STOCK
      PURCHASE AGREEMENT

     

    
      
 

    by
      and among

    


    TITAN
      ENERGY WORLDWIDE, INC.,

    


    CJ’s
      SALES AND SERVICE OF OCALA, INC.

    


    and

    


    MR.
      DUDLEY HARGROVE

    


    Dated
      as of August 12, 2008



    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    TABLE
      OF CONTENTS


     

    
      	 	
              Page

            
	 	 
	
              ARTICLE
                1. DEFINITIONS

            	
              1

            
	
              1.1

            	
              Certain
                Definitions

            	
              1

            
	
              1.2

            	
              Glossary
                of Other Defined Terms

            	
              9

            
	 	 	 
	
              ARTICLE
                2.

            	
              10

            
	 	 
	SALE
              AND TRANSFER OF SHARES; PURCHASE PRICE;	
              10

            
	 	 
	ASSUMPTION
              OF COMPANY ASSETS AND DEBTS	
              10

            
	
              2.1

            	
              Shares

            	
              10

            
	
              2.2

            	
              Purchase
                Price

            	
              10

            
	
              2.4

            	
              Further
                Agreements Regarding Scheduled Debt. .

            	
              12

            
	
              2.5

            	
              Consideration
                for Non-Competition

            	
              12

            
	 	 	 
	
              ARTICLE
                3

            	
              14

            
	 	 
	CLOSING	
              14

            
	
              3.1

            	
              Closing

            	
              14

            
	
              3.2

            	
              Closing
                Obligations

            	
              14

            
	 	 	 
	
              ARTICLE
                4.

            	
              16

            
	 	 
	REPRESENTATIONS
              AND WARRANTIES OF THE COMPANY AND THE SELLER	
              16

            
	
              4.1

            	
              Organization
                and Good Standing.

            	
              16

            
	
              4.2

            	
              Authority;
                No Conflict.

            	
              16

            
	
              4.3

            	
              Required
                Consents

            	
              17

            
	
              4.4

            	
              Capitalization

            	
              17

            
	
              4.5

            	
              Financial
                Statements

            	
              18

            
	
              4.6

            	
              Books
                and Records

            	
              18

            
	
              4.7

            	
              Title
                To Properties; Shares; Encumbrances

            	
              18

            
	
              4.8

            	
              Accounts
                Receivable

            	
              19

            
	
              4.9

            	
              Inventory

            	
              19

            
	
              4.10

            	
              No
                Undisclosed Liabilities

            	
              19

            
	
              4.11

            	
              Indebtedness

            	
              19

            
	
              4.12

            	
              Taxes.

            	
              19

            
	
              4.13

            	
              No
                Material Adverse Effect

            	
              20

            
	
              4.14

            	
              Employee
                Benefits.

            	
              20

            
	
              4.15

            	
              Compliance
                with Legal Requirements; Governmental Authorizations.

            	
              23

            
	
              4.16

            	
              Legal
                Proceedings.

            	
              24

            
	
              4.17

            	
              Absence
                of Certain Changes and Events

            	
              24

            
	
              4.18

            	
              Contracts;
                No Defaults.

            	
              25

            
	
              4.19

            	
              Insurance

            	
              27

            
	
              4.21

            	
              Environmental
                Matters.

            	
              29

            
	
              4.22

            	
              Employees.

            	
              30

            
	
              4.23

            	
              Labor
                Relations; Compliance

            	
              31

            


    

    



    
      
         

      

      
        i

        
          

        

      

      
         

      

    

    


    
      	
              4.25

            	
              Customers
                and Suppliers

            	
              33

            
	
              4.26

            	
              Relationships
                With Related Persons

            	
              33

            
	
              4.27

            	
              Credit,
                Rebate, Product Warranties and Related Matters

            	
              33

            
	
              4.28

            	
              Brokers
                or Finders

            	
              34

            
	
              4.29

            	
              Disclosure

            	
              34

            
	 	 	 
	
              ARTICLE
                5. REPRESENTATIONS AND WARRANTIES OF BUYER

            	
              34

            
	
              5.1

            	
              Organization
                and Good Standing

            	
              34

            
	
              5.2

            	
              Authority;
                No Conflict.

            	
              34

            
	
              5.3

            	
              Consents

            	
              35

            
	
              5.4

            	
              Certain
                Proceedings

            	
              34

            
	
              5.5

            	
              Brokers
                or Finders

            	
              35

            
	
              5.6

            	
              SEC
                Filings. 

            	
              35

            
	
              5.7

            	
              Valid
                Issuance. 

            	
              36

            
	 	 	 
	
              ARTICLE
                6. PRE-CLOSING COVENANTS

            	
              36

            
	
              6.1

            	
              Access
                and Investigation

            	
              36

            
	
              6.2

            	
              Operation
                of the Businesses of the Company.

            	
              36

            
	
              6.3

            	
              Required
                Approvals.

            	
              39

            
	
              6.4

            	
              Efforts
                to Satisfy Conditions.

            	
              39

            
	
              6.5

            	
              Notification

            	
              39

            
	
              6.6

            	
              No
                Negotiation

            	
              40

            
	
              6.7

            	
              Bank
                Accounts; Powers of Attorney

            	
              40

            
	
              6.8

            	
              Supplements
                to Disclosure Schedule. 

            	
              40

            
	
              6.9

            	
              Certain
                Tax Matters.

            	
              40

            
	
              6.10

            	
              Audit

            	
              41

            
	 	 	 
	
              ARTICLE
                7. POST-CLOSING COVENANTS

            	
              41

            
	
              7.1

            	
              Covenant
                Not to Compete

            	
              41

            
	
              7.2

            	
              Certain
                Tax Matters.

            	
              42

            
	
              7.3

            	
              Further
                Assurances

            	
              43

            
	
              7.4

            	
              Litigation
                Support

            	
              43

            
	
              7.5

            	
              Cooperation:
                Audited Financial Statements

            	
              43

            
	 	 	 
	
              ARTICLE
                8. CONDITIONS PRECEDENT TO BUYER’S OBLIGATION TO CLOSE

            	
              43

            
	
              8.1

            	
              Accuracy
                of Representations and Warranties

            	
              43

            
	
              8.2

            	
              Seller’s
                Performance.

            	
              44

            
	
              8.3

            	
              Consents

            	
              44

            
	
              8.4

            	
              No
                Proceedings

            	
              44

            
	
              8.5

            	
              No
                Claim Regarding Stock Ownership or Sale Proceeds

            	
              44

            
	
              8.6

            	
              No
                Prohibition

            	
              44

            
	
              8.7

            	
              No
                Material Adverse Effect.

            	
              44

            
	
              8.8

            	
              Confirmation
                of Audited Financial Statements

            	
              45

            
	 	 	 
	
              ARTICLE
                9. CONDITIONS PRECEDENT TO SELLER’S OBLIGATION TO CLOSE

            	
              45

            
	
              9.1

            	
              Accuracy
                of Representations and Warranties

            	
              45

            
	
              9.2

            	
              Buyer’s
                Performance.

            	
              45

            
	
              9.3

            	
              No
                Injunction

            	
              46

            


    

     

    
      
         

      

      
        ii

        
          

        

      

      
         

      

    

    


    
      	
              ARTICLE
                10. TERMINATION

            	
              46

            
	
              10.1

            	
              Termination
                Events

            	
              46

            
	
              10.2

            	
              Effect
                of Termination

            	
              46

            
	 	 
	
              ARTICLE
                11. INDEMNIFICATION

            	
              46

            
	
              11.1

            	
              Survival

            	
              46

            
	
              11.2

            	
              Indemnification
                by Seller

            	
              47

            
	
              11.3

            	
              Indemnification
                by Buyer

            	
              47

            
	
              11.4

            	
              Procedure
                for Indemnification

            	
              47

            
	
              11.5

            	
              Additional
                Agreements Regarding Indemnity.

            	
              49

            
	
              11.6

            	
              Setoff

            	
              49

            
	 	 
	
              ARTICLE
                12. GENERAL PROVISIONS

            	
              50

            
	
              12.1

            	
              Expenses

            	
              50

            
	
              12.2

            	
              Public
                Announcements; Market Stand-Off

            	
              50

            
	
              12.3

            	
              Confidentiality

            	
              50

            
	
              12.4

            	
              Notices

            	
              50

            
	
              12.5

            	
              Jurisdiction

            	
              52

            
	
              12.6

            	
              Waiver

            	
              52

            
	
              12.7

            	
              Entire
                Agreement and Modification

            	
              52

            
	
              12.8

            	
              Disclosure
                Schedule

            	
              52

            
	
              12.9

            	
              Assignments,
                Successors, and No Third-Party Rights

            	
              52

            
	
              12.10

            	
              Severability

            	
              53

            
	
              12.11

            	
              Interpretation
                and Rules of Construction

            	
              53

            
	
              12.12

            	
              Time
                of Essence

            	
              53

            
	
              12.13

            	
              Governing
                Law

            	
              53

            
	
              12.14

            	
              Counterparts

            	
              53

            


    

    


    Exhibits:

    


    
      	
              Exhibit
                A -

            	
              Consulting
                Agreement

            
	
              Exhibit
                B - 

            	
              Licensing
                Agreement

            
	
              Exhibit
                C - 

            	
              Series
                E Certificate

            
	
              Exhibit
                D - 

            	
              Stock
                Restriction Agreement

            
	
              Exhibit
                E -

            	
              Promissory
                Note

            
	
              Exhibit
                F - 

            	
              Seller’s
                Release

            
	
              Exhibit
                G - 

            	
              Lease
                Agreement

            


    

     

    
      
         

      

      
        iii

        
          

        

      

      
         

      

    

    


    STOCK
      PURCHASE AGREEMENT

    


    This
      Stock Purchase Agreement (this “Agreement”)
      is
      made as of August 12, 2008 (the “Effective
      Date”),
      by
      and among Titan Energy Worldwide, Inc., a Nevada corporation (“Buyer”),
      CJ’s
      Sales and Service of Ocala, Inc., a Florida corporation (the “Company”),
      and
      Mr. Dudley Hargrove, an individual resident of Florida (the “Seller”).

    


    RECITALS

    


    A. The
      Company is engaged in
      the
      sales, service, rental, and supply of parts for generator sets and automatic
      transfer switches (the
      “Business”).

    


    B. Seller
      owns all of the outstanding capital stock of the Company.

    


    C. Seller
      desires to sell, and Buyer desires to purchase, all of the issued and
      outstanding shares (the “Shares”)
      of
      capital stock of the Company, for the consideration and on the terms set forth
      in this Agreement.

    


    AGREEMENT

    


    In
      consideration of the foregoing and the respective representations, warranties,
      covenants and agreements set forth below, and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      Buyer, the Company and Seller agree as follows:

    


    ARTICLE
      1.

    DEFINITIONS

     

    1.1 Certain
      Definitions.
      For
      purposes of this Agreement, the following terms have the following
      meanings:

     

    “Adverse
      Consequence”
means
      any loss, Liability, claim, damage (including incidental and consequential
      damages), expense (including costs of investigation and defense and reasonable
      attorneys’ fees) diminution of value, or costs of cleanup, containment, or other
      remediation, whether or not involving a third-party claim.

    


    “Affiliate”
of
      a
      specified Person means a Person who, directly or indirectly through one or
      more
intermediaries,
      controls, is controlled by, or is under common control with, such specified
      Person.

    


    “Applicable
      Contract”
of
      either the Buyer or the Company means any Contract (a) under which such party
      has or may acquire any rights, (b) under which such party has or may become
      subject to any Liability, or (c) by which such party or any of the assets owned
      or used by it is or may become bound.

    


    A
      “Breach”
of
      a
      representation, warranty, covenant, obligation, or other provision of this
      Agreement or any instrument delivered pursuant to this Agreement will be deemed
      to have occurred if there is or has been (a) any inaccuracy in or breach of,
      or
      any failure to perform or comply with, such representation, warranty, covenant,
      obligation, or other provision, or (b) any claim (by any Person) or other
      occurrence or circumstance that is or was inconsistent with such representation,
      warranty, covenant, obligation, or other provision, and the term “Breach” means
      any such inaccuracy, breach, failure, claim, occurrence, or
      circumstance.


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


    “Buyer
      Common Stock”
means
      the common stock of Buyer, $0.0001 par value.

    


    “Buyer
      Indemnified Persons”
means
      Buyer and its Representatives, Related Persons and Affiliates, including,
      from
      and after the Closing, the Company.

     

    “Buyer
      Series D Preferred Stock”
means
      the Series D preferred stock of Buyer, $0.0001 par value.
      

    


    “Buyer
      Series E Preferred Stock”
      means
      the
      Series E preferred stock of Buyer, $0.0001 par value.

     

    “Closing
      Date”
means
      the date and time as of which the Closing actually takes place.

    


    “Consent”
means
      any approval, consent, ratification, waiver, or other authorization (including
      any Governmental Authorization).

    


    “Consulting
      Agreement” means
      the
      consulting agreement between the Company and Seller dated as of the Closing
      Date, in the form attached hereto as Exhibit
      A.
      

    


    “Contemplated
      Transactions”
means
      all of the transactions contemplated by this Agreement, including: (a) the
      sale
      of the Shares by Seller to Buyer; (b) the issuance of shares of Buyer Series
      E
      Preferred Stock to the Seller; (c) the execution, delivery, and performance
      of
      the Note, the Consulting Agreement, Licensing Agreement, Seller’s Release, Lease
      Agreement and Stock Restriction Agreement; (d) the performance by Buyer, the
      Company and Seller of their respective covenants and obligations under this
      Agreement and any agreement executed and delivered pursuant to the terms hereof
      and the Seller’s Closing Documents; and (e) Buyer’s acquisition and ownership of
      the Shares and exercise of control over the Company.

    


    “Contract”
means
      any agreement, contract, obligation, promise, or undertaking (whether written
      or
      oral and whether express or implied) that is legally binding.

    


    “Encumbrance”
means
      any charge, claim, community property interest, condition, equitable interest,
      lien, option, pledge, security interest, hypothecation, mortgage, right of
      first
      refusal, or similar encumbrance or restriction of any kind, including any
      restriction on use, voting, transfer, receipt of income, or exercise of any
      other attribute of ownership.

    


    “Enforceability
      Exceptions”
means
      (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws
      now
      or hereafter in effect affecting the enforceability of creditors’ rights
      generally, and (b) general principles of equity which may limit the availability
      of remedies (regardless of whether enforceability is considered in a proceeding
      in equity or at law).

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    “Environment”
means
      soil, land surface or subsurface strata, surface waters (including navigable
      waters, ocean waters, streams, ponds, drainage basins, and wetlands),
      groundwaters, drinking
      water
      supply, stream sediments, ambient air (including indoor air), plant and animal
      life, and any other environmental medium or natural resource.

    


    “Environmental,
      Health, and Safety Liabilities”
means
      any cost, damages, expense, Liability, obligation, or other responsibility
      arising from or under Environmental Law or Occupational Safety and Health Law
      and consisting of or relating to: (a) any environmental, health, or safety
      matters or conditions (including on-site or off-site contamination, occupational
      safety and health, and regulation of chemical substances or products); (b)
      fines, penalties, judgments, awards, settlements, legal or administrative
      proceedings, damages, losses, claims, demands and response, investigative,
      remedial, or inspection costs and expenses arising under Environmental Law
      or
      Occupational Safety and Health Law; (c) financial responsibility under
      Environmental Law or Occupational Safety and Health Law for cleanup costs or
      corrective action, including any investigation, cleanup, removal, containment,
      or other remediation or response actions (“Cleanup”)
      required by applicable Environmental Law or Occupational Safety and Health
      Law
      (whether or not such Cleanup has been required or requested by any Governmental
      Body or any other Person) and for any natural resource damages; or (d) any
      other
      compliance, corrective, investigative, or remedial measures required under
      Environmental Law or Occupational Safety and Health Law. The terms “removal,”
“remedial,” and “response action,” include the types of activities covered by
      the United States Comprehensive Environmental Response, Compensation, and
      Liability Act, 42 U.S.C. § 9601 et seq., as amended (“CERCLA”).

    


    “Environmental
      Law”
means
      any Legal Requirement that requires or relates to: (a) advising appropriate
      authorities, employees, and the public of intended or actual releases of
      pollutants or hazardous substances or materials, violations of discharge limits,
      or other prohibitions and of the commencements of activities, such as resource
      extraction or construction, that could have significant impact on the
      Environment; (b) preventing or reducing to acceptable levels the release of
      pollutants or hazardous substances or materials into the Environment; (c)
      reducing the quantities, preventing the release, or minimizing the hazardous
      characteristics of wastes that are generated; (d) assuring that products are
      designed, formulated, packaged, and used so that they do not present
      unreasonable risks to human health or the Environment when used or disposed
      of;
      (e) protecting resources, species, or ecological amenities; (f) reducing to
      acceptable levels the risks inherent in the transportation of hazardous
      substances, pollutants, oil, or other potentially harmful substances; (g)
      cleaning up pollutants that have been released, preventing the threat of
      release, or paying the costs of such clean up or prevention; or (h) making
      responsible parties pay private parties, or groups of them, for damages done
      to
      their health or the Environment, or permitting self-appointed representatives
      of
      the public interest to recover for injuries done to public assets.

    


    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, as amended, or any
      successor law, and regulations and rules issued pursuant to that Act or any
      successor law.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    “Facilities”
means
      any real property, leaseholds, or other interests currently or formerly owned
      or
      operated by the Company and any buildings, plants, structures, or equipment
      (including motor vehicles) currently or formerly owned or operated by the
      Company. 

    


    “Financial
      Statements”
means,
      collectively, the Unaudited Balance Sheet of the Company and the Compiled
      Financial Statements. 

    


    “GAAP”
means
      generally accepted United States accounting principles, applied on a basis
      consistent with the basis on which the Financial Statements were
      prepared.

    


    “Governmental
      Authorization”
means
      any approval, consent, license, permit, waiver, or other authorization issued,
      granted, given, or otherwise made available by or under the authority of any
      Governmental Body or pursuant to any Legal Requirement.

    


    “Governmental
      Body”
means
      any federal, state, local or other applicable authority.

    


    “Hazardous
      Activity”
means
      the distribution, generation, handling, importing, management, manufacturing,
      processing, production, refinement, Release, storage, transfer, transportation,
      treatment, or use (including any withdrawal or other use of groundwater) of
      Hazardous Materials in, on, under, about, or from the Facilities or any part
      thereof into the Environment, and any other act, business, operation, or thing
      that increases the danger, or risk of danger, or poses an unreasonable risk
      of
      harm to persons or property on or off the Facilities, or that may affect the
      value of the Facilities or the Company.

    


    “Hazardous
      Materials”
means
      any waste or other substance that is listed, defined, designated, or classified
      as, or otherwise determined to be, hazardous, radioactive, or toxic or a
      pollutant or a contaminant under or pursuant to any Environmental Law, including
      any admixture or solution thereof, and specifically including petroleum and
      all
      derivatives thereof or synthetic substitutes therefor, silica or
      silica-containing materials and asbestos or asbestos-containing
      materials.

    


    “Income
      Taxes”
means
      all Taxes based upon or measured by gross or net receipts or gross or net
      income, including Taxes in the nature of minimum taxes, tax preference items,
      and alternative minimum taxes, and Taxes on capital or net worth or capital
      stock, but excluding Taxes that are in the nature of sales, use, property,
      Transfer, recording, or similar Taxes.

    


    “Indebtedness”
of
      any
      Person means the principal of, premium, if any, and unpaid interest on (a)
      indebtedness for money borrowed from others; (b) indebtedness guaranteed,
      directly or indirectly, in any manner by such Person, or in effect guaranteed,
      directly or indirectly, in any manner by such Person through an agreement,
      contingent or otherwise, to supply funds to, or in any other manner invest
      in,
      the debtor, or to purchase indebtedness, or to purchase and pay for property
      if
      not delivered, or pay for services if not performed, primarily for the purpose
      of enabling the debtor to make payment of the indebtedness or to assure the
      owners of the indebtedness against loss; (c) all indebtedness secured by any
      Encumbrance upon property or assets owned by such Person, even though such
      Person has not in any manner become liable for the payment of such indebtedness;
      (d) all indebtedness or other liabilities of such Person created or arising
      under any capitalized lease, conditional sale, lease (intended primarily as
      a
      financing device) or other title retention or security agreement with respect
      to
      property acquired by such Person even though the rights and remedies of Seller,
      lessor or lender under such agreement or lease in the event of default may
      be
      limited to repossession or sale of such property; and (e) renewals, extensions
      and refundings of any such indebtedness.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    “Intellectual
      Property”
      means
      (a)
      patents, patent applications and inventions
      and discoveries that may be patentable,
      (b)
      trademarks, service marks, trade names, fictional business names, service marks,
      trade dress and domain names, together with the goodwill associated therewith,
      (c) copyrights,
      including copyrights in computer software, (d) all
      rights in mask works, (e)
      confidential and proprietary information, including trade secrets,
      know-how,
      customer
      lists, software, technical information, data, process technology, plans,
      drawings, and blue prints,
      (f)
      registrations and applications for registration of the foregoing, and (g) all
      causes of action, if any, for infringement, conversion or misuse of any of
      the
      foregoing, and all rights of recovery related thereto.

    


    “Inventory”
means
      all inventories of raw materials, work in process, component parts and finished
      goods (including goods in transit from or to the locations at which the Business
      is conducted), office supplies, backlog, and service and repair parts, supplies
      and components held for resale, including any of the foregoing purchased subject
      to conditional sales or title retention agreements in favor of any third party,
      together with related packaging materials and all rights of the Company against
      suppliers of such inventories.

    


    “IRC”
or
      “Code”
means
      the Internal Revenue Code of 1986, as amended, or any successor law, and
      regulations issued by the IRS pursuant to the Internal Revenue Code or any
      successor law.

    


    “IRS”
means
      the United States Internal Revenue Service or any successor agency, and, to
      the
      extent relevant, the United States Department of the Treasury.

    


    “Knowledge”
means
      an individual will be deemed to have “Knowledge” of a particular fact or other
      matter if: (a) such individual is actually aware of such fact or other matter;
      or (b) a prudent individual could be expected to discover or otherwise become
      aware of such fact or other matter in the course of conducting a reasonably
      comprehensive investigation concerning the existence of such fact or other
      matter. A Person (other than an individual) will be deemed to have “Knowledge”
of a particular fact or other matter if any individual who is serving, or who
      has at any time served, as a director, officer, partner, executor, or trustee
      of
      such Person (or in any similar capacity) has, or at any time had, Knowledge
      of
      such fact or other matter.

    


    “Legal
      Requirement”
means
      any federal, state, local, or other applicable, law, statute, regulation,
      administrative code or ordinance.

    


    “Liability”
means,
      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 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.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    “Licensing
      Agreement” means
      the
      licensing agreement between the Company and Seller dated as of the Closing
      Date,
      in the form attached hereto as Exhibit
      B.
      

     

    “Material
      Adverse Effect”
means
      a
      material adverse change in the financial condition, business, assets,
      liabilities, properties, results of operations or prospects of the
      Company.

    


    “Neutral
      Accountant”
means,
      unless otherwise agreed in writing by Seller and Buyer, an accountant mutually
      satisfactory to Seller and Buyer who satisfies each of the following
      requirements (unless otherwise agreed by Seller and Buyer): (i) neither the
      accountant nor the firm that employs the accountant shall have performed any
      accounting or consulting services for any party or any Affiliate of any party
      at
      any time during the three year period prior to the date of this Agreement;
      (ii)
      the accountant is not related in any way by blood or marriage to any party
      or
      any executive officer or director of any party or any Affiliate of such party;
      (iii) the accountant has been a certified public accountant duly licensed
      to practice in the state where he or she has his or her primary office for
      a
      period of not less than ten years; and the accountant is willing to accept
      engagement as a Neutral Accountant on the terms and conditions of this
      Agreement. 

    


    “Occupational
      Safety and Health Law”
means
      any Legal Requirement designed to provide safe and healthful working conditions
      and to reduce occupational safety and health hazards, and any program, whether
      governmental or private (including those promulgated or sponsored by industry
      associations and insurance companies), designed to provide safe and healthful
      working conditions.

    


    “Ordinary
      Course of Business”
means
      an action taken by a Person will be deemed to have been taken in the “Ordinary
      Course of Business” only if: (a) such action is consistent 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) such action is not required to be
      authorized by the board of directors of such Person (or by any Person or group
      of Persons exercising similar authority) and is not required to be specifically
      authorized by the parent company (if any) of such Person; and (c) such action
      is
      similar in nature and magnitude to actions customarily taken, without any
      authorization by the board of directors (or by any Person or group of Persons
      exercising similar authority), 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.

    


    “Organizational
      Documents”
means
      (a) the articles or certificate of incorporation and the bylaws of a
      corporation; (b) any charter or similar document adopted or filed in
      connection with the creation, formation, or organization of a corporation;
      (c)
      any agreements relating to the ownership of the capital stock of a corporation
      and/or the governance of such corporation to which shareholders of such
      corporation are parties; and (d) any amendment to any of the
      foregoing.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    “Permitted
      Encumbrances”
means
      (a)
      liens
      for Taxes, assessments or government charges not yet due and payable or the
      amount or validity of which is being contested in good faith by appropriate
      proceedings and which are subject to reasonable reserves; (b)
      mechanic’s,
      materialman’s, carrier’s, warehouseman’s, or repairman’s liens and similar
      Encumbrances incurred
      in the ordinary course of business consistent with past practice securing
      amounts not yet due and payable or being contested in good faith by appropriate
      proceedings and which are subject to reasonable reserves; (c) zoning,
      entitlement, building and other land use regulations that are not violated
      by
      the current use and operation of such real property; (d) covenants, conditions,
      restrictions, easements and other similar matters that appear in the title
      commitments or insurance policies regarding real property that do not,
      individually or in the aggregate, materially impair the ownership, occupancy,
      use, or insurability of such real property as currently owned, used and operated
      by the Companies and (e) any Encumbrance created by Buyer and (f) those
      Encumbrances listed on Schedule 1.1(a) attached hereto. 

    


    “Person”
means
      any individual, corporation (including any non-profit corporation), general
      or
      limited partnership,
      limited
      liability company, joint venture, estate, trust, association, organization,
      labor union, or other entity or Governmental Body.

    


    “Privacy
      Legislation”
means
      all legal requirements that govern the collection, use and disclosure of
      personal information about individuals.

    


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

    


    “Related
      Person”
means,
      (a) with respect to a particular individual, (i) each other member of such
      individual’s Family; (ii) any Person that is directly or indirectly controlled
      by such individual or one or more members of such individual’s Family; (iii) any
      Person in which such individual or members of such individual’s Family hold
      (individually or in the aggregate) a Material Interest; and (iv) any Person
      with
      respect to which such individual or one or more members of such individual’s
      Family serves as a director, officer, partner, executor, or trustee (or in
      a
      similar capacity); (b) with respect to a specified Person other than an
      individual, (i) any Person that directly or indirectly controls, is directly
      or
      indirectly controlled by, or is directly or indirectly under common control
      with
      such specified Person; (ii) any Person that holds a Material Interest in such
      specified Person; (iii) each Person that serves as a director, officer, partner,
      executor, or trustee of such specified Person (or in a similar capacity); (iv)
      any Person in which such specified Person holds a Material Interest; (v) any
      Person with respect to which such specified Person serves as a general partner
      or a trustee (or in a similar capacity); and (vi) any Related Person of any
      individual described in clause (ii) or (iii). For purposes of this definition,
      (x) the “Family”
of
      an
      individual includes (i) the individual, (ii) the individual’s spouse and
      children who reside with such individual, and (y) “Material
      Interest”
means
      direct or indirect beneficial ownership (as defined in Rule 13d-3 under the
      Securities Exchange Act of 1934) of voting securities or other voting interests
      representing at least 10% of the outstanding voting power of a Person or equity
      securities or other equity interests representing at least 10% of the
      outstanding equity securities or equity interests in a Person.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    “Release”
means
      any spilling, leaking, emitting, discharging, depositing, escaping, leaching,
      dumping, or other releasing into the Environment, whether intentional or
      unintentional.

    


    “Representative”
means
      with respect to a particular Person, any director, officer, employee, agent,
      consultant, advisor, or other representative of such Person, including legal
      counsel, accountants, and financial advisors.

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended, or any successor law, and regulations
      and rules issued pursuant to that Act or any successor law.

    


    “Seller’s
      Disclosure Schedule”
      means
      the
      disclosure schedule attached hereto and delivered by Seller to Buyer in
      connection with this Agreement.

    


    “Subsidiary”
means
      with respect to any Person (the “Owner”),
      any
      corporation or other Person of which securities or other interests having the
      power to elect a majority of that corporation’s or other Person’s board of
      directors or similar governing body, or otherwise having the power to direct
      the
      business and policies of that corporation or other Person (other than securities
      or other interests having such power only upon the happening of a contingency
      that has not occurred) are held by the Owner or one or more of its Subsidiaries;
      when used without reference to a particular Person, “Subsidiary” means a
      Subsidiary of the Company.

    


    “Target
      Working Capital”
      means an
      amount equal to $______________.

    


    “Tax”
means
      all taxes, charges, fees, levies or other similar assessments or liabilities,
      including, without limitation, income, gross receipts, ad valorem, premium,
      value-added, excise, real property, personal property, sales, use, services,
      transfer, withholding, employment, payroll and franchise taxes imposed by the
      United States of America or any state, province, government, foreign taxing
      authority or any agency thereof, and any interest, fines, penalties, assessments
      or additions to tax resulting from, attributable to or incurred in connection
      with any tax or any contest or dispute thereof.

    


    “Tax
      Return”
means
      any return (including any information return), report, statement, schedule,
      notice, form, 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.

    


    “Threat
      of Release”
means
      a
      substantial likelihood of a Release that may require action in order to prevent
      or mitigate damage to the Environment that may result from such
      Release.

    


    “Threatened”
means
      a
      claim, proceeding, dispute, action, audit or other matter will be deemed to
      have
      been “Threatened” if any demand or statement has been made (orally or in
      writing) or any notice has been given (orally or in writing), or if any other
      event has occurred or any other circumstances exist, that would lead a prudent
      Person to conclude that such a claim, Proceeding, dispute, action, or other
      matter is likely to be asserted, commenced, taken, or otherwise pursued in
      the
      future.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    “Threshold
      Amount”
means
      Twenty Thousand Dollars ($20,000).

    


    1.2 Glossary
      of Other Defined Terms. The
      following sets forth the location of definitions of capitalized terms defined
      in
      the body of this Agreement:

     

    
      	
              “Accounts
                Receivable”

            	 	
              Section
                4.8

            
	
              “Agreement”

            	 	
              Preamble

            
	
              “Audited
                Financial Statements” 

            	 	
              Section
                6.10

            
	
              “Business”

            	 	
              Recitals

            
	
              “Buyer”

            	 	
              Preamble

            
	
              “Buyer’s
                Closing Documents”

            	 	
              Section
                5.2(a)

            
	
              “Buyer
                Consents”

            	 	
              Section
                5.3

            
	
              “Buyer’s
                Advisors”

            	 	
              Section
                6.1

            
	
              “Claim
                Notice”

            	 	
              Section
                11.4(b)

            
	
              “Closing”

            	 	
              Section
                3.1

            
	
              “Closing
                Date Balance Sheet”

            	 	
              Section
                2.6(a)

            
	
              “Closing
                Date Working Capital”

            	 	
              Section
                2.6(a)

            
	
              “Closing
                Payment”

            	 	
              Section
                2.3(b)(i)

            
	
              “Company”

            	 	
              Preamble

            
	
              “Company
                Benefit Plan”

            	 	
              Section
                4.14

            
	
              “Competing
                Business”

            	 	
              Section
                4.26

            
	
              “Compiled
                Financial Statements”

            	 	
              Section
                4.5(a)

            
	
              “Effective
                Date”

            	 	
              Preamble

            
	
              “ERISA
                Affiliate”

            	 	
              Section
                4.14

            
	
              “Excess
                Working Capital”

            	 	
              Section
                2.6(d)(i)

            
	
              “Leased
                Real Property”

            	 	
              Section
                4.20(a)

            
	
              “March
                Payment”

            	 	
              Section
                2.3(a)

            
	
              “Material
                Contracts”

            	 	
              Section
                4.18(a)

            
	
              “Materiality
                Qualifier”

            	 	
              Section
                8.1

            
	
              “Multiemployer
                Plan”

            	 	
              Section
                4.14

            
	
              “Note”

            	 	
              Section
                2.3(d)

            
	
              “Notice
                of Indemnifiable Loss”

            	 	
              Section
                11.4(a)

            
	
              “Outside
                Date”

            	 	
              Section
                10.1(d)

            
	
              “Pre-Closing
                Period”

            	 	
              Section
                6.2

            
	
              “Proprietary
                Rights Agreement”

            	 	
              Section
                4.22(c)

            
	
              “Purchase
                Price”

            	 	
              Section
                2.2

            
	
              “Required
                Consents”

            	 	
              Section
                4.3

            
	
              “Scheduled
                Debt”

            	 	
              Section
                4.11

            
	
              “Seller”

            	 	
              Preamble

            
	
              “Seller’s
                Closing Documents”

            	 	
              Section
                4.2(a)

            
	
              “Seller
                Personal Accounts”

            	 	
              Section
                2.4

            
	
              “Seller’s
                Release”

            	 	
              Section
                3.2

            
	
              “Series
                E Certificate”

            	 	
              Section
                2.3(c)

            
	
              “Shares”

            	 	
              Recitals

            
	
              “Stock
                Consideration”

            	 	
              Section
                2.3(b)

            
	
              “Stock
                Restriction Agreement”

            	 	
              Section
                2.3(b)

            
	
              “Unaudited
                Balance Sheet”

            	 	
              Section
                4.5(a)

            
	
              “Working
                Capital Shortfall”

            	 	
              Section
                2.6(d)(i)

            


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    ARTICLE
      2.

    SALE
      AND TRANSFER OF SHARES;
      PURCHASE PRICE;

    ASSUMPTION
      OF COMPANY ASSETS AND DEBTS

    


    2.1 Shares.
      Subject
      to the terms and conditions of this Agreement, Seller will sell and transfer
      the
      Shares to Buyer, and Buyer will purchase the Shares from Seller.

     

    2.2 Purchase
      Price.
      The
      purchase price (the “Purchase
      Price”)
      for
      the Shares shall be (a) One Million One Hundred Fifty Thousand Dollars
      ($1,150,000.00), (b) plus the cost of health insurance for Seller and Seller’s
      spouse as described in Section
      2.3(d),
      (c)
      plus one hundred thousand (100,000) shares of Buyer Series E Preferred
      Stock.

     

    2.3 Payment
      of Purchase Price.
      In
      addition to the consideration described in Section
      2.4
      and
      subject to the provisions of Section
      2.6
      and
Section
      11.6
      of this
      Agreement, the Purchase Price shall be paid by Buyer as follows:

    


    (a) March
      Payment. On
      or
      before the Closing Date, Buyer shall deliver to Seller a deposit payment of
      Sixty Thousand Dollars ($60,000.00) by check or wire transfer of immediately
      available funds, at Buyer’s sole discretion (the “March
      Payment”).
      If
      the Closing occurs, the March Payment shall be credited toward the Purchase
      Price. If the Closing does not occur (i) due to the failure of any of the
      conditions set forth in Article
      8
      to be
      satisfied or waived, (ii) due to a breach by Seller which results in termination
      of this Agreement pursuant to Article
      10,
      or
      (iii) due to Seller deciding to otherwise not close for any reason (provided
      that Seller is not then in breach or default under this Agreement), Seller
      shall
      promptly refund the March Payment to Buyer. If the Closing does not occur (i)
      due to the failure of any of the conditions set forth in Article
      9
      to be
      satisfied or waived, (ii) due to a breach by Buyer which results in termination
      of this Agreement pursuant to Article
      10,
      or
      (iii) due to Buyer deciding to otherwise not close for any reason (provided
      that
      Buyer is not then in breach or default under this Agreement), Seller will retain
      the March Payment. Seller covenants and agrees that of the March Payment will
      be
      used to fully satisfy the settlement agreement between the March Group, LLC,
      the
      Company and Seller.

     

    (b) Closing
      Payment; Stock Consideration.
      At the
      Closing, Buyer shall deliver to Seller the following:

     

    (i) Forty
      Thousand Dollars ($40,000) by check or wire transfer of immediately available
      funds (the “Closing
      Payment”);
      and

     

    (ii) one
      hundred thousand (100,000) shares of Buyer Series E Preferred Stock (the
“Stock
      Consideration”).
      The
      Buyer Series E Preferred Stock shall be junior to all other classes and series
      of issued and outstanding preferred stock of Buyer, including, without
      limitation, the Buyer Series D Preferred Stock. The Buyer Series E Preferred
      Stock shall be subject to restrictions and other terms and provisions as
      described in the Buyer’s Series E Certificate of Designation attached hereto as
Exhibit
      C
      (the
“Series
      E Certificate”),
      and
      the Stock Restriction Agreement in the form attached hereto as Exhibit
      D
      (the
“Stock
      Restriction Agreement”).

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (c) Payment
      of Scheduled Debt.
      On or
      before the Closing, Buyer shall pay in full, in a tax-efficient manner approved
      by Buyer in its sole discretion, any amounts owed by the Company to Alarion
      Bank
      in connection with any bank notes extended by the Alarion Bank to the Company;
      provided, however, such payment amount shall not exceed the balance at June
      30,
      2008. For purposes of clarity, with regard to the Company’s Scheduled Debt set
      forth in Section
      4.11
      of the
      Seller’s Disclosure Schedule, such Scheduled Debt shall remain obligations and
      debt of the Company following Closing. 

     

    (d) Subsequent
      Payments.
      Buyer
      shall deliver to Seller the following payments of immediately available funds
      in
      cash or by wire transfer, at Buyer’s sole discretion (collectively, the
“Subsequent
      Payments”):
      

     

    (i)
       Five
      Hundred Thousand Dollars ($500,000) on or before the date that is sixty (60)
      days following the Closing Date; provided, however, that for the first three
      (3)
      months following such due date, for each month (but not counting any portion
      thereof) that such amount is not paid, Buyer shall pay Seller a monthly late
      fee
      of Five Thousand Dollars ($5,000) and shall not be in default under the Note
      with respect to such late payment.

     

    (ii) Two
      Hundred Thousand Dollars ($200,000.00) on August 1, 2009; 

     

    (iii) Two
      Hundred Thousand Dollars ($200,000.00) on August 1, 2010; and

     

    (iv) One
      Hundred Fifty Thousand Dollars ($150,000.00) on August 1, 2011.

     

    Buyer’s
      obligation to deliver the Subsequent Payments to Seller shall be evidenced
      by
      Buyer’s execution of a Promissory Note on the Closing Date in substantially the
      same form as the form note attached hereto as Exhibit
      E
      (the
“Note”).
      Buyer
      will be responsible for paying all documentary stamp taxes or other governmental
      fees, taxes or other costs associated with the issuance of the Note; provided,
      however, that Buyer shall not be responsible for and shall have no liability
      with respect to any income taxes imposed upon or due from Seller in connection
      with the Note. Buyer grants to Seller (and hereby acknowledges and agrees that
      Seller will have) a security interest in the Shares being transferred to Buyer
      under this Agreement. Seller’s security interest will attach upon Seller’s
      delivery, at the Closing, to Buyer of certificates
      representing the Shares, duly endorsed (or accompanied by duly executed stock
      powers)
      and will
      transfer to and be equally applicable to any entity to which Buyer might assign
      or transfer any or all of the assets of the Company subsequent to the Closing.
      Such security interest shall be junior and subordinate to any security interest
      of Buyer’s lenders with respect to the assets of Buyer and Seller agrees and
      covenants to execute any and all subordination agreements or other documents
      with respect thereto.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    (e) Cost
      of Health Insurance.
      Buyer
      shall pay to Seller, or pay directly on Seller’s behalf, an amount equal to the
      cost of health and medical insurance coverage for Seller and Seller’s spouse for
      a period commencing on the Closing Date and continuing until the first
      (1st)
      anniversary of the Closing Date. Such health and medical insurance shall be
      of
      the same type and cost as Seller’s and Seller’s spouse’s health and medical
      insurance coverage in place as of March 31, 2008. 

     

    2.4 Further
      Agreements Regarding Scheduled Debt.
      As
      additional consideration for Seller entering into the transactions contemplated
      herein, with regard to certain of the Company’s Scheduled Debt as described on
Section
      4.11
      of the
      Seller’s Disclosure Schedule, Buyer hereby agrees to, at the Closing: (a) pay
      off all credit cards or accounts that Seller has in connection with his
      involvement with the Company that are specifically listed (with corresponding
      outstanding balances) on Section
      4.11
      of the
      Seller’s Disclosure Schedule (the “Seller
      Personal Accounts”);
      (b)
      indemnify Seller from any actual and demonstrable losses incurred by Seller
      in
      connection with Buyer’s failure to pay off the Seller Personal Accounts as
      described in the preceding clause (a); (c) except as described below, indemnify
      Seller from any actual and demonstrable liability incurred by Seller arising
      out
      of Seller’s status either a co-signer or personal guarantor on the Scheduled
      Debt. Notwithstanding the above, Seller agrees and covenants that Seller’s
      personal guarantees shall remain, and Seller agrees to take any and all action
      to cause Seller’s personal guarantees to remain, outstanding following Closing
      on the Company’s Ford Motor Credit truck notes and, with regard to such notes,
      Buyer agrees to make available to Seller monthly proofs of payment, including
      the monthly statements and copies of canceled checks showing payment of the
      monthly statements. If Buyer fails to make any payment on such Ford Motor credit
      obligations that are guaranteed by Seller following Closing, Seller must notify
      Buyer and Buyer will have thirty (30) days following receipt of such
      notification to make such payment. If, after thirty (30) days such payment
      is
      not made by the Buyer, the Seller shall have the remedies described under the
      Note. Notwithstanding anything to the contrary contained herein, Seller and
      the
      Company covenant and agree that neither Seller nor the Company shall incur
      additional obligations or debt with respect to the Seller Personal Accounts
      prior to Closing without the advance written consent of Buyer.

    . 

    2.5 Consideration
      for Non-Competition.
      Seller
      acknowledges and agrees that a portion of the Purchase Price equal to
      Twenty-Five Thousand Dollars ($25,000.00) represents consideration for the
      restrictive covenants contained in Section
      7.1
      of this
      Agreement.

    


    2.6 Post-Closing
      Adjustment to Purchase
      Price.
      

     

    (a) Buyer
      will promptly prepare and deliver within ninety (90) days after the Closing
      Date, to Seller a balance sheet (the “Closing
      Date Balance Sheet”)
      for
      the Company as of the close of business on the Closing Date (determined on
      a pro
      forma basis giving effect to the transactions contemplated by this Agreement
      and
      in accordance with GAAP (but excluding any assets or liabilities of the related
      Entity). The Closing Date Balance Sheet will include a determination of the
      Closing Date Working Capital of the Company as of the close of business on
      the
      Closing Date. “Closing
      Date Working Capital”
means
      the excess of current assets (excluding any cash applied to the repayment of
      indebtedness for borrowed money) over current liabilities as shown on the
      Closing Date Balance Sheet. Buyer will make the workpapers and back-up materials
      used in preparing the Closing Date Balance Sheet available to Seller and
      accountants and other representatives at reasonable times and upon reasonable
      notice during (i) the review by Seller of the Closing Date Balance Sheet
      and (ii) the resolution by Buyer and Seller of any objections to the
      Closing Date Balance Sheet.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    (b) If
      Seller
      has any objections to the Closing Date Balance Sheet or the Closing Date Working
      Capital, Seller will deliver a detailed statement describing such objections
      to
      Buyer within fifteen (15) days after delivery of the Closing Date Balance Sheet.
      Buyer and Seller will attempt in good faith to resolve any such objections.
      If
      Buyer and Seller do not reach a resolution of all objections within thirty
      (30)
      days after Buyer has received the statement of objections, Buyer and Seller
      will
      select a mutually acceptable accounting firm to resolve any remaining
      objections. If Buyer and Seller are unable to agree on the choice of an
      accounting firm, they will select a nationally recognized accounting firm by
      lot
      (after excluding the regular outside accounting firms of Buyer and the Company).
      The accounting firm will determine, in accordance with GAAP applied on a basis
      consistent with the preparation of the Financial Statements, the amounts to
      be
      included in the Closing Date Balance Sheet and the Closing Date Working Capital.
      The parties will provide the accounting firm, within ten (10) days of its
      selection, with a definitive statement of the position of each party with
      respect to each unresolved objection and will advise the accounting firm that
      the parties accept the accounting firm as the appropriate Person to interpret
      this Agreement for all purposes relevant to the resolution of the unresolved
      objections. Buyer will provide the accounting firm access to the books and
      records of the Company. The accounting firm will have twenty (20) days to carry
      out a review of the unresolved objections and prepare a written statement of
      its
      determination regarding each unresolved objection. The determination of any
      accounting firm so selected will be set forth in writing and will be conclusive
      and binding upon the parties. Buyer will revise the Closing Date Balance Sheet
      and the determination of the Closing Date Working Capital as appropriate to
      reflect the resolution of any objections to the Closing Date Balance Sheet
      pursuant to this Section 0.

     

    (c)If
      Buyer
      and Seller submit any unresolved objections to an accounting firm for resolution
      as provided in Section 0,
      the
      cost of such review and report shall be borne by Buyer, on the one hand, and
      Seller, on the other hand, in inverse proportion as they may prevail on matters
      resolved by the accounting firm, which proportionate allocation also shall
      be
      determined by the accounting firm at the time such report is rendered by the
      accounting firm. Each of Buyer, on the one hand, and Seller, on the other hand,
      will bear its or his own costs and expenses in connection with such review
      and
      report by the accounting firm (including legal fees and costs).

     

    (d)Following
      the final determination of the Closing Date Working Capital pursuant to this
      Section 0:

     

    (i)If
      the
      Closing Date Working Capital exceeds the Target Working Capital (the amount
      of
      such excess, the “Excess
      Working Capital”),
      Buyer
      will pay to Seller an amount equal to the Excess Working Capital
      by
      increasing the final Subsequent Payment due to Seller under the Note by the
      amount of such Excess Working Capital.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    (ii)If
      the
      Closing Date Working Capital is less than the Target Working Capital, an amount
      equal to such deficiency (the amount of such deficiency, the “Working
      Capital Shortfall”)
      will
      be paid
      by
      Seller to Buyer by reduction of the first Subsequent Payment due under the
      Note
      by the amount of such Working Capital Shortfall.

     

    (iii) In
      the
      event Buyer is required to or does, at any time prior to Closing, provide Seller
      or the Company with any additional capital or other consideration (in any form),
      other than as described herein, such amounts shall be deducted from the first
      Subsequent Payment due under the Note. 

    


    (e)Any
      payment made pursuant to this Section 0
      will not
      preclude any remedy provided in this Agreement or otherwise for any breach
      of
      representation, warranty or agreement, and the remedy provided in this Agreement
      for any breach of representation, warranty or agreement or otherwise will not
      preclude the adjustment provided in this Section 0.
      Judgment upon the award rendered by the accounting firm may be entered in any
      court of competent jurisdiction.

     

    ARTICLE
      3

    CLOSING

    


    3.1 Closing.
      The
      purchase and sale (the “Closing”)
      provided for in this Agreement will take place at the offices of Seller or
      a
      place mutually agreed to on the date that is three (3) business days following
      the satisfaction or waiver of the conditions set forth in Article
      8
      and
Article
      9
      (other
      than delivery of items to be delivered at the Closing and other than
      satisfaction of those conditions that by their nature are to be satisfied at
      the
      Closing, it being understood that the occurrence of the Closing shall remain
      subject to the delivery of such items and satisfaction or waiver of such
      conditions at the Closing), or at such other time and place as the parties
      may
      agree, which the parties currently anticipate to occur within sixty (60) days
      following the Effective Date. By agreement of the parties the Closing may take
      place by delivery of this Agreement and the other documents to be delivered
      at
      the Closing by facsimile or other electronic transmission. Subject to the
      provisions of Article
      10,
      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
      3.1
      will not
      result in the termination of this Agreement and will not relieve any party
      of
      any obligation under this Agreement.

     

    3.2 Closing
      Obligations.
      At the
      Closing:

     

    (a) Deliveries
      by Seller.
      Seller
      will deliver, or cause to be delivered, to Buyer:

    


    (i) the
      Consulting Agreement executed by Seller;

     

    (ii) the
      Licensing Agreement executed by Seller;

     

    (iii) the
      Stock
      Restriction Agreement executed by Seller;

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    (iv) certificates
      representing the Shares, duly endorsed (or accompanied by duly executed stock
      powers);

    


    (v) a
      release
      executed by Seller in the form attached hereto as Exhibit
      F
      (the
“Seller’s
      Release”);

    


    (vi) executed
      letters of resignation from all officers and directors of the Company, effective
      upon the Closing, in forms reasonably acceptable to Buyer; 

    


    (vii) a
      certificate
      signed
      by Seller, certifying to the fulfillment of the conditions specified in
Sections
      8.1
      and
8.2;

    


    (viii) an
      opinion of counsel to Seller and the Company, dated as of the Closing Date,
      in a
      form reasonably acceptable to Buyer;

    


    (ix) the
      Required Consents;

    


    (x) a
      lease
      executed by Seller and Seller’s spouse for the Company’s Leased Real Property,
      in the form attached hereto as Exhibit
      G
      (the
“Lease
      Agreement”);

    


    (xi) the
      Note,
      countersigned by Seller; and

    


    (xii) such
      other documents as Buyer may reasonably request for the purpose of evidencing
      the accuracy of any of Seller’s representations and warranties, evidencing the
      performance by Seller of, or the compliance by Seller with, any covenant or
      obligation required to be performed or complied with by such Seller, evidencing
      the satisfaction of any condition referred to in Article
      8,
      or
      otherwise facilitating the consummation or performance of any of the
      Contemplated Transactions.

    


    (b) Deliveries
      by Buyer.
      Buyer
      will deliver to Seller:

     

    (i) the
      Stock
      Consideration;

    


    (ii) the
      Closing Payment;

    


    (iii) the
      Note
      executed by the Buyer;

     

    (iv) the
      Consulting Agreement executed by the Company;

     

    (v) the
      Licensing Agreement executed by the Buyer;

     

    (vi) the
      Stock
      Restriction Agreement executed by the Buyer;

     

    (vii) the
      Lease
      Agreement executed by the Company;

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    (viii) a
      certificate
      signed
      by Buyer, certifying to the fulfillment of the conditions specified in
Sections
      9.1
      and
9.2;
      and

    


    (ix) such
      other documents as Seller may reasonably request for the purpose of evidencing
      the accuracy of any of Buyer’s representations and warranties, evidencing the
      performance by Buyer of, or the compliance by Buyer with, any covenant or
      obligation required to be performed or complied with by such Buyer, evidencing
      the satisfaction of any condition referred to in Article
      9,
      or
      otherwise facilitating the consummation or performance of any of the
      Contemplated Transactions.


    


    ARTICLE
      4.

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY AND THE SELLER

    


    The
      Seller and the Company jointly and severally represent and warrant to Buyer
      that
      the statements contained in this Article
      4
      are true
      and correct as of the date of this Agreement and as of the Closing Date, except
      as set forth in the section of the Seller’s Disclosure Schedule numbered to
      correspond to the Section of Article
      4
      to which
      such exception relates:

    


    4.1 Organization
      and Good Standing.

     

    (a) Good
      Standing.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of Florida, 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 of its obligations
      under Applicable Contracts. The
      Company is duly qualified to do business as a foreign corporation and is in
      good
      standing under the laws of each state or other jurisdictions where the failure
      to be so qualified would have a Material Adverse Effect.

    


    (b) Organizational
      Documents.
      Seller
      has delivered to Buyer true and complete copies of the Organizational Documents
      of the Company, as currently in effect.

    


    (c) Subsidiaries.
      The
      Company has no subsidiaries. The Company does not own directly or indirectly
      any
      equity ownership interest in any other Person. 

    


    4.2 Authority;
      No Conflict.

     

    (a) Enforceability.
      This
      Agreement constitutes the legal, valid and binding obligation of Company and
      Seller, enforceable against Company and Seller in accordance with its terms,
      except that such enforceability may be limited by the Enforceability Exceptions.
      Upon the execution and delivery by Seller of the Consulting Agreement, the
      Licensing Agreement, the Stock Restriction Agreement, the Lease Agreement,
      and
      the Seller’s Release (collectively, the “Seller’s
      Closing Documents”),
      the
      Seller’s Closing Documents will constitute the legal, valid and binding
      obligations of Seller, enforceable against Seller in accordance with their
      respective terms, subject to the Enforceability Exceptions. Seller has the
      absolute and unrestricted right, power, authority, and capacity to execute
      and
      deliver this Agreement and the Seller’s Closing Documents and to perform their
      obligations under this Agreement and the Seller’s Closing
      Documents.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    (b) No
      Conflict.
      Except
      as set forth in Section
      4.2(b)
      of the
      Seller’s Disclosure Schedule, neither the execution and delivery of this
      Agreement nor the consummation or performance of any of the Contemplated
      Transactions will, directly or indirectly (with or without notice or lapse
      of
      time):
      (i)
      contravene, conflict with, or result in a violation of (A) any provision of
      the Organizational Documents of the Company, or (B) any resolution adopted
      by the board of directors or the stockholders of the Company; (ii) contravene,
      conflict with, or result in a violation of, or give any Governmental Body or
      other Person the right to challenge any of the Contemplated Transactions or
      to
      exercise any remedy or obtain any relief under, any Legal Requirement to which
      the Company or either Seller, or any of the assets owned or used by the Company,
      may be subject; (iii) contravene, conflict with, or result in a violation 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 the Company or that otherwise relates to the
      business of, or any of the assets owned or used by, the Company; (iv) cause
      Buyer or the Company to become subject to, or to become liable for the payment
      of, any Tax; (v) cause any of the assets owned by the Company to be reassessed
      or revalued by any taxing authority or other Governmental Body; (vi) contravene,
      conflict with, or result in a violation or breach of any provision of, or give
      any Person the right to declare a default or exercise any remedy under, or
      to
      accelerate the maturity or performance of, or to cancel, terminate, or modify,
      any Applicable Contract; or (vii) result in the imposition or creation of any
      Encumbrance upon or with respect to any of the assets owned or used by the
      Company.

    


    4.3 Required
      Consents.
      Except
      as set forth on Section
      4.3
      of the
      Seller’s Disclosure Schedule, neither the Seller nor the Company is or will be
      required to give any notice to or 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 (the matters set forth
      in
Section
      4.3
      of the
      Seller’s Disclosure Schedule, the “Required
      Consents”). 

     

    4.4 Capitalization.
      The
      authorized equity securities of the Company consist of 100 shares of common
      stock, $10 par value, of which the shares issued to the Seller and outstanding
      as of the Closing Date constitute the Shares. Such Shares constitute all of
      the
      issued and outstanding shares of common stock of the Company as of the Effective
      Date and as of the Closing Date. Seller is and will be on the Closing Date
      the
      sole record and beneficial owner and holders of the Shares, free and clear
      of
      all Encumbrances. Seller’s spouse has no interest, marital or otherwise, in the
      Shares. No legend or other reference to any purported Encumbrance appears upon
      any certificate representing equity securities of the Company. All of the
      outstanding equity securities of the Company 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 the Company. There are no options, warrants, convertible
      securities or other rights, agreements, arrangements or commitments relating
      to
      the capital stock of the Company or obligating either Seller or the Company
      to
      issue, sell or redeem any equity interests in the Company. None of the
      outstanding equity securities or other securities of the Company was issued
      in
      violation of the Securities Act or any other Legal Requirement. The Company
      does
      not own, or have any Contract to acquire, any equity securities or other
      securities of any Person (other than the Company) or any direct or indirect
      equity or ownership interest in any other business.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    4.5 Financial
      Statements.

     

     (a) Seller
      has delivered to Buyer: (i) compiled balance sheets of the Company as of
      December 31, 2005, 2006 and 2007, and the related statements of income,
      statements of stockholders’ equity, and cash flow for each of the fiscal years
      then ended, together with the notes thereto and the report thereon, and
      (ii) an unaudited balance sheet of the Company as of July 15, 2008 (the
“Unaudited
      Balance Sheet”)
      and
      related statements of income for the six-month period then ending, (all
      financial statements referenced in this Section
      4.5(a)
      collectively, including the Unaudited Balance Sheet, the “Compiled
      Financial Statements”).

     

    (b) The
      Compiled Financial Statements and the Unaudited Balance Sheet fairly and
      accurately present the financial condition and the results of operations,
      stockholders’ equity and cash flow of the Company as at the respective dates of
      and for the periods referred to in such financial statements. The Compiled
      Financial Statements and the Unaudited Balance Sheet reflect the consistent
      application of such accounting principles throughout the periods involved,
      except as disclosed in the notes to such financial statements. No financial
      statements of any Person other than the Company are required by GAAP to be
      included in the financial statements of the Company. 

     

    4.6 Books
      and Records.
      The
      books of account, minute books, stock record books, and other records of the
      Company, all of which have been made available to Buyer, are complete and
      correct and have been maintained in accordance with sound business practices,
      including the maintenance of an adequate system of internal controls. The minute
      books of the Company contain accurate and complete records of all meetings
      held
      of, and corporate action taken by, the stockholders, the Board of Directors,
      and
      committees of the Board of Directors of the Company, and no meeting of any
      such
      stockholders, Board of Directors, or committee has been held for which minutes
      have not been prepared and are not contained in such minute books. At the
      Closing, all of those books and records will be in the possession of the
      Company.

     

    4.7 Title
      To Properties; Shares; Encumbrances.
      The
      Company owns (subject only to the matters permitted by the following sentence)
      all of the properties and assets (whether real, personal, or mixed and whether
      tangible or intangible) that they purport to own located in the facilities
      owned
      or operated by the Company or reflected as owned in the books and records of
      the
      Company, including all of the properties and assets reflected in the Unaudited
      Balance Sheet (except for personal property sold since the date of the Unaudited
      Balance Sheet (except for personal property sold since the date of the Unaudited
      Balance Sheet in the Ordinary Course of Business). The Company has not purchased
      or otherwise acquired assets in excess of the Threshold Amount since the date
      of
      the Unaudited Balance Sheet (except for personal property acquired and sold
      since the date of the Unaudited Balance Sheet in the Ordinary Course of Business
      and consistent with past practice). All material assets reflected in the
      Unaudited Balance Sheet are free and clear of all Encumbrances other than
      Permitted Encumbrances. Each Seller is the lawful record and beneficial owner
      of
      the Shares transferred hereby. The Shares represent all of the issued and
      outstanding capital stock of the Company. Each Seller owns the Shares
      transferred by such Seller hereby free and clear of all Encumbrances except
      for
      restrictions on transfer under federal and state securities laws. Upon the
      delivery of the Shares in the manner contemplated under Article
      2
      of this
      Agreement, Buyer will acquire the beneficial and legal, valid and indefeasible
      title to such Shares, free and clear of all Encumbrances except for restrictions
      on transfer under federal and state securities laws and the Seller’s security
      interest imposed upon the Shares, as set forth in Section 2.3(c) above, until
      the Note is paid in full.

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    4.8 Accounts
      Receivable.
      All
      accounts receivable of the Company that are reflected on the Unaudited Balance
      Sheet or on the accounting records of the Company as of the Closing Date
      (collectively, the “Accounts
      Receivable”)
      represent or will represent valid obligations arising from sales actually made
      or services actually performed in the Ordinary Course of Business. Unless paid
      prior to the Closing Date, the Accounts Receivable are or will be as of the
      Closing Date current net of the respective reserves shown on the Unaudited
      Balance Sheet or on the accounting records of the Company as of the Closing
      Date
      (which reserves are adequate and calculated consistent with past practice).
      There is no contest, claim, or right of set-off, other than returns in the
      Ordinary Course of Business, under any Contract with any obligor of an Accounts
      Receivable relating to the amount or validity of such Accounts Receivable.
      Section
      4.8
      of the
      Disclosure Schedule contains a complete and accurate list of all Accounts
      Receivable as of July 15, 2008, which list sets forth the aging of such Accounts
      Receivable.

     

    4.9 Inventory.
      All
      Inventory of the Company, whether or not reflected in the Balance Sheet,
      consists of a quality and quantity usable and salable in the Ordinary Course
      of
      Business, 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
      Unaudited Balance Sheet or on the accounting records of the Company as of the
      Closing Date, as the case may be. 

     

    4.10 No
      Undisclosed Liabilities.
      The
      Company has no Liabilities except for Liabilities reflected or reserved against
      in the Unaudited Balance Sheet and reflected in the notes to the Compiled
      Financial Statements, and current Liabilities incurred in the Ordinary Course
      of
      Business since the respective dates thereof.

     

    4.11 Indebtedness.
      Section
      4.11
      of the
      Seller’s Disclosure Schedule sets forth all of the outstanding Indebtedness of
      the Company (the “Scheduled
      Debt”)
      as of
      the date hereof, together with any prepayment or other penalties that would
      result from the prepayment or refinancing of such Indebtedness. All of the
      Scheduled Debt has been incurred in the Ordinary Course of Business and has
      been
      used for valid corporate purposes and not to pay, reimburse, or otherwise
      compensate any Seller or to make a distribution with respect thereto. The
      Company does not have any Indebtedness other than the Scheduled
      Debt.
      As of
      the Closing, there are no outstanding loans between Seller and the Company.
      

     

    4.12 Taxes.

     

    (a) Compliance.
      The
      Company and Seller have timely filed or will timely file with the appropriate
      Governmental Bodies all Tax Returns required to have been filed by the Closing,
      the information included in the Tax Returns filed is complete and accurate
      in
      all material respects, and the Company has paid all Taxes shown to be due and
      payable on such returns. Neither the Company nor Seller has requested any
      extension of time within which to file Tax Returns, other than with respect
      to
      Tax Returns that thereafter were timely filed (after giving effect to such
      extension). All Taxes attributable to fiscal periods ending on or before the
      Closing Date (including, without limitation, any built-in gain tax that will
      be
      incurred by the Company as a result of the Closing and any Taxes attributable
      to
      the portion of any fiscal period that precedes, but does not end on, the Closing
      Date) have either been paid or are reflected as a liability on the books and
      records of the Company. The Company has, within the time and manner prescribed
      by applicable law, rules and regulations, withheld and paid over to proper
      taxing or other Governmental Bodies all Taxes required to be withheld and paid
      over.

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    (b) Audits.
      No
      deficiencies for Taxes have been claimed, proposed, or assessed by any
      Governmental Body with respect to the Company or Seller for any period ending
      before the Closing Date that have not been resolved, and there are no pending
      or, to the Knowledge of Seller and the Company, Threatened, audits,
      investigations, or claims for or relating to any liability in respect of Taxes,
      and there are no matters under discussion with any Governmental Body with
      respect to Taxes that are likely to result in an additional amount of Taxes.
      No
      audits of federal, state, and local Tax Returns by the relevant Governmental
      Bodies have been initiated or completed and neither the Company nor Seller
      has
      been notified that any Governmental Body intends to audit a Tax Return for
      any
      period. No extension or waiver of a statute of limitations relating to Taxes
      is
      in effect with respect to the Company. Prior to the Closing, none of Seller
      or
      the Company will file amended Tax Returns or take positions inconsistent with
      filed Tax Returns.

     

    (c) S
      Corporation Election.
      The
      Company is a validly electing S corporation, within the meaning of Code Sections
      1361 and 1362, and will be an S corporation up to and including the day
      immediately prior to the Closing Date. The Company has also validly elected
      to
      be an “S corporation” in all state and local jurisdictions that recognize such
      status and in which it would, absent such an election, be subject to corporate
      income tax, and has maintained its status as an “S corporation” in each such
      jurisdiction at all times since the date of such election.

     

    (d) Other.
      The
      Company has not applied for any Tax ruling or entered into a closing agreement
      as described in Section 7121 of the Code (or any similar provision of state,
      local or foreign Tax law), or any other Contract related to Taxes with any
      Governmental Authority, which may be binding on any Company following the
      Closing Date.

     

    4.13 No
      Material Adverse Effect.
      Since
      March 31, 2008, there has not been any Material Adverse Effect on the Company,
      and no event has occurred or circumstance exists that may result in such a
      Material Adverse Effect.

     

    4.14 Employee
      Benefits. 

     

    (a) List
      of Plans.
      Section
      4.14(a)
      of the
      Seller’s Disclosure Schedule sets forth a complete list of each “employee
      benefit plan” as defined in Section 3(3) of the ERISA (whether or not subject to
      ERISA) sponsored or maintained by the Company or to which the Company
      contributes and any other plan, policy, program practice, agreement,
      understanding or arrangement (whether written or oral) providing compensation
      or
      other benefits to any current or former director, officer, employee or
      consultant (or to any dependent or beneficiary thereof of the Company or any
      ERISA Affiliate (as defined below)), which are now, or were within the past
      six
      (6) years, maintained, sponsored or contributed to by the Company or any ERISA
      Affiliate, or under which the Company or any ERISA Affiliate has any obligation
      or liability, whether actual or contingent, including, without limitation,
      all
      incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical,
      disability, stock purchase, stock option, stock appreciation, phantom stock,
      restricted stock or other stock-based compensation plans, policies, programs,
      practices or arrangements (each, a “Company
      Benefit Plan”).
      For
      purposes of this Section
      4.14,
      “ERISA
      Affiliate”
means
      any entity (whether or not incorporated) other than the Company that, together
      with the Company, is (or at the relevant time was) considered under common
      control and treated as one employer under Section 414(b), (c), (m) or (o) of
      the
      Code. Neither the Company nor any other Person has any express or implied
      commitment, whether legally enforceable or not, to modify, change or terminate
      any Company Benefit Plan, other than with respect to a modification, change
      or
      termination required by ERISA or the Code.

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    (b) Deliveries.
      With
      respect to each Company Benefit Plan, the Company has delivered to Buyer
      complete copies of (i) the Company Benefit Plan (or, if not written a written
      summary of its material terms), including, without limitation, all plan
      documents, trust agreements, insurance contracts or other funding vehicles
      and
      all amendments thereto, (ii) all summaries and summary plan descriptions,
      including any summary of material modifications (iii) the most recent annual
      reports (Form 5500 series) filed with the IRS with respect to such Company
      Benefit Plan (and, if the most recent annual report is a Form 5500R, the most
      recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the
      most recent actuarial report or other financial statement relating to such
      Company Benefit Plan, (v) the most recent determination or opinion letter,
      if
      any, issued by the IRS with respect to the Company Benefit Plan and any pending
      request for such a determination letter, (vi) the most recent nondiscrimination
      tests performed under the Code (including 401(k) and 401(m) tests) for the
      Company Benefit Plan, (vii) all filings, other than routine tax return filings,
      made with any Governmental Bodies, including, but not limited to, any filings
      under the Voluntary Compliance Resolution or Closing Agreement Program or the
      Department of Labor Delinquent Filer Program.

     

    (c) General
      Compliance.
      Each
      Company Benefit Plan has been administered in all material respects in
      accordance with its terms and all applicable Laws, including ERISA and the
      Code,
      and contributions required to be made under the terms of any of the Company
      Benefit Plans as of the date of this Agreement have been timely made or, if
      not
      yet due, have been properly reflected on the most recent consolidated balance
      sheet filed or incorporated by reference in the financial statements of the
      Company prior to the date of this Agreement. All Tax, annual reporting and
      other
      governmental filings required by ERISA and the Code have been timely filed
      with
      the appropriate Governmental Body and all notices and disclosures have been
      timely provided to participants. With respect to each Company Benefit Plans,
      no
      event has occurred and there exists no condition or set of circumstances in
      connection with which the Company or any of its Subsidiaries could be subject
      to
      any material liability (other than for routine benefit liabilities) under the
      terms of, or with respect to, such Company Benefit Plans, ERISA, the Code or
      any
      other applicable Law.

     

    (d) Tax
      Qualification of Plans.
      Each
      Company Benefit Plan which is intended to qualify under Section 401(a), Section
      401(k), Section 401(m) or Section 4975(e)(6) of the Code has either (i) received
      a favorable determination letter from the IRS as to its qualified status, (ii)
      may rely upon a prototype opinion letter or (iii) the remedial amendment period
      for such Company Benefit Plan has not yet expired, and each trust established
      in
      connection with such Company Benefit Plan which is intended to be exempt from
      federal income taxation under Section 501(a) of the Code is so exempt and no
      fact or event has occurred that could adversely affect the qualified status
      of
      any such Company Benefit Plan or the exempt status of any such
      trust.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    (e) Prohibited
      Transactions, Legal Actions, Ability to Amend, and Deductibility.
      (i)
      There has been no prohibited transaction (within the meaning of Section 406
      of
      ERISA or Section 4975 of the Code and other than a transaction that is exempt
      under a statutory or administrative exemption) with respect to a Company Benefit
      Plan that could result in liability to the Company or an ERISA Affiliate, (ii)
      each Company Benefit Plan can be amended, terminated or otherwise discontinued
      after the Closing Date in accordance with its terms, without liability (other
      than (A) liability for ordinary administrative expenses typically incurred
      in a
      termination event or (B) if any Company Benefit Plan is a pension benefit plan
      subject to Part 2 of Title I of ERISA, liability for the accrued benefits as
      of
      the date of such termination (if and to the extent required by ERISA) to the
      extent that either there are sufficient assets set aside in a trust or insurance
      contract to satisfy such liability or such liability is reflected on the most
      recent balance sheet included in the financial statements of the Company prior
      to the date of this Agreement), (iii) no suit, administrative proceeding, action
      or other litigation has been brought, or to the Knowledge of Seller and the
      Company, is Threatened, against or with respect to any such Company Benefit
      Plan, including any audit or inquiry by the IRS or United States Department
      of
      Labor (other than routine benefits claims), (iv) none of the Company or any
      ERISA Affiliate has any liability under ERISA Section 502, (v) all contributions
      and payments to such Company Benefit Plan are deductible and have been
      deductible under Code sections 162 or 404, and (vi) no excise tax could be
      imposed upon the Company under Chapter 43 of the Code.

     

    (f) Title
      IV of ERISA.
      No
      Company Benefit Plan is a multiemployer pension plan (as defined in Section
      3(37) of ERISA) (“Multiemployer
      Plan”)
      or
      other pension plan subject to Title IV of ERISA and neither the Company nor
      any
      ERISA Affiliate has sponsored or contributed to or been required to contribute
      to a Multiemployer Plan or other pension plan subject to Title IV of ERISA.
      No
      material liability under Title IV of ERISA has been incurred by the Company
      or
      any ERISA Affiliate that has not been satisfied in full, and no condition exists
      that presents a material risk to the Company or any ERISA Affiliate of incurring
      or being subject (whether primarily, jointly or secondarily) to a material
      liability thereunder. None of the assets of the Company or any ERISA Affiliate
      is, or may reasonably be expected to become, the subject of any lien arising
      under ERISA or Section 412(n) of the Code.

     

    (g) Change
      in Control.
      No
      amount that has been or could be received (whether in cash or property or the
      vesting of property), by any employee, officer or director of the Company or
      any
      of its Subsidiaries who is a “disqualified individual” (as such term is defined
      in Treasury Regulation Section 1.280G-1) under any Company Benefit Plan could
      be
      characterized as an “excess parachute payment” (as defined in Section 280G(b)(1)
      of the Code), as a result of the consummation of the Contemplated Transactions.
      Set forth in Section
      4.14 of
      the
      Seller’s Disclosure Schedule is (i) the estimated maximum amount that could be
      paid to any disqualified individual as a result of the Contemplated Transactions
      under all employment, severance and termination agreements, other compensation
      arrangements and Company Benefit Plans currently in effect, and (ii) the “base
      amount” (as defined in Section 280G(b)(e) of the Code) for each such individual
      as of the date of this Agreement.

     

    
      
         

      

      
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    (h) Retiree
      Health/COBRA.
      Except
      as required by Law, no Company Benefit Plan provides any of the following
      retiree or post-employment benefits to any Person: medical, disability or life
      insurance benefits. No Company Benefit Plan is a voluntary employee benefit
      association under Section 501(a)(9) of the Code. The Company and the ERISA
      Affiliates are in material compliance with (i) the requirements of the
      applicable health care continuation and notice provisions of the Consolidated
      Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations
      (including proposed regulations) thereunder and any similar state Law and (ii)
      the applicable requirements of the Health Insurance Portability and
      Accountability Act of 1996, as amended, and the regulations (including the
      proposed regulations) thereunder.

     

    (i) 409A
      /
      Deferred Compensation/Backdating.
      No
      payment or benefit provided pursuant to a Company Benefit Plan between the
      Company and any “service provider” (as such term is defined in Section 409A of
      the Code and the Treasury Regulations and Internal Revenue Service guidance
      thereunder), including the grant, vesting or exercise of any option to purchase
      capital stock of the Company or stock appreciation right, will or may provide
      for the deferral of compensation subject to Section 409A of the Code, whether
      pursuant to the execution and delivery of this Agreement by Seller or the
      consummation of the Contemplated Transactions (either alone or upon the
      occurrence of any additional or subsequent events) or otherwise. The Company
      has
      never granted or issued stock options or stock appreciation rights except in
      compliance with applicable Law and with an exercise price that was not less
      than
      the fair market value of the underlying Company common stock on the date the
      option or right was granted based upon a reasonable valuation method. The
      Company is not a party to, or otherwise obligated under, a Company Benefit
      Plan,
      that provides for the gross-up of the Tax imposed by Section 409A(a)(1)(B)
      of
      the Code. The execution and delivery of this Agreement and the consummation
      of
      the Contemplated Transactions will not (either alone or upon the occurrence
      of
      any additional or subsequent events) constitute an event under a Company Benefit
      Plan or Contract that will or may result in any payment of deferred compensation
      which will not be in compliance with Section 409A of the Code.

     

    (j) Unfunded
      Liabilities.
      Neither
      the Company nor any of its ERISA Affiliates has any unfunded Liabilities
      pursuant to any Company Benefit Plan that is not intended to be qualified under
      Section 401(a) of the Code and is an employee pension benefit plan within the
      meaning of Section 3(2) of ERISA, a nonqualified deferred compensation plan
      or
      an excess benefit plan. No Company Benefit Plan is a “nonqualified deferred
      compensation plan” (as defined under Section 409A(d)(1) of the
      Code).

     

    4.15 Compliance
      with Legal Requirements; Governmental Authorizations.

     

    (a) Compliance.
      The
      Company is, and at all times since March 31, 2008 has been, in full compliance
      with each Legal Requirement that is or was applicable to it or to the conduct
      or
      operation of its business or the ownership or use of any of its assets,
      including, without limitation, all applicable import and export control
      laws.

     

    (b) Governmental
      Authorizations.
      Section
      4.15
      of the
      Disclosure Schedule contains a complete and accurate list of each Governmental
      Authorization that is held by the Company or that otherwise relates to the
      business of, or to any of the assets owned or used by, the Company. Each
      Governmental Authorization listed or required to be listed in Section
      4.15
      of the
      Disclosure Schedule is valid and in full force and effect. Except as set forth
      in Section
      4.15
      of the
      Disclosure Schedule the Company is, and at all times since March 31, 2008 has
      been, in full compliance with all of the terms and requirements of each
      Governmental Authorization identified or required to be identified in
Section
      4.15
      of the
      Disclosure Schedule. The Governmental Authorizations listed in Section
      4.15
      of the
      Disclosure Schedule collectively constitute all of the Governmental
      Authorizations necessary to permit the Company to lawfully conduct and operate
      its business in the manner it currently conducts and operate such business
      and
      to permit the Company to own and use its assets in the manner in which it
      currently own and use such assets.

     

    
      
         

      

      
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    4.16 Legal
      Proceedings.There
      is
      no pending Proceeding: (i) that has been commenced by or against the Company
      or
      that otherwise relates to or may affect the business of, or any of the assets
      owned or used by, the Company, or (ii) that challenges, or that may have the
      effect of preventing, delaying, making illegal, or otherwise interfering with,
      any of the Contemplated Transactions. To the Knowledge of Seller and the
      Company, no such Proceeding has been Threatened. No event has occurred or
      circumstance exists that may give rise to or serve as a basis for the
      commencement of any such Proceeding. 

    


    4.17 Absence
      of Certain Changes and Events.
      Except
      as set forth in Section
      4.17
      of the
      Disclosure Schedule, since the date of the Unaudited Balance Sheet, the Company
      has conducted its business only in the Ordinary Course of Business and there
      has
      not been any: (a) event that has had a Material Adverse Effect; (b) change
      in
      the Company’s authorized or issued capital stock; grant of any stock option or
      right to purchase shares of capital stock of the Company; issuance of any
      security convertible into such capital stock; grant of any registration rights;
      purchase, redemption, retirement, or other acquisition by the Company of any
      shares of any such capital stock; or declaration or payment of any dividend
      or
      other distribution or payment in respect of shares of capital stock; (c)
      amendment to the Organizational Documents of the Company; (d) payment or
      increase by the Company of any bonuses, salaries, or other compensation to
      any
      stockholder, director, officer, or (except in the Ordinary Course of Business)
      employee or entry into any employment, severance, or similar Contract with
      any
      director, officer, or employee; (e) adoption of, or increase in the payments
      to
      or benefits under, any profit sharing, bonus, deferred compensation, savings,
      insurance, pension, retirement, or other employee benefit plan for or with
      any
      employees of the Company; (f) damage to or destruction or loss of any asset
      or
      property of the Company, whether or not covered by insurance; (g) entry into,
      termination of, or receipt of notice of termination of (i) any license,
      distributorship, dealer, sales representative, joint venture, credit, or similar
      agreement, or (ii) any Contract or transaction involving a total remaining
      commitment by or to the Company of at least the Threshold Amount; (h) sale
      (other than sales of Inventory in the Ordinary Course of Business), lease,
      or
      other disposition of any asset or property of the Company or mortgage, pledge,
      or imposition of any lien or other encumbrance on any material asset or property
      of the Company, including the sale, lease, or other disposition of any of the
      Intellectual Property Assets; (i) cancellation or waiver of any claims or rights
      with a value to the Company in excess of the Threshold Amount; (j) material
      change in the accounting methods used by the Company; or (k) agreement, whether
      oral or written, by the Company to do any of the foregoing.

     

    
      
         

      

      
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    4.18 Contracts;
      No Defaults.

     

    (a) Material
      Contracts.
      Section
      4.18(a) of
      the
      Disclosure Schedule contains a complete and accurate list, and Seller has
      delivered to Buyer true and complete copies, of the following Contracts (the
      “Material
      Contracts”):

     

    (i) each
      Applicable Contract that involves performance of services or delivery of goods
      or materials by the Company of an amount or value in excess of the Threshold
      Amount;

     

    (ii) any
      Applicable Contract for the purchase of any materials, supplies, equipment,
      merchandise or services that contains an escalation clause or that obligates
      the
      Company to purchase all or substantially all of its requirements of a particular
      product or service from a supplier or to make periodic minimum purchases of
      a
      particular product or service from a supplier;

     

    (iii) any
      Applicable
      Contract
      for the sale of any of the assets, properties or securities of the Company
      other
      than in the Ordinary Course of Business or for the grant to any Person of any
      option, right of first refusal or preferential or similar right to purchase
      any
      such assets, properties or securities;

     

    (iv) any
      Applicable Contract relating to the acquisition by the Company of
      any
      operating business or the equity of any other Person;

     

    (v) any
      Applicable Contract with customers or suppliers including provisions
for
      rebates,
      credits, discounts or the sharing of fees (but excluding Applicable Contracts
      containing such provisions relating only to prompt payment of amounts due
      thereunder); 

     

    (vi) any
      Applicable Contract obligating the Company to deliver future product
      enhancements or containing a “most favored nation” pricing clause;

     

    (vii) each
      lease, rental or occupancy agreement, license, installment and conditional
      sale
      agreement, and other Applicable Contract affecting the ownership of, leasing
      of,
      title to, use of, or any leasehold or other
      interest
      in, any real or personal property (except personal property leases and
      installment and conditional sales agreements having a value per item or
      aggregate payments of less than he Threshold Amount and with terms of less
      than
      one year);

     

    (viii) each
      licensing agreement or other Applicable Contract with respect to patents,
      trademarks, copyrights, or other intellectual property, including agreements
      with current or former employees, consultants, or contractors
      regarding the appropriation or the non-disclosure of any of the Intellectual
      Property Assets, and any
      Applicable Contract involving the assignment, transfer pledge or encumbrance
      of
      any of the Intellectual Property Assets;

     

    (ix) each
      employment
      contract
      binding on the Company;

     

    
      
         

      

      
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    (x) each
      collective bargaining agreement and other Applicable Contract with
      any
      labor union or other employee representative of a group of
      employees;

     

    (xi) each
      joint venture, partnership, and other Applicable Contract (however named)
      involving a sharing of profits, losses, costs or Liabilities by the Company
      with
      any other Person;

     

    (xii) each
      Applicable Contract containing covenants that in any way purport to restrict
      the
      business activity of the Company or any Affiliate of the Company
      or limit
      the freedom of the Company or any Affiliate of the Company to engage in any
      line
      of business or to compete with any Person or in any geographic
      area;

     

    (xiii) each
      Applicable Contract providing for payments to or by any Person based
      on
      sales, purchases, or profits, other than direct payments for goods;

     

    (xiv) each
      Applicable Contract entered into other than in the Ordinary Course of Business
      that contains or provides for an express undertaking by the Company to be
      responsible for consequential damages;

     

    (xv) each
      Applicable Contract for capital expenditures in excess of the Threshold
      Amount;

     

    (xvi) each
      written warranty, guaranty, and or other similar undertaking with respect to
      contractual performance extended by the Company other than in the Ordinary
      Course of Business;

     

    (xvii) any
      Applicable Contract requiring the payment to any Person of a brokerage or sale
      commission or a finder’s or referral fee (other than arrangements to pay
      commissions or fees to employees, agents or recruiters in the Ordinary Course
      of
      Business);

     

    (xviii) any
      Applicable Contract relating to or evidencing outstanding indebtedness of the
      Company for borrowed money (including capitalized lease
      obligations);

     

    (xix) any
      other
      Contract that is material to the Business of the Company; and

     

    (xx) each
      amendment, supplement, and modification (whether oral or written) in respect
      of
      any of the foregoing.

     

    (b) Compliance.
      Each
      Contract identified or required to be identified in Section
      4.18(a)
      of the
      Disclosure Schedule is in full force and effect and is valid and enforceable
      in
      accordance with its terms
      and:


     

    (i) the
      Company is, and at all times since March
      31,
      2008
      has
      been, in full compliance with all applicable terms and requirements of each
      Contract under which
      such
      Company has or had any Liability or by which such Company or any of the assets
      owned or used by such Company is or was bound;

     

    
      
         

      

      
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    (ii) each
      other Person that has or had any Liability under any Contract under which the
      Company has or had any rights is, and at all times since March
      31,
      2008
      has
      been, in full compliance with all applicable terms and requirements of such
      Contract;

     

    (iii) no
      event
      has occurred or circumstance exists that (with or without notice or lapse of
      time) may contravene, conflict with, or result in a violation or breach of,
      or
      give the Company or other Person the right to declare a default or exercise
      any
      remedy under, or to accelerate the maturity or performance of, or to cancel,
      terminate, or modify, any Applicable Contract; and

     

    (iv) the
      Company has not given to or received from any other Person, at any time since
      March
      31,
      2008,
      any
      notice or other communication (whether oral or written) regarding any actual,
      alleged, possible, or potential violation or breach of, or default under, any
      Contract.

     

    (c) Renegotiations.
      There
      are no renegotiations of, attempts to renegotiate, or outstanding rights to
      renegotiate any material amounts paid or payable to the Company under current
      or
      completed Contracts with any Person and no such Person has made written demand
      for such renegotiation.

     

    4.19 Insurance.
      Set
      forth in Section
      4.19
      of the
      Disclosure Schedule is a complete and accurate list and description of all
      insurance policies, including life, fire, liability, product liability, workers
      compensation, health and other forms of insurance, currently issued to the
      Company or paid for by the Company for the benefit of the Seller with respect
      to
      its Business, properties or assets, including any self-insurance arrangement
      by
      or affecting the Company, any contract or arrangement, other than a policy
      of
      insurance, for the transfer or sharing of any risk by the Company, and all
      obligations of the Company to third parties with respect to insurance (including
      such obligations under leases and service agreements) (collectively, the
“Insurance
      Policies”),
      which
      description includes the following: the name, address, and telephone number
      of
      the agent; the name of the insurer, the name of the policyholder, and the name
      of each covered insured; the policy number and the period of coverage; the
      scope
      (including an indication of whether the coverage was on a claims made,
      occurrence, or other basis) and amount (including a description of how
      deductibles and ceilings are calculated and operate) of coverage; and
      description of any retroactive premium adjustments or other loss sharing
      arrangements. Seller has delivered or made available to Buyer true and complete
      copies of the Insurance Policies. With respect to each Insurance Policy, and
      except as set forth in Section
      4.19
      of the
      Disclosure Schedule, (a) the policy is legal, valid, binding and in full force
      and effect; and (b) the Company is not in Default under the policy. The Company
      has given notice to the insurer of all claims that may be insured thereby,
      and
      there is no claim by the Company pending under any such policies as to which
      such Company has been informed that coverage has been questioned, denied or
      disputed by the underwriters of such policies. Section
      4.19
      of the
      Disclosure Schedule sets forth a summary of the loss experience under each
      Insurance Policy and a statement describing each claim under an insurance policy
      for an amount in excess of the Threshold Amount. The Insurance Policies, taken
      together, are sufficient for compliance with all Legal Requirements and
      Contracts which specify insurance coverage requirements to which the Company
      is
      a party or by which any of them is bound, will continue in full force and effect
      following the consummation of the Contemplated Transactions; and do not provide
      for any retrospective premium adjustment or other experienced-based Liability
      on
      the part of the Company. The Company has paid all premiums due, and has
      otherwise performed all of their respective obligations, under each policy
      to
      which the Company is a party or that provides coverage to the Company or
      director thereof.

     

    
      
         

      

      
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    4.20 Real
      Property.

     

    (a) Real
      Property.
      The
      Company owns no real Property. The Company leases the Facilities identified
      as
      being so leased on Section
      4.20
      of the
      Seller’s Disclosure Schedule (the “Leased
      Real Property”).
      Except as set forth on Section
      4.20
      of the
      Seller’s Disclosure Schedule, there
      are
      no pending or, to the Knowledge of Seller and the Company, Threatened,
      condemnation or other Proceedings relating to the Leased Real Property or other
      matters adversely affecting the current use or occupancy of the Leased Real
      Property. The Company has received
      all requisite approvals of Governmental Bodies (including licenses and permits)
      required in connection with the operation of the Leased Real Property and the
      Leased Real Property has been operated and maintained in accordance with
      applicable Laws.  The
      Company has not entered into any leases, subleases, licenses, concessions,
      or
      other agreements, written or oral, granting to any party the right of use or
      occupancy of any portion of the Leased Real Property. To Seller’s Knowledge,
      there are no outstanding options or rights of first refusal to purchase the
      Real
      Property, or any portion thereof or interest therein. Seller has delivered
      to Buyer copies of leases relating to the Leased Real Property.

     

    (b) Operation
      and Use of the Real Property.
      All of
      the Leased Real Property has parking and other amenities necessary for the
      operation of the businesses currently conducted thereon which are adequate
      in
      relation to the premises and location of the Facilities. All public roads and
      streets necessary for service of and access to the Facilities for the current
      or
      contemplated use thereof have been completed, are serviceable and all-weather
      and are physically and legally open for use by the public. All
      buildings, structures and improvements located on or included within the Leased
      Real Property are structurally sound and in good repair and in good working
      order and condition, reasonable wear and tear excepted), all mechanical,
      electrical, heating, air conditioning, drainage, sewer, water and plumbing
      systems are in good repair, and the Leased Real Property is supplied with
      utilities and other services necessary for the operation of such Real Property,
      including gas, electricity, water, telephone, sanitary sewer, and storm sewer
      and are provided via public roads or via permanent, irrevocable, appurtenant
      easements benefiting such real property. To Seller’s Knowledge, no Leased Real
      Property relies on any other facility located on any property not included
      within the legal description of each Leased Real Property to fulfill any
      municipal or governmental requirement or for the furnishing to any facility
      of
      any essential building systems or utilities, including, but not limited to,
      electrical, plumbing, mechanical and heating. All sewer, water and public
      utility services that presently service the Leased Real Property either enter
      the Leased Real Property through adjoining public streets or, if they pass
      through adjoining public land, do so in accordance with valid public and private
      easements which inure to the benefit of the Company.

     

    (c) No
      Other Agreements.
      Except
      as set forth in Section
      4.20(c)
      of the
      Seller’s Disclosure Schedule, to Seller’s Knowledge there are no (i) unrecorded
      agreements between the Company and any third parties or Governmental Bodies
      which affect any of the Leased Real Property; (ii) variances or special or
      conditional use permits with respect to the Leased Real Property, (iii)
      unrecorded restrictions, easements, licenses, conditions, limitations or
      covenants specifically affecting any facility which have been imposed upon
      any
      Leased Real Property and/or the Company by any third party or Governmental
      Body,
      whether imposed in connection with platting, subdivision, zoning, issuance
      of
      permits or certificates of occupancy or otherwise, (iv) wells on any Leased
      Real
      Property, (v) underground or above ground storage tanks on any Leased Real
      Property, or (vi) private sewage disposal systems on any Leased Real Property.
      All of the assets of the Company are located at the Leased Real Property, other
      than with respect to Inventory in transit.

     

    
      
         

      

      
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    4.21 Environmental
      Matters. 

     

    (a) The
      Company is, and at all times has been, in full compliance with, and has not
      been
      and is not in violation of or liable under, any Environmental Law. No Seller
      or
      Company has any basis to expect, nor has any of them or any other Person for
      whose conduct they are or may be held to be responsible received, any actual
      or
      Threatened order, notice, or other communication from (i) any Governmental
      Body
      or private citizen acting in the public interest, or (ii) the current or prior
      owner or operator of any Facilities, of any actual or potential violation or
      failure to comply with any Environmental Law, or of any actual or Threatened
      obligation to undertake or bear the cost of any Environmental, Health, and
      Safety Liabilities with respect to any of the Facilities or any other properties
      or assets (whether real, personal, or mixed) in which Seller or the Company
      has
      had an interest, or with respect to any property or facility at or to which
      Hazardous Materials were generated, manufactured, refined, transferred,
      imported, used, or processed by Seller, the Company, or any other Person for
      whose conduct they are or may be held responsible, or from which Hazardous
      Materials have been transported, treated, stored, handled, transferred,
      disposed, recycled, or received.

     

    (b) There
      are
      no pending or, to the Knowledge of Seller and the Company, Threatened claims,
      Encumbrances, or other restrictions of any nature, resulting from any
      Environmental, Health, and Safety Liabilities or arising under or pursuant
      to
      any Environmental Law, with respect to or affecting any of the Facilities or
      any
      other properties and assets (whether real, personal, or mixed) in which Seller
      or the Company has or had an interest.

     

    (c) Neither
      Seller nor the Company has any basis to expect, nor has any of them or any
      other
      Person for whose conduct they are or may be held responsible, received, any
      citation, directive, inquiry, notice, Order, summons, warning, or other
      communication that relates to Hazardous Activity, Hazardous Materials, or any
      alleged, actual, or potential violation or failure to comply with any
      Environmental Law, or of any alleged, actual, or potential obligation to
      undertake or bear the cost of any Environmental, Health, and Safety Liabilities
      with respect to any of the Facilities or any other properties or assets (whether
      real, personal, or mixed) owned or operated by the Company, or with respect
      to
      any property or facility to which Hazardous Materials generated, manufactured,
      refined, transferred, imported, used, or processed by Seller, the Company,
      or
      any other Person for whose conduct they are or may be held responsible, have
      been transported, treated, stored, handled, transferred, disposed, recycled,
      or
      received.

     

    (d) None
      of
      Seller, the Company or any other Person for whose conduct they are or may be
      held responsible, has any Environmental, Health, and Safety Liabilities with
      respect to the Facilities or with respect to any other properties and assets
      (whether real, personal, or mixed) in which Seller or the Company (or any
      predecessor), has or had an interest, or at any property geologically or
      hydrologically adjoining the Facilities or any such other property or
      assets.

     

    
      
         

      

      
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    (e) There
      are
      no Hazardous Materials present on or in the Environment at the Facilities or
      at
      any geologically or hydrologically adjoining property, including any Hazardous
      Materials contained in barrels, above or underground storage tanks, landfills,
      land deposits, dumps, equipment (whether moveable or fixed) or other containers,
      either temporary or permanent, and deposited or located in land, water, sumps,
      or any other part of the Facilities or such adjoining property, or incorporated
      into any structure therein or thereon. No Seller, Company, any other Person
      for
      whose conduct they are or may be held responsible, or to the Knowledge of Seller
      and the Company, any other Person, has permitted or conducted, or is aware
      of,
      any Hazardous Activity conducted with respect to the Facilities or any other
      properties or assets (whether real, personal, or mixed) in which Seller or
      the
      Company has or had an interest.

     

    (f) There
      has
      been no Release or, to the Knowledge of Seller and the Company, Threat of
      Release, of any Hazardous Materials at or from the Facilities or at any other
      locations where any Hazardous Materials were generated, manufactured, refined,
      transferred, produced, imported, used, or processed from or by the Facilities,
      or from or by any other properties and assets (whether real, personal, or mixed)
      in which Seller or the Company has or had an interest, or to the Knowledge
      of
      Seller and the Company, any geologically or hydrologically adjoining property,
      whether by Seller, the Company, or any other Person.

     

    (g) Seller
      has delivered to Buyer true and complete copies and results of any reports,
      studies, analyses, tests, or monitoring possessed or initiated by Seller or
      the
      Company pertaining to Hazardous Materials or Hazardous Activities in, on, or
      under the Facilities, or concerning compliance by Seller, the Company, or any
      other Person for whose conduct they are or may be held responsible, with
      Environmental Laws.

     

    4.22 Employees.

     

    (a) Section
      4.22(a)
      of the
      Disclosure Schedule contains a complete and accurate list of the following
      information for each employee of the Company, including each employee on leave
      of absence or layoff status: name; job title; current compensation paid or
      payable; vacation accrued; and service credited for purposes of vesting and
      eligibility to participate under the Company’s pension, retirement,
      profit-sharing, thrift-savings, deferred compensation, stock bonus, stock
      option, cash bonus, employee stock option (including investment credit or
      payroll stock ownership), termination notice or pay, severance pay, insurance,
      medical, welfare, vacation plan or any other employee benefit plan. For any
      employee who is on leave of absence, Section
      4.22(a)
      of the
      Seller’s Disclosure Schedule indicates the reason for absence and the expected
      duration. All employees of the Company are employees at will, and no severance
      or other amounts are payable to such employees upon termination of employment,
      other than with respect to vested rights under the Company Benefit Plans.


     

    
      
         

      

      
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    (b) The
      Company is in compliance in all material respects with all applicable Laws
      relating to employment and employment practices, workers’ compensation, terms
      and conditions of employment, worker safety, pay equity, employment insurance,
      wages and hours and the Worker Adjustment and Retraining Notification Act.
      There
      have been no claims of harassment, discrimination, retaliatory act or similar
      actions against any officer, director or employee of the Company at any time
      since the formation of the Company and no facts exist that would reasonably
      be
      expected to give rise to such claims or actions. The Company has made all
      required payments to its unemployment compensation reserve accounts with the
      appropriate governmental departments of the states and provinces where it is
      required to maintain such accounts, and each of such accounts has a positive
      balance. Section
      4.22(b)
      of the
      Disclosure Schedule also describes, and the Company has delivered to Buyer
      copies of, all reports of the Company required under the Federal Occupational
      Safety and Health Act of 1970, as amended, and under all other applicable health
      and safety Laws and regulations. The deficiencies, if any, noted on such reports
      or any reports prepared by independent consultants have been corrected to the
      satisfaction of the Governmental Body that gave notice of such deficiency,
      which
      satisfaction has been confirmed in writing by such applicable Governmental
      Body
      and copies of which have been delivered to Buyer.

     

    (c) No
      employee of the Company is a party to, or is otherwise bound by, any agreement
      or arrangement, including any confidentiality, noncompetition, or proprietary
      rights agreement, between such employee and any other Person (“Proprietary
      Rights Agreement”)
      that
      in any way adversely affects or will affect (i) the performance of his duties
      as
      an employee of the Company, or (ii) the ability of the Company to conduct its
      business, including any Proprietary Rights Agreement with Seller or the Company
      by any such employee. To the Knowledge of Seller and the Company, no officer
      or
      other key employee of the Company, except for Seller and his wife and daughter,
      intends to terminate his/her employment with the Company. Seller and his wife
      will remain on the Company’s payroll as employees of the Company until first
      Note payment is received. After the first payment under the Note, Seller’s
      relationship to Buyer and the Company will be governed by the Consulting
      Agreement and Licensing Agreement to be signed and delivered at
      Closing.

     

    (d) No
      retired employee or director of the Company, or their dependents, receives
      benefits or scheduled to receive benefits in the future.

     

    4.23 Labor
      Relations; Compliance.
      The
      Company is not a party to a collective bargaining or other labor Contract.
      Since
      March 31, 2008, there has not been, there is not presently pending or existing,
      and to the Knowledge of Seller and the Company there is not Threatened, (a)
      any
      strike, slowdown, picketing, work stoppage, or employee grievance process or
      (b)
      any Proceeding against or affecting the Company relating to the alleged
      violation of any Legal Requirement pertaining to labor relations or employment
      matters, the Equal Employment Opportunity Commission, or any comparable
      Governmental Body, organizational activity, or other labor or employment dispute
      against or affecting any of the Company or its premises, or (c) any application
      for certification of a collective bargaining agreement. No event has occurred
      or
      circumstance exists that could provide the basis for any work stoppage or other
      labor dispute. There is no lockout of any employees by the Company, and no
      such
      action is contemplated by the Company. The Company has complied in all respects
      with all Legal Requirements relating to employment, equal employment
      opportunity, nondiscrimination, immigration, wages, hours, benefits, collective
      bargaining, the payment of social security and similar taxes, occupational
      safety and health, pay equity, workers’ compensation, and plant closing. The
      Company is not liable for the payment of any compensation, damages, taxes,
      fines, penalties, or other amounts, however designated, for failure to comply
      with any of the foregoing Legal Requirements.

     

    
      
         

      

      
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    4.24 Intellectual
      Property. 

     

    (a) Sufficiency.
      The
      Company owns or has the right to use pursuant to licenses or sublicenses, all
      Intellectual Property necessary or desirable for the operation of its business.
      Each item of Intellectual Property owned or used by the Company immediately
      prior to the Closing will be owned or available for use by Buyer on identical
      terms and conditions immediately subsequent to the Closing. The Company has
      taken reasonable action to maintain and protect each item of Intellectual
      Property that it owns.

     

    (b) Non-Interference.
      The
      Company has not interfered with, infringed upon, misappropriated, or otherwise
      come into conflict with any Intellectual Property of third parties, received
      any
      charge, complaint, claim, demand, or notice alleging any such interference,
      infringement, misappropriation, or violation (including any claim that the
      Company must license or refrain from using any Intellectual Property of any
      third party). To the Knowledge of Seller and the Company, no third party has
      interfered with, infringed upon, misappropriated, or otherwise come into
      conflict with any Intellectual Property owned by the Company.

     

    (c) Owned
      Intellectual Property.
      Section
      4.24
      of the
      Seller’s Disclosure Schedule sets forth a true and complete list of (i) each
      registration that has been issued to the Company with respect to any of its
      Intellectual Property, (ii) each outstanding application for registration that
      the Company has made with respect to any of its Intellectual Property, and
      (iii)
      each outstanding license or sublicense that the Company has granted to any
      third
      party with respect to any of its Intellectual Property (together with any
      exceptions). Seller has made available to Buyer true, correct and complete
      copies of all such registrations, applications, licenses or sublicenses (as
      amended to date) and copies of all other written documentation evidencing
      ownership and prosecution (if applicable) of each such item. Section
      4.24
      of the
      Seller’s Disclosure Schedule also sets forth a true and complete list of each
      trade name or unregistered trademark now owned by the Company and used in
      connection with the Business. With respect to each item of Intellectual Property
      owned by the Company and required to be identified in Section
      4.24
      of the
      Seller’s Disclosure Schedule, except as set forth in such Section
      4.24,
      the
      Company:

     

    (i) possesses
      all right, title, and interest in and to the item, free and clear of any Lien,
      license or other restriction other than a Permitted Encumbrance;

     

    (ii) has
      not
      received any written notice that action, suit, proceeding, hearing,
      investigation, charge, complaint, claim, or demand is pending or, to the
      Knowledge of Seller and the Company, is Threatened, that challenges the
      legality, validity, enforceability, use, or ownership of the item;
      and

     

    
      
         

      

      
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    (iii) except
      for any express warranties with respect to products sold, has no outstanding
      obligations to indemnify any Person for or against any interference,
      infringement, misappropriation, or other conflict with respect to the
      item.

     

    (d) Intellectual
      Property Licensed to the Company.
      Section
      4.24
      of the
      Seller’s Disclosure Schedule sets forth a true and complete list of each
      item of Intellectual Property that any third party owns and that the Company
      uses pursuant to license or sublicense granted to the Company; provided,
      however,
      that
Section
      4.24
      of the
      Seller’s Disclosure Schedule need not identify licenses for commercially
      available personal computer software. Seller have delivered or made available
      to
      Buyer true, correct and complete copies of all such licenses and sublicenses,
      as
      amended to date. With respect to each item of Intellectual Property licensed
      by
      the Company and required to be identified in Section
      4.24
      of the
      Seller’s Disclosure Schedule, and except as specified in such Section
      4.24,
      (i) the
      Company is not Default thereunder;
      (ii)
the
      license or sublicense covering the item is legal, valid, binding, enforceable
      against the Company, and in full force and effect; and
      (iii)
no
      third
      party to the license or sublicense is in Default thereunder.

     

    4.25 Customers
      and
      Suppliers.
      Section
      4.25
      of the
      Seller’s Disclosure Schedule sets forth (a) the ten (10) largest customers of
      the Company, on the basis of revenues for goods sold or services provided for
      the most recent fiscal year and (b) the ten (10) largest suppliers to the
      Company, on the basis of cost of goods or services purchased for the most recent
      fiscal year. Neither Seller nor the Company know of any plan or intention of
      any
      of such customers or any suppliers to terminate, cancel or otherwise adversely
      modify its relationship with any of the Company or to decrease materially or
      limit any of its products or services to the Company or its usage or purchase
      of
      any of the services or products of the Company, or to change the prices at
      which
      such products are purchased or sold.

     

    4.26 Relationships
      With Related Persons.
      No
      Seller or any Related Person of Seller or of the Company has, or since March
      31,
      2008 has had, any interest in any property (whether real, personal, or mixed
      and
      whether tangible or intangible), used in or pertaining to the Business. Except
      as set forth in Section
      4.26
      of the
      Seller’s Disclosure Schedule, no Seller or any Related Person of Seller or of
      the Company is, or since the March 31, 2008 has owned (of record or as a
      beneficial owner) an equity interest or any other financial or profit interest
      in, a Person that has (i) had business dealings or a material financial interest
      in any transaction with the Company other than business dealings or transactions
      conducted in the Ordinary Course of Business with the Company at substantially
      prevailing market prices and on substantially prevailing market terms, or (ii)
      engaged in competition with the Company with respect to any line of the products
      or services of the Company (a “Competing
      Business”)
      in any
      market presently served by such Company except for less than one percent (1%)
      of
      the outstanding capital stock of any Competing Business that is publicly traded
      on any recognized exchange or in the over-the-counter market. Except as set
      forth in Section
      4.26
      of the
      Seller’s Disclosure Schedule, no Seller or any Related Person of Seller or of
      the Company is a party to any Contract with, or has any claim or right against,
      the Company.

     

    
      
         

      

      
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    4.27 Credit,
      Rebate, Product Warranties and Related Matters. Section
      4.27
      of the
      Seller’s Disclosure Schedule contains a true, correct and complete (a) list of
      the names and amounts of credits and rebates with any customers totaling more
      than the Threshold Amount per customer in 2005, 2006 or 2007, and the current
      oral or written credit and rebate policies of the Company, (b) list of the
      names
      and amounts of rebates received from any supplier of the Company totaling more
      than the Threshold Amount per supplier in 2005, 2006 or 2007, and (c) a copy
      of
      the Company’ standard warranty or warranties for sales of products and
      any
      return, repair or replacement policies for products. Except as set forth in
      Section
      4.27
      of the
      Seller’s Disclosure Schedule and for manufacturer warranties passed through to
      customers, there are no warranties, commitments or obligations with respect
      to
      the return, repair or replacement of any products manufactured, distributed
      or
      sold by the Company by reason of alleged overshipments, defective merchandise
      or
      otherwise, or of merchandise in the hands of wholesalers, distributors,
      retailers or customers under an understanding that such merchandise would be
      returnable. Section
      4.27
      of the
      Seller’s Disclosure Schedule sets forth the aggregate annual cost to Seller of
      performing warranty obligations, returns, repairs or replacements for customers
      for each of the three (3) preceding fiscal years and the current fiscal year.
      No
      facts or conditions exist which could reasonably be expected to result in the
      Company’ products being subject to a replacement, modification or recall
      campaign.  

     

    4.28 Brokers
      or Finders.
      Except
      as set forth in Section
      4.28
      of the
      Seller’s Disclosure Schedule, the Company, Seller and their agents have incurred
      no Liability for brokerage or finders’ fees or agents’ commissions or other
      similar payment in connection with this Agreement.

     

    4.29 Disclosure.
      No
      representation or warranty of Seller in this Agreement and no statement in
      the
      Seller’s Disclosure Schedule or any certificate delivered pursuant hereto or
      otherwise in connection with the Contemplated Transactions omits to state a
      material fact necessary to make the statements herein or therein, in light
      of
      the circumstances in which they were made, not misleading. No notice given
      pursuant to Section
      6.5
      will
      contain any untrue statement or omit to state a material fact necessary to
      make
      the statements therein or in this Agreement, in light of the circumstances
      in
      which they were made, not misleading. There is no fact known to Seller that
      has
      specific application to the Seller or the Company (other than general economic
      or industry conditions) and that materially adversely affects or, as far as
      Seller can reasonably foresee, materially threatens, the assets, business,
      prospects, financial condition, or results of operations of the Company (on
      a
      consolidated basis) that has not been set forth in this Agreement or the
      Seller’s Disclosure Schedule.

     

    ARTICLE
      5.

    REPRESENTATIONS
      AND WARRANTIES OF BUYER

     

    Buyer
      represents and warrants to Seller as follows: 

    


    5.1 Organization
      and Good Standing.
      Buyer
      is a corporation duly organized, validly existing, and in good standing under
      the laws of the State of Nevada. Buyer is duly qualified or licensed to do
      business and is in good standing, in each jurisdiction where the assets and
      properties owned, leased or operated by it or the nature of its business make
      such qualification or licensing necessary, except for failures to be so
      qualified or licensed and in good standing that do not have a Material Adverse
      Effect on Buyer.

     

    
      
         

      

      
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    5.2 Authority;
      No Conflict.

     

    (a) Enforceability.
      This
      Agreement constitutes the legal, valid, and binding obligation of Buyer,
      enforceable against Buyer in accordance with its terms, subject to the
      Enforceability Exceptions. Buyer has all necessary corporate power and authority
      to execute and deliver this Agreement and to perform its obligations under
      this
      Agreement. Upon the execution and delivery by Buyer of the Stock Restriction
      Agreement and Lease (collectively, the “Buyer’s
      Closing Documents”),
      the
      Buyer’s Closing Documents will constitute the legal, valid, and binding
      obligations of Buyer, enforceable against Buyer in accordance with their
      respective terms, subject to the Enforceability Exceptions. 

     

    (b) No
      Conflict.
      Neither
      the execution and delivery of this Agreement by Buyer nor the consummation
      or
      performance of any of the Contemplated Transactions by Buyer will give any
      Person the right to prevent, delay, or otherwise interfere with any of the
      Contemplated Transactions pursuant to: any provision of Buyer’s Organizational
      Documents; any resolution adopted by the board of directors or the stockholders
      of Buyer; any Legal Requirement or Order to which Buyer may be subject; or
      any
      Contract to which Buyer is a party or by which Buyer may be bound.

     

    5.3 Consents.
      Except
      for such Consents as Buyer may be required to obtain prior to Closing (the
      “Buyer
      Consents”),
      Buyer
      is 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.

     

    5.4 Certain
      Proceedings.
      As of
      the date hereof, there is no pending Proceeding that has been commenced against
      Buyer and that challenges, or may have the effect of preventing, delaying,
      making illegal, or otherwise interfering with, any of the Contemplated
      Transactions. To Buyer’s Knowledge, no such Proceeding has been Threatened as of
      the date hereof.

     

    5.5 Brokers
      or Finders.
      Buyer
      and its officers and agents have incurred no Liability for brokerage or finders’
fees or agents’ commissions or other similar payment in connection with this
      Agreement or any of the Contemplated transactions.

     

    5.6 SEC
      Filings.
      Buyer
      has made available to the Seller or the Seller has had access through the EDGAR
      filing system to accurate and complete copies (excluding copies of exhibits)
      of
      each report, registration statement (on a form other than Form S-3 or S-8)
      and
      definitive proxy statement filed by Buyer with the Securities and Exchange
      Commission (the “SEC”)
      between
      December 31, 2006 and the date of this Agreement (the “Buyer
      SEC Documents”).
      As of
      the time it was filed with the SEC (or, if amended or superseded by a filing
      prior to the date of this Agreement, then on the date of such filing): (i)
      each
      of the Buyer SEC Documents complied in all material respects with the applicable
      requirements of the Securities Act or the Exchange Act, as the case may be;
      and
      (ii) none of the Buyer SEC Documents contained any untrue statement of a
      material fact or omitted to state a material fact required to be stated therein
      or necessary in order to make the statements therein, in the light of the
      circumstances and each of the Buyer SEC Documents: (i) complied as to form
      in
      all material respects with the published rules and regulations of the SEC
      applicable thereto; (ii) were prepared in accordance with generally accepted
      accounting principles applied on a consistent basis throughout the periods
      covered, except as may be indicated in the notes to such financial statements
      and (in the case of unaudited statements) as permitted by Form 10-Q, and except
      that unaudited financial statements may not contain footnotes and are subject
      to
      year-end audit adjustments; and (iii) fairly present the consolidated financial
      position of the Buyer as of the respective dates thereof and the consolidated
      results of operations of the Buyer for the periods covered thereby.

     

    
      
         

      

      
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    5.7 Valid
      Issuance.
      The
      Buyer Series E Preferred Stock to be issued in the Contemplated Transactions
      has
      been duly authorized and will, when issued in accordance with the provisions
      of
      this Agreement, be validly issued, fully paid and nonassessable and will not
      be
      subject to any restriction on resale under the Securities Act, other than
      restrictions imposed under the Securities Act and other securities laws, this
      Agreement or the Stock Restriction Agreement.

     

    ARTICLE
      6.

    PRE-CLOSING
      COVENANTS

     

    6.1 Access
      and Investigation.
      Between
      the date of this Agreement and the Closing Date, Seller and the Company will,
      and will cause each of their respective Representatives to, (a) afford Buyer
      and
      its Representatives and prospective lenders and their Representatives
      (collectively, “Buyer’s
      Advisors”),
      upon
      reasonable advance notice and during regular business hours, full and free
      access to the Company’s personnel, properties, contracts, books and records, and
      other documents and data, (b) furnish Buyer and Buyer’s Advisors with copies of
      all such contracts, books and records, and other existing documents and data
      as
      Buyer may reasonably request, and (c) furnish Buyer and Buyer’s Advisors with
      such additional financial, operating, and other data and information as Buyer
      may reasonably request.

     

    6.2 Operation
      of the Businesses of the Company.

     

    (a) Ordinary
      Course.
      Except
      as expressly provided or permitted herein, or as consented to in writing by
      Buyer, during the period commencing on the date of this Agreement and ending
      on
      the Closing Date or such earlier date as this Agreement may be terminated in
      accordance with its terms (the “Pre-Closing
      Period”),
      Seller will cause the Company to act and carry on the Company’s businesses in
      the Ordinary Course of Business, maintain and preserve the Company’s business
      organization, assets and properties, preserve the Company’s business
      relationships with customers, strategic partners, suppliers, distributors and
      others having business dealings with it and keep available the services of
      the
      present officers, employees and consultants of the Company. Without limiting
      the
      generality of the foregoing, except as expressly provided or permitted herein,
      during the Pre-Closing Period, the Company shall not, directly or indirectly,
      do
      any of the following without the prior written consent of Buyer:

     

    (i) declare,
      set aside or pay any distributions or dividends on, or make any other
      distributions (whether in cash, securities or other property) in respect of,
      any
      of its capital stock or other equity securities, except that the Company may
      make distributions to the Seller in sufficient amount to pay federal, state
      and
      local income taxes, at the highest marginal tax rates applicable to Seller
      on
      the net distributive share of the Company’s income, losses, deductions and
      credits that have been separately stated and passed through to the Seller under
      Section 1366 of the Code, provided that the Buyer shall be notified in advance
      of such distributions; split, combine or reclassify any of its capital stock
      or
      other equity securities or issue or authorize the issuance of any other
      securities in respect of, in lieu of or in substitution for capital stock or
      any
      of its other securities; or purchase, redeem or otherwise acquire any capital
      stock or any of its other securities or any rights, warrants or options to
      acquire any such capital stock or other securities;

     

    
      
         

      

      
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    (ii) issue,
      deliver, sell, grant, pledge or otherwise dispose of or encumber any capital
      stock, any other voting securities or any securities convertible into or
      exchangeable for, or any rights, warrants or options to acquire, any such
      capital stock, voting securities or convertible or exchangeable securities
      (other than the issuance of shares of capital stock upon the exercise of options
      or warrants outstanding on the date of this Agreement);

     

    (iii) amend
      any
      of the Organizational Documents or other comparable charter or organizational
      documents or enter into any new line of business or discontinue any existing
      line of business;

     

    (iv) acquire
      by merging or consolidating with, or by purchasing all or a substantial portion
      of the assets or any stock of, or by any other manner, any business or any
      corporation, partnership, joint venture, limited liability company, association
      or other business organization or division thereof, or any assets that are
      material, in the aggregate, to the Company;

     

    (v) sell,
      lease, license, pledge, or otherwise dispose of or encumber any material
      properties or material assets of the Company other than in the Ordinary Course
      of Business;

     

    (vi) knowingly
      or irrevocably waive any material right of the Company under any Material
      Contract;

     

    (vii) (A)
      incur
      any Indebtedness other than draws under such Company’s existing line of credit
      in the Ordinary Course of Business, make any payments on any existing
      Indebtedness other than regular payments made pursuant to the terms of such
      existing Indebtedness, or pay any guaranty fees or other fees to any guarantor
      of any Indebtedness of the Company, (B) issue, sell or amend any debt securities
      or warrants or other rights to acquire any debt securities of the Company,
      guarantee any debt securities of another Person, enter into any “keep well” or
      other agreement to maintain any financial statement condition of another Person
      or enter into any arrangement having the economic effect of any of the
      foregoing, (C) make any loans, advances or capital contributions to, or
      investment in, any other Person; provided,
      however,
      that
      the Company may, in the Ordinary Course of Business, invest in debt securities
      maturing not more than ninety (90) days after the date of investment, or (D)
      other than in the Ordinary Course of Business, enter into any hedging agreement
      or other financial agreement or arrangement designed to protect the Company
      against fluctuations in commodities prices or exchange rates;

     

    
      
         

      

      
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    (viii) make
      any
      capital expenditures or other expenditures with respect to property, plant
      or
      equipment in excess of the Threshold Amount in the aggregate; 

     

    (ix) make
      any
      changes in accounting methods, principles or practices, except insofar as may
      have been required by a change in GAAP;

     

    (x) except
      as
      required to comply with applicable Law or agreements, plans or arrangements
      existing on the date hereof, (A) adopt, enter into, terminate or materially
      amend any employment, severance or similar agreement or material benefit plan
      for the benefit or welfare of any current or former director, officer or
      employee, including a Company Benefit Plan or any collective bargaining
      agreement, (B) increase in any material respect the compensation or fringe
      benefits of, or pay any bonus to, any director, officer or employee, (C)
      accelerate the payment, right to payment or vesting of any material compensation
      or benefits, including any outstanding options or restricted equity awards,
      other than as contemplated by this Agreement, (D) grant any options to purchase
      capital stock, equity appreciation rights, equity based or equity related
      awards, performance units or restricted equity, or (E) take any action other
      than in the Ordinary Course of Business to fund or in any other way secure
      the
      payment of compensation or benefits under a Company Benefit Plan;

     

    (xi) make
      or
      change any election in respect of Taxes, adopt or change any accounting method
      in respect of Taxes, file any amendment to a Tax Return, settle any claim or
      assessment in respect of Taxes, or consent to any extension or waiver of the
      limitation period applicable to any claim or assessment in respect of
      Taxes;

     

    (xii) enter
      into or amend any contract or agreement other than in the Ordinary Course of
      Business or terminate any Material Contract or amend any of its material terms
      (other than amendments designed to remedy defaults thereunder);

     

    (xiii) commence,
      pay, discharge, settle or satisfy any lawsuits, claims, liabilities or
      obligations (absolute, accrued, asserted or unasserted, contingent or
      otherwise), other than the payment, discharge or satisfaction in the Ordinary
      Course of Business of liabilities reflected or reserved against in the Unaudited
      Balance Sheet and financial statements or incurred in the Ordinary Course of
      Business, or waive any material benefits of any confidentiality, standstill
      or
      similar agreements to which the Company is a party;

     

    (xiv) permit
      any material increase in the number of employees employed by the Company on
      the
      date hereof;

     

    (xv) terminate
      or fail to renew any Governmental Authorization that is required for continued
      operations;

     

    (xvi) enter
      into any collective bargaining agreement or union contract with any labor
      organization or union;

     

    (xvii) accelerate
      or defer any obligation or payment by or to the Company, or not pay any accounts
      payable or other obligation of such Company when due and other than in the
      Ordinary Course of Business;

     

    
      
         

      

      
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    (xviii) decrease
      or defer in any material respect the level of training provided to the employees
      of such Company or the level of costs expended in connection therewith;
      and

     

    (xix) fail
      to
      maintain insurance at levels at least comparable to current levels or otherwise
      in a manner inconsistent with past practice.

     

    (b) Negative
      Covenant.
      Except
      as otherwise expressly permitted by this Agreement, between the date of this
      Agreement and the Closing Date, neither the Seller nor the Company will, without
      the prior consent of Buyer, take any affirmative action, or fail to take any
      reasonable action within their or its control, as a result of which any of
      the
      changes or events listed in Section
      4.17
      is
      likely to occur. 

     

    6.3 Required
      Approvals. 

     

    (a) Seller.
      As
      promptly as practicable after the date of this Agreement, Seller and the Company
      will make all filings required by Legal Requirements to be made by them in
      order
      to consummate the Contemplated Transactions. Between the date of this Agreement
      and the Closing Date, Seller and the Company will (a) cooperate with Buyer
      with
      respect to all filings that Buyer elects to make or is required by Legal
      Requirements to make in connection with the Contemplated Transactions, (b)
      cooperate with Buyer in obtaining all consents required by Buyer to consummate
      the Contemplated Transactions, and (c) take all actions necessary to obtain
      the
      Required Consents.

     

    (b) Buyer.
      As
      promptly as practicable after the date of this Agreement, Buyer will, and will
      cause each of its Related Persons to, make all filings required by Legal
      Requirements to be made by them to consummate the Contemplated Transactions.
      Between the date of this Agreement and the Closing Date, Buyer will, and will
      cause each Related Person to, (a) cooperate with Seller and the Company with
      respect to all filings that Seller are required by Legal Requirements to make
      in
      connection with the Contemplated Transactions, and (b) reasonably cooperate
      with
      Seller and the Company in obtaining all Required Consents; provided,
      that
      this Agreement will not require Buyer to dispose of or make any change in any
      portion of its business or to incur any other burden to obtain a Governmental
      Authorization.

     

    6.4 Efforts
      to Satisfy Conditions.

     

    (a) Seller.
      Seller
      and the Company will use commercially reasonable efforts to cause the conditions
      in Article
      8
      and
Article
      9
      to be
      satisfied.

     

    (b) Buyer.
      Except
      as set forth in the proviso to Section
      6.3(b),
      between
      the date of this Agreement and the Closing Date, Buyer will use commercially
      reasonable efforts to cause the conditions in Article
      8
      and
Article
      9
      to be
      satisfied.

     

    6.5 Notification.
      Between
      the date of this Agreement and the Closing Date, Seller and Company will each
      promptly notify Buyer in writing if such Seller or Company becomes aware of
      any
      fact or condition that causes or constitutes a Breach of any of Seller’s and the
      Company’ representations and warranties as of the date of this Agreement, or if
      such Seller or Company becomes aware of the occurrence after the date of this
      Agreement of any fact or condition that could (except as expressly contemplated
      by this Agreement) cause or constitute a Breach of any such representation
      or
      warranty had such representation or warranty been made as of the time of
      occurrence or discovery of such fact or condition. Should any such fact or
      condition require any change in the Seller’s Disclosure Schedule if the Seller’s
      Disclosure Schedule were dated the date of the occurrence or discovery of any
      such fact or condition, Seller and the Company will promptly deliver to Buyer
      a
      proposed supplement to the Seller’s Disclosure Schedule specifying such change.
      Any update to the Seller’s Disclosure Schedule shall require Buyer’s prior
      written approval, in its discretion. During the same period, Seller and the
      Company will promptly notify Buyer of (a) the occurrence of any Breach of any
      covenant of Seller and the Company in this Article
      6
      or of
      the occurrence of any event that may make the satisfaction of the conditions
      in
Article
      8
      impossible or unlikely, and (b) the receipt by such party of any notice or
      other
      communication from any Governmental Body or third party in connection with
      any
      consent or approval of such Governmental Body or third party that is or may
      be
      required in connection with the Contemplated Transactions or relating to any
      plan or intention of any of third party to terminate, cancel or otherwise
      adversely modify its commercial relationship with the Company or to decrease
      materially or limit materially any of its products or services to the Company
      or
      its usage or purchase of any of the services or products of the
      Company.

     

    
      
         

      

      
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    6.6 No
      Negotiation.
      Until
      such time, if any, as this Agreement is terminated pursuant to Article
      10,
      Seller
      and the Company and each of their respective Representatives shall not, directly
      or indirectly solicit, initiate, or encourage any inquiries or proposals from,
      discuss or negotiate with, provide any non-public information to, or consider
      the merits of any unsolicited inquiries or proposals from, any Person (other
      than Buyer) relating to any transaction involving the sale of the business
      or
      assets (other than in the Ordinary Course of Business) of the Company, or any
      of
      the capital stock of the Company, or any merger, consolidation, business
      combination, or similar transaction involving the Company. Seller and the
      Company will promptly forward to Buyer copies of any such inquiries or proposals
      received from any Person.

     

    6.7 Bank
      Accounts; Powers of Attorney.
      As of
      the Closing, at Buyer’s request, Seller and the Company shall cause Buyer’s
      designees to be added, and the Company’s designees to be removed, as signatories
      with respect to each of the Company’s bank accounts and to terminate any powers
      of attorney.

     

    6.8 Supplements
      to Disclosure Schedule.
      Seller
      shall have the right until the Closing Date to amend or supplement Seller’s
      Disclosure Schedules with respect to any matter hereafter arising (excluding
      matters existing as of the date hereof). No information provided pursuant to
      this Section
      6.8,
      however, shall be deemed to modify, or to cure any breach of, any
      representation, warranty or covenant in this Agreement existing at the date
      hereof.

     

    6.9 Certain
      Tax Matters.

     

    (a) Tax
      Status and Elections.
      Seller
      and the Company shall cause all tax sharing agreements or similar arrangements
      with respect to or involving the Company to be terminated as to such entity
      as
      of the Closing Date, and, after the Closing Date, the Company shall not be
      bound
      thereby or have any liability thereunder. No new elections, and no changes
      in
      current elections, with respect to Taxes affecting the Company shall be made
      after the date of this Agreement without the prior written consent of Buyer.
      

     

    
      
         

      

      
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    (b) Pre-Closing
      Tax Returns.
      The
      Company shall prepare (or cause to be prepared for the Company) all Tax Returns
      of the Company required to be filed prior to Closing. All such Tax returns
      shall
      be prepared in accordance with past practice (unless a contrary position is
      required by Law), to the extent any position taken in such returns may affect
      the tax liability of Buyer and the Company after the Closing. The Company shall
      timely pay, or cause to be paid, all Taxes relating to such Tax Returns. Seller
      shall provide Buyer or its designee the opportunity to review a substantially
      completed draft of each pre-Closing Tax Return reasonably prior to the filing
      of
      the applicable pre-Closing Tax Return, and reasonable access to the Person(s)
      actually responsible for preparing the same; provided,
      however,
      that
      the foregoing rights provided to Buyer (or its designee) will in no way affect
      (whether or not and regardless of the extent to which Buyer exercises such
      rights) the nature and scope of any of the representations, warranties,
      covenants and indemnities of Seller contained in this Agreement.

     

    6.10 Audit(k) .
      The
      Company shall retain an independent SEC-qualified auditing firm mutually
      acceptable to the Seller and the Buyer and cause such auditing firm to prepare
      the audited financial statements for the Company’s fiscal year ended December
      31, 2007 (the “Audited
      Financial Statements”).
      All
      reasonable costs of such audit shall be the sole responsibility of the Buyer.
      

     

    6.11 Distribution
      of Certain Assets.
      Prior
      to Closing, the Company shall distribute and assign to Seller and Seller shall
      accept and assume the assets and liabilities described on Schedule
      6.11
      hereof.


     

    ARTICLE
      7.

    POST-CLOSING
      COVENANTS

     

    7.1 Covenant
      Not to Compete.
      From and
      after Closing, Seller covenants and agrees as follows:

     

    (a) Restricted
      Period.
      As used
      in this Article
      7,
      the
      term “Restricted
      Period”
      means
      the
      period commencing upon the termination or expiration of the Consulting Agreement
      and ending on the date two (2) years following such termination or
      expiration.

     

    (b) Non-Competition;
      Non-Solicitation.
      In
      order to allow Buyer to realize the full benefit of its bargain in connection
      with the purchase of the Shares, the Seller shall not at any time during the
      Restricted Period, directly or indirectly, acting alone or as a member of a
      partnership or as a holder of any security of any class, or as an employee,
      consultant to or representative of, any corporation or other business entity:
      

     

    (i) engage
      in, continue in or carry on any business which competes with the Business as
      conducted by the Company or Buyer or its Affiliates as of the Closing Date,
      or
      is substantially similar thereto, including owning or controlling any financial
      interest in any corporation, partnership, firm or other form of business
      organization which is so engaged;

     

    
      
         

      

      
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    (ii) solicit
      any customers of the Company or of Buyer or its Affiliates for purposes of
      offering products that are competitive with the products offered by the Business
      or of Buyer or its Affiliates as of the Closing Date; 

     

    (iii) solicit
      any supplier of the Company or of Buyer or its Affiliates for purposes of
      supplying products that are competitive with the products purchased by the
      Company or the Buyer or its Affiliates as of the Closing Date; or

     

    (iv) hire,
      offer to hire, or solicit for employment any employee of the Company, Buyer
      or
      its Affiliates, without the prior consent of Buyer, until such employee has
      been
      separated from employment by the Company, Buyer or its Affiliates for at least
      one year;

     

    provided
      this
Section
      7.1
      shall
      not prohibit Seller’s Consulting Agreement and Licensing Agreement with Buyer or
      Seller’s ownership of Buyer’s capital stock.

     

    (c) Severability;
      Reformation; Equitable Relief.
      Seller
      acknowledges that if the scope of the covenants set forth in this Section
      7.1
      is
      deemed to be too broad in any court proceeding, the court may reduce the scope
      as it deems reasonable under the circumstances. Buyer would not have any
      adequate remedy at law for the breach or threatened breach by Seller or any
      of
      his respective Affiliates or Related Persons of the covenants and agreements
      set
      forth in this Section
      7.1
      and,
      accordingly, Buyer and the Company may, in addition to the other remedies which
      may be available to it hereunder, file suit in equity to enjoin Seller or any
      of
      his respective Affiliates or Related Persons from such breach or threatened
      breach and Seller consent to the issuance of injunctive relief hereunder. The
      act of Buyer in entering into this Agreement, and Buyer’s covenants and payments
      hereunder, constitute sufficient consideration for Seller to agree not to
      compete against Buyer or the Company as set out in this Section
      7.1.

     

    7.2 Certain
      Tax Matters. 

     

    (a) Income
      Tax Returns.
      Buyer
      shall prepare, or cause to be prepared, all Income Tax Returns of the Company
      required to be filed after Closing for all periods ending on or before the
      Closing Date, including all short taxable years ending on the Closing Date.
      Buyer shall provide Seller or their designees the opportunity to review a
      substantially completed draft of each such Income Tax Return at least ten (10)
      business days prior to the filing of such Income Tax Return, and reasonable
      access to the Person(s) actually responsible for preparing such Income Tax
      Returns; provided,
      however,
      that
      the foregoing rights provided to Seller or their designee will in no way affect
      (whether or not and regardless of the extent to which Seller exercise such
      rights) the nature and scope of any of the representations, warranties,
      covenants and indemnities of Seller contained in this Agreement. Seller shall
      timely file such Income Tax Returns and pay (or cause to be paid) all Taxes
      relating to all periods ending on or before the Closing Date (including, without
      limitation, any built-in gain tax that will be incurred by the Company as a
      result of the Closing).
      

     

    (b) Cooperation;
      Tax Audit.
      After
      the Closing Date, Buyer and Seller shall, and shall cause their respective
      Affiliates, including the Company, to, cooperate in the preparation of all
      Tax
      Returns and shall provide, or cause to be provided, to the requesting party
      any
      records or other information requested by such party in connection therewith
      as
      well as access to, and the cooperation of, the auditors of Buyer and Seller.
      Seller, on the one hand, and Buyer, on the other hand, shall give prompt notice
      to each other of any proposed adjustment to Taxes for periods ending on or
      before the Closing Date (or beginning on or before the Closing Date and ending
      after the Closing Date). Promptly upon receipt by either party of any
      notification or indication (whether written or oral) from the IRS or any state
      or other taxing authority that it intends to investigate or audit any
      pre-Closing Tax Return, the party receiving such information shall notify the
      other party and convey such information to the other party in writing. Each
      party shall cooperate with the other in connection with any Tax investigation,
      Tax audit, or other Tax proceeding. A party shall be reimbursed for reasonable
      out-of-pocket expenses incurred in taking any action requested by the other
      party or parties under this Section
      7.2(b);
      provided,
      however,
      that
      the foregoing shall not alter any indemnification rights to which Buyer or
      Seller are entitled under this Agreement, including, without limitation, under
      Article
      11.
      

     

    
      
         

      

      
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    7.3 Further
      Assurances.
      The
      parties agree (a) to furnish upon request to each other such further
      information, (b) to execute and deliver to each other such other documents,
      and (c) to 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 documents referred to in this Agreement.

     

    7.4 Litigation
      Support.
      In the
      event and for so long as Buyer or Company is actively contesting or defending
      against any litigation or claim in connection with any fact, situation,
      circumstance, status, condition, activity, practice, plan, occurrence, event,
      incident, action, failure to act or transaction existing or occurring on or
      prior to the Closing Date involving the Company or the Business, Seller will
      cooperate in the contest or defense and provide such testimony as may be
      necessary in connection with the contest or defense, at the cost and expense
      of
      Buyer (unless and to the extent Buyer is entitled to indemnification therefor
      hereunder).

     

    7.5 Cooperation:
      Audited Financial Statements.
      In the
      event the audit required pursuant to Section
      6.10
      is not
      completed prior to the Closing, Seller shall, and shall cause his Affiliates
      to,
      cooperate in the preparation of the Audited Financial Statements and shall
      provide, or cause to be provided, to the requesting party any records or other
      information requested by Buyer or the Company in connection therewith as well
      as
      access to, and the cooperation of, the auditors of Buyer and Seller.


     

    ARTICLE
      8.

    CONDITIONS
      PRECEDENT TO BUYER’S OBLIGATION TO CLOSE

     

    Buyer’s
      obligation to purchase the Shares 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
      Buyer, in whole or in part):

    


    8.1 Accuracy
      of Representations
      and
      Warranties.
      The
      representations and warranties of Seller set forth in this Agreement that are
      qualified by a reference to materiality or a Material Adverse Effect (any such
      qualification referred to herein as a “Materiality
      Qualifier”)
      shall
      be true and correct in all respects when made and (after giving effect to any
      schedule updates deemed made or otherwise permitted under Section
      6.8)
      on and
      as of the Closing as if made at and as of the Closing (other than
      representations and warranties that are so qualified and relate to a particular
      date, which representations and warranties shall be true and correct in all
      respects as of such date), and the representations and warranties of Seller
      set
      forth in this Agreement that are not so qualified shall be true and correct
      in
      all material respects when made and (after giving effect to any schedule updates
      deemed made or otherwise permitted under Section
      6.8)
      on and
      as of the Closing Date as if made on and as of such time (except for those
      representations and warranties that are not so qualified and relate to a
      particular date, which representations and warranties shall be true and correct
      in all material respects as of such date).

     

    
      
         

      

      
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    8.2 Seller’s
      Performance.

     

    (a) Covenants;
      Etc.
      All of
      the covenants and obligations that Seller is 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), must have been duly performed and complied with in all material
      respects.

     

    (b) Documents,
      Etc.
      Each
      document required to be delivered by Seller pursuant to Section
      3.2
      must
      have been delivered, and each of the other covenants and obligations in
Article
      6
      must
      have been performed and complied with in all respects.

     

    8.3 Consents.
      Each of
      the Required Consents and the Buyer Consents must have been obtained and must
      be
      in full force and effect.

     

    8.4 No
      Proceedings.
      Since
      the date of this Agreement, there must not have been commenced or Threatened
      against Buyer, or against any Person affiliated with Buyer, 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, or otherwise interfering
      with any of the Contemplated Transactions.

     

    8.5 No
      Claim Regarding Stock Ownership or Sale Proceeds.
      There
      must not have been made or Threatened by any Person any claim asserting that
      such Person (a) is the holder or the beneficial owner of, or has the right
      to acquire or to obtain beneficial ownership of, any stock of, or any other
      voting, equity, or ownership interest in, any of the Company, or (b) is
      entitled to all or any portion of the Purchase Price payable for the
      Shares.

     

    8.6 No
      Prohibition.
      Neither
      the consummation nor the performance of any of the Contemplated Transactions
      will, directly or indirectly (with or without notice or lapse of time),
      materially contravene, or conflict with, or result in a material violation
      of,
      or cause Buyer or any Person affiliated with Buyer to suffer any material
      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.

     

    8.7 No
      Material Adverse Effect.
      Since
      the date of this Agreement, there shall not have occurred any event or
      occurrence creating or reasonably likely to create a Material Adverse
      Effect.

     

    
      
         

      

      
        44

        
          

        

      

      
         

      

    

     

    8.8 Confirmation
      of Audited Financial Statements.
      The
      Seller shall have delivered to the Buyer the Audited Financial Statements,
      which
      shall reflect no material adverse change to the financial condition of the
      Company from the financial condition of the Company reflected in the Compiled
      Financial Statements. 

     

    8.9 Due
      Diligence.
      Buyer
      and its Representatives shall have completed their due diligence investigation
      of the Company, its properties and assets, the Business and related matters,
      and
      the results of such diligence shall be satisfactory to Buyer in its sole and
      absolute discretion.

    


    8.10 Financing.
      Buyer
      shall have obtained, on terms and conditions satisfactory to Buyer in its sole
      discretion, any and all financing it needs in order to consummate the
      transactions contemplated hereby, which Buyer anticipates, but does not
      guarantee, receiving within sixty (60) days of the Effective Date.

    


    ARTICLE
      9.

    CONDITIONS
      PRECEDENT TO SELLER’S OBLIGATION TO CLOSE

     

    Seller’s
      obligation to sell the Shares 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):

    


    9.1 Accuracy
      of Representations
      and
      Warranties.
      The
      representations and warranties of Buyer set forth in this Agreement that are
      qualified by a reference to a Materiality Qualifier shall be true and correct
      in
      all respects when made and (after giving effect to any schedule updates deemed
      made or otherwise permitted under Section
      6.8)
      on and
      as of the Closing as if made at and as of the Closing (other than
      representations and warranties that are so qualified and relate to a particular
      date, which representations and warranties shall be true and correct in all
      respects as of such date), and the representations and warranties of Buyer
      set
      forth in this Agreement that are not so qualified shall be true and correct in
      all material respects when made and (after giving effect to any schedule updates
      deemed made or otherwise permitted under Section
      6.8)
      on and
      as of the Closing Date as if made on and as of such time (except for those
      representations and warranties that are not so qualified and relate to a
      particular date, which representations and warranties shall be true and correct
      in all material respects as of such date).

     

    9.2 Buyer’s
      Performance.

     

    (a) Covenants;
      Etc.
      All of
      the covenants and obligations that Buyer is 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), must have been performed and complied with in all material
      respects.

     

    (b) Documents,
      Etc.
      Buyer
      must have delivered each of the documents required to be delivered by Buyer
      pursuant to Section
      3.2
      and must
      be prepared to make the cash payments required to be made by Buyer pursuant
      thereto.

     

    
      
         

      

      
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    9.3 No
      Injunction.
      There
      must not be in effect any Legal Requirement or any injunction or other Order
      that (a) prohibits the sale of the Shares by Seller to Buyer, and
      (b) has been adopted or issued, or has otherwise become effective, since
      the date of this Agreement.

     

    ARTICLE
      10.

    TERMINATION

     

    10.1 Termination
      Events.
      This
      Agreement may, by notice given prior to or at the Closing, be
      terminated:

     

    (a) Breach.
      By
      either Buyer or Seller if a material Breach of any provision of this Agreement
      has been committed by the other party and such Breach has not been
      waived.

     

    (b) Failure
      of Conditions Precedent.
      (i) By
      Buyer if any of the conditions in Article
      8
      has not
      been satisfied as of the Closing Date or if satisfaction of such a condition
      is
      or becomes impossible (other than through the failure of Buyer to comply with
      its obligations under this Agreement) and Buyer has not waived such condition
      on
      or before the Closing Date; or (ii) by Seller, if any of the conditions in
      Article
      9
      has not
      been satisfied of the Closing Date or if satisfaction of such a condition is
      or
      becomes impossible (other than through the failure of Seller to comply with
      their obligations under this Agreement) and Seller have not waived such
      condition on or before the Closing Date.

     

    (c) Mutual
      Consent.
      By
      mutual written consent of Buyer and Seller.

     

    (d) Outside
      Date.
      By
      either Buyer or Seller if the Closing has not occurred (other than through
      the
      failure of any party seeking to terminate this Agreement to comply fully with
      its obligations under this Agreement) on or before the date sixty (60) days
      from
      the Effective Date, or such later date as the parties may agree upon (the
“Outside
      Date”).

     

    10.2 Effect
      of Termination.
      Each
      party’s right of termination under Section
      10.1
      is in
      addition to any other rights it may have under this Agreement or otherwise,
      and
      the exercise of a right of termination will not be an election of remedies.
      If
      this Agreement is terminated pursuant to Section
      10.1,
      all
      further obligations of the parties under this Agreement will terminate, except
      that the obligations in Section
      12.1
      and
Section
      12.3
      will
      survive; provided,
      however,
      that if
      this Agreement is terminated by a party because of the Breach of the Agreement
      by the other 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
      other 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.

     

    ARTICLE
      11.

    INDEMNIFICATION

     

    11.1 Survival.
      Except
      as set forth below, all representations, warranties, covenants, and obligations
      in this Agreement, the Seller’s Disclosure Schedule, the supplements to the
      Seller’s Disclosure Schedule, any other certificate or document delivered
      pursuant to this Agreement will survive the Closing. 

     

    
      
         

      

      
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    (a) In
      General.
      Except
      as set forth below, all of the representations and warranties of Seller and
      Buyer contained in this Agreement or any agreement or document executed and
      delivered pursuant to the terms of this Agreement shall survive the Closing
      hereunder and continue in full force and effect after the Closing Date.


     

    (b) Covenants
      and Agreements.
      The
      covenants
      and
      agreements contained herein shall survive the Closing without limitation as
      to
      time unless the covenant or agreement
      specifies a term, in which case such covenant or agreement shall survive for
      such specified term. 

     

    11.2 Indemnification
      by Seller.
      Seller
      will indemnify, defend and hold harmless the Buyer Indemnified Persons for,
      and
      will pay to the Buyer Indemnified Persons the amount of, any Adverse
      Consequences arising, directly or indirectly,
      from
      or in connection with: (a) any Breach of any representation or warranty made
      by
      Seller or the Company in this Agreement, the Disclosure Schedule, the
      supplements to the Disclosure Schedule, the Seller’s Closing Documents, or any
      other certificate or document delivered by Seller or the Company pursuant to
      this Agreement, or any claim by a third party that, if proven, would constitute
      such a breach or misrepresentation;
      (b) any
      Breach by Seller or the Company of any covenant or obligation of Seller or
      the
      Company in 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 alleged to have been made by any such Person with Seller or the
      Company (or any Person acting on their behalf) in connection with any of the
      Contemplated Transactions; and/or (d) any claim by any Person with respect
      to
      the assets and liabilities listed on Schedule
      6.11
      distributed to Seller prior to Closing.

     

    11.3 Indemnification
      by Buyer.
      Buyer
      will indemnify, defend and hold harmless the Seller Indemnified Persons for,
      and
      will pay to the Seller Indemnified Persons the amount of, any Adverse
      Consequences arising, directly or indirectly,
      from
      or in connection with: (a) any Breach of any representation or warranty made
      by
      Buyer in this Agreement, Buyer’s Closing Documents or in any certificate
      delivered by Buyer pursuant to this Agreement;
      (b) any
      Breach by Buyer of any covenant or obligation of Buyer in this Agreement or
      Buyer’s Closing Documents; and (c) any claim by any Person for brokerage or
      finder’s fees or commissions or similar payments based upon any agreement or
      understanding alleged to have been made by such Person with Buyer (or any Person
      acting on its behalf) in connection with any of the Contemplated
      Transactions.

     

    11.4 Procedure
      for Indemnification. Subject
      to the other terms of this Article
      11:

     

    (a) Notice
      of Indemnifiable Loss.
      In the
      event that a Person entitled to indemnification under this Article
      11
      (the
“Indemnitee”)
      shall
      suffer any Adverse Consequences in respect of which indemnification may be
      sought under this Article
      11
      against
      the party required to provide indemnification under this Article
      11
      (the
“Indemnitor”),
      the
      Indemnitee must assert a claim for indemnification by a written notice which
      contains reasonably sufficient detail and information of the Indemnifiable
      Losses as then known (the “Notice
      of Indemnifiable Loss”)
      to the
      Indemnitor. The Notice of Indemnifiable Loss must be provided to the Seller
      as
      soon as practicable, but in no event later than 30 days after the Indemnitee
      acquires knowledge of the basis for the claim for indemnification.
      Notwithstanding the foregoing, any failure to provide the Indemnitor with a
      Notice of Indemnifiable Loss in such a timely manner shall not relieve the
      Indemnitor from any liability that it may have to the Indemnitee under this
      Article
      11
      except
      to the extent that the Indemnitor is materially prejudiced by the Indemnitee’s
      failure to give such Notice of Indemnifiable Loss in such a timely
      manner. 

     

    
      
         

      

      
        47

        
          

        

      

      
         

      

    

     

    (b) Third
      Party Claims.
      

     

    (i) In
      the
      event that any third party (including any Governmental Body) asserts a claim
      against an Indemnitee for which such Indemnitee intends to seek indemnity from
      the Indemnitor, then the Indemnitee shall promptly notify the Indemnitor of
      such
      claim or demand and the amount thereof, if known, or an estimate thereof, if
      reasonably capable of estimation (the “Claim
      Notice”),
      but
      any failure to so notify the Seller shall not relieve it from any liability
      that
      it may have to the Indemnitee under this Article
      11
      except
      to the extent that the Indemnitor is materially prejudiced by the Indemnitee
      failure to give such notice. 

     

    (ii) The
      Indemnitor shall have fifteen (15) days from Claim Notice to undertake, conduct
      and control the defense of such third party claim; provided,
      that
      pending the Indemnitor’s decision whether to exercise its right to undertake the
      conduct and control of the settlement or defense of any third party claim,
      the
      Indemnitee shall undertake, conduct and control the settlement or defense
      thereof, through counsel of its own choosing if the failure to so act during
      such period might reasonably be expected to have a material adverse effect
      on
      the Indemnitee, and provided further
      that
      (A) the Indemnitor notifies the Indemnitee, in writing, within such fifteen
      (15) days that the Indemnitor will assume the defense of the third party claim
      and pay all attorneys’ fees and other third party defense costs in connection
      therewith, (B) the Indemnitor provides the Indemnitee with evidence
      reasonably acceptable to the Indemnitee that the Indemnitor will have the
      financial resources to defend against the third party claim and fulfill its
      indemnification obligations hereunder, (C) the third party claim involves
      only money damages and does not seek an injunction or other equitable relief,
      (D) settlement of, or an adverse judgment with respect to, the third party
      claim is not, in the good faith judgment of the Indemnitee, likely to establish
      a precedential custom or practice adverse to the continuing business interests
      of the Buyer, and (E) the Indemnitor conducts the defense of the Third
      Party Claim actively and diligently.

     

    (iii) All
      costs
      and expenses incurred by the Indemnitor in defending such third party claim
      shall be paid by the Indemnitor. If the Indemnitor assumes such defense, the
      Indemnitee may participate in, but not control, any such defense or settlement,
      at its sole cost and expense. So long as the Indemnitor is defending such third
      party claim in good faith, the Indemnitee shall not settle such claim.
      Notwithstanding the foregoing, the Indemnitee shall have the right to pay or
      settle any such third party claim; provided,
      that in
      such event it shall waive any right to indemnity therefor by the Indemnitor.
      

     

    (iv) If
      the
      Indemnitor does not notify the Indemnitee within fifteen (15) days after the
      receipt of the Indemnitee’s Claim Notice that it elects to undertake the
      settlement or defense thereof, the Indemnitee shall have the right to conduct
      and control the defense thereof and to contest, settle or compromise the third
      party claim but shall not thereby waive any right to indemnity therefor pursuant
      to this Agreement. 

     

    
      
         

      

      
        48

        
          

        

      

      
         

      

    

     

    
      (v) The
        Indemnitor shall not, without the prior written consent of the Indemnitee,
        settle, compromise or offer to settle or compromise any third party claim
        unless: (x) such settlement or judgment includes as an unconditional term
        thereof the giving by the Person or Persons asserting such claim to all
        Indemnified Parties an unconditional release from all Liability with respect
        to
        such claim and (y) the relief provided in connection with such settlement
        or
        judgment effected by the Indemnitor is satisfied entirely by the Indemnitor.
        To
        the extent the Indemnitor shall control or participate in the defense or
        settlement of any third party claim or demand, the Indemnitee will give to
        the
        Indemnitor and its counsel access to, during normal business hours, the relevant
        books and records, and shall permit them to consult with the employees and
        counsel of the Indemnitee. The Indemnitee shall use commercially reasonable
        efforts to cooperate in the defense of all such claims.

    

     

    (vi) With
      respect to any pending action or proceeding subject to indemnification under
      this Article
      11,
      the
      parties shall cooperate in such a manner as to preserve in full (to the extent
      possible) the confidentiality of all confidential business records and the
      attorney-client and work-product privileges. In connection therewith,
      (A) each party shall use its commercially reasonable efforts, in any action
      or proceeding in which he or it has assumed or participated in the defense,
      to
      avoid production of confidential business records (consistent with applicable
      law and rules of procedure), and (B) all communications between any party
      hereto and counsel responsible for or participating in the defense of any action
      or proceeding shall, to the extent possible, be made so as to reserve any
      applicable attorney-client or work-product privilege.

     

    11.5 Additional
      Agreements Regarding Indemnity. 

     

    (a) Waivers.
      The
      waiver of any condition based on 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, payment of Adverse Consequences, or other
      remedy based on such representations, warranties, covenants, and
      obligations.

     

    (b) Reliance.
      The
      right to indemnification, payment of Adverse Consequences or other remedy based
      on such representations, warranties, covenants, and obligations will not be
      affected by any investigation 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.

     

    (c) Other
      Remedies.
      The
      remedies provided in this Article
      11
      will not
      be exclusive of or limit any other remedies that may be available to the parties
      or other Indemnified Persons.

     

    11.6 Setoff.
      In
      addition to any other remedies available to Buyer, Buyer shall be entitled,
      for
      a period of twenty-four (24) months following the Closing, to set-off or recoup
      any amounts due to Buyer pursuant to this Article
      11
      against
      the Stock Consideration, and then the outstanding balance of the Note. For
      purposes setting-off against the Stock Consideration, each share of Buyer Series
      E Stock shall be valued equal to the average closing price per share of Buyer
      Common Stock for the five (5) trading days prior to the date of the Notice
      of
      Indemnifiable Loss or Claim Notice, as applicable. 

     

    
      
         

      

      
        49

        
          

        

      

      
         

      

    

     

    ARTICLE
      12.

    GENERAL
      PROVISIONS

     

    12.1 Expenses.
      Except
      as otherwise expressly provided in this Agreement, each of the Buyer and the
      Seller will bear their respective investment banking, fairness opinion, legal,
      accounting, and other fees and expenses relating to the Contemplated
      Transactions; provided,
      however,
      all
      reasonable expenses associated with the audit of the Company’s financial
      statements required in connection with the Contemplated Transactions shall
      be
      paid by Buyer. 

     

    12.2 Public
      Announcements;
      Market Stand-Off.
      Any
      public announcement 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 Buyer determines. Buyer shall provide the Seller with a draft of
      any
      public announcement with respect to the Agreement or the Contemplated
      Transactions and a reasonable opportunity to comment on such public
      announcement. Unless consented to by Buyer in advance or required by Legal
      Requirements, prior to the Closing, Seller and the Company shall keep this
      Agreement strictly confidential and may not make any disclosure of this
      Agreement to any Person. Seller, the Company and Buyer will consult with each
      other concerning the means by which the Company’ employees, customers, and
      suppliers and others having dealings with the Company will be informed of the
      Contemplated Transactions, and Buyer will have the right to be present for
      any
      such communication.

     

    12.3 Confidentiality.
      Between
      the date of this Agreement and the Closing Date, Buyer, Seller and the Company
      will maintain in confidence, and will cause the directors, officers, employees,
      agents, and advisors of Buyer and the Company to maintain in confidence, any
      written, oral, or other information obtained in confidence from another party
      or
      the Company in connection with this Agreement or the Contemplated Transactions,
      unless (a) such information is already known to such party or to others not
      bound by a duty of confidentiality or such information becomes publicly
      available through no fault of such party, (b) the use of such information is
      necessary or appropriate in making any filing or obtaining any consent or
      approval required for the consummation of the Contemplated Transactions, or
      (c)
      the furnishing or use of such information is required by legal proceedings.
      If
      the Contemplated Transactions are not consummated, each party will return or
      destroy as much of such written information as the other party may reasonably
      request. Whether or not the Closing takes place, Seller and the Company waive
      any cause of action, right, or claim arising out of the access of Buyer or
      its
      representatives to any trade secrets or other confidential information of the
      Company except for the intentional competitive misuse by Buyer of such trade
      secrets or confidential information.

     

    12.4 Notices.
      All
      notices, consents, waivers, and other communications under this Agreement must
      be in writing and will be deemed to have been duly given when (a) delivered
      by
      hand (with written confirmation of receipt), (b) sent by telecopier or other
      electronic transmission (with written confirmation of receipt), provided that
      a
      copy is mailed by registered mail, return receipt requested, or (c) when
      received by the addressee, if sent by a nationally recognized overnight delivery
      service (receipt requested), in each case to the appropriate addresses and
      telecopier numbers set forth below (or to such other addresses and telecopier
      numbers as a party may designate by notice to the other parties):

     

    
      
         

      

      
        50

        
          

        

      

      
         

      

    

     

    If
      to
      Seller and the Company (prior to Closing):

    


    CJ’s
      Sales and Service of Ocala, Inc.

    132
      NE
      17th
      Place

    Ocala,
      FL
      34470

    Attention:
      Mr. Dudley Hargrove

    Facsimile
      No.: (352) 732-7238

    


    with
      a
      copy to: 

    


    Gregory
      C. Harrell, Esq.

    Mateer
      & Harbert, P.A.

    7
      East
      Silver Springs Blvd., Suite 500

    Ocala,
      FL
      34470

    Facsimile
      No.: (352) 351-9002


    


    If
      to
      Seller (after Closing):

    


    Mr.
      Dudley Hargrove

    400
      S.E.
      90th
      Street

    Ocala,
      FL
      34480

    


    with
      a
      copy to:

    


    Gregory
      C. Harrell, Esq.

    Mateer
      & Harbert, P.A.

    7
      East
      Silver Springs Blvd., Suite 500

    Ocala,
      FL
      34470

    Facsimile
      No.: (352) 351-9002


    


    If
      to
      Buyer:

    


    Titan
      Energy Worldwide, Inc.

    Attention:
      Chief Executive Officer

    55800
      Grand River, Suite 100

    New
      Hudson, MI 48165 

    Facsimile
      No.: (248) 446-8196

     

    
      
         

      

      
        51

        
          

        

      

      
         

      

    

    


    with
      a
      copy to:

    


    Daniel
      A.
      Yarano, Esq.

    Fredrikson
      & Byron, P.A.

    200
      South
      Sixth Street, Suite 4000

    Minneapolis,
      MN 55402

    Facsimile
      No.: (612) 492-7077

    


    12.5 Jurisdiction.
      Any
      action or proceeding seeking to enforce any provision of, or based on any right
      arising out of, this Agreement may be brought against any of the parties in
      the
      state and federal courts located in or serving Marion County in the State of
      Florida, and each of the parties consents to the exclusive jurisdiction of
      such
      courts (and of the appropriate appellate courts) in any such action or
      proceeding and waives any objection to venue laid therein.

     

    12.6 Waiver.
      The
      rights and remedies of the parties to this Agreement are cumulative and not
      alternative. Neither the failure nor any delay by any party in exercising any
      right, power, or privilege under this Agreement or 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 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 such 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 between the parties with respect
      to
      its subject matter (including the Letter of Intent among Buyer, Seller and
      the
      Company) and constitutes (along with the documents referred to in 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 except by a written instrument signed by Buyer and
      Seller.

     

    12.8 Disclosure
      Schedule.
      The
      disclosures in the Seller’s Disclosure Schedule, and those in any Supplement
      thereto, must relate only to the representations and warranties in the Section
      of the Agreement to which they expressly relate and not to any other
      representation or warranty in this Agreement. In the event of any inconsistency
      between the statements in the body of this Agreement and those in the Seller’s
      Disclosure Schedule (other than an exception expressly set forth as such in
      the
      Seller’s Disclosure Schedule with respect to a specifically identified
      representation or warranty), the statements in the body of this Agreement will
      control.

     

    12.9 Assignments,
      Successors, and No Third-Party Rights.
      No
      party may assign any of its rights under this Agreement without the prior
      consent of the other parties, except that Buyer may assign any of its rights
      under this Agreement to any Subsidiary of Buyer. 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. This Agreement and all of its provisions and conditions are
      for
      the sole and exclusive benefit of the parties to this Agreement and their
      successors and assigns.

     

    
      
         

      

      
        52

        
          

        

      

      
         

      

    

     

    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 Interpretation
      and Rules of Construction.
      In this
      Agreement, except to the extent otherwise provided or that the context otherwise
      requires: (a) when a reference is made in this Agreement to an Article, Section,
      Paragraph, Exhibit or Schedule, such reference is to an Article or Section
      or
      Paragraph of, or an Exhibit or Schedule to, this Agreement unless otherwise
      indicated; the Exhibits and Schedules form part of and shall have effect as
      if
      set out in this Agreement and any reference to this “Agreement” includes the
      Exhibits and the Schedules; (b) the table of contents and headings for this
      Agreement, are for reference purposes only and do not affect in any way the
      meaning or interpretation of this Agreement; (c) whenever the words “include,”
“includes” or “including” are used in this Agreement, they are deemed to be
      followed by the words “without limitation”; (d) the words “hereof,” “herein” and
“hereunder” and words of similar import, when used in this Agreement, refer to
      this Agreement as a whole and not to any particular provision of this Agreement;
      (e) all terms defined in this Agreement have the defined meanings when used
      in
      any certificate or other document made or delivered pursuant hereto, unless
      otherwise defined therein; (f) the terms defined in the singular shall have
      a
      comparable meaning when used in the plural, and vice versa; (g) references
      to a
      Person are also to its successors and permitted assigns; (h) the use of “or” is
      not intended to be exclusive unless expressly indicated otherwise;
      (i)
      the term
“Dollars” or “$” shall refer to the currency of the United States of America;
      and (j) all references to time shall refer to Eastern Standard
      Time.

     

    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 the laws of the State of Florida without regard
      to
      conflicts of laws principles.

     

    12.14 Counterparts.
      This
      Agreement may be executed in one or more counterparts (including by facsimile
      and electronic transmission), 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.

     

    [Signature
      pages follow]



    
      
         

      

      
        53

        
          

        

      

      
         

        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed and delivered this Stock Purchase
      Agreement as of the date first set forth above.

    


    
      	
              BUYER:

            	 	
              COMPANY:

            
	 	 	 
	
              TITAN
                ENERGY WORLDWIDE, INC.

            	 	
              CJ’S
                SALES AND SERVICE OF OCALA, 

              INC.

            
	 	 	 
	
              By:

            	
              /s/
                John Tastad

            	 	
              By:

            	
              /s/
                Dudley Hargrove

            
	
              Name:

            	
              John
                Tastad

            	 	
              Name:

            	
              Dudley
                Hargrove

            
	
              Its:

            	
              Chief
                Executive Officer

            	 	
              Its:

            	
              President

            


    

    


    
      	 	 	
              SELLER:

            
	 	 	 
	 	 	
              /s/
                Dudley Hargrove 

            
	 	 	
              Dudley
                Hargrove, individually

            


    

     

    [Signature
      page to Stock Purchase Agreement]