
      in
      any way interfere with the relationship between Acquisition Sub or Subsidiary
      and any of its employees or independent contractors.




(c)  *Nondisparagement.* From
      and
      after the date of this Agreement, neither party will disparage the other party
      or any of such other party’s owners, managers, directors, officers, employees,
      shareholders or agents.




(d)  *Modification
      of Covenant.* If
      a
      final judgment of a court or tribunal of competent jurisdiction determines
      that
      any term or provision contained in Section 10.4(a) through (c) is invalid or
      unenforceable, then the parties agree that the court or tribunal will have
      the
      power to reduce the scope, duration or geographic area of the term or provision,
      to delete specific words or phrases or to replace any invalid or unenforceable
      term or provision with a term or provision that is valid and enforceable and
      that comes closest to expressing the intention of the invalid or unenforceable
      term or provision. This Section 10.4 will be enforceable as so modified after
      the expiration of the time within which the judgment may be appealed. This
      Section 10.4 is reasonable and necessary to protect and preserve Buyers’
legitimate business interests and the value of the Assets and to prevent any
      unfair advantage conferred on Seller.




**10.5**  **Customer
      And Other Business Relationships.** After
      the
      Closing, Anton, on behalf of Seller and Subsidiary as part of his duties under
      the Consulting Agreement, will cooperate with Buyers in their efforts to
      continue and maintain for the benefit of Buyers those business relationships
      of
      Seller existing prior to the Closing and relating to the business to be operated
      by Buyers after the Closing, including relationships with lessors, employees,
      regulatory authorities, licensors, customers, suppliers and others, and Seller
      will use commercially reasonable efforts to satisfy the Retained Liabilities
      in
      a manner that is not detrimental to any of such relationships. Seller will
      refer
      to Buyers all inquiries relating to such business. Neither Seller nor any of
      its
      officers, employees, agents or shareholders shall take any action that would
      tend to diminish the value of the Assets after the Closing or that would
      interfere with the business of Buyers to be engaged in after the Closing,
      including disparaging the name or business of Buyers.




34




**10.6**  **Further
      Assurances.** The
      parties shall cooperate reasonably with each other in connection with any steps
      required to be taken as part of their respective obligations under this
      Agreement, and shall (a) furnish upon request to each other such further
      information; (b) execute and deliver to each other such other documents; and
      (c)
      do such other acts and things, all as the other party may reasonably request
      for
      the purpose of carrying out the intent of this Agreement and the Contemplated
      Transactions.




**10.7**  **Environmental
      Matters - Regulatory Transfer Approvals.** (a)
      To
      the extent that the Contemplated Transactions require regulatory transfer
      approvals of any Governmental Authorization under an environmental or other
      Legal Requirements either prior to or after the Closing, then any filing or
      other actions necessary to comply with such Legal Requirements shall be done
      at
      the cost and expense of Seller and Seller shall provide Buyers evidence of
      such
      compliance. All costs associated with preparing for and taking such actions
      for
      compliance shall be paid for by Seller prior to the Closing or, if payment
      prior
      to Closing is not possible, shall be accrued for as a liability on the Closing
      Date Balance Sheet. Subject to Section 9.1(h), Seller shall pay and be
      responsible for remediating prior to Closing any pre-existing conditions noted
      in the Environmental Reports, but in the case of the Pennsylvania Facility
      only
      to the extent required by an applicable Legal Requirement. Subject to Sections
      9.1(h) and 9.2 and the limitations set forth in Article XI, Buyers shall be
      entitled to make a claim for indemnification pursuant to Article XI for the
      costs of any remediation not undertaken by Seller under this
      Section.




(b)
      Seller shall retain any and all Liability as a “Potentially Responsible Party”
(“PRP”) for the North Penn Area 6 Superfund Site and the North Penn Area 7
      Superfund Site arising from or relating to its ownership and operation of the
      Pennsylvania Facility on or prior to the Closing Date. Seller agrees to comply
      with any and all of its obligations to the applicable Governmental Bodies
      arising from its status as a PRP for such sites pursuant to applicable Legal
      Requirements or any settlement agreement, consent agreement or consent decree
      entered into with the United States Environmental Protection Agency (“EPA”) or
      Pennsylvania Department of Environmental Protection (“PADEP”). Seller shall
      remain liable for any and all amounts due to the EPA or PADEP or any other
      PRP
      for cost recovery, contribution, oversight, costs or interest arising from
      its
      status as a PRP at either the North Penn Area 6 Superfund Site or the North
      Penn
      Area 7 Superfund Site arising from its status as a PRP for such sites pursuant
      to applicable Legal Requirements or any settlement agreement, consent agreement
      or consent decree entered into with the EPA or PADEP.




**10.8**  **Use
      of Excluded Equipment.** During
      the Term (as such term is defined in the Lease) of the Lease, Buyers shall
      not
      have any access to or right to the use of any of the Excluded Equipment unless
      Seller agrees otherwise in writing, except that Buyers shall have the right
      to
      use such items of the Excluded Equipment as were necessary to the operation
      of
      the Business prior to the Closing Date (including, but not limited to, the
      office furniture, office equipment and telephone systems); provided, however,
      that Seller reserves the right to sell any Excluded Equipment during the
      Term.




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**10.9**  **Seller
      Access to Records.** Between
      the Closing Date and December 31, 2008, Buyers will: (a) provide Seller, Anton
      and their authorized representatives with Records of the Business reasonably
      requested by Seller or Anton in order for Seller and Anton to complete their
      respective tax returns; (b) maintain a copy of the version of Seller’s
      computer programs in effect as of the Closing Date; (c) maintain an
      electronic backup copy of the contents of Seller’s database and computer files
      for disaster recovery purposes in the same manner and extent as retained prior
      to the Closing; and (d) use reasonable efforts to restore Seller’s database and
      computer files as, if and when required.




**10.10**  **Verification
      of Transferred Assets.**




(a)  *Location
      of Assets.* Seller
      has identified certain Tangible Personal Property being transferred to
      Acquisition Sub hereunder (as listed on Part 3.10(b)), and has identified
      certain Excluded Equipment (as listed on Part 2.2(d)), by reference to its
      physical location at the Pennsylvania Facility as identified on the Pennsylvania
      Facility map attached to Part 2.2(d). Seller represents and warrants that such
      Tangible Personal Property and Excluded Equipment have not been moved from
      the
      location so identified by Seller in the applicable Parts to the Disclosure
      Letter since March 1, 2007, and Seller covenants that such Tangible Personal
      Property and Excluded Equipment will not be moved prior to the Closing
      Date.




(b)  *Verification
      of Transferred Assets* .
      Prior
      to the Closing Date, on a date and time mutually convenient for Seller and
      Buyers, a representative of Seller and a Representative of Buyers shall conduct
      a “walk through” of the Pennsylvania Facility, for the purpose of reviewing all
      of the Tangible Personal Property located at the Pennsylvania Facility being
      transferred to Acquisition Sub hereunder and all of the Excluded Equipment.
      The
      parties shall mutually agree on and verify the accuracy of those items.
      Acquisition Sub, in its discretion, may exclude certain Tangible Personal
      Property that had been included as an Asset to be transferred hereunder.
      Acquisition Sub and Seller shall tag (in a manner agreed to by the parties)
      all
      Tangible Personal Property located at the Pennsylvania Facility being
      transferred hereunder so as to avoid any confusion when Acquisition Sub exits
      the Pennsylvania Facility upon termination of the Lease.




**10.11**  **Current
      Evidence of Title.**  (a) **** As
      soon
      as is reasonably possible, and in no event later than twenty (20) Business
      Days
      after the date of this Agreement, Buyer shall furnish to Seller, at Buyer's
      expense, for that tract of land constituting the Mexican Facility a commitment
      for title insurance (“Title Commitment”) from a reputable title insurance
      company chosen by Buyer. The Title Commitment shall include such title insurer’s
      requirements for issuing its title policy which requirements must be met by
      Seller on or before the Closing Date (including those requirements that must
      be
      met by releasing or satisfying monetary Encumbrances), but excluding those
      requirements that are to be met solely by Buyer.




(b)  If
      any of
      the following shall occur (collectively, a “Title Objection”): (i) the Title
      Commitment or other evidence of title or search of the appropriate real estate
      records discloses that any party other than Subsidiary has title to the insured
      estate covered by the Title Commitment; or (ii) any title exception is disclosed
      in the Title Commitment that is not one of the Permitted Real Estate
      Encumbrances, then Seller shall use its commercially reasonable efforts to
      (a)
      cure each Title Objection and (b) take all steps reasonably required by the
      Title Insurer or surveyor, as the case may be, to eliminate each Title Objection
      as an exception to the Title Commitment or survey, as applicable; *provided
      that* ,
      if such
      Title Objection can be cured solely by the payment of money, Seller shall pay
      such sum and cure such Title Objection. Any Title Objection that such title
      company is willing to insure over on terms acceptable to Buyer will be deemed
      a
      Title Objection acceptable to Buyer and need not be cured by
      Seller.




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**10.12**  **Release.** Effective upon the Closing, Seller and Anton hereby forever release and
      discharge Subsidiary from any and all liabilities, losses, claims, demands,
      obligations, rights, actions, causes of action, proceedings or suits of any
      kind
      or nature, debts, sums of money including but not limited to the Subsidiary
      Loan
      Payable, accounts, bonds, bills, covenants, contracts, agreements, promises,
      damages, judgments, executions and demands whatsoever, in law or equity which
      Anton and Seller or any of their affiliates, successors, predecessors and
      assigns ever had, now have or will ever have in the future, upon or by reason
      of
      any matter, cause or thing whatsoever, whether presently known or unknown,
      against Subsidiary.




**10.13
      Certain Tax Matters.**




(a)  *Prior
      to Closing - Tax Procedures for Sale of Subsidiary Stock.* Prior to
      the Closing Date, Seller and Anton shall take all steps reasonably necessary
      to
      calculate the tax liability, if any, based upon the amount realized from the
      sale of the Subsidiary Stock in compliance with applicable Legal Requirements
      including the procedures set forth in the Mexican Fiscal Tax Code. Seller and
      Anton shall prepare and file all required documentation with the applicable
      Governmental Body, and if appliable, pay or cause to be paid, any Tax Liability
      when due. Seller shall permit Buyers to review and comment on each of the
      filings described in the preceding sentence prior to filing. Buyers and
      Subsidiary shall cooperate with Seller and Anton, as reasonably requested,
      both
      before and after Closing, and representatives of Subsidiary shall execute and
      file such documents as may be necessary in connection with the foregoing.




(b)  *After
      Closing.* The
      following provisions shall govern the allocation of responsibility as between
      Buyer and Seller for certain tax matters relating to Subsidiary following the
      Closing Date:




(i)   *Subsidiary
      Tax Periods Ending on or Before the Closing Date* .
      Buyer
      shall prepare or cause to be prepared and file or cause to be filed each Tax
      Return for Subsidiary for any period ending on or prior to the Closing Date
      which are filed after the Closing Date. Buyer shall permit Seller to review
      and
      comment on each such Tax Return described in the preceding sentence prior to
      filing. Seller shall reimburse Buyer for Taxes of Subsidiary with respect to
      such periods within fifteen (15) days after payment by Buyer or Subsidiary
      of
      such Taxes to the extent such Taxes are not reflected in the reserve for Tax
      Liability (rather than any reserve for deferred Taxes established to reflect
      timing differences between book and Tax income) shown on the face of the Balance
      Sheet.




(ii)   *Subsidiary
      Tax Periods Beginning Before and Ending After the Closing Date.* Buyer
      shall prepare or cause to be prepared and file or cause to be filed each Tax
      Return of Subsidiary for any period which begins before the Closing Date and
      ends after the Closing Date. Seller shall pay to Buyer within fifteen (15)
      days
      after the date on which Taxes are paid with respect to such periods an amount
      equal to the portion of such Taxes which relates to the portion of such Taxable
      period ending on the Closing Date to the extent such Taxes are not reflected
      in
      the reserve for Tax Liability (rather than any reserve for deferred Taxes
      established to reflect timing differences between book and Tax income) shown
      on
      the face of the Balance Sheet. For purposes of this Section, in the case of
      any
      Taxes that are imposed on a periodic basis and are payable for a Taxable period
      that includes (but does not end on) the Closing Date, the portion of such Tax
      which relates to the portion of such Taxable period ending on the Closing Date
      shall (x) in the case of any Taxes other than Taxes based upon or related to
      income or receipts, be deemed to be the amount of such Tax for the entire
      Taxable period multiplied by a fraction the numerator of which is the number
      of
      days in the Taxable period ending on the Closing Date and the denominator of
      which is the number of days in the entire Taxable period, and (y) in the case
      of
      any Tax based upon or related to income or receipts be deemed equal to the
      amount which would be payable if the relevant Taxable period ended on the
      Closing Date. Any credits relating to a Taxable period that begins before and
      ends after the Closing Date shall be taken into account as though the relevant
      Taxable period ended on the Closing Date. All determinations necessary to give
      effect to the foregoing allocations shall be made in a manner consistent with
      prior practice of Subsidiary.




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(iii)   *Cooperation
      on Tax Matters* .
      (1)
      Buyer, Subsidiary and Seller shall cooperate fully, as and to the extent
      reasonably requested by the other party, in connection with the filing of Tax
      Returns pursuant to this Section 10.13 and any audit, litigation or other
      proceeding with respect to Taxes. Such cooperation shall include the retention
      and (upon the other party’s request) the provision of records and information
      which are reasonably relevant to any such audit, litigation or other proceeding
      and making employees available on a mutually convenient basis to provide
      additional information and explanation of any material provided hereunder.
      Buyer, Subsidiary and Seller agree (i) to retain all books and records with
      respect to Tax matters pertinent to Subsidiary relating to any taxable period
      beginning before the Closing Date until the expiration of the statute of
      limitations (and any extensions thereof) of the respective Tax periods, and
      to
      abide by all record retention agreements entered into with any taxing authority,
      and (ii) to give the other party reasonable written notice prior to
      transferring, destroying or discarding any such books and records and, if the
      other party so requests, Buyer, Subsidiary or Seller, as the case may be, shall
      allow the other party to take possession of such books and records.




(2)  Buyer
      and
      Seller further agree, upon request, to use their best reasonable efforts to
      obtain any certificate or other document from any Governmental Body or any
      other
      Person as may be reasonably necessary to mitigate, reduce or eliminate any
      Tax
      that could be imposed (including, but not limited to, with respect to the
      transactions contemplated hereby).




(iv)  *Tax
      Sharing Agreements* .
      All tax
      sharing agreements or similar agreements with respect to or involving Subsidiary
      shall be terminated as of the Closing Date and, after the Closing Date,
      Subsidiary shall not be bound thereby or have any liability
      thereunder.




**10.14**  **Subsidiary
      Loan Payable.** Seller’s
      Balance Sheet states that Subsidiary is indebted to Seller in the amount of
      $2,424,457.00 (the “ Subsidiary
      Loan Payable ”).
      Prior
      to the Closing Date, Subsidiary and Seller shall cause the Subsidiary Loan
      Payable to be satisfied in a manner reasonably satisfactory to Buyers, but
      in
      any event so as to avoid any tax liabilities for the satisfaction of such debt.
      Seller and Subsidiary shall provide evidence of satisfaction to Buyers prior
      to
      the Closing Date.




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**10.15.**  **Qualification
      to do Business in Pennsylvania** . **** Promptly
      following the Closing Date and upon receipt from Seller of the consent letter
      referenced in Section 10.2 hereof, Acquisition Sub will take appropriate steps
      to qualify as a foreign limited liability company authorized to do business
      in
      the Commonwealth of Pennsylvania.




**ARTICLE
      XI**


**SURVIVAL;
      INDEMNIFICATION; REMEDIES**




**11.1**  **Survival.** All
      representations, warranties, covenants and obligations contained in this
      Agreement, the Disclosure Letter, the supplements to the Disclosure Letter,
      the
      certificates delivered pursuant to Section 2.7 and any other certificate or
      document delivered pursuant to this Agreement shall survive the Closing and
      the
      consummation of the Contemplated Transactions for a period of two (2) years
      after the Closing Date; *provided,
      however* ,
      (i) the
      representations and warranties of Seller, Subsidiary and Anton set forth in
      Sections 3.1, 3.2, 3.9 and 3.14 and the obligations of Seller, Subsidiary
      and Anton set forth in Section 10.13(a), 10.14 shall survive until ninety (90)
      days after the expiration of the applicable statute of limitations, and (ii)
      the
      representations and warranties of Seller, Subsidiary and Anton set forth in
      Section 3.22 and the obligations of Seller, Subsidiary and Anton set forth
      in
      Sections 10.7 and 11.3 shall survive the lesser of (x) six (6) years following
      the Closing Date, or (y) until ninety (90) days after the expiration of the
      applicable statute of limitations. **** The
      right
      to indemnification, reimbursement or other remedy based upon such
      representations, warranties, covenants and obligations shall not be affected
      by
      any investigation (including any environmental investigation or assessment)
      conducted with respect to, or any Knowledge acquired (or capable of being
      acquired) at any time, whether before or after the execution and delivery of
      this Agreement or the Closing Date, with respect to the accuracy or inaccuracy
      of or compliance with any such representation, warranty, covenant or obligation.
      The waiver of any condition based upon the accuracy of any representation or
      warranty, or on the performance of or compliance with any covenant or
      obligation, will not affect the right to indemnification, reimbursement or
      other
      remedy based upon such representations, warranties, covenants and
      obligations.




**11.2**  **Indemnification
      And Reimbursement By Seller And Anton.** Seller
      and Anton, jointly and severally, will indemnify and hold harmless Buyers,
      and
      their Representatives, shareholders, subsidiaries and Related Persons
      (collectively, the “ Buyer
      Indemnified Persons ”),
      and
      will reimburse the Buyer Indemnified Persons for any loss, liability, claim,
      damage or expense (including reasonable costs of investigation and defense
      and
      reasonable attorneys’ fees and expenses), whether or not involving a Third-Party
      Claim (collectively, “ Damages ”),
      arising from or in connection with:




(a)  any
      material Breach of any representation or warranty made by Seller, Subsidiary
      or
      Anton in (i) this Agreement (without giving effect to any supplement to the
      Disclosure Letter), (ii) the Disclosure Letter, (iii) the supplements to the
      Disclosure Letter, (iv) the certificates delivered pursuant to Section 2.7
      (for
      this purpose, each such certificate will be deemed to have stated that Seller’s,
      Subsidiary’s and Anton’s representations and warranties in this Agreement
      fulfill the requirements of Section 7.1 as of the Closing Date as if made on
      the
      Closing Date without giving effect to any supplement to the Disclosure Letter,
      unless the certificate expressly states that the matters disclosed in a
      supplement have caused a condition specified in Section 7.1 not to be
      satisfied), (v) any transfer instrument, or (vi) any other certificate,
      document, writing or instrument delivered by Seller, Subsidiary or Anton
      pursuant to this Agreement;




39




(b)  any
      material Breach of any covenant or obligation of Seller, Subsidiary or Anton
      in
      this Agreement or in any other certificate, document, writing or instrument
      delivered by Seller, Subsidiary or Anton pursuant to this
      Agreement;




(c)  any
      Liability arising out of the ownership or operation of the Assets prior to
      the
      Closing Date other than the Assumed Liabilities;




(d)  any
      brokerage or finder’s fees or commissions or similar payments based upon any
      agreement or understanding made, or alleged to have been made, by any Person
      with Seller, Subsidiary or any Shareholder (or any Person acting on their
      behalf) in connection with any of the Contemplated Transactions;




(e)  any
      product or component thereof manufactured or shipped by, or any services
      provided by, Seller, in whole or in part, prior to the Closing
      Date;




(f)  any
      noncompliance with any fraudulent transfer law in respect of the Contemplated
      Transactions;




(g)  any
      liability under the WARN Act or any similar state or local Legal Requirement
      that may result from an “Employment Loss”, as defined by 29 U.S.C. § 2101(a)(6),
      caused by any action of Seller prior to the Closing or by Buyers’ decision not
      to hire previous employees of Seller;




(h)  any
      Tax
      Liability of Subsidiary, or of Seller or Anton arising out of the satisfaction
      of the Subsidiary Loan Payable, their ownership of the Subsidiary Stock prior
      to
      the Closing Date or sale of the Subsidiary Stock or as a result of the
      Contemplated Transactions.




(i)  any
      Employee Plan established or maintained by Seller; or




(j)  any
      Retained Liabilities (including but not limited to Tax Liabilities of Seller
      relating to transfer pricing matters or otherwise).




**11.3**  **Indemnification
      And Reimbursement By Seller - Environmental Matters.** In
      addition to the other indemnification provisions in this Article 11, Seller
      and
      Anton, jointly and severally, will indemnify and hold harmless Buyers and the
      other Buyer Indemnified Persons, and will reimburse Buyers and the other Buyer
      Indemnified Persons, for any Damages (including costs of cleanup, containment
      or
      other remediation) arising from or in connection with:




(a)  any
      Liability with respect to Environmental, Health and Safety Requirements arising
      out of or relating to: (i) the ownership or operation by any Person at any
      time
      on or prior to the Closing Date of any of the Facilities, Assets or the Business
      of Seller, or (ii) any Hazardous Materials or other contaminants that were
      present on the Facilities or Assets at any time on or prior to the Closing
      Date;
      or




40




(b)  any
      bodily injury (including illness, disability and death, regardless of when
      any
      such bodily injury occurred, was incurred or manifested itself), personal
      injury, property damage (including trespass, nuisance, wrongful eviction and
      deprivation of the use of real property) or other damage of or to any Person
      or
      any Assets in any way arising from or allegedly arising from any hazardous
      activity conducted by any Person with respect to the business of Seller or
      the
      Assets prior to the Closing Date or from any Hazardous Material that was (i)
      present or suspected to be present on or before the Closing Date on or at the
      Facilities (or present or suspected to be present on any other property, if
      such
      Hazardous Material emanated or allegedly emanated from the Facilities and was
      present or suspected to be present on the Facilities, on or prior to the Closing
      Date), or (ii) released or allegedly released by any Person on or at any
      Facilities or Assets at any time on or prior to the Closing Date.




Buyers
      will be entitled to control any Remedial Action, any Proceeding relating to
      an
      environmental claim and, except as provided in the following sentence, any
      other
      Proceeding with respect to which indemnity may be sought under this Section
      11.3. The procedure described in Section 11.5 will apply to any claim solely
      for
      monetary damages relating to a matter covered by this Section 11.3.




**11.4**  **Indemnification
      And Reimbursement By Buyers.** Buyer
      and
      Acquisition Sub, jointly and severally, will indemnify and hold harmless Seller
      and its Representatives, shareholders, subsidiaries and Related Persons
      (collectively, “ Seller
      Indemnified Persons ”),
      and
      will reimburse Seller Indemnified Persons, for any Damages arising from or
      in
      connection with:




(a)  any
      material Breach of any representation or warranty made by either Buyer or
      Acquisition Sub in this Agreement or in any certificate, document, writing
      or
      instrument delivered by either Buyer or Acquisition Sub pursuant to this
      Agreement;




(b)  any
      material Breach of any covenant or obligation of either Buyer or Acquisition
      Sub
      in this Agreement or in any other certificate, document, writing or instrument
      delivered by either Buyer or Acquisition Sub pursuant to this
      Agreement;




(c)  any
      claim
      by any Person for brokerage or finder’s fees or commissions or similar payments
      based upon any agreement or understanding made, or alleged to have been made,
      by
      such Person with either Buyer or Acquisition Sub (or any Person acting on behalf
      of either or both of them) in connection with any of the Contemplated
      Transactions;




(d)  any
      Assumed Liabilities; and




41




(e)  any
      Liability arising out of the ownership or operation of the Assets after the
      Closing Date other than the Retained Liabilities; or




(f)  any
      product or component thereof manufactured, assembled or modified by any of
      Buyer, Acquisition Sub or Subsidiary, or any services provided by any of Buyer,
      Acquisition Sub or Subsidiary (or any Person acting on behalf of any of them)
      after the Closing Date (including without limitation any product or component
      thereof manufactured, assembled or shipped by Seller and subsequently materially
      modified by or on behalf of any of Buyer, Acquisition Sub or Subsidiary, but
      only to the extent of such material modifications).




**11.5**  **Third-Party
      Claims.**




(a)  Promptly
      after receipt by a Person entitled to indemnity under Section 11.2, Section
      11.3
      (to the extent provided in the last sentence of Section 11.3) or Section 11.4
      (each, an “ Indemnified
      Person ”)
      of
      notice of the assertion of a Third-Party Claim against it, such Indemnified
      Person shall give notice to the Person obligated to indemnify under such Section
      (each, an “ Indemnifying
      Person ”)
      of the
      assertion of such Third-Party Claim, *provided
      that* the
      failure to notify the Indemnifying Person will not relieve the Indemnifying
      Person of any liability that it may have to any Indemnified Person, except
      to
      the extent that the Indemnifying Person demonstrates that the defense of such
      Third-Party Claim is prejudiced by the Indemnified Person’s failure to give or
      delay in giving such notice.




(b)  If
      an
      Indemnified Person gives notice to the Indemnifying Person pursuant to Section
      11.5(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall
      be entitled to participate in the defense of such Third-Party Claim and, to
      the
      extent that it wishes (unless (i) the Indemnifying Person is also a Person
      against whom the Third-Party Claim is made and the Indemnified Person determines
      in good faith that joint representation would be inappropriate, or (ii) the
      Indemnifying Person fails to provide reasonable assurance to the Indemnified
      Person of its financial capacity to defend such Third-Party Claim and provide
      indemnification with respect to such Third-Party Claim), to assume the defense
      of such Third-Party Claim with counsel reasonably satisfactory to the
      Indemnified Person. After notice from the Indemnifying Person to the Indemnified
      Person of its election to assume the defense of such Third-Party Claim, the
      Indemnifying Person shall not, so long as it diligently conducts such defense,
      be liable to the Indemnified Person under this Article 11 for any fees of other
      counsel or any other expenses with respect to the defense of such Third-Party
      Claim, in each case subsequently incurred by the Indemnified Person in
      connection with the defense of such Third-Party Claim, other than reasonable
      costs of investigation. If the Indemnifying Person assumes the defense of a
      Third-Party Claim, no compromise or settlement of such Third-Party Claims may
      be
      effected by the Indemnifying Person without the Indemnified Person’s Consent
      unless (A) there is no finding or admission of any violation of any Legal
      Requirement or any violation of the rights of any Person; (B) the sole relief
      provided is monetary damages that are paid in full by the Indemnifying Person;
      and (C) the Indemnified Person shall have no liability with respect to any
      compromise or settlement of such Third-Party Claims effected without its
      Consent, which Consent shall not be unreasonably withheld or delayed. If notice
      is given to an Indemnifying Person of the assertion of any Third-Party Claim
      and
      the Indemnifying Person does not, within ten (10) business days after receipt
      of
      the Indemnified Person’s notice, give notice to the Indemnified Person of its
      election to assume the defense of such Third-Party Claim, the Indemnifying
      Person will be bound by any determination made in such Third-Party Claim or
      any
      compromise or settlement effected by the Indemnified Person.




42




(c)  Notwithstanding
      the foregoing, if an Indemnified Person determines in good faith that there
      is a
      reasonable probability that a Third-Party Claim may adversely affect it or
      its
      Related Persons other than as a result of monetary damages for which it would
      be
      entitled to indemnification under this Agreement, the Indemnified Person may,
      by
      notice to the Indemnifying Person, assume the exclusive right to defend,
      compromise or settle such Third-Party Claim, but the Indemnifying Person will
      not be bound by any determination of any Third-Party Claim so defended for
      the
      purposes of this Agreement or any compromise or settlement effected without
      its
      Consent (which may not be unreasonably withheld or delayed).




(d)  Seller
      and Anton hereby consent to the nonexclusive jurisdiction of any court in which
      a Proceeding in respect of a Third-Party Claim is brought against any Buyer
      Indemnified Person for purposes of any claim that a Buyer Indemnified Person
      may
      have under this Agreement with respect to such Proceeding or the matters alleged
      therein and agree that process may be served on Seller and Anton with respect
      to
      such a claim anywhere in the world.




(e)  With
      respect to any Third-Party Claim subject to indemnification under this Article
      11: (i) both the Indemnified Person and the Indemnifying Person, as the case
      may
      be, shall keep the other Person fully informed of the status of such Third-Party
      Claim and any related Proceedings at all stages thereof where such Person is
      not
      represented by its own counsel, and (ii) the parties agree (each at its own
      expense) to render to each other such assistance as they may reasonably require
      of each other and to cooperate in good faith with each other in order to ensure
      the proper and adequate defense of any Third-Party Claim.




(f)  With
      respect to any Third-Party Claim subject to indemnification under this Article
      11, the parties agree to cooperate in such a manner as to preserve in full
      (to
      the extent possible) the confidentiality of all Confidential Information and
      the
      attorney-client and work-product privileges. In connection therewith, each
      party
      agrees that: (i) it will use its best reasonable efforts, in respect of any
      Third-Party Claim in which it has assumed or participated in the defense, to
      avoid production of Confidential Information (consistent with applicable law
      and
      rules of procedure), and (ii) all communications between any party hereto and
      counsel responsible for or participating in the defense of any Third-Party
      Claim
      shall, to the extent possible, be made so as to preserve any applicable
      attorney-client or work-product privilege.




**11.6**  **Other
      Claims.** A
      claim
      for indemnification for any matter not involving a Third-Party Claim may be
      asserted by notice to the party from whom indemnification is sought and shall
      be
      paid promptly after such notice.




**11.7**  **Seller’s
      Payment of Claims/Escrow.** Upon
      notice to Seller specifying in reasonable detail the basis therefor, Buyers
      may
      give notice of a claim under the Escrow Agreement for any amount to which it
      may
      be entitled under this Article XI. Seller’s liability for such claims is not
      limited to the Escrow Funds under the Escrow Agreement. The indemnification
      provisions in this Article XI are in addition to, and not in derogation of,
      any
      statutory, equitable, or common law remedy that Buyers, Seller or any
      Indemnified Person may have with respect to the Contemplated Transactions.




43




**11.8**  **Limitations
      of Seller’s and Anton’s Indemnification Obligation.** Notwithstanding anything to the contrary contained in this Agreement or
      elsewhere, in no event shall the maximum aggregate liability of Seller and
      Anton
      under this Article XI exceed either (i) the Purchase Price for claims for
      Damages relating to (x) the breach of the representations and warranties by
      Seller, Subsidiary or Anton set forth in Sections 3.1, 3.2, 3.9(b), 3.14, 3.16,
      3.22, 3.25 and any obligations under Section 11.3 or (y) the breach of any
      representation or warranty by Seller, Subsidiary or Anton that was actually
      known to be false when made or for fraud, or (ii) $1,000,000 for claims relating
      to all other claims (the “Maximum Limitation”); *provided,
      however,* Seller
      and Anton shall not have any liability under this Article XI unless and until
      the Damages exceed $25,000 (the “Basket”) in the aggregate, in which event
      Seller and Anton shall be jointly and severally liable to Buyers for all Damages
      commencing with the first dollar of Damages.




**11.9**  **Limitation
      of Buyers’ Indemnification Obligation.** Notwithstanding anything to the contrary contained in this Agreement or
      elsewhere, in no event shall the maximum aggregate liability of Buyers under
      this Article XI exceed $1,000,000 (the “Maximum Limitation”); *provided,
      however,* Buyers
      shall not have any liability under this Article XI unless and until the Damages
      exceeds $25,000 in the aggregate, in which event Buyers shall be jointly and
      severally liable to Seller for all Damages commencing with the first dollar
      of
      Damages. Notwithstanding anything contained in this Article XI to the contrary,
      the Maximum Limitation and the Basket as they may apply to Buyers shall not
      apply to claims for Damages relating to the breach of any representation or
      warranty by Buyers that was actually known to be false when made or for
      fraud.




**11.10**  **Insurance
      Proceeds.** No party
      shall be entitled to indemnity with respect to any Damages to the extent that
      such Damages are covered by insurance.




**ARTICLE
      XII**


**GENERAL
      PROVISIONS**






**12.1**  **Expenses.** Each
      party to this Agreement will bear its respective fees and expenses incurred
      in
      connection with the preparation, negotiation, execution and performance of
      this
      Agreement and the Contemplated Transactions, including all fees and expense
      of
      its Representatives.




**12.2**  **Public
      Announcements.** Any
      public announcement, press release or similar publicity with respect to this
      Agreement or the Contemplated Transactions will be issued, if at all, at such
      time and in such manner as Buyers determine. Unless
      consented to by Buyers in advance in writing, prior to the Closing, Seller,
      Subsidiary and Shareholders shall keep this Agreement strictly confidential
      and
      may not make any disclosure of this Agreement to any Person (except as required
      under this Agreement). Seller and Buyers will consult with each others
      concerning the means by which Seller and Subsidiary employees, customers,
      suppliers and others having dealings with Seller and Subsidiary will be informed
      of the Contemplated Transactions, and Buyers will have the right to be present
      for any such communications.




44




**12.3**  **Notices.** All
      notices, Consents, waivers and other communications required or permitted by
      this Agreement shall be in writing and shall be deemed given to a party when
      (a)
      delivered to the appropriate address by hand or by nationally recognized
      overnight courier service (costs prepaid); (b) sent by facsimile with
      confirmation of transmission by the transmitting equipment; or (c) received
      or
      rejected by the addressee, if sent by certified mail, return receipt requested,
      in each case to the following addresses, facsimile numbers and marked to the
      attention of the person (by name or title) designated below (or to such other
      address, facsimile number or person as a party may designate by notice to the
      other parties):




Seller
                and Shareholders (before the Closing):
            
            with
                a mandatory copy to:Deltron,
                Inc.
              290
                Wissahokon Avenue
              North
                Wales, PA 19454
              Attention:
                President
              Fax:
                (215) 699-2310
            
            Fox
                Rothschild LLP
              2000
                Market Street, 10thFloor
              Philadelphia,
                PA 19103-3291
              Attention:
                Tristram R. Fall, III, Esq.
              Fax:
                (215) 299-2150








Seller
                and Shareholders (after the Closing):
            
            with
                a mandatory copy to:Deltron,
                Inc.
              c/o
                Mr. Aaron Anton
              142
                Abrahams Lane
              St.
                Davids, PA 19087
            
            Fox
                Rothschild LLP
              2000
                Market Street, 10thFloor
              Philadelphia,
                PA 19103-3291
              Attention:
                Tristram R. Fall, III, Esq.
              Fax:
                (215) 299-2150








Buyers:
            
            with
                a mandatory copy to:Solomon
                Technologies, Inc.
              1224
                Mill Street
              Building
                "B"
              East
                Berlin, CT 06023
              Attention:
                Chief Executive Officer
              Fax:
                (860) 828-3320
            
            Pepe
                & Hazard LLP
              225
                Franklin Street, 16th Floor
              Boston,
                MA 02110
              Attention:
                Steven B. Hazard, Esq.
              Fax:
                (617) 748-555




**12.4**  **Dispute
      Resolution.**




(a)  *Controversy
      or Dispute.* In
      the
      event that a controversy or dispute arises out of or results from this Agreement
      or the Contemplated Transactions or documents contemplated herein or therein,
      or
      the interpretation, performance, breach or termination thereof, and such
      controversy or dispute (a “ Dispute ”)
      cannot
      be settled through negotiations between the parties, then the parties covenant
      and agree to resolve such Dispute through binding arbitration administered
      by
      the American Arbitration Association (the “ AAA ”)
      in
      Philadelphia, Pennsylvania, under the AAA’s commercial arbitration rules. All
      information relating to a Dispute, the proceedings and the existence thereof,
      shall remain confidential at all times.




45




(b)  *Arbitrator(s).* Such
      arbitration shall be before a single arbitrator, if the parties are able to
      agree upon such a single arbitrator, or, in all other cases, a panel of three
      arbitrators (at least one of which must be knowledgeable in the power supply
      field). If three arbitrators are to be used, then each party to the dispute
      shall appoint one arbitrator and the third arbitrator shall be chosen by the
      two
      arbitrators so appointed within 30 days after they are appointed. If such two
      arbitrators fail or are unable to select a third arbitrator within such time
      period, then the third arbitrator shall be selected in accordance with the
      commercial arbitration rules of the American Arbitration Association then in
      effect. Subject to this Section 12.4, the arbitrators shall have the right
      and
      authority to determine how their decision or award as to each issue and matter
      in dispute may be implemented or enforced. The arbitrators shall be required
      to
      produce a written opinion setting forth the reasons for the decision or award
      made. The decision of a majority of such arbitrators shall be binding and
      conclusive on the parties hereto. There shall be no appeal therefrom other
      than
      for bias, fraud or misconduct. Any judgment on the award rendered by the
      arbitrator(s) may be entered in any court having jurisdiction thereof.




(c)  *Mediation* .
      The
      parties may, upon mutual written agreement, agree to attempt in good faith
      to
      settle any Dispute by non-binding mediation administered by the AAA in
      Philadelphia, Pennsylvania, under the Commercial Mediation Rules prior to
      resorting to any other remedies available at law or equity or any other dispute
      resolution procedure.




(d)  *Remedies* .
      The
      parties hereto covenant and agree that the remedies and procedures set forth
      in
      this Section shall be the sole and exclusive remedies available in the event
      of
      a Dispute. Notwithstanding the foregoing, if any Party, as part of a Dispute,
      seeks injunctive relief or any other remedy requiring specific enforcement,
      then, solely with respect to such equitable relief, such party shall be
      permitted to seek relief in any federal or state court of competent
      jurisdiction.




(e)  *Fees
      and Expenses* .
      In any
      action or proceeding with respect to any Dispute, arbitrator(s) or court(s)
      (in
      the case of a request for equitable relief) shall award the prevailing party
      such prevailing party’s reasonable fees and expenses, including without
      limitation reasonable attorneys’ and accountants’ fees, associated with such
      Dispute, if any, only if the arbitrator(s) or court(s) (in the case of equitable
      relief), concludes that the nonprevailing party in such Dispute lacked a
      reasonable basis for opposing the position advanced by the prevailing
      party.




**12.5**  **Enforcement
      Of Agreement.** Seller
      and Shareholders acknowledge and agree that Buyers would be irreparably damaged
      if any of the provisions of this Agreement are not performed in accordance
      with
      their specific terms and that any material Breach of this Agreement by Seller
      or
      Shareholders could not be adequately compensated in all cases by monetary
      damages alone. Accordingly, in addition to any other right or remedy to which
      Buyers may be entitled, at law or in equity, it shall be entitled to enforce
      any
      provision of this Agreement by a decree of specific performance and to
      temporary, preliminary and permanent injunctive relief to prevent Breaches
      or
      threatened Breaches of any of the provisions of this Agreement, in any material
      respect, without posting any bond or other undertaking.




46




**12.6**  **Waiver;
      Remedies Cumulative.** The
      rights and remedies of the parties to this Agreement are cumulative and not
      alternative. Neither any failure nor any delay by any party in exercising any
      right, power or privilege under this Agreement or any of the documents referred
      to in this Agreement will operate as a waiver of such right, power or privilege,
      and no single or partial exercise of any such right, power or privilege will
      preclude any other or further exercise of such right, power or privilege or
      the
      exercise of any other right, power or privilege. To the maximum extent permitted
      by applicable law, (a) no claim or right arising out of this Agreement or any
      of
      the documents referred to in this Agreement can be discharged by one party,
      in
      whole or in part, by a waiver or renunciation of the claim or right unless
      in
      writing signed by the other party; (b) no waiver that may be given by a party
      will be applicable except in the specific instance for which it is given; and
      (c) no notice to or demand on one party will be deemed to be a waiver of any
      obligation of that party or of the right of the party giving such notice or
      demand to take further action without notice or demand as provided in this
      Agreement or the documents referred to in this Agreement.




**12.7**  **Entire
      Agreement And Modification.** This
      Agreement supersedes all prior agreements, whether written or oral, between
      the
      parties with respect to its subject matter (including any letter of intent
      and
      any confidentiality agreement between Buyers and Seller) and constitutes (along
      with the Disclosure Letter, Exhibits and other documents delivered pursuant
      to
      this Agreement) a complete and exclusive statement of the terms of the agreement
      between the parties with respect to its subject matter. This Agreement may
      not
      be amended, supplemented, or otherwise modified except by a written agreement
      executed by the party to be charged with the amendment.




**12.8**  **Disclosure
      Letter.** The
      information in the Disclosure Letter constitutes (i) exceptions to particular
      representations, warranties, covenants and obligations of Seller and
      Shareholders as set forth in this Agreement, or (ii) descriptions or lists
      of
      assets and liabilities and other items referred to in this Agreement. If there
      is any inconsistency between the statements in this Agreement and those in
      the
      Disclosure Letter (other than an exception expressly set forth as such in the
      Disclosure Letter with respect to a specifically identified representation
      or
      warranty), the statements in this Agreement will control. The Disclosure Letter
      is hereby incorporated by reference.




**12.9**  **Assignments,
      Successors And No Third-Party Rights.** This
      Agreement may not be assigned by any party without the prior written consent
      of
      the other party *;
      provided, however,* that
      Buyers may assign all or part of their rights or obligations hereunder to one
      or
      more direct or indirect subsidiaries of Buyers; *provided
      further,* that any
      such assignment will not relieve Buyers of any of their obligations hereunder.
      Subject to the preceding sentence, this Agreement will apply to, be binding
      in
      all respects upon and inure to the benefit of the successors and permitted
      assigns of the parties. Nothing expressed or referred to in this Agreement
      will
      be construed to give any Person other than the parties to this Agreement any
      legal or equitable right, remedy or claim under or with respect to this
      Agreement or any provision of this Agreement, except such rights as shall inure
      to a successor or permitted assignee pursuant to this Section 12.9.




47




**12.10**  **Severability.** If
      any
      provision of this Agreement is held invalid or unenforceable by any court of
      competent jurisdiction, the other provisions of this Agreement will remain
      in
      full force and effect. Any provision of this Agreement held invalid or
      unenforceable only in part or degree will remain in full force and effect to
      the
      extent not held invalid or unenforceable.




**12.11**  **Construction.** The
      headings of Articles and Sections in this Agreement are provided for convenience
      only and will not affect its construction or interpretation. All references
      to
“Articles”, “Sections” and “Parts” refer to the corresponding Articles, Sections
      and Parts of this Agreement and the Disclosure Letter.




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




**12.13**  **Governing
      Law.** This
      Agreement will be governed by and construed under the laws of the State of
      Connecticut without regard to conflicts-of-laws principles that would require
      the application of any other law.




**12.14**  **Execution
      Of Agreement.** This
      Agreement may be executed in one or more counterparts, each of which will be
      deemed to be an original copy of this Agreement and all of which, when taken
      together, will be deemed to constitute one and the same agreement. The exchange
      of copies of this Agreement and of signature pages by facsimile or email
      transmission shall constitute effective execution and delivery of this Agreement
      as to the parties and maybe used in lieu of the original Agreement for all
      purposes. Signatures of the parties transmitted by facsimile or email shall
      be
      deemed to be their original signatures for all purposes.




**12.15**  **Shareholder
      Obligations.** The
      liability of Anton hereunder shall be joint and several with Seller. Where
      in
      this Agreement provision is made for any action to be taken or not taken by
      Seller, Anton undertakes to cause Seller to take or not take such action, as
      the
      case may be. Without limiting the generality of the foregoing, Anton shall
      be
      jointly and severally liable with Seller for the indemnities set forth in
      Article XI.




**12.16**  **Confidentiality.**




(a)  Seller
      and Shareholders shall, and shall cause their Related Persons to, treat any
      Confidential Information (as defined below) received with respect to Buyers,
      or
      from any books or records of Buyers in connection with the Contemplated
      Transactions, strictly confidential, and will not disclose any such Confidential
      Information to third Persons or use such Confidential Information other than
      in
      connection with the consummation of the transactions contemplated by this
      Agreement.




(b)  Between
      the date of this Agreement and the Closing Date and following any termination
      of
      this Agreement (in the event that Closing does not occur), each of Buyer and
      Acquisition Sub shall, and shall cause each of its Representatives and Related
      Persons to, keep all Confidential Information relating to Seller in strict
      confidence, and not at any time for any reason whatsoever, except as expressly
      contemplated under this Agreement to enable each of Buyer and Acquisition Sub
      to
      carry out its obligations hereunder, use such Confidential Information for
      its
      own benefit, or publish, disclose, communicate or divulge such Confidential
      Information to, or use such Confidential Information for the direct or indirect
      benefit of any other person, corporation or entity. Each of Buyer and
      Acquisition Sub will take all steps reasonably necessary to ensure that any
      use
      of such Confidential Information by it or by its Representatives and/or Related
      Persons (which use will be solely pursuant to the terms of this Agreement)
      will
      preserve the confidentiality of such Confidential Information in all respects.




48




(c)  As
      used
      in this Agreement, the term “ Confidential
      Information ”
shall
      mean all confidential information, including without limitation all proprietary
      information, technical information, customer information, pricing information,
      marketing information and personnel information relating to Buyers or Seller,
      as
      the case may be, and their respective customers, products and services, and
      any
      and all other materials and information relating to or dealing with the business
      operations or activities of either party, whether disclosed at, through or
      in
      connection with any inspection, demonstration or presentation or otherwise,
      whether written or oral, tangible or intangible, whether machine readable or
      otherwise, which a party holds confidential. Notwithstanding the foregoing, this Section 12.16 will not apply to any
      information or documents that: (i) is now or hereafter becomes, through no
      act
      or omission on the part of the receiving party, generally known or available
      within the industry, or is now or later enters the public domain through no
      act
      or omission on the part of the receiving party; (ii) was acquired by the
      receiving party before receiving such information from the disclosing party
      and
      without restriction as to use or disclosure; (iii) is hereafter rightfully
      furnished to the receiving party by a third party, without restriction as to
      use
      or disclosure; (iv) is information which the receiving party can document was
      independently developed by the receiving party; (v) is disclosed with the prior
      written consent of the disclosing party; or (vi) is required to be used or
      disclosed by applicable law or by regulation having the force of law, as
      evidenced by a written opinion of counsel reasonably acceptable to the
      disclosing party.




49




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




**Buyer:**
            
            
            **Seller:****SOLOMON TECHNOLOGIES,
              INC:**
            
            
            **DELTRON,
                INC.:**/s/ Gary G. Brandt
            
            
            /s/ Aaron AntonBy:
              Gary G. Brandt
            
            
            By:
                Aaron AntonIts:
              CEO
            
            
            Its:
                President**Acquisition Sub:**
            
            
            **Subsidiary:****DEL-INC ACQUISITION
              LLC:**
            
            
            **CORPORACION DELINC S.A. DE
              CV:****By:
                Solomon Technologies, Inc.,**
              **Its
                  Sole Member**/s/ Gary G. Brandt
            
            
            /s/ Aaron AntonBy:
              Gary G. Brandt
            
            
            By:
                Aaron AntonIts: CEO
            
            
            Its:
                President**Shareholders:**/s/ Aaron AntonAaron
              Anton/s/ Glenna CliftonGlenna
              Clifton/s/ James CliftonJames
              Clifton




50




/s/
                Leslie Anton CliftonLeslie
                Anton Clifton/s/
                Aimee Anton HowleyAimee
                Anton Howley/s/
                Caitlin HowleyCaitlin
                Howley/s/
                Craig HowleyCraig
                Howley/s/
                Ebon HowleyEbon
                Howley/s/
                Margaret HowleyMargaret
                Howley




51




**Annex
      1.1**





**Definitions**





“2002
      Phase I” - as defined in Section 5.10.





“401(K)
      Plan - that certain 40l(k) Plan administered by Hartford Life Insurance Company.





“AAA”
-
      as defined in Section 12.4(a).





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





“Accrued
      Expenses” - as defined in Section 3.4.





“Acquisition
      Sub” - as defined in the first paragraph of this Agreement.





“Active
      Employees” - as defined in Section 10.1(a).





“Adjustment
      Amount” - as defined in Section 2.3(b).





“Agreement”
      - this Agreement.




“Anton”
-
      as defined in the first paragraph of this Agreement.




“Assets”
      - as defined in the final paragraph of Section 2.1.




“Assumed
      Liabilities” - as defined in Section 2.4(a).




“Balance
      Sheet” - as defined in Section 3.4.




“Basket”
      - as defined in Section 11.8.




“Bill
      of
      Sale, Assignment and Assumption Agreement” - as defined in Section
      2.7(a)(i).




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




“Business”
      - as defined in the Recitals of this Agreement.









“Business
      Day” - any day other than (a) Saturday or Sunday, or (b) any other day on which
      banks in are permitted or required to be closed.




“Buyer”
-
      as defined in the first paragraph of this Agreement.




“Buyers”
      - as defined in the first paragraph of this Agreement.




“Buyer
      Group - as defined in Section 5.1.




“Buyer
      Indemnified Persons” - as defined in Section 11.2.




“Buyers’
      Closing Documents” - as defined in Section 4.2(a).




“Cash
      Payment” - as defined in Section 2.3(c)(i).




“Certifications”
      - as defined in Section 2.1(m).




“CERCLA”
      - as defined in Section 3.22(e).




“Closing”
      - as defined in Section 2.6.




“Closing
      Date” - as defined in Section 2.6.




“Closing
      Date Balance Sheet” - as defined in Section 2.3(b)(ii)(A).




“COBRA”
-
      The Consolidated Omnibus Reconciliation Act of 1985. ****




“Code”
-
      the Internal Revenue Code of 1986, as amended.




“Commissions”
      - as defined in Section 3.4(b).




“Competing
      Business” - as defined in Section 3.26.




“Confidential
      Information” - as defined in Section 12.6(c).




“Consent”
      - any approval, consent, ratification, waiver or other
      authorization.




“Consulting
      Agreement” - as defined in Section 2.7(a)(v).




“Contemplated
      Transactions” - all of the transactions contemplated by this
      Agreement.




“Contract”
      - any agreement, contract, lease, consensual obligation, promise or undertaking
      (whether written or oral and whether express or implied), whether or not legally
      binding.




“Damages”
      - as defined in Section 11.2.




2




“December
      Working Capital” - as defined in Section 2.3(b)(ii)(B).




“Disclosure
      Letter” - the disclosure letter delivered by Seller, Subsidiary and Anton to
      Buyers concurrently with the execution and delivery of this
      Agreement.




“Dispute”
      - as defined in Section 12.4(a).




“Disputed
      Items” - as defined in Section 2.3(b)(iii).




“Employee
      Plans” - as defined in Section 3.16(a).




“Encumbrance”
      - any charge, claim, community or other marital property interest, condition,
      equitable interest, lien, option, pledge, security interest, mortgage, right
      of
      way, easement, encroachment, servitude, right of first option, right of first
      refusal or similar restriction, including any restriction on use, voting (in
      the
      case of any security or equity interest), transfer, receipt of income or
      exercise of any other attribute of ownership.




“Environmental,
      Health and Safety Requirements” - all federal, state, local and foreign
      statutes, regulations, ordinances and other provisions having the force or
      effect of law, all judicial and administrative orders and determinations, all
      contractual obligations and all common law obligations concerning public health
      and safety, worker health and safety, and pollution or protection of the
      environment, including without limitation all those relating to the presence,
      use, production, generation, handling, transportation, treatment, storage,
      disposal, distribution, labeling, testing, processing, discharge, release,
      threatened release, control, or cleanup of any Hazardous Materials, substances
      or wastes, chemical substances or mixtures, pesticides, pollutants,
      contaminants, toxic chemicals, petroleum products or byproducts, asbestos,
      polychlorinated biphenyls, noise or radiation, each as amended and as now or
      hereafter in effect.




“Environmental
      Reports” - as defined in Section 5.10.




“EPA”
-
      as defined in Section 10.7(b).




“ERISA”
-
      the Employee Retirement Income Security Act of 1974, as amended.




“ERISA
      Affiliate” - as defined in Section 3.16(a).




“Escrow
      Agent” - as defined in Section 2.7(a)(vii).




“Escrow
      Funds” - as defined in Section 2.3(c)(ii).




“Escrow
      Agreement - as defined in Section 2.7(a)(vii).




“Exchange
      Act” - the Securities Exchange Act of 1934, as amended.




“Excluded
      Assets” - as defined in Section 2.2.




3




“Excluded
      Equipment” - as defined in Section 2.2(d).




“Excluded
      Inventories” - as defined in Section 2.2(k).




“Excluded
      Records” - as defined in Section 2.2(b).




“Facilities”
      - as defined in Section 3.8. Notwithstanding the foregoing, for the purposes
      of
      Sections 3.22 and 11.3, “Facilities” shall mean any real property, leasehold or
      other interest in real property currently or formerly owned or operated by
      Seller or Subsidiary, including the Tangible Personal Property used or operated
      by Seller or Subsidiary at the Facilities.




“Financial
      Statements” - as defined in Section 3.4.




“GAAP”
-
      generally accepted accounting principles consistently applied throughout the
      specified period and in the immediately prior comparable period.




“Governing
      Documents” - with respect to any particular entity, (a) if a corporation, the
      articles or certificate of incorporation and the bylaws; (b) if a general
      partnership, the partnership agreement and any statement of partnership; (c)
      if
      a limited partnership, the limited partnership agreement and the certificate
      of
      limited partnership; (d) if a limited liability company, the articles of
      organization and operating agreement; (e) if another type of Person, any other
      charter or similar document adopted or filed in connection with the creation,
      formation or organization of the Person; (f) all equityholders’ agreements,
      voting agreements, voting trust agreements, joint venture agreements,
      registration rights agreements or other agreements or documents relating to
      the
      organization, management or operation of any Person or relating to the rights,
      duties and obligations of the equityholders of any Person; and (g) any amendment
      or supplement to any of the foregoing.




“Governmental
      Authorization” - any Consent, license, registration or permit issued, granted,
      given or otherwise made available by or under the authority of any Governmental
      Body or pursuant to any Legal Requirement.




“Governmental
      Body” - any: (a) nation, state, county, city, town, borough, village, district
      or other jurisdiction; (b) federal, state, local, municipal, foreign or other
      government; (c) governmental or quasi-governmental authority of any nature
      (including any agency, branch, department, board, commission, court, tribunal
      or
      other entity exercising governmental or quasi-governmental powers); (d)
      multinational organization or body; (e) body exercising, or entitled or
      purporting to exercise, any administrative, executive, judicial, legislative,
      police, regulatory or taxing authority or power; or (f) official of any of
      the
      foregoing.




“Hazardous
      Materials” - any substance, chemical, material or element (i) defined as a
“hazardous substance” under the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980, the Superfund Amendment and
      Reauthorization Act, each as amended, and regulations promulgated thereunder;
      (ii) that constitute “hazardous waste” as defined in the Resource Conservation
      and Recovery Act of 1976, as amended, and regulations promulgated thereunder;
      (iii) that constitute “hazardous materials” as defined in the Hazardous
      Materials Transportation Act, as amended, and regulations promulgated hereunder;
      (iv) that constitute “chemical substance or mixture” as defined in the Toxic
      Substances Control Act, as amended, and regulations promulgated thereunder;
      (v)
      defined as “hazardous” or “toxic” under any Environmental, Health and Safety
      Requirements or that are known or considered to be harmful to the health or
      safety of occupants or users of the Real Property; (vi) which is petroleum,
      petroleum products or derivatives or constituents thereof; (vii) which, by
      any
      laws of any Governmental Body, requires special handling in its collection,
      storage, treatment or disposal.




4




“Hired
      Active Employees” -  as
      defined in Section 10.1(b)(i).




“Indemnified
      Person” - as defined in Section 11.5.




“Indemnifying
      Person” - as defined in Section 11.5.




“Independent
      Accountant” - as defined in Section 2.3(b)(iii).





“Intellectual
      Property” - all intellectual, industrial, and proprietary rights, whether
      domestic or foreign, including: (i) all inventions (whether or not patentable
      and whether or not reduced to practice); (ii) all patents and all patent
      applications (including continuations, continuations-in-part, divisionals,
      provisionals and reissue applications); (iii) all trade names, trademarks and
      service marks (including any word, symbol, trade dress, product configuration,
      icon, logo or other indicia of origin and all goodwill associated therewith)
      along with any registrations therefor and applications for registration thereof;
      (iv) all copyrights and any registrations therefor and applications for
      registration thereof; (v) all trade secrets, confidential information, and
      know-how, including all technical, manufacturing, and engineering information,
      data, new developments, designs or ideas, and all related documentation, whether
      in hard copy or electronic format; (vi) all computer software and source code;
      (vii) all telephone and facsimile numbers; and (viii) all Internet addresses,
      domain names, web sites, and other business addresses.




“Intellectual
      Property Rights” - all Intellectual Property owned, used or held for use by
      Seller or Subsidiary and the right to sue or otherwise claim for past, present
      or future infringement or unauthorized use or disclosure of any Intellectual
      Property owned, used or held for use by Seller or Subsidiary.




“Inventories”
      - all inventories of Seller or Subsidiary, wherever located, including all
      finished goods, work in process, raw materials, spare parts and all other
      materials and supplies to be used or consumed by Seller or Subsidiary in the
      production of finished goods, but excluding the Excluded Inventories.




“IRS”
-
      the United States Internal Revenue Service and, to the extent relevant, the
      United States Department of the Treasury.




“Knowledge”
      - (i) with respect to Anton, his actual knowledge after reasonable inquiry,
      (ii)
      with respect to Seller, the actual knowledge, after reasonable inquiry, of
      Anton
      or John Zampetti, the Vice President of Seller; (iii) with respect to
      Subsidiary, the actual knowledge, after reasonable inquiry, of Anton or Ing.
      Rafael Granja Castro, the General Manager of Subsidiary; and (iv) with respect
      to Buyers, the actual knowledge, after reasonable inquiry, of Gary
      Brandt.




5




“Lease”
-
      as defined in Section 2.7(a)(xiii).




“Leased
      Real Property” - as defined in Section 3.7(b).




“Legal
      Requirement” - any federal, state, local, municipal, foreign, international,
      multinational or other constitution, law, ordinance, principle of common law,
      code, regulation, statute, treaty, judicial or administrative order, notice
      of
      violation or other actionable requirement.




“Liability”
      - with respect to any Person, any liability or obligation of such Person of
      any
      kind, character or description, whether known or unknown, absolute or
      contingent, accrued or unaccrued, disputed or undisputed, liquidated or
      unliquidated, secured or unsecured, joint or several, due or to become due,
      vested or unvested, executory, determined, determinable or otherwise, and
      whether or not the same is required to be accrued on the financial statements
      of
      such Person.




“Maximum
      Limitation” - as defined in Section 11.8.




“Mexican
      Facility” - that certain real property owned by Subsidiary located at Carrertera
      Ribereña KM. 8 Maquilpark Lote #1, Apartado Postal No 295, CD, Reunosa,
      Tamaulipas, Mexico 88780.




“Mexican
      Tax Payment” - as defined in Section 2.3(c)(iii).




“New
      Phase I’s” - as defined in Section 5.10.




“Non
      Real
      Estate Encumbrances” - as defined in Section 3.9(b).




“Order”
-
      any order, injunction, judgment, decree, ruling, assessment or arbitration
      award
      of any Governmental Body or arbitrator.




“Ordinary
      Course of Business” - an action taken by a Person will be deemed to have been
      taken in the Ordinary Course of Business only if that action:




(a)  is
      consistent in nature, scope and magnitude with the past practices of such Person
      and is taken in the ordinary course of the normal, day-to-day operations of
      such
      Person;




(b)  does
      not
      require authorization by the board of directors or shareholders of such Person
      (or by any Person or group of Persons exercising similar authority) and does
      not
      require any other separate or special authorization of any nature;
      and




6




(c)  is
      similar in nature, scope and magnitude to actions customarily taken, without
      any
      separate or special authorization, in the ordinary course of the normal,
      day-to-day operations of other Persons that are in the same line of business
      as
      such Person.




“Other
      Shareholders” - as defined in the first paragraph of this
      Agreement.




“PADEP”
-
      as defined in Section 10.7(b).




“Part”
-
      a part or section of the Disclosure Letter.




“Pennsylvania
      Facility” - that certain real property owned by Seller located at 290
      Wissahickon Avenue, North Whales, PA 19454, USA.




“Permitted
      Encumbrances” - as defined in Section 3.9(b).




“Permitted
      Non Real Estate Encumbrances” - as defined in Section 3.9(b).




“Permitted
      Real Estate Encumbrances” - as defined in Section 3.9(a).




“Person”
      - an individual, partnership, corporation, business trust, limited liability
      company, limited liability partnership, joint stock company, trust,
      unincorporated association, joint venture or other entity or a Governmental
      Body.




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




“Proprietary
      Rights Agreement” - as defined in Section 2.7(a)(vi).




“PRP”
-
      as defined in Section 10.7(b).




“Purchase
      Price” - as defined in Section 2.3.




“Real
      Estate Encumbrances” - as defined in Section 3.9(a).




“Real
      Property” - as defined in Section 3.7(a).




“Record”
      - information that is inscribed on a tangible medium or that is stored in an
      electronic or other medium and is retrievable in perceivable form.




“Related
      Person” - with respect to a Person, means any Person controlling, controlled by
      or under common control with such Person.




“Remedial
      Action” - all actions, including any capital expenditures, required or
      voluntarily undertaken (a) to clean up, remove, treat or in any other way
      address any Hazardous Material or other substance; (b) to prevent the actual
      or
      threatened release, spill, emission, leaking, pumping, pouring, dumping,
      emptying, injunction, deposit, disposal, discharge, dispersal, leaching or
      migration on or into the environment or into or out of any property, or to
      minimize the further release of any Hazardous Material or other substance so
      it
      does not migrate or endanger or threaten to endanger public health or welfare
      or
      the environment; (c) to perform pre-remedial studies and investigations or
      post-remedial monitoring and care; or (d) to bring all Facilities and the
      operations conducted thereon into compliance with Environmental Health and
      Safety Requirements and Governmental Authorizations.




7




“Representative”
      - with respect to a particular Person, any director, officer, manager, employee,
      agent, consultant, advisor, accountant, financial advisor, legal counsel or
      other representative of that Person.




“Retained
      Liabilities” - as defined in Section 2.4(b).




“Seller”
      - as defined in the first paragraph of this Agreement.




“Seller
      Contract” - any Contract (a) under which Seller or Subsidiary has or may acquire
      any rights or benefits; (b) under which Seller or Subsidiary has or may become
      subject to any obligation or liability; or (c) by which Seller or Subsidiary
      or
      any of the assets owned or used by Seller or Subsidiary is or may become
      bound.




“Seller’s
      Closing Documents” - as defined in Section 3.2.




“Seller
      Indemnified Persons” - as defined in Section 11.4.




“Shareholders”
      - as defined in the first paragraph of this Agreement.




“Stock
      Payment” - as defined in Section 2.3(c)(ii).




“Subsidiary”
      - as defined in the Recitals of this Agreement.




“Subsidiary
      Loan Payable” - as defined in Section 10.14.




“Subsidiary
      Stock” - as defined in Section 2.1(m).




“SWDA”
-
      as defined in Section 3.22(e).




“Tangible
      Personal Property” - as defined in Section 2.1(b).




“Target
      Working Capital” - as defined in Section 2.3(b)(i).




“Tax”
-
      any income, gross receipts, license, payroll, employment, excise, severance,
      stamp, occupation, premium, property, environmental, windfall profit, customs,
      vehicle, airplane, boat, vessel or other title or registration, capital stock,
      franchise, employees’ income withholding, foreign or domestic withholding,
      social security, unemployment, disability, real property, personal property,
      sales, use, transfer, value added, alternative, add-on minimum and other tax,
      fee, assessment, levy, tariff, charge or duty of any kind whatsoever and any
      interest, penalty, addition or additional amount thereon imposed, assessed
      or
      collected by or under the authority of any Governmental Body or payable under
      any tax-sharing agreement or any other Contract.




8




“Tax
      Return” - any return (including any information return), report, statement,
      schedule, notice, form, declaration, claim for refund or other document or
      information filed with or submitted to, or required to be filed with or
      submitted to, any Governmental Body in connection with the determination,
      assessment, collection or payment of any Tax or in connection with the
      administration, implementation or enforcement of or compliance with any Legal
      Requirement relating to any Tax.




“Third-Party
      Claim” - any claim against any Indemnified Person by a third party, whether or
      not involving a Proceeding.




“Title
      Commitment” - as defined in Section 10.11.




“Title
      Objection” - as defined in Section 10.11.




“WARN
      Act” - as defined in Section 3.23(b).




“Working
      Capital” - as defined in Section 2.3(b)(i).




“Working
      Capital Holdback Amount” - as defined in Section 2.3(b)(ii)(B).




9





**LISTS
      OF EXHIBITS AND PARTS TO DISCLOSURE SCHEDULE**




List
                  of ExhibitsExhibit
                  2.7(a)(v))
              -
              Consulting
                  AgreementExhibit
                  2.7(a)(vi)
              -
              Proprietary
                  Rights AgreementExhibit
                  2.7(a)(vii)
              -
              Escrow
                  AgreementExhibit
                  2.7(a)(xiii)
              -
              LeaseExhibit
                  2.7(a)(xvi)
              -
              ReleaseList
                  of PartsPart
                  2.2(d)
              -
              Excluded
                  EquipmentPart
                  2.2(f)
              -
              Excluded
                  ContractsPart
                  2.2(k)
              -
              Excluded
                  InventoriesPart
                  2.4(a)(i)
              -
              Accounts
                  PayablePart
                  2.4(a)(ii)
              -
              Accrued
                  ExpensesPart
                  3.1(a)
              -
              QualificationsPart
                  3.2(b)
              -
              ConflictsPart
                  3.2(c)
              -
              ConsentsPart
                  3.3
              -
              List
                  of ShareholdersPart
                  3.4(a)
              -
              Financial
                  StatementsPart
                  3.4(b)
              -
              Value
                  of Accrued ExpensesPart
                  3.7(a)
              -
              Real
                  PropertyPart
                  3.7(b)
              -
              Leased
                  Real PropertyPart
                  3.9(a)
              *-*
              *Real
                  Estate Encumbrances*Part
                  3.9(b)
              -
              Non
                  Real Estate EncumbrancesPart
                  3.10(b)
              -
              Tangible
                  Personal Property
  10
  Part
                  3.11
              -
              Accounts
                  ReceivablePart
                  3.13
              -
              Undisclosed
                  LiabilitiesPart
                  3.14(a)
              -
              TaxesPart
                  3.15
              -
              Material
                  Adverse ChangesPart
                  3.16(a)
              -
              Employee
                  Benefit PlansPart
                  3.16(b)
              -
              Exceptions
                  to Employee BenefitsPart
                  3.17(a)
              -
              Compliance
                  with Legal RequirementsPart
                  3.17(b)
              -
              Government
                  AuthorizationsPart
                  3.17(c)
              -
              CertificationsPart
                  3.18
              -
              Legal
                  ProceedingsPart
                  3.19
              -
              Changes
                  in OperationsPart
                  3.20(a)
              -
              ContractsPart
                  3.20(b)
              -
              Compliance
                  with Seller ContractsPart
                  3.21
              -
              InsurancePart
                  3.22
              -
              Environmental
                  MattersPart
                  3.23(a)
              -
              Employee
                  MattersPart
                  3.23(c)
              -
              Restrictions
                  on Officers, Directors and EmployeesPart
                  3.24(b)
              -
              Labor
                  ContractsPart
                  3.25(a)
              -
              Intellectual
                  Property Rights Not Solely and Exclusively Owned by
                  SellerPart
                  3.25(b)
              -
              Intellectual
                  Property Rights Solely and Exclusively Owned by SellerPart
                  3.26
              -
              Relationship
                  with Related PersonsPart
                  10.1(b)(ii)
              -
              List
                  of Retained Employees




11





**AMENDMENT
      NO. 1**


**TO**


**ASSET
      PURCHASE AGREEMENT**




**AMENDMENT
      NO. 1, DATED JULY 9, 2007 (“** **AMENDMENT
      NO. 1** **”),** to
      the
      Asset Purchase Agreement (“ Purchase
      Agreement ”),
      dated
      June 1, 2007, is entered into by and among **Solomon
      Technologies, Inc.** ,
      a
      Delaware corporation (“ Buyer ”)
      by
      itself and through its wholly-owned subsidiary **Del-Inc
      Acquisition LLC** ,
      a
      Delaware limited liability company (“ Acquisition
      Sub ”;
      together with Buyer, the “ Buyers ”), **Deltron,
      Inc.** ,
      a
      Pennsylvania corporation (“ Seller ”), **Corporacion
      Delinc S.A. de CV** ,
      a
      Reynosa, Tamaulipas, Mexico corporation (“ Subsidiary ”), **Aaron
      Anton** ,
      a
      resident of the Commonwealth of Pennsylvania (“ Anton ”),
      and
      the other shareholders listed in Part 3.3 of the Purchase Agreement
      (“ Other
      Shareholders ”;
      together with Anton, collectively, “ Shareholders ”).





The
      parties to the Purchase Agreement have determined to extend the Closing Date
      and
      the date upon which the Purchase Agreement may be terminated.





Capitalized
      terms not defined herein have the meanings assigned to those terms in the
      Purchase Agreement.





**NOW
      THEREFORE** ,
      for
      good and valuable consideration, the parties hereby agree as
      follows:





1.  Amendment .
      The
      Purchase Agreement is hereby amended as follows:





A.  *Section
      2.6.* The
“Closing Date” of July 10, 2007 is deleted and replaced with the date July 26,
      2007.





B.  *Section
      9.1.* Reference to the date May 31, 2007 in Section 9.1 is hereby deleted and replaced
      with the date, August 2, 2007.





C.  *Section
      12.15.* The
      Other
      Shareholders hereby appoint Anton to act as their representative, agent and
      attorney-in-fact with full authority to make further amendments to the Purchase
      Agreement as he deems reasonably necessary under the circumstances. Anton’s
      signature on his individual behalf on any further amendments to the Purchase
      Agreement shall additionally bind each of the Other Shareholders to such
      amendments.





2.  Affirmation .
      Except
      as expressly modified hereby, all terms and conditions of the Purchase Agreement
      and any ancillary documents attached as exhibits to the Purchase Agreement
      shall
      remain in full force and effect and are hereby ratified and confirmed by the
      parties signatory thereto.




3.  Execution . **** This
      Amendment No. 1 may be executed in any number of counterparts, each of which
      when so executed and delivered, whether by hand, electronic mail or facsimile,
      shall be deemed to be an original and all of which counterparts, taken together,
      shall constitute but one and the same instrument.




***{Signature
      Page Follows}***









IN
      WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as of the
      day and year first above written.




**Buyer:**
            
            
            **Seller:****SOLOMON TECHNOLOGIES,
              INC:**
            
            
            **DELTRON, INC.:**/s/ Gary G. Brandt
            
            
            /s/ John ZampettiBy:
              Gary G. Brandt
            
            
            By:John
              ZampettiIts: CEO
            
            
            Its:
Vice
              President   **Acquisition
                Sub:**
              
              
              **Subsidiary:****DEL-INC ACQUISITION
                LLC:**
              
              
              **CORPORACION DELINC S.A. DE
                CV:****By: 
                  Solomon Technologies, Inc.,**
                **Its
                  Sole Member**/s/ Gary G. Brandt
              
              
              /s/ Jayne Strohlein AntonBy: Gary G. Brandt
                Its: CEO
              
              
              By: Jayne
                  Strohlein Anton, as Attorney
                -in-Fact
                  for Aaron AntonIts:
Sole
                Administrator/s/ Leslie CliftonBy:Leslie
                  Clifton, as Attorney-in-Fact
                for
                  Aaron AntonIts:Sole
                Administrator
 
 **Shareholders:**/s/ Jayne Strohlein Anton
              
              
              /s/ Leslie CliftonJayne
                Strohlein Anton, as Attorney-in-Fact
              
              
              Leslie
                Clifton, as Attorney-in-Fact forfor Aaron Anton
              
              
              Aaron
                Anton/s/ Leslie Anton CliftonLeslie
                Anton Clifton











/s/ Leslie Anton Clifton
            
            
            /s/ Leslie CliftonLeslie
              Anton Clifton, as Custodian for
            
            
            Leslie
              Clifton, Trustee for Glenna CliftonGlenna
              Clifton
            
            
            U/D/T dated 5/30/91/s/ Leslie Anton Clifton
            
            
            /s/ Leslie CliftonLeslie
              Anton Clifton, as Custodian for
            
            
            Leslie
              Clifton, Trustee for James CliftonJames Clifton
            
            
            U/D/T dated 5/30/91/s/ Aimee Anton HowleyAimee Anton Howley/s/ Aimee Anton Howley
            
            
            /s/ Aimee Anton HowleyAimee
              Anton Howley, as Custodian for
            
            
            Aimee
              Howley, Trustee for Caitlin HowleyCaitlin Howley
            
            
            U/D/T dated 5/30/91/s/ Aimee Anton Howley
            
            
            /s/ Aimee Anton HowleyAimee
              Anton Howley, as Custodian for
            
            
            Aimee Howley, Trustee for Ebon HowleyEbon Howley
            
            
            U/D/T dated 5/30/91/s/ Aimee Anton Howley
            
            
            /s/ Aimee Anton HowleyAimee
              Anton Howley, as Custodian for
            
            
            Aimee Howley, Trustee for MargetMarget Howley
            
            
            Howley U/D/T dated 5/30/91/s/ Craig HowleyCraig
              Howley











**AMENDMENT
      NO. 2**


**TO**


**ASSET
      PURCHASE AGREEMENT**




**AMENDMENT
      NO. 2, DATED AUGUST 2, 2007 (“** **AMENDMENT
      NO. 2** **”),** to
      the
      Asset Purchase Agreement (“ Purchase
      Agreement ”),
      dated
      June 1, 2007, as amended by that certain Amendment No. 1, dated July 9, 2007,
      is
      entered into by and among **Solomon
      Technologies, Inc.** ,
      a
      Delaware corporation (“ Buyer ”)
      by
      itself and through its wholly-owned subsidiary **Del-Inc
      Acquisition LLC** ,
      a
      Delaware limited liability company (“ Acquisition
      Sub ”;
      together with Buyer, the “ Buyers ”), **Deltron,
      Inc.** ,
      a
      Pennsylvania corporation (“ Seller ”), **Corporacion
      Delinc S.A. de CV** ,
      a
      Reynosa, Tamaulipas, Mexico corporation (“ Subsidiary ”), **Aaron
      Anton** ,
      a
      resident of the Commonwealth of Pennsylvania (“ Anton ”),
      acting individually and as agent for the other shareholders listed in Part
      3.3
      of the Purchase Agreement (“ Other
      Shareholders ”;
      together with Anton, collectively, “ Shareholders ”).





The
      parties to the Purchase Agreement have determined to extend the Closing Date
      and
      the date upon which the Purchase Agreement may be terminated.





Capitalized
      terms not defined herein have the meanings assigned to those terms in the
      Purchase Agreement.





**NOW
      THEREFORE** ,
      for
      good and valuable consideration, the parties hereby agree as
      follows:





1.  Amendment .
      The
      Purchase Agreement is hereby amended as follows:





A.  *Section
      2.6.* The
“Closing Date” of July 26, 2007 is deleted and replaced with the date August 6,
      2007.





B.  *Section
      9.1.* Reference to the date August 2, 2007 in Section 9.1 is hereby deleted and
      replaced with the date, August 10, 2007.





2.  Affirmation .
      Except
      as expressly modified hereby, all terms and conditions of the Purchase Agreement
      and any ancillary documents attached as exhibits to the Purchase Agreement
      shall
      remain in full force and effect and are hereby ratified and confirmed by the
      parties signatory thereto.




3.  Execution . **** This
      Amendment No. 1 may be executed in any number of counterparts, each of which
      when so executed and delivered, whether by hand, electronic mail or facsimile,
      shall be deemed to be an original and all of which counterparts, taken together,
      shall constitute but one and the same instrument.




***{Signature
      Page Follows}***







**IN
      WITNESS WHEREOF** ,
      the
      undersigned have executed this Amendment No. 2 as of the day and year first
      above written.




**Buyer:**
            
            
            **Seller:****SOLOMON TECHNOLOGIES, INC:**
              
              /s/ Gary G. Brandt
            
            
            **DELTRON, INC.:**
              
              /s/ John ZampettiBy:
              Gary G. Brandt
            
            
            By:John
              ZampettiIts: CEO
            
            
            Its:Vice
              President




**Acquisition
                Sub:**
              
              
              **Subsidiary:****DEL-INC ACQUISITION
                  LLC:**
              
              
              **CORPORACION DELINC S.A. DE
                  CV:****By:
                  Solomon Technologies, Inc.,**
                **Its
                  Sole Member**/s/ Gary G. Brandt
              
              
              /s/ John ZampettiBy:
                Gary G. Brandt
              
              
              By:John
                ZampettiIts: President
              
              
              Its:Sole
                Administrator
  **Shareholders:**By:
              Aaron Anton, individually and as agent on
                behalf of the Other Shareholders/s/ Leslie CliftonBy:   Leslie Clifton, as duly appointed
                Co-Executor
                  of Anton’s Estate/s/ Aimee HowleyBy:Aimee
                  Howley, as duly appointed
                Co-Executor
                  of Anton’s Estate/s/ Samuel E. DennisBy:Samuel
                  E. Dennis, as duly appointed
                Co-Executor
                  of
                  Anton’s Estate