UNIT
      PURCHASE AGREEMENT

     

    By
      and Between

     

    The
      Individuals listed on Annex
      A

    (collectively,
      the “Seller”),

     

    and

     

    ISI
      Controls, Ltd., A Texas limited partnership,

    (the
      “Purchaser”)

     

    Dated
      as of January 7, 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    UNIT
      PURCHASE AGREEMENT

     

    THIS
      UNIT
      PURCHASE AGREEMENT (this “Agreement”),
      dated
      as of January 7, 2008 (the “Effective
      Date”),
      is
      by, between and among the owners and members listed on Annex
      A
      (collectively, the “Seller”)
      of
      Com-Tec Security, LLC, a limited liability company organized under the laws
      of
      Wisconsin (the
      “Company”),
      ISI
      Controls, Ltd., a Texas limited partnership, (including
      any permitted assignee thereof pursuant to Section
      12.11,
      the
“Purchaser”)
      and
      Jeffrey E. Corcoran,
      who
      shall be the representative of the Seller (the “Seller
      Representative”).
      Certain
      capitalized terms used in this Agreement are defined in Article
      XI.

     

    BACKGROUND

     

    The
      Company
      is
      engaged in the business of custom design, manufacture and installation of
      electronic security and communication systems
      (the
“Business”).
      The
      Seller desires to sell, and the Purchaser desires to purchase, all of the
      outstanding units of ownership of the Company upon the terms and subject to
      the
      conditions set forth in this Agreement.

     

    The
      Seller and the Purchaser desire to make certain representations, warranties,
      covenants and agreements in connection with the purchase and sale contemplated
      by this Agreement.

     

    NOW,
      THEREFORE, in consideration of the foregoing and mutual representations,
      warranties, covenants and agreements hereinafter set forth, and for other
      consideration, the receipt and sufficiency of which are acknowledged, the
      parties to this Agreement agree as follows:

     

    ARTICLE
      I. 

    PURCHASE
      AND SALE OF THE UNITS

     

    Section
      1.1.   Closing.
      The
      consummation of the transactions contemplated by this Agreement (the
“Closing”)
      will
      take place at the offices of the Purchaser at 12903 Delivery Drive, San Antonio,
      Texas at 10:00 a.m., local time, to be effective at 11:59 PM on the 31st day
      of
      January, 2008, or at such other place and at such other time and date as may
      be
      mutually agreed upon by the Purchaser and the Seller. The
      date
      and time at which the Closing is effective, is referred to in this Agreement
      as
      the “Closing
      Date.”
All
      proceedings to be taken and all documents to be executed and delivered by all
      parties at the Closing will be deemed to have been taken, executed and delivered
      simultaneously, and no proceedings will be deemed taken nor any documents
      executed or delivered until all have been taken, executed and
      delivered.

     

    Section
      1.2.   Purchase
      and Sale of the Units.
      On the
      terms and subject to the conditions set forth in this Agreement, at the Closing,
      the Seller will sell, assign, transfer, convey and deliver to the Purchaser,
      and
      the Purchaser will purchase, acquire and accept from the Seller, an aggregate
      one hundred (100) units of ownership of the Company (the “Units”),
      which
      such Units represent 100% ownership of the Company.

     

    Section
      1.3.   Purchase
      Price.
      The
      aggregate consideration (the “Purchase
      Price”)
      to be
      paid at the Closing by the Purchaser to the Seller for the purchase and sale
      of
      the Units, subject to adjustment as set forth in Section
      1.4
      below,
      is $6,515,000 to be paid as follows: 

     

    (a)  payment
      by the Purchaser, by cashier’s check or wire transfer to the accounts designated
      by each Seller at least ten (10) business days prior to the Closing Date, of
      an
      aggregate amount (the “Cash
      Purchase Price”)
      equal
      to $3,000,000, and 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  delivery
      of a secured, subordinated promissory note (the “Promissory
      Note”)
      in the
      form attached hereto as Exhibit
      A,
      which
      shall be in an amount equal to $3,515,000, subject to adjustment.

     

    Section
      1.4.   Adjustments
      to Purchase Price.

     

    (a)  Post-Closing
      Adjustments.
      The
      accounting firm of Clifton Gunderson, LLP, the Company’s auditor (the “Auditor”)
      shall be retained by the Purchaser, and prepare audited financial statements
      for
      the Company for the annual periods ending on December 31, 2006 (the “2006
      Financials’) and December 31, 2007 (“2007 Financials”) and such financial
      statements shall comply with the qualitative requirements of Section 2.4. The
      Auditor, shall make the following calculations as promptly as practicable after
      the completion and delivery of the 2007 Financials, and report the results
      to
      the Purchaser and the Seller in writing, together with a summary of the
      calculations: 

     

    (i)  Calculating
      Accounts Receivable.
      The
      Auditor shall determine the specific identity of, and the gross amount of,
      all
      unpaid accounts receivable of the Company as of the Closing (“2007 Accounts
      Receivable”). For purposes of this Section 1.4, retainage shall not be deemed to
      be an account receivable unless and until such retainage has been invoiced
      as a
      collectible receivable.

     

    (ii)  Final
      Working Capital Adjustment.
      The
      Auditor will also determine the Working Capital as of the Closing Date (the
      “Final
      Closing Working Capital”).
      If
      the Final Closing Working Capital is less than $1,592,000 (the “Original
      Estimated Working Capital”), the then principal balance of the Promissory Note
      shall be reduced by the difference between the Final Closing Working Capital
      and
      the Original Estimated Working Capital. The Purchase Price shall be
      correspondingly reduced. If the Final Closing Working Capital is equal to or
      greater than the Original Estimated Working Capital, there will be no adjustment
      to the Promissory Note or the Purchase Price. The term “Working Capital” shall
      be the Company’s current assets, less the Company’s current liabilities. The
      phrase “current assets” shall be assets that are readily convertible, in the
      opinion of the Auditor, to cash within twelve (12) months of the Closing, and
      the phrase “current liabilities” shall be debts that, in the opinion of the
      Auditor, are likely to paid within twelve (12) months of the
      Closing.

     

    (iii)  Accounts
      Receivable Adjustment.
      As
      promptly as practicable following December 31, 2008, the Parties will determine
      the amount of 2007 Accounts Receivable that were collected during the 12 month
      period following the Closing (the “2007 A/R Collections”). The sum resulting by
      deducting the 2007 A/R Collections from the 2007 Accounts Receivable is the
“A/R
      Adjustment.” The then outstanding principal balance of the Promissory Note shall
      be reduced by the full amount of the A/R Adjustment. After the A/R Adjustment
      has been calculated, and applied to the Promissory Note, the remaining
      uncollected 2007 Accounts Receivable shall be assigned to the Seller
      Representative.

     

    (iv)  Backlog
      Adjustment.
      As
      promptly as practicable after the Closing Date, the Auditor will determine
      the
      backlog of the Company on the Closing Date (“Closing
      Backlog”).
      If
      the Closing Backlog is greater than $7,100,000, then any net reduction to the
      Purchase Price required pursuant to Sections
      1.4(a)(i), (ii) and (iii) above
      will be offset by the amount resulting from the following formula, but not
      to
      exceed $100,000:

     

    (Closing
      Backlog - $7,100,000) x 0.025.

     

    
      
        
        

      

      
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    (v)  Accounting
      Treatments, Processes, and Procedures.
      Subject
      to determinations made by the Company’s auditor, Buyer shall not cause or permit
      the Company, after the Closing Date, to change, modify, or alter its internal
      accounting treatments, processes, and procedures in any way which are
      inconsistent with the Company’s internal accounting treatments, processes, and
      procedures before the Closing Date. Subject to determinations made by the
      Company’s auditor, all audits of the Company’s financial records, contemplated
      in this Section 1.4, shall be conducted on the basis of the Company’s pre- and
      post-Closing Date treatments, processes, and procedures being as similar as
      is
      reasonably possible.

     

    (vi)  Closing
      Costs.
      All
      Closing Costs of the Company will be expensed by Company. All Closing Costs
      of
      the Company that are paid or accrued as of Closing will be added back to the
      calculation of Working Capital in an aggregate amount not to exceed $30,000.00.
      “Closing Costs” shall include only the accounting and legal fees incurred by
      Company (not Seller) directly related to the Closing of this Transaction. As
      an
      example (without limiting the forgoing) representation of the interests of
      the
      Seller in the drafting of the Definitive Agreement (and other documents related
      to the Transaction), and the commissions of Joe Valentine are not Closing Costs
      of the Company.

     

    (b)  Alternative
      Determination.
      If the
      Auditor is unable to complete any calculation or determination required by
      this
Section
      1.4,
      such
      calculation or determination will instead be made by mutual agreement of the
      Purchaser and the Seller. 

     

    (c)  Notice
      of Adjustment.
      Prior
      to making any adjustment set forth in Section
      1.4(a),
      the
      Purchaser will provide the Seller Representative written notice of such
      adjustment (the “Closing Adjustment”), including a calculation of how the
      adjustment was determined, and a reasonable opportunity to respond to
      same.

     

    (d)  Final
      Determination; Notice of Dispute.
      A
      Closing Adjustment proposed by Purchaser in accordance with Section
      1.4(c)
      will be
      final, conclusive and binding on the Seller unless the Seller Representative
      provides a written notice (a “Dispute
      Notice”)
      to
      Purchaser within thirty (30) Business Days following the Seller Representative’s
      receipt of the Closing Adjustment, setting forth in reasonable detail (a) any
      item of the Closing Adjustment which the Seller Representative believes is
      incorrect and (b) the Seller Representative’s alternative calculation of (or the
      Seller Representative’s identification of a suspected defect in) the Closing
      Adjustment. Any item or amount to which no dispute is raised in the Dispute
      Notice will be final, conclusive and binding on the Seller. Any Dispute Notice
      must specify, with reasonable particularity, all facts that form the basis
      of
      such disagreements and all statements by Persons and documents relied upon
      by
      the Seller Representative as forming the basis of such
      disagreement.

     

    (e)  Dispute
      Resolution.
      If
      Seller Representative delivers a Dispute Notice, the Purchaser and the Seller
      Representative will attempt to resolve the matters raised in the Dispute Notice
      in good faith for no less than twenty (20) Business Days following delivery
      of
      the Dispute Notice (the “Resolution
      Period”).
      If
      the Purchaser and the Seller Representative cannot reach agreement regarding
      the
      matters raised in such Dispute Notice during the Resolution Period, then either
      the Purchaser or the Seller Representative may provide written notice to the
      other within twenty (20) Business Days following the end of the Resolution
      Period that it elects to submit the disputed items to a nationally recognized
      independent accounting firm chosen jointly by the Purchaser and the Seller
      Representative (the “Referee”).
      Notwithstanding anything contained herein to the contrary, the Referee shall
      have no current or prior (within three (3) years) business relationship with
      the
      Purchaser, the Seller, or with any Affiliate of Purchaser or Seller. In the
      event that the Purchaser and the Seller Representative are unable to mutually
      agree on the choice of the Referee, within ten (10) Business Days of receipt
      by
      the non-moving party of the written notice contemplated above, then the
      Purchaser and the Seller Representative shall submit to one another, in writing,
      the names of their respective nominated Referees and said nominated Referees
      shall select a third nationally recognized independent accounting firm to serve
      as the Referee contemplated herein. The Referee will promptly review only those
      items and amounts specifically set forth and objected to in the Dispute Notice
      and resolve the dispute with respect to each such specific item and amount
      in
      accordance with GAAP. In no event shall the decision of the Referee provide
      for
      a calculation that is (i) more favorable to the Purchaser than a calculation
      shown in the Closing Adjustment or (ii) more favorable to the Seller than (x)
      a
      calculation shown in the Seller Representative’s alternative calculation thereof
      shown in the Dispute Notice or (y) the calculation thereof that results from
      the
      suspected defect identified by the Seller Representative in the Dispute Notice.
      Each of the parties to this Agreement agrees to use its commercially reasonable
      efforts to cooperate with the Referee (including through the provision to the
      Referee of necessary documentation and, in the case of the Seller
      Representative, the names of all Persons whose statements are specified on
      the
      Dispute Notice as forming the basis for the Seller Representative’s disagreement
      with any item of a Closing Adjustment) and to cause the Referee to resolve
      any
      dispute no later than thirty (30) Business Days after selection of the Referee,
      and the decision of the Referee shall be final, conclusive and binding on the
      parties. The Referee shall allocate its costs and expenses equally between
      (i)
      the Purchaser and (ii) the Seller (which shall be allocated among the Persons
      making up the Seller in accordance with their equity ownership percentages
      in
      the Company immediately prior to the Closing).

     

    
      
        
        

      

      
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    ARTICLE
      II. 

    REPRESENTATIONS
      AND WARRANTIES OF THE SELLER

     

    The
      Company and the Persons constituting the Seller jointly and severally represent
      and warrant to the Purchaser that the statements contained in this Article
      II
      are true
      and correct, except as set forth in the Disclosure Schedule attached to this
      Agreement as Annex B (the “Disclosure
      Schedule”),
      which
      will be arranged to correspond to the numbered subsections contained in this
      Article
      II.

     

    Section
      2.1.   Organization
      and Units of the Company.
      

     

    (a)  The
      Company is a limited liability company, duly organized, validly existing and
      in
      good standing under the laws of the State of Wisconsin. The
      Company is duly qualified or authorized to do business as a foreign entity,
      and
      is current with respect to all filings required by the Wisconsin Department
      of
      Financial Institutions, under the laws of the State of Wisconsin. The Company
      has full power and authority to own, lease and operate its properties and to
      conduct the portion of the Business conducted by it.

     

    (b)  The
      Seller has delivered to the Purchaser true, correct and complete copies of
      the
      Company’s Charter Documents.

     

    (c)  As
      of the
      date hereof, the Company has one hundred (100) units of ownership issued and
      outstanding, all of which have been validly issued, are fully paid and
      non-assessable and were not issued in violation of any preemptive rights. There
      are no options, warrants, calls, subscriptions, conversion or other rights,
      agreements or commitments obligating the Company to issue any additional units
      of ownership or any other securities convertible into, exchangeable for or
      evidencing the right to subscribe for any units of ownership of the Company.The
      Seller owns the Units of record and beneficially, free and clear of any
      Encumbrance. Upon sale of the Units and delivery of certificates (or other
      transfer documents included in the Seller Documents) therefor to the Purchaser
      hereunder, the Purchaser will acquire the legal and beneficial interests in
      the
      Units, free and clear of any Encumbrance and subject to no legal or equitable
      restrictions of any kind.

     

    
      
        
        

      

      
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    Section
      2.2.   Enforceability.
      Each of
      the Company and the Seller has full power and authority to execute and deliver
      this Agreement and each of the other agreements, certificates and instruments
      to
      be executed in connection with or pursuant to this Agreement (collectively,
      and
      together with this Agreement, the “Seller
      Documents”),
      to
      perform its respective obligations under the Seller Documents and to consummate
      the transactions contemplated by the Seller Documents. The execution and
      delivery by the Seller of the Seller Documents, the performance by the Seller
      of
      its obligations under the Seller Documents and the consummation by the Seller
      of
      the transactions contemplated by the Seller Documents have been duly authorized
      by all necessary action on the part of Seller. This Agreement has been duly
      and
      validly executed and delivered by the Seller and constitutes the legal, valid
      and binding obligation of the Seller enforceable against the Seller in
      accordance with its terms. As of the Closing, the other Seller Documents will
      be
      duly and validly executed and delivered by the Seller that is a party thereto
      and, upon such execution and delivery, will constitute the legal, valid and
      binding obligations of the Seller enforceable against the Seller in accordance
      with their respective terms.

     

    Section
      2.3.   No
      Conflicts.
      The
      execution and delivery by the Seller of the Seller Documents, the performance
      by
      the Seller of its obligations under the Seller Documents and the consummation
      by
      the Seller of the transactions contemplated by the Seller Documents do not,
      and
      will not,

     

    (a)  violate
      any provision of Law or any Permit;

     

    (b)  violate
      any provision of the Charter Documents of the Company;

     

    (c)  require
      any consent, waiver, approval, registration, order, action or authorization
      of,
      declaration or filing with or notification to, any Governmental Authority or
      other Person (whether pursuant to a Contract or otherwise), other than a
      consent, waiver, approval, authorization, declaration, filing or notification
      that has been obtained or made prior to the execution and delivery by the Seller
      of this Agreement;

     

    (d)  violate,
      conflict with, constitute a default under or breach any term, condition or
      provision of any Seller Contract, Company Contract, or Order (whether with
      the
      passage of time, the giving of notice or otherwise);

     

    (e)  result
      in
      the termination of, give rise to a right of termination or cancellation of
      or
      accelerate the performance required pursuant to any Company Contract (whether
      with the passage of time, the giving of notice or otherwise); or

     

    (f)  result
      in
      the creation of any Encumbrance with respect to any of the Company’s
      assets.

     

    Section
      2.4.   Financial
      Statements.
      The
      Seller has previously provided to the Purchaser the unaudited consolidated
      balance sheets of the Company as of June 30, 2007,
      and
      the
      related unaudited statements of operations for the six (6)-month period then
      ended (the “Financial
      Statements”).
      The
      Financial Statements present fairly the financial position of the Company (or
      their respective predecessors) and the results of operations as of the dates
      and
      for the periods therein specified, and have been prepared in accordance with
      GAAP consistently applied throughout the periods involved, subject, in the
      case
      of interim Financial Statements to normal year-end adjustments in an amount
      and
      of a character not materially inconsistent with prior periods. The Financial
      Statements do not contain any items of a special or nonrecurring nature, except
      as expressly stated therein. The Financial Statements have been prepared from
      the books and records of the Company, which accurately and fairly reflect the
      consolidated financial condition and results of operations of the
      Company as
      of the
      respective dates thereof and for the periods indicated.

     

    
      
        
        

      

      
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    Section
      2.5.   Undisclosed
      Liabilities.
      The
      Company has no Liabilities other than (a) as set forth or reflected on the
      Balance Sheet and (b) current liabilities incurred in the Ordinary Course
      of Business since the Balance Sheet Date.

     

    Section
      2.6.   Absence
      of Certain Developments.
      Since
      the Balance Sheet Date, the Company has operated the Business in the Ordinary
      Course of Business, and the Company has incurred no Liabilities other than
      in
      the Ordinary Course of Business and there has not been:

     

    (a)  any
      Material Adverse Change, or the occurrence of any event that could reasonably
      be
      expected to result in a Material Adverse Change;

     

    (b)  any
      change, not disclosed in the Financial Statements, in the accounting methods,
      practices or principles or cash management practices of the
      Company;

     

    (c)  any
      revaluation by the Company of
      any of
      its assets, including without limitation the write-down or write-off of notes,
      accounts receivable or inventory, other than in the Ordinary Course of
      Business;

     

    (d)  any
      sale,
      assignment, transfer, distribution, mortgage or pledge of any of the properties
      or assets of Seller, except sales of inventory in the Ordinary Course of
      Business, or the placement of any Encumbrance on any of the properties or assets
      of the Company;

     

    (e)  any
      known
      failure to use commercially reasonable efforts to preserve the Business, to
      keep
      available to the Business the services of its key employees and to preserve
      for
      the Business the goodwill of its suppliers, franchisees, customers and others
      having business relations with it;

     

    (f)  any
      breach or default (or event that with notice or lapse of time would constitute
      a
      breach or default), acceleration, termination (or threatened termination),
      modification or cancellation of any Company Contract by any party (including
      the
      Company );

     

    (g)  except
      as
      set forth on Schedule 2.6(g), any Contract entered into by the Company that
      (i) is not terminable upon thirty (30) days or less notice or
      (ii) involves the payment or receipt by the Company of more than
      $25,000;

     

    (h)  any
      (i) increase in the compensation payable or to become payable by the
      Company to any of its employees, including without limitation any bonuses other
      than a three percent (3%) across the board raise given to all of the Company’s
      employees in 2007; (ii) adoption, amendment or increase in the coverage or
      benefits available under any Employee Benefit Plan or Benefit Arrangement or
      (iii) amendment or execution of any employment, deferred compensation,
      severance, consulting, non-competition, employee retention plan or similar
      agreement to which the Company is a party or involving an employee of the
      Company (other than employment terminable at will without penalty);

     

    
      
        
        

      

      
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    (i)  any
      termination of employment (whether voluntary or involuntary) of, or receipt
      or
      expectation of receipt of any resignation by, any key employee of the Business,
      or any termination of employment (whether voluntary of involuntary) of employees
      of the Business materially in excess of historical attrition in
      personnel;

     

    (j)  except
      as
      set forth on Schedule 2.6(j), any transaction between the Company and a Related
      Party;

     

    (k)  any
      cancellations or waivers of any claims or rights of the Company of material
      value;

     

    (l)  any
      execution of capital leases by the Company;

     

    (m)  any
      other
      transaction, agreement or commitment entered into or affecting the Business
      or
      the assets of the Company not made in the Ordinary Course of Business; or


     

    (n)  any
      agreement or understanding to do, or resulting in, any of the
      foregoing.

     

    Section
      2.7.   Assets.

     

    (a)  Except
      as
      set forth on Schedule 2.7(a), the Company has good and marketable title to
      all
      of the assets and properties used by the Company in the conduct of the Business
      and necessary to conduct the Business as presently conducted, free and clear
      of
      all Encumbrances.

     

    (b)  No
      part
      of the Business and no asset, right or interest related to or employed in or
      reasonably necessary for the conduct of the Business is owned or held by any
      Person other than the Company.

     

    (c)  To
      the
      best of Seller’s knowledge, the assets of the Company are
      in
      good condition and repair, ordinary wear and tear excepted, and (where
      applicable) are in good working order and have been properly and regularly
      maintained.

     

    (d)  The
      Seller does not own, or have any interests in or rights with respect to, any
      real property other than the real property listed on Schedule 2.7(d) (the
“Leased
      Properties”).
      With
      respect to the Leased Properties:

     

    (i)  There
      are
      presently no pending or threatened condemnation actions or special assessments
      of any nature on the Leased Properties or any part thereof, the Seller has
      received no notice of any condemnation actions or special assessments being
      contemplated, and Seller does not have any knowledge of any being contemplated.
      The Company has received no request, written or otherwise, from any Governmental
      Authority with regard to dedication of the Leased Properties or any part
      thereof;

     

    (ii)  The
      Company has received no notice of, and has no other knowledge or information
      of,
      any pending or contemplated change in any regulation or private restriction
      applicable to the Leased Properties or any part thereof, of any pending or
      threatened judicial or administrative action by adjacent landowners or other
      Persons or of any natural or artificial condition adversely affecting the Leased
      Properties or any part thereof. 

     

    
      
        
        

      

      
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    (iii)  Seller
      has not been served with notice of any pending Legal Proceeding against or
      relating to any portion of the Leased Properties and, to the best of Seller’s
      knowledge, there is no Legal Proceeding threatened against or relating to any
      portion of the Leased Properties;

     

    (iv)  Except
      as
      set forth on Schedule 2.7(d)(iv), there are no attachments, executions or
      assignments for the benefit of creditors or voluntary or involuntary proceedings
      in bankruptcy or under any other debtor relief Laws contemplated by a pending
      or
      threatened action or suit against the Seller or the Leased
      Properties;

     

    (v)  No
      Person
      has, or at the Closing Date shall have, any right or option to acquire all
      or
      any portion of the Leased Properties; and

     

    (vi)  No
      portion of the Leased Properties shall be subject at the Closing Date to any
      agreement (written or oral), except the applicable lease.

     

    Section
      2.8.   Contracts.

     

    (a)  Schedule
      2.8(a)
      contains
      a correct and complete list of each Company Contract, including without
      limitation each Company Contract of the following types:

     

    (i)  Leases
      of
      real property;

     

    (ii)  Leases
      of
      personal property, whether capital leases, operating leases or conditional
      sales
      agreements;

     

    (iii)  Contracts
      for employment or consulting services and Contracts relating to the termination
      of severance of employment or consulting services (including any Contract in
      which Seller is the beneficiary of a non-competition or similar covenant or
      agreement);

     

    (iv)  Contracts
      for the provision of services and/or the sale of goods;

     

    (v)  Licenses
      and other Contracts relating to Intellectual Property; and

     

    (b) Each
      Company Contract is a valid and binding agreement of the Company and the other
      party to such agreement, is in full force and effect and enforceable against
      each party thereto in accordance with its terms. There has been no breach or
      default by any party (or event that with the passage of time, the giving of
      notice or both would constitute a breach or default) under any Company Contract.
      The Company has performed all of the obligations required to be performed by
      it
      under each Company Contract and is not in receipt of any notice of termination
      or written claim of default under any such Company Contract. No party to any
      Company Contract has threatened to, or notified the Company or the Seller of
      any
      intention to, terminate or materially alter its relationship with the Business
      as a result of this Agreement or the consummation of the transactions
      contemplated hereby. To the Seller’s knowledge, no party to a Company Contract
      intends to alter its relationship with the Company as a result of or in
      connection with the transactions contemplated by this Agreement. The Seller
      has
      previously provided to the Purchaser a true and correct copy of the written
      Company Contracts set forth on Schedule 2.8(b), together with all amendments,
      waivers or other changes thereto.

     

    
      
        
        

      

      
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    (c) The
      Company is not a party to, and no asset or property of the Company is bound
      by,
      any of the following types of Contracts:

     

    (i)  Contracts
      (including mortgages) pursuant to which any assets or properties of Seller
      are
      subject to any Encumbrance;

     

    (ii)  Contracts
      pursuant to which the Company is obligated to provide indemnification to any
      Third Party, except for such Contracts entered into in the Ordinary Course
      of
      Business;

     

    (iii)  Contracts
      (including consent decrees) that impose (or could by their terms impose) any
      material restrictions on the Company with respect to its geographical area
      of
      operations or scope or type of business;

     

    (iv)  Contracts
      between the Company, on the one hand, and any Related Party, on the other hand
      (other than Contracts for employment or consulting services listed on
Schedule
      2.8(a));
      and

     

    (v)  Contracts
      not entered into in the Ordinary Course of Business.

     

    Section
      2.9.   Accounts
      Receivable.
      All
      accounts receivable of the Company are reflected in the Balance Sheet or arose
      in the Ordinary Course of Business since the Balance Sheet Date. All of such
      accounts receivable (net of any allowance for doubtful accounts reflected in
      the
      Balance Sheet) are fully collectible in the Ordinary Course of Business and
      without recourse to any legal proceeding.

     

    Section
      2.10.   Intellectual
      Property.

     

    (a)  Extent
      of and Title to Intellectual Property.
      All of
      the Intellectual Property that is or has been used, held for use or is
      reasonably necessary for use in the Business shall be referred to herein as
      the
“Business
      Intellectual Property”.
      The
      Company possesses and either owns, is licensed under or has the valid right
      to
      use all of the Business Intellectual Property. The Business Intellectual
      Property owned by the Company (the “Owned
      Intellectual Property”)
      is not
      subject to any outstanding option, license or agreement of any kind, and is
      owned free and clear of all Encumbrances. All Business Intellectual Property
      licensed to the Company (the “Licensed
      Intellectual Property”)
      has
      been licensed pursuant to agreements (the “Licenses”)
      that
      are set forth on Schedule
      2.8(a).
      All
      Business Intellectual Property that is neither Owned Intellectual Property
      nor
      Licensed Intellectual Property is in the public domain. Not later than 5 days
      prior to the Closing, Company shall deliver to Purchaser a written list of
      all
      Business Intellectual Property (which is not in the public domain) including
      but
      not limited to software, and the design, circuit board plot files, gerber files,
      schematics and mask works related to integrated circuit boards manufactured
      by
      third parties for the benefit of Company.

     

    (b)  Registered
      Intellectual Property.
      Schedule
      2.10(b)
      sets
      forth a correct and complete list of all of the following Business Intellectual
      Property as of the date of this Agreement, and indicates whether it is Owned
      Intellectual Property or Licensed Intellectual Property: (a) trademark and
      service mark registrations and pending applications for registration;
      (b) patents and pending patent applications; (c) copyright
      registrations and pending applications for registration and (d) tradenames.
      All of the Business Intellectual Property issued by, registered with, or filed
      with a U.S. or foreign patent, trademark or copyright office has been duly
      issued by, registered with or duly filed in such office, as the case may be,
      and
      has been properly processed, maintained and renewed in accordance with all
      applicable provisions of applicable law in the applicable country.

     

    
      
        
        

      

      
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    (c)  No
      Restrictions on Transfer.
      No
      Business Intellectual Property is subject to any outstanding Order, Contract
      or
      other Liability restricting in any manner the use thereof by the
      Company.

     

    (d)  No
      Infringement by Third Parties.
      To the
      best of Seller’s knowledge, there is no unauthorized use, infringement or
      misappropriation of any Business Intellectual Property by any Person, including
      without limitation any current or former director, officer, employee, consultant
      or other agent of the Company.

     

    (e)  No
      Infringement by the Company.
      No
      Person has asserted, or threatened to assert, any Claim with respect to the
      Business Intellectual Property, including any Claim of ownership of or
      infringement by the Business Intellectual Property. There is no reasonable
      basis
      for any bona fide Claim (i) to the effect that the Business as presently
      conducted infringes, violates or misappropriates any Intellectual Property
      of
      any other Person; or (ii) challenging the ownership, validity,
      enforceability or effectiveness of any of the Business Intellectual Property
      or
      any License.

     

    (f)  Safeguards
      Taken.
      The
      Company has not taken, or failed to take, any action that would preclude or
      hinder the protection or enforcement of the Business Intellectual
      Property.

     

    (g)  No
      Competitive Intellectual Property.
      No
      director, officer, employee, consultant or other agent of the Company owns
      any
      rights in Intellectual Property that are directly or indirectly competitive
      with
      those owned or to be used by the Business or derived from or in connection
      with
      the conduct of the Business.

     

    Section
      2.11.   Insurance.
      All of
      the material properties of the Company are insured for the benefit of the
      Company, and will be so insured through the Closing Date, in amounts and against
      risks customary in similar businesses for similar properties.

     

    Section
      2.12.   Employees.

     

    (a)  Schedule
      2.12(a)
      lists
      the name and address of each officer and employee of the Company and each
      consultant to the Company not terminable at will. Schedule
      2.12(a)
      also
      sets forth, for each such Person, their date of employment, current job title
      or
      relationship to the Company, the aggregate annual cash compensation paid to
      such
      person by the Company, a description of all bonus or benefit plans applicable
      to
      such person and the date and amount of their last increase in
      compensation.

     

    (b)  Except
      as
      set forth on Schedule 2.12(b), the Company is not a party to any labor, union
      or
      collective bargaining agreement and there are no labor, union or collective
      bargaining agreements that pertain to any employee of the Company. There is
      no
      organizing activity (including any demand for recognition or certification
      proceeding pending with the National Labor Relations Board) involving any
      employees of the Company by any labor organization or group of employees
      presently pending or threatened. No strike, work stoppage, lockout, labor
      grievance or other labor dispute is presently pending or threatened against
      the
      Company, and no such strike, work stoppage, lockout, labor grievance or other
      labor dispute has occurred since May 17, 2004.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (c)  Except
      as
      set forth on Schedule 2.12(b), the Company does not have any oral or written
      agreements or understandings to provide their employees pay raises, bonuses,
      stock options or other compensation benefits.

     

    (d)  The
      Company does not have any employment agreements with their
      employees.

     

    Section
      2.13.   Employee
      Benefits.

     

    (a)  Schedule
      2.13(a)
      sets
      forth all material, written “employee benefit plans,” as defined in Section 3(3)
      of ERISA, maintained by the Company or to which the Company contributed or
      is
      obligated to contribute for current or former employees (the “Employee
      Benefit Plans”).
      Schedule
      2.13(a)
      lists
      each Company Contract providing for employment or severance, each plan or
      arrangement providing for insurance coverage, severance, termination or similar
      coverage and all written compensation policies and practices maintained by
      the
      Seller covering any employee or former employee that is not an Employee Benefit
      Plan (a “Benefit
      Arrangement”).

     

    (b)  True,
      correct and complete copies of the following documents, with respect to each
      Employee Benefit Plan, have been made available or delivered to the Purchaser
      by
      the Seller: (i) any plans and related trust documents, and amendments thereto;
      (ii) the most recent Form 5500; (iii) the last Internal Revenue Service
      determination letter, if applicable; (iv) summary plan descriptions and (v)
      the last actuarial valuation if the plan is a “defined benefit plan,” as defined
      in Section 3(35) of ERISA.

     

    (c)  The
      Employee Benefit Plans intended to qualify under Section 401 of the Code and
      the
      trusts maintained pursuant thereto are exempt from federal income taxation
      under
      Section 501 of the Code, and nothing has occurred with respect to the operation
      of the Employee Benefit Plans that could cause the loss of such qualification
      or
      exemption or the imposition of any liability, penalty or tax under ERISA or
      the
      Code.

     

    (d)  The
      Employee Benefit Plans have been operated and maintained in accordance with
      their terms and with all provisions of the Code, ERISA (including the rules
      and
      regulations thereunder) and other Laws.

     

    (e)  Each
      Employee Benefit Plan and Benefit Arrangement could be terminated as of the
      Closing Date with no liability to the Company, the Business or the
      Purchaser.

     

    (f)  No
      Employee Benefit Plan is a multiemployer plan, as defined in Section 3(37)
      of
      ERISA (a “Multiemployer
      Plan”).

     

    (g)  The
      Company does not maintain and has no obligation to contribute to (or any other
      liability with respect to) any funded or unfunded Employee Benefit Plan that
      provides post-retirement health, accident or life insurance benefits to current
      or former employees, current or former independent contractors, current or
      future retirees, their spouses, dependents or beneficiaries, other than limited
      health benefits required to be provided to former employees, their spouses
      and
      other dependents under Code Section 4980B.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (h)  As
      of the
      Closing Date, none of the employee pension plans (as defined in Section 3(2)
      of
      ERISA) of the Company (“Employee
      Pension Plans”)
      have
      incurred any “accumulated funding deficiency” as such term is defined in Section
      302 of ERISA or Section 412 of the Code, whether or not waived, and no
      proceeding by the PBGC to terminate any such Employee Pension Plan has been
      instituted or threatened. The Company has not incurred any liability to the
      PBGC, the Internal Revenue Service, the Department of Labor, any other
      governmental agency, any Multiemployer Plan or any Person with respect to any
      Employee Benefit Plan currently or previously maintained by members of the
      “controlled group of companies,” as such term is defined in Section 414 of the
      Code, that includes the Company that has not been satisfied in full, and no
      condition exists that presents a material risk to Seller of incurring such
      a
      liability, other than liability for premiums due the PBGC.

     

    Section
      2.14.   Compliance
      with Law.
      Company
      (a) is, and at all times has been, in compliance with all regulations with
      respect to the Business, and (b) has otherwise complied with, in all
      material respects, all other applicable Laws relating to the conduct of the
      Business, including without limitation all applicable Laws relating to
      occupational health and safety, product quality and safety and employment and
      labor matters.

     

    Section
      2.15.   Permits.
      To the
      best of Seller’s knowledge, Company has all Permits necessary for the conduct of
      the Business as currently conducted. To the best of Seller’s knowledge, all such
      Permits are in full force and effect and, to the best of Seller’s knowledge, the
      Company is in compliance with the requirements of all such Permits. Each such
      Permit is described in Schedule
      2.15.
      No loss
      or expiration of any Permit is pending, threatened or reasonably foreseeable,
      other than expiration of Permits that may be renewed in the Ordinary Course
      of
      Business without lapsing.

     

    Section
      2.16.   Environmental
      Matters.

     

    (a)  Legal
      Compliance.
      To the
      best of Seller’s knowledge, the Business is now and has always been conducted in
      compliance with all Environmental Laws. The Company has never generated,
      produced, used, stored, transported, processed, released or disposed of any
      Hazardous Materials, in any quantity, except, to the best of Seller’s knowledge,
      in compliance with all Environmental Laws.

     

    (b)  Absence
      of Certain Hazardous Materials.
      To the
      best of Seller’s knowledge, none of the real property owned, leased or used in
      the Business contains any Hazardous Materials in amounts exceeding the levels
      permitted by Environmental Laws. There is no asbestos present in any of the
      assets of the Company or in any of the real property owned, leased or used
      in
      the Business by the Company, and no asbestos has been removed from any of the
      Company’s assets or any such real property.

     

    (c)  No
      Claims or Proceedings.
      The
      Company is not subject to any pending Claim or Legal Proceeding investigating,
      asserting or alleging the violation of any Environmental Law. Neither the
      Company, nor any of its properties and assets, are subject to any Liability
      relating to any Claim or Legal Proceeding, any settlement thereof or any Order
      asserted, arising under or relating to any Environmental Law. To the best of
      Seller’s knowledge, there are no environmental conditions regarding the Business
      or the assets of the Company that could reasonably be anticipated to (i) form
      the basis of any Claim against the Business, the Company’s assets or Company, or
      (ii) cause the Business or the Company’s assets to be subject to any restriction
      on ownership, occupancy, use or transfer under any Environmental
      Law.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (d)  No
      Notices or Threats of Liability.
      The
      Company has not received any notice, demand letter or request for information
      from any Governmental Authority or other Person indicating, asserting or
      alleging that Company is, may be, has or may have violated any Environmental
      Law, may be liable under any Environmental Law or may be a potentially
      responsible party at any Superfund site. No Governmental Authority or other
      Person has threatened to initiate any Claim, Legal Proceeding or investigation
      relating to the violation or possible violation of any Environmental Law by
      the
      Company.

     

    (e)  Environmental
      Reports.
      No
      reports have been filed, or are required to be filed, by the Company relating
      to
      the Business or any of its properties or assets, concerning the release of
      any
      Hazardous Material or the threatened or actual violation of any Environmental
      Law. All environmental investigations, studies, audits, tests, reviews and
      other
      analyses regarding compliance or noncompliance with any Environmental Law by
      the
      Company, the Business or the real property owned, leased or used in the Business
      by the Company have been delivered to the Purchaser prior to the date
      hereof.

     

    Section
      2.17.   Legal
      Proceedings.
      There
      are no Legal Proceedings pending or threatened that question the validity of
      this Agreement or any action taken or to be taken by the Seller or the Company
      in connection with the consummation of the transactions contemplated by this
      Agreement. Schedule
      2.17
      sets
      forth a true and correct list of all Legal Proceedings pending or, as of the
      date of this Agreement, threatened against Seller, the Company, the Business
      or
      any of the Company’s assets, whether at law or in equity. None of the Seller,
      the Company, the Business and the Company’s assets are subject to or bound by
      any Order currently in effect.

     

    Section
      2.18.   Taxes.

     

    (a)  The
      Company has (i) duly and timely filed (or there has been filed on its behalf)
      with the appropriate taxing authorities all Tax Returns required to be filed
      by
      it; (ii) timely paid (or there has been paid on its behalf) all Taxes due
      or claimed to be due from it by any taxing authority; (iii) timely and fully
      paid, to all relevant taxing authorities, all estimated payments of Taxes of
      the
      Company, including but not limited to all quarterly estimated payments of Taxes.
      There are no liens for Taxes upon the assets or properties of Seller except
      for
      statutory liens for current Taxes not yet due.

     

    (b)  All
      Tax
      Returns previously prepared are, correct and complete in all material respects.
      

     

    (c)  Company
      has complied in all material respects with all applicable laws, rules and
      regulations relating to the payment and withholding of Taxes (including, without
      limitation, withholding of Taxes pursuant to Sections 1441 and 1442 of the
      Code
      or similar provisions under any foreign laws) and have, within the time and
      manner prescribed by law, withheld and paid over to the proper Governmental
      Authorities all amounts required to be withheld and paid over under all
      applicable laws.

     

    (d)  No
      federal, state, local or foreign audits or other administrative proceedings
      or
      court proceedings (“Audits”)
      exist
      or have been initiated with regard to any Taxes or Tax Returns of the Company,
      and the Company has not received any notice that such an Audit is pending or
      threatened with respect to any the Company due from or with respect to the
      Company or any Tax Return filed by or with respect to Seller.

     

    
      
        
        

      

      
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    Section
      2.19.   Related
      Party Transactions.
      There
      are no intercompany receivables or payables between the Company, on the one
      hand, and any Related Party, on the other hand, except as reflected in the
      Financial Statements.

     

    Section
      2.20.   Assumed
      Names.
      Schedule
      2.20
      sets
      forth a list of all assumed names under which the Company operates any portion
      of the Business and all jurisdictions in which any of the assumed names are
      registered.

     

    Section
      2.21.   Subsidiaries
      and Investments.
      Except
      as set forth on Schedule 2.21, the Company does not own, directly or indirectly,
      any stock, partnership interest or joint venture interest in, or any security
      or
      debt or equity interest issued by, any Person, or any option or right to acquire
      any of the foregoing.

     

    Section
      2.22.   Brokers’
      Fees.
      Neither
      the Seller nor the Company has any liability or obligation to pay any fees
      or
      commissions to any broker, finder or agent with respect to the transactions
      contemplated by this Agreement other than fees payable to Joseph L. Valentine
      of
      Bidco Acquisitions & Divestitures as to which the Seller is solely
      responsible.

     

    ARTICLE
      III. 

    REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASER

     

    The
      Purchaser hereby represents and warrants to the Seller that:

     

    Section
      3.1.   Organization.
      The
      Purchaser is a corporation, duly organized, validly existing and in good
      standing under the laws of the State of Delaware. The Purchaser is duly
      qualified or authorized to do business as a foreign corporation, and is in
      good
      standing, under the laws of each other jurisdiction where the failure to be
      so
      qualified would have a Material Adverse Effect on the Purchaser. The Purchaser
      has full corporate power and authority to own, lease and operate its properties
      and to conduct its business as presently conducted.

     

    Section
      3.2.   Enforceability.
      The
      Purchaser has full corporate power and authority to execute and deliver this
      Agreement and each of the other agreements, certificates and instruments to
      be
      executed by the Purchaser in connection with or pursuant to this Agreement
      (collectively, and together with this Agreement, the “Purchaser
      Documents”),
      to
      perform its obligations under the Purchaser Documents and to consummate the
      transactions contemplated by this Agreement. The execution and delivery by
      the
      Purchaser of the Purchaser Documents, the performance by the Purchaser of its
      obligations under the Purchaser Documents and the consummation by the Purchaser
      of the transactions contemplated by the Purchaser Documents have been duly
      authorized by all necessary corporate action. This Agreement has been duly
      and
      validly executed and delivered by the Purchaser and constitutes the legal,
      valid
      and binding obligation of the Purchaser enforceable against the Purchaser in
      accordance with its terms. As of the Closing, the other Purchaser Documents
      will
      be duly and validly executed and delivered by the Purchaser and, upon such
      execution and delivery, will constitute the legal, valid and binding obligations
      of the Purchaser enforceable against the Purchaser in accordance with their
      respective terms.

     

    Section
      3.3.   No
      Conflicts.
      The
      execution and delivery by the Purchaser of the Purchaser Documents, the
      performance by the Purchaser of its obligations under the Purchaser Documents
      and the consummation by the Purchaser of the transactions contemplated by the
      Purchaser Documents do not, and will not, (a) violate any provision of Law,
      (b)
      violate any provision of the Charter Documents of the Purchaser or (c) require
      any consent, waiver, approval or authorization of, declaration or filing with
      or
      notification to any Governmental Authority or other Person (whether pursuant
      to
      a Contract or otherwise), other than a consent, waiver, approval, authorization,
      declaration, filing or notification that has been obtained or made prior to
      the
      execution and delivery by the Purchaser of this Agreement.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Section
      3.4.   Legal
      Proceedings.
      There
      are no Legal Proceedings pending or threatened that question the validity of
      this Agreement or any action taken or to be taken by the Purchaser in connection
      with the consummation of the transactions contemplated by this
      Agreement.

     

    Section
      3.5.   Financial
      Information.
      The
      Purchaser has caused to be delivered to the Seller, the consolidated balance
      sheet of Argyle Security, Inc. (“Argyle”), as of July 31, 2007, prepared by the
      accounting firm of Ernst & Young, LLP (the “Argyle Balance Sheet”). The
      Argyle Balance Sheet represents fairly the financial position of Argyle, and
      its
      indicated Affiliates, and the results of their operations as of the dates and
      for the periods therein specified, and have been prepared in accordance with
      GAAP consistently applied throughout the periods involved. The Argyle Balance
      Sheet does not contain any items of a special or nonrecurring nature, except
      as
      expressly stated therein. The Argyle Balance Sheet has been prepared from the
      books and records of the entities referenced therein, which accurately and
      fairly reflect the consolidated financial condition and results of the
      operations of Argyle and its indicated Affiliates, as of the respective dates
      thereof and for the periods indicated.

     

    Section
      3.6.   Undisclosed
      Liabilities.
      To the
      best of Seller’s knowledge, Argyle and its indicated Affiliates have no
      Liabilities other than (a) as set forth or reflected on the Argyle Balance
      Sheet and (b) current liabilities incurred in the Ordinary Course of
      Business since the Argyle Balance Sheet Date.

     

    Section
      3.7.   Absence
      of Certain Developments.
      Since
      the end of the period covered by the Argyle Balance Sheet Date, Argyle and
      its
      indicated Affiliates have operated their business in the Ordinary Course of
      Business, and to the best of Purchaser’s knowledge, they have incurred no
      Liabilities other than in the Ordinary Course of Business and there has not
      been:

     

    (a)  any
      Material Adverse Change, or to the best of Purchaser’s knowledge, the occurrence
      of any event that could reasonably be expected to result in a Material Adverse
      Change;

     

    (b)  any
      change, not disclosed in the Argyle Balance Sheet, in the accounting methods,
      practices or principles or cash management practices of the
      Company;

     

    (c)  any
      revaluation by Argyle and its indicated Affiliates of any of their assets,
      including without limitation the write-down or write-off of notes, accounts
      receivable or inventory, other than in the Ordinary Course of
      Business;

     

    (d)  any
      sale,
      assignment, transfer, distribution, mortgage or pledge of any of the properties
      or assets of Argyle and its indicated Affiliates, except sales of inventory
      in
      the Ordinary Course of Business, or the placement of any Encumbrance on any
      of
      the properties or assets of Argyle and its indicated Affiliates;

     

    (e)  any
      other
      transaction, agreement or commitment entered into or affecting the business
      of
      Argyle and its indicated Affiliates or the assets of Argyle and its indicated
      Affiliates not made in the Ordinary Course of their business; or 

     

    (f)  any
      agreement or understanding to do, or resulting in, any of the
      foregoing.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV.

    COVENANTS

     

    Section
      4.1.   Conduct
      of the Business Pending the Closing.
      Except
      as otherwise expressly contemplated by this Agreement or with the prior written
      consent of the Purchaser, from the date hereof until the Closing Date, the
      Seller will (and will cause the Company to):

     

    (a)  operate
      the Business in the Ordinary Course of Business to the best of their ability
      and
      not engage in any transaction outside of the Ordinary Course of
      Business;

     

    (b)  provide
      the Purchaser with unaudited consolidated balance sheets of the Seller and
      its
      subsidiaries as of the last day of each month between the Effective Date and
      the
      Closing, and the related unaudited statements of operations, cash flows and
      members’ equity for the year-to-date period then ended, no later than thirty
      (30) days after the end of each such month;

     

    (c)  use
      commercially reasonable efforts to preserve the Business, to keep available
      the
      services of key employees and to preserve for the Business the goodwill of
      its
      suppliers, franchisees, customers and others having business relations with
      the
      Company;

     

    (d)  maintain
      proper and adequate staffing levels in accordance with Law and historical
      methods of operation;

     

    (e)  maintain
      product prices;

     

    (f)  maintain
      the books and records of the Company in the usual, regular and ordinary
      manner;

     

    (g)  maintain
      in full force and effect all Permits and not sell, transfer, license or
      otherwise dispose of any material rights or interests under any
      Permits;

     

    (h)  operate
      the Business in compliance with all applicable Permits and all applicable Laws,
      including all local licensing requirements and local health and fire
      regulations;

     

    (i)  keep
      all
      of the Company’s assets of insurable character insured in accordance with
      industry custom and consistent with past practice;

     

    (j)  consult
      with the Purchaser regarding all material developments, transactions and
      proposals relating to the Business or the Company;

     

    (k)  promptly
      notify the Purchaser of (i) any Material Adverse Change, (ii) any
      physical inventory discrepancy in excess of $10,000 relating to the Business,
      (iii) any theft, condemnation or eminent domain proceeding or material
      damage, destruction or casualty loss affecting any asset or property of the
      Company, whether or not covered by insurance, (iv) any breach or default
      (or event that with notice or lapse of time would constitute a breach or
      default), acceleration, termination (or threatened termination), modification
      or
      cancellation of any Company Contract by any party (including by the Company),
      (v) the termination of employment (whether voluntary or involuntary) of any
      officer or key employee of the Business or the termination of employment
      (whether voluntary of involuntary) of employees of the Business materially
      in
      excess of historical attrition in personnel, (vi) any Legal Proceeding
      commenced by or against the Company and (vii) any Legal Proceeding
      commenced, or threatened against, the Company or the Seller relating to the
      transactions contemplated by this Agreement;

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (l)  not
      enter
      into any Company Contract that (i) is not terminable upon thirty (30) days
      or less notice or (ii) involves the payment or receipt by the Company of
      more than $25,000;

     

    (m)  not
      enter
      into, modify or terminate (other than by reason of the expiration thereof)
      any
      labor or collective bargaining agreement or, through negotiation or otherwise,
      make any commitment or incur any Liability to any labor organization with
      respect to the Company;

     

    (n)  not
      incur
      or become subject to, or agree to incur or become subject to, any Liability
      of
      the Company except (i) normal trade or business obligations (including
      Company Contracts) incurred in the Ordinary Course of Business and
      (ii) obligations under Company Contracts in effect on the date
      hereof;

     

    (o)  not,
      without fair consideration, cancel or compromise any material Liability or
      Claim
      of the Company or waive or release any material right related to the Business
      or
      the Company’s assets;

     

    (p)  not
      breach or default (or take any action that with notice or lapse of time would
      constitute a breach or default), accelerate, terminate (or threaten
      termination), cancel or amend any Company Contract;

     

    (q)  not
      change accounting principles or methods or cash management practices (including
      the collection of receivables, payment of payables, maintenance of inventory
      control and pricing and credit practices) of the Company, except as required
      by
Section
      4.1(r),
      by law
      or as a result of any mandatory change in accounting standards;

     

    (r)  expense
      (and not capitalize) all purchases of equipment, supplies and fixtures (except
      where the size of the purchase requires it to be capitalized pursuant to GAAP
      and notice of such treatment is provided to the Purchaser prior to such
      purchase) of the Company;

     

    (s)  not
      make
      any Tax election or settle or compromise any Tax liability with respect to
      the
      Company;

     

    (t)  not
      make
      any loans, advances or capital contributions from the Company to, or investments
      by the Company in, any other Person;

     

    (u)  not
      engage in any transactions between the Company and any Related
      Party;

     

    (v)  not
      increase the aggregate compensation payable or to become payable to any person,
      including employees, consultants and members of the Company, inconsistent with
      the past practices of the Company;

     

    (w)  not
      pay
      any dividends, bonuses or other cash or property to any person, including
      employees, consultants and members of the Company, inconsistent with the past
      practices of the Company;

     

    (x)  not
      (i)
      increase the coverage or benefits available under (or create any new or
      otherwise amend) any Employee Benefit Plan or Benefit Arrangement or (ii) enter
      into any employment, deferred compensation, severance, consulting,
      non-competition, employee retention plan or similar agreement (or amend any
      such
      existing plan or agreement) involving a director, officer or employee of the
      Company in the capacity of director, officer or employee of the Company (other
      than employment terminable at will without penalty or as required to satisfy
      the
      condition set forth in Section
      5.7);

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (y)  not
      terminate the employment of any officer or key employee of the Business or
      terminate the employment of employees of the Business materially in excess
      of
      historical attrition in personnel;

     

    (z)  not
      subject any of the Company’s assets to any Encumbrance;

     

    (aa)  not
      make
      any payment or transfer of assets (including without limitation any repayment
      of
      indebtedness) of the Company to or for the benefit of any Related Party, other
      than compensation and expense reimbursements paid in the Ordinary Course of
      Business;

     

    (bb)  not
      transfer, issue, sell or dispose of shares of capital stock, units of ownership
      or other securities of the Company or grant options, warrants, calls or other
      rights to purchase or otherwise acquire such capital stock or other
      securities;

     

    (cc)  not
      consolidate with, or merge with or into, any Person;

     

    (dd)  not
      acquire (except for purchases of inventory in the Ordinary Course of Business)
      any Company assets and not sell, assign, transfer, convey, lease or otherwise
      dispose of any of the Company’s assets, whether or not reflected in the
      Financial Statements (except for sales of inventory for fair consideration
      in
      the Ordinary Course of Business);

     

    (ee)  not
      take
      any action that would cause any representation or warranty set forth in
Article
      II
      to be
      untrue and incorrect as of the date when made or (except in the case of
      representations and warranties made as of a specific date) as of any future
      date; and

     

    (ff)  not
      agree
      to (i) do anything prohibited by this Section
      4.1
      or (ii)
      refrain from doing anything required by this Section
      4.1.

     

    Section
      4.2.   Acquisition
      Proposals.
      The
      Seller will not (and will not permit the Company or any of their respective
      Related Parties, agents or representatives to), directly or indirectly,
      initiate, solicit or encourage any third party to make, or facilitate (including
      by the provision of information regarding the Seller or the Business),
      entertain, discuss or negotiate, or endorse, accept or enter into any agreement
      with respect to, any proposal for an Acquisition. The Seller will promptly
      notify the Purchaser of all relevant terms of any inquiry or proposal received
      by them or any Related Party, or any of their agents or representatives relating
      to an Acquisition and, if such inquiry or proposal is in writing, the Seller
      will promptly deliver a copy of such inquiry or proposal to the
      Purchaser.

     

    Section
      4.3.   Cooperation
      to Effect Closing.

     

    (a)  Affirmative
      Covenant.
      The
      Seller and the Purchaser will each cooperate and use its respective commercially
      reasonable efforts to fulfill the conditions precedent to the obligations of
      the
      other parties to effect the transactions contemplated by this Agreement,
      including without limitation securing as promptly as practicable all consents,
      approvals, waivers and authorizations required in connection with the
      transactions contemplated by this Agreement and necessary to assign to the
      Purchaser all of the Units or any claim, right or benefit arising thereunder
      or
      resulting therefrom. Each party will promptly notify the others upon its
      discovery or determination that any consent from a Governmental Authority is
      required for the consummation of the transactions contemplated by this
      Agreement. The Seller will provide monthly financial statements to the Purchaser
      as soon as reasonably practicable after the end of each calendar month following
      the Effective Date (“Monthly
      Financial Statements”).
      Such
      Monthly Financial Statements shall meet the same standards as those applicable
      to the Financial Statements, as set forth in Section
      2.4
      hereof.


     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (b)  Negative
      Covenant.
      The
      Seller and the Purchaser each agree not to take any action that would cause
      the
      conditions precedent to the obligations of the other parties to effect the
      transactions contemplated by this Agreement not to be fulfilled, including
      without limitation by taking or causing to be taken any action that would cause
      the representations and warranties set forth in this Agreement not to be true
      and correct as of the Closing.

     

    Section
      4.4.   Access
      to Information.
      Prior
      to the Closing Date, the Purchaser will be entitled, through its authorized
      officers, employees and representatives (including, without limitation, its
      legal counsel, accountants, investment bankers and other representatives)
      (collectively, the “Purchaser
      Representatives”),
      to
      (a) have reasonable access to the Company’s directors, officers, employees,
      agents, assets and properties and all relevant books, records and documents
      of
      or relating to the Company or the Business, (b) such information, financial
      records and other documents relating to the Company and the Business as any
      Purchaser Representative may request, (c) make extracts and copies of any
      such books, records, documents and information and (d) have reasonable
      access to the Company’s accountants, auditors, customers and suppliers for
      consultation or verification of any information. The Purchaser’s investigation
      and examination will be conducted during regular business hours, under
      reasonable circumstances and upon reasonable prior notice to the Seller.


     

    Section
      4.5.   Confidentiality.
      From
      and after the Closing, the Seller will, and will cause their Related Parties
      over whom they have control, and agents and representatives to:
      (a) maintain the confidentiality of the Business Information (as defined
      below), using procedures no less rigorous than those used to protect and
      preserve the confidentiality of their own proprietary information and
      (b) not, directly or indirectly, (i) transfer or disclose any Business
      Information to any Third Party; (ii) use any Business Information; or
      (iii) take any other action with respect to the Business Information that
      is inconsistent with the confidential and proprietary nature thereof.
“Business
      Information”
means
      all information and materials relating to the Company or the Business, whether
      in oral, written, graphic or machine-readable form, that is proprietary in
      nature, including without limitation all specifications, user, operations or
      systems manuals, diagrams, graphs, models, sketches, technical data, research,
      business or financial information, plans, strategies, forecasts, forecast
      assumptions, business practices, marketing information and material, customer
      names, proprietary ideas, concepts, know-how, methodologies and all other
      information related to the Company or the Business; provided,
      however,
      that
“Business
      Information”
will
      not include any of the foregoing that is then in the public domain.

     

    Section
      4.6.   Public
      Announcements.
      None of
      the Seller, the Purchaser or their respective agents and representatives will
      issue any press release or public announcement concerning this Agreement or
      the
      transactions contemplated by this Agreement without obtaining the prior written
      approval of the other parties to this Agreement, unless otherwise required
      by
      Law, including any public disclosure which counsel advises should be made in
      order to comply with Law. Prior to making any such public disclosure, the
      disclosing parties will give the other parties a copy of the proposed
      disclosure, the reasons such disclosure is required by Law, the time and place
      the disclosure will be made and reasonable opportunity to comment on the same.
      Notwithstanding the foregoing, the Seller hereby acknowledges that the Purchaser
      is a wholly owned subsidiary of a publicly traded company and, as such, certain
      timely public disclosures by the Purchaser may be required. The Seller hereby
      approves the disclosures the Purchaser may from time to time make in compliance
      with those disclosure obligations. 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Section
      4.7.   Further
      Assurances.
      At or
      following the Closing, and without further consideration, the Seller will
      execute and deliver to the Purchaser such further instruments of conveyance
      and
      transfer as the Purchaser may reasonably request in order to more effectively
      convey and transfer the Units to the Purchaser and to put the Purchaser in
      operational control of the Company and the Business, or for aiding, assisting,
      collecting and reducing to possession any of the Company’s assets or exercising
      any rights with respect thereto. Each party to this Agreement agrees to execute
      any and all documents and to perform such other acts as may be necessary or
      expedient to further the purposes of this Agreement and the transactions
      contemplated hereby.

     

    Section
      4.8.   Assistance
      with Permits and Filings.
      The
      Seller will furnish the Purchaser with all information concerning the Company
      or
      the Business that is required for inclusion in any application or filing made
      by
      the Purchaser to any Governmental Authority in connection with the transactions
      contemplated by this Agreement. The Seller will use commercially reasonable
      efforts to assist the Purchaser in obtaining any Permits, or any consents to
      assignment related thereto, that the Purchaser will require in connection with
      the continued operation of the Company and the Business after the Closing.
      

     

    Section
      4.9.   Employee
      Benefit Retention.
      The
      Purchaser shall, at its option (i) cause the Company to continue the
      Company’s existing employee health insurance plan for a period of at least
      ninety (90) days after the Closing Date; (ii) pay the costs of the
      Company’s employees’ payments under the Consolidated
      Omnibus Budget Reconciliation Act of 1985
      for a
      period of at least ninety (90) days after the Closing Date; or (iii) cause
      the
      Company to provide a health care insurance plan for the employees of Company
      that is similar to the health insurance plan provided to the employees of
      Purchaser. 

     

    Section
      4.10.   Supplemental
      Disclosure.
      The
      Seller will promptly supplement or amend each of the Schedules to this Agreement
      with respect to any matter that arises or is discovered after the date hereof
      that, if existing or known on the date hereof, would have been required to
      be
      set forth or listed in such Schedules.

     

    Section
      4.11.   Release
      of $2,000,000 Note Payment
      of Notes and Release of Liens
      At the
      Closing, Purchaser shall provide to Seller, written confirmation, satisfactory
      to Seller and Seller’s counsel, that the all principal and accrued but unpaid
      interest due and owing by the Company to Nicolet National Bank, Green Bay,
      Wisconsin, relating to the two (2) promissory notes of Company dated January
      9,
      2007, in the original principal amounts of $2,000,000 and $500,000 respectively
      (with a current aggregate balance due of approximately $953,000.00) shall been
      paid in full, and all Encumbrances upon the assets of the Company securing
      such
      notes, shall have been released. 

     

    ARTICLE
      V.

    CONDITIONS
      PRECEDENT TO THE PURCHASER’S OBLIGATIONS

     

    The
      obligation of the Purchaser to consummate the purchase of the Units on the
      Closing Date is, at the option of the Purchaser, subject to the satisfaction
      of
      the following conditions (any or all of which may be waived by the Purchaser
      at
      or prior to the Closing):

     

    Section
      5.1.   Representations,
      Warranties and Covenants.

     

    (a)  All
      representations and warranties of the Seller contained in this Agreement must
      be
      true and correct in all material respects at and as of the Closing Date with
      the
      same effect as though those representations and warranties had been made again
      at and as of the Closing Date, except to the extent that certain of such
      representations and warranties are made as of or through a specified date (which
      representations and warranties must continue on the Closing Date to be true
      and
      correct in all material respects as of or through the specified
      date).

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (b)  The
      Seller must have performed and complied, in all material respects, with all
      obligations and covenants required by this Agreement to be performed or complied
      with by them on or prior to the Closing Date.

     

    Section
      5.2.   Litigation.
      No
      Legal Proceeding before any federal or state court or other Governmental
      Authority may have been instituted and be pending by any Person or been
      threatened by any Governmental Authority that (a) has or may have the effect
      of
      making illegal, impeding or otherwise restraining or prohibiting any of the
      transactions contemplated by this Agreement, (b) seeks to obtain damages in
      respect of the transactions contemplated by this Agreement or (c) could result
      in the disposition of any assets or operations of the Purchaser or its
      Affiliates or the Company or the imposition of any restriction on the manner
      in
      which the Purchaser or its Affiliates or the Company conduct their
      operations.

     

    Section
      5.3.   Material
      Adverse Change.
      There
      must not have been a Material Adverse Change since the Balance Sheet
      Date.

     

    Section
      5.4.   (Intentionally
      left blank)

     

    Section
      5.5.   Consents.
      All
      consents, approvals, orders or authorizations of Governmental Authorities and
      other Persons (whether pursuant to Permits, Contracts or otherwise) necessary
      for the consummation of the transactions contemplated by this Agreement
      (including, without limitation, all consents or approvals by such directors,
      managers, general partners, or lenders of the Purchaser’s Affiliates as may be
      necessary for the consummation of the transactions contemplated by this
      Agreement) must have been obtained and all notices to Governmental Authorities
      and other Persons (whether pursuant to Permits, Contracts or otherwise)
      necessary for the consummation of the transactions contemplated by this
      Agreement must have been given. 

     

    Section
      5.6.   Due
      Diligence.
      The
      Purchaser must have (a) completed its due diligence investigation of the
      Company, the Business and the Company’s assets (including legal, accounting,
      environmental and engineering matters) and the results of such investigation
      must have been satisfactory to the Purchaser, in its sole discretion, and (b)
      had the opportunity to discuss the Company’s business relationship with the
      Customers and the substance of such discussions must have been satisfactory
      to
      the Purchaser, in its sole discretion.

     

    Section
      5.7.   Non-Competition
      Agreement.
      The
      Seller and those Company’s employees identified on Schedule
      5.7
      must
      have entered into a Non-competition Agreement (the “Non-Competition
      Agreement”)
      with
      the Purchaser in the form attached hereto as Exhibit
      C.

     

    Section
      5.8.   Closing
      Deliveries.
      The
      Seller must have delivered (or caused to be delivered) to the Purchaser each
      of
      the following:

     

    (a)  one
      or
      more certificates representing the Units, duly endorsed for transfer or
      accompanied by stock powers duly executed in blank, and any other documents
      that
      are necessary to transfer to Purchaser good title to all such Units,
free
      and
      clear of any Lien and subject to no legal or equitable restrictions of any
      kind
(collectively,
      the “Conveyance
      Agreements”);

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (b)  a
      certificate (dated the Closing Date and in form and substance reasonably
      satisfactory to the Purchaser) in the form attached hereto as Exhibit D,
      executed on behalf of the Seller, certifying as to the fulfillment of the
      conditions set forth in Section
      5.1;

     

    (c)  receipts
      for the Cash Purchase Price paid to Seller at the Closing; 

     

    (d)  all
      Business Information in the possession of the Seller, the Company or any of
      their Related Persons, agents or representatives; 

     

    (e) an
      original Non-Competition Agreement executed by the Seller for the benefit of
      the
      Purchaser, in the form attached hereto as Exhibit C; and 

    


    (f) an
      original Lease executed by Purchaser, in the form attached hereto as Exhibit
      J;
      and

     

    (g) a
      Subordination Agreement substantially in the from of Exhibit K, which is
      provided as a specimen.

    


    Section
      5.9.   Additional
      Matters.
      The
      Purchaser must have received such additional documents, instruments or items
      of
      information reasonably requested by it in respect of any aspect or consequence
      of the transactions contemplated by this Agreement. All corporate and other
      proceedings, and all documents, instruments and other legal matters in
      connection with the transactions contemplated by this Agreement or by the other
      agreements referred to in this Agreement must be reasonably satisfactory in
      form
      and substance to the Purchaser.

     

    ARTICLE
      VI. 

    CONDITIONS
      PRECEDENT TO THE SELLER’S OBLIGATIONS

     

    The
      obligations of the Seller to consummate the sale, transfer and assignment to
      the
      Purchaser of the Units on the Closing Date is, at the option of the Seller
      Representative, subject to the satisfaction of the following conditions (any
      or
      all of which may be waived by the Seller Representative at or prior to the
      Closing):

     

    Section
      6.1.   Representations,
      Warranties and Covenants.

     

    (a)  All
      representations and warranties of the Purchaser contained in this Agreement
      must
      be true and correct in all material respects at and as of the Closing Date
      with
      the same effect as though those representations and warranties had been made
      again and as of the Closing Date.

     

    (b)  The
      Purchaser must have performed and complied, in all material respects, with
      all
      obligations and covenants required by this Agreement to be performed or complied
      with by the Purchaser on or prior to the Closing Date.

     

    Section
      6.2.   Litigation.
      No
      Legal Proceeding before any federal or state court or other Governmental
      Authority may have been instituted and be pending by any Governmental Authority
      that has or would have the effect of making illegal, impeding or otherwise
      restraining or prohibiting any of the transactions contemplated by this
      Agreement.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Section
      6.3.   Closing
      Deliveries.
      The
      Purchaser must have delivered (or caused to be delivered) to the Seller each
      of
      the following:

     

    (a)  the
      Cash
      Purchase Price by wire transfer of immediately available funds to an account
      or
      accounts designated in writing by the Seller Representative;

     

    (b)  executed
      originals of the Conveyance Agreements to the extent any such Conveyance
      Agreements are required to be executed by the Purchaser;

     

    (c)  an
      executed original of the Promissory Note;

     

    (d)  an
      original General Business Security Agreement executed by ISI Controls, Ltd,.
      for
      the benefit of Seller in the form attached hereto as Exhibit
      E;

     

    (e)  an
      original General Business Security Agreement executed by ISI Security Group,
      Inc. for the benefit of Seller in the form attached hereto as Exhibit
      F;

     

    (f)  an
      original General Business Security Agreement executed by Argyle Security, Inc.
      for the benefit of Seller in the form attached hereto as Exhibit
      G;

     

    (g)  an
      original guaranty agreement executed by ISI Security Group, Inc. for the benefit
      of the Seller in the form attached hereto as Exhibit
      H;

     

    (h)  an
      original guaranty agreement executed by Argyle Security, Inc. for the benefit
      of
      the Seller in the form attached hereto as Exhibit
      I;
      

     

    (i)  an
      original Subordination Agreement executed by Seller in the form attached hereto
      as Exhibit
      K;

     

    (j)  a
      certificate (dated the Closing Date and in form and substance reasonably
      satisfactory to the Seller Representative) executed, on behalf of the Purchaser,
      by an officer of the Purchaser certifying as to the fulfillment of the
      conditions set forth in Section
      6.1
      and

     

    (k)  the
      documentation required by Section 4.11.

     

    (l)  an
      original Lease executed by Seller, in the form attached hereto as Exhibit
      J.

    


    Section
      6.4.   Additional
      Matters.
      The
      Seller must have received such additional documents, instruments or items of
      information reasonably requested by it in respect of any aspect or consequence
      of the transactions contemplated by this Agreement. All corporate and other
      proceedings, and all documents, instruments and other legal matters in
      connection with the transactions contemplated by this Agreement or by the other
      agreements referred to in this Agreement must be reasonably satisfactory in
      form
      and substance to the Seller.

     

    ARTICLE
      VII.

    TERMINATION

     

    Section
      7.1.   Termination.
      This
      Agreement may be terminated prior to or in the absence of the Closing as
      follows:

     

    (a)  by
      the
      written agreement of the Purchaser and the Seller;

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (b)  by
      either
      the Purchaser or the Seller if a final nonappealable Order is in effect
      restraining, enjoining or otherwise prohibiting the consummation of the
      transactions contemplated by this Agreement;

     

    (c)  by
      the
      Purchaser, if Seller materially breaches any representation, warranty, covenant
      or agreement set forth in this Agreement or in any instrument executed in
      connection with the transactions contemplated by this Agreement that would
      be
      reasonably likely to prevent the Closing from occurring in accordance with
      this
      Agreement on or before the Closing Deadline;

     

    (d)  by
      the
      Purchaser, if the Closing Date does not occur on or before the Closing Deadline,
      unless the failure of such occurrence is due to the failure of the Purchaser
      to
      perform or observe its agreements as set forth in this Agreement required to
      be
      performed or observed on or before the Closing Date;

     

    (e)  by
      the
      Seller, if the Purchaser materially breaches any representation, warranty,
      covenant or agreement set forth in this Agreement or in any instrument executed
      in connection with the transactions contemplated by this Agreement that would
      be
      reasonably likely to prevent the Closing from occurring in accordance with
      this
      Agreement on or before the Closing Deadline;

     

    (f)  by
      the
      Seller, if the Closing Date does not occur on or before the Closing Deadline,
      unless the failure of such occurrence is due to the failure of the Seller to
      perform or observe their agreements as set forth in this Agreement required
      to
      be performed or observed on or before the Closing Date; and

     

    (g)  by
      the
      Purchaser, pursuant to Section
      7.3.

     

    (h) by
      either
      Party, pursuant to Section 7.4

    


    Section
      7.2.   Effect
      of Termination.
      If this
      Agreement is terminated in accordance with Section
      7.1,
      and the
      transactions contemplated by this Agreement are not consummated, this Agreement
      will become null and void and of no further force and effect, except (a) for
      this Section
      7.2,
      (b) for
      the provisions of Section
      4.5,
      Section
      7.3
      (if
      applicable), Section
      7.4
      and
Section
      12.8
      and (c)
      that the termination of this Agreement for any cause will not relieve any party
      to this Agreement from any liability that at the time of termination had already
      accrued to any other party to this Agreement or that thereafter may accrue
      in
      respect of any act or omission of such party prior to such
      termination.

     

    Section
      7.3.   Special
      Purchaser Termination Rights.
      The
      Purchaser may terminate this Agreement at any time without any liability
      accruing for such termination (“Termination
      for Cause”):
      (i) upon the filing or threat of filing of a Legal Proceeding against
      Seller relating to the transactions contemplated by this Agreement, (ii) if
      a
      substantial casualty occurs with respect to any material physical facilities
      of
      the Seller, (iii) if negative publicity occurs with respect to the Seller or
      the
      Business which a person could reasonably believe would have a material adverse
      effect on the Business after the closing date, (iv) the Seller is found by
      a
      Governmental Authority to have violated any material term of a Permit, (v)
      if
      any Governmental Authority initiates an investigation or Legal Proceeding
      against Seller or the Business, (vi) if there is any material inaccuracy in
      the
      Financial Statements, the financial statements provided pursuant to Section
      4.1(b)
      or other
      material business records of the Seller or the Business.

     

    Section
      7.4.   Termination
      Without Cause.
      Either
      Party may terminate this Agreement at any time without any liability accruing
      for such termination (“Termination without Cause”) at any time prior to the
      Closing, upon written notice to the other Party, and such Termination without
      Cause shall be effective immediately upon receipt of such notice or upon the
      effective date for such Termination without Cause stated in such notice
      whichever is later.

     

    
      
        
        

      

      
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    Section
      7.5.   Return
      of Confidential Information.
      If this
      Agreement is terminated in accordance with Section
      7.1 or 7.4,
      and the
      transactions contemplated by this Agreement are not consummated, (a) the
      Purchaser will (and will cause each of its Related Persons, agents and
      representatives to) return to the Seller or destroy all confidential or
      proprietary information of the Seller or the Company in their possession and
      certify such return or destruction to the Seller and (b) the Seller will (and
      will cause each of their Related Persons, agents and representatives to) return
      to the Purchaser or destroy all confidential or proprietary information of
      the
      Purchaser in their possession and certify such return or destruction to the
      Purchaser.

     

    ARTICLE
      VIII.

    INDEMNIFICATION

     

    Section
      8.1.   Indemnification
      by the Seller.
      Subject
      to the other provisions of this Article
      VIII,
      the
      Persons constituting the Seller will jointly and severally defend, indemnify
      and
      hold the Purchaser and its Affiliates, shareholders and beneficial owners
      (whether direct or indirect), directors, officers, employees, consultants,
      agents and representatives (the “Indemnitees”)
      harmless from and against any and all Claims and Losses suffered by any
      Indemnitee arising from or relating to:

     

    (a)  any
      facts
      that constitute, or any allegations that if true would constitute, a breach
      of
      any representation or warranty made by the Seller in this Agreement or in any
      certificate or other document required to be executed and delivered by the
      Seller pursuant to this Agreement;

     

    (b)  any
      facts
      that constitute, or any allegations that if true would constitute, a breach
      or
      default in the performance of any covenant, obligation or agreement of the
      Seller pursuant to this Agreement or any certificate or other document required
      to be executed and delivered by them pursuant to this Agreement; 

     

    (c)  any
      Claim
      founded in whole or in part on occurrences preceding the Closing (including,
      without limitation, Warranty Claims);

     

    (d)  any
      Claim
      (of any and every nature possible) by an employee of the Company for any
      conduct, action or inaction of the Company, Seller or any employee of the
      Company, that occurred or caused (in whole or in part), prior to the Closing,
      any damage or injury, cost, fine or expense of any nature; 

     

    (e)  any
      Claim
      for unpaid taxes relative to the conduct of the Company’s business for so long
      as the applicable state and federal statute of limitations apply;
      and

     

    (f)  any
      Claim
      by any third party, relating to occurrences prior to the Closing, arising from
      the failure of Company to be authorized to conduct business as a foreign
      entity;

     

    (g)  Claims
      and Losses suffered by Company, Purchaser, or its Affiliates, arising out of
      or
      related to any claim (of any and
      every
      nature possible) arising, in any manner, from any failure of Company to be
      authorized to conduct business as a foreign entity prior to the
      Closing.

     

    
      
        
        

      

      
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    Section
      8.2.   Threshold.
      The
      rights of the Indemnitees in this Article
      VIII
      are
      subject to a $100,000 threshold (the “Threshold
      Amount”).
      After
      the Indemnitees have suffered damages which in the aggregate equal or exceed
      the
      Threshold Amount from Claims or Losses subject to the Seller’s obligations of
      defense or indemnity in this Article
      VIII,
      the
      Indemnitees shall be entitled to assert claims for all damages suffered,
      including the Threshold Amount.

     

    Section
      8.3.   Materiality.
      With
      respect to any claim for indemnification under this Article
      VIII
      relating
      to a breach (or alleged breach) of a representation or warranty that contains
      a
      materiality qualifier, such materiality qualifier will be considered for
      purposes of determining whether a breach of such representation and warranty
      has
      occurred, but such materiality qualifier will not be considered in determining
      the amount of the Losses arising out of such breach.

     

    Section
      8.4.   Survival
      of Representations and Warranties.
      The
      representations and warranties of the Seller set forth in Article
      II
      and in
      the certificate delivered to the Purchaser pursuant to Section
      6.3(e)
      will
      survive the execution and delivery of this Agreement and the Closing until
      the
      three (3) year anniversary of the Closing, except that (a) the representations
      and warranties set forth in Section
      2.7(a)
      will
      survive indefinitely, (b) if the violation of any representation or warranty
      would constitute a violation of any Law, such representation or warranty will
      survive until thirty (30) days after expiration of the statute of limitations
      applicable to such violation and (c) any representation or warranty the
      violation of which is made the basis of a Claim for indemnification pursuant
      to
      this Article
      VIII
      will
      survive until such Claim is finally resolved if the Purchaser notifies the
      Seller of such Claim in reasonable detail prior to the date on which such
      representation or warranty would otherwise expire hereunder. No claim for
      indemnification pursuant to Section
      8.1(a)
      based on
      the breach or alleged breach of a representation or warranty may be asserted
      by
      the Purchaser after the date on which such representation or warranty
      expires.

     

    Section
      8.5.   Termination
      of Indemnity Obligations. Any
      Claim
      sounding in tort brought by an Indemnitee against the Seller must be brought
      within two (2) years following the date that such Claim arises. Any Claim
      sounding in breach of contract brought by an Indemnitee against the Seller
      must
      be brought within three (3) years following the date that such Claim arises.
      Except as set forth in Sections 8.4(a), (b), and (c) and notwithstanding
      anything set forth in this Agreement to the contrary, the Seller’s obligations
      of defense and indemnity under this Article
      VIII
      terminate on the third (3rd)
      anniversary of the Closing Date.

     

    Section
      8.6.   Notice
      and Resolution of Claims.

     

    (a)  Notice.
      Each
      Indemnitee must provide reasonably prompt written notice to the Seller (the
      “Indemnifying
      Party”)
      after
      obtaining knowledge of any claim that it may have pursuant to Section
      8.1
      (whether
      for its own Losses or in connection with a Third Party Claim); provided that
      the
      failure to provide reasonably prompt notice will not limit the rights of an
      Indemnitee to indemnification hereunder except to the extent that such failure
      materially increases the dollar amount of any such claim for indemnification
      or
      materially prejudices the ability of the Indemnifying Party to defend such
      claim. Such notice will set forth in reasonable detail the claim and the basis
      for indemnification.

     

    (b)  Right
      to Assume Defense.
      With
      respect to a claim for indemnity that arises from a Third Party Claim, the
      Indemnifying Party will have thirty (30) days after receipt of notice to assume
      the conduct and control of the settlement or defense of such Third Party Claim,
      through counsel reasonably acceptable to the Indemnitee and at the expense
      of
      the Indemnifying Party, if (i) the Indemnifying Party acknowledges its
      obligation to indemnify the Indemnitee for any Losses resulting from such Third
      Party Claim, (ii) the Third Party Claim does not seek to impose any Liability
      on
      the Indemnitee other than for monetary damages and (iii) the Third Party Claim
      does not relate to the Indemnitee’s relationship with its customers or
      employees. The Indemnitee may participate in such defense or settlement through
      its own counsel, but such separate counsel will be at its own expense unless
      the
      conditions set forth above are not satisfied or unless one or more defenses,
      claims or counterclaims are available to the Indemnitee that conflict with
      one
      or more defenses, claims or counterclaims available to the Indemnifying Party.
      In no event, however, will the Indemnifying Party be liable for the fees and
      expenses of more than one separate counsel of the Indemnitee.

     

    
      
        
        

      

      
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    (c)  Obligations
      Following Assumption of Defense.
      If the
      Indemnifying Party assumes the defense of a Third Party Claim, it must take
      all
      steps necessary to investigate and defend or settle such Third Party Claim
      and
      will hold the Indemnitee harmless from and against any and all Losses caused
      by
      or arising out of any settlement approved by the Indemnifying Party or any
      judgment entered in connection with such Third Party Claim. Without the written
      consent of the Indemnitee, the Indemnifying Party will not consent to entry
      of
      any judgment or enter into any settlement that does not include an unconditional
      and complete release of the Indemnitee by the claimant or plaintiff making
      the
      Third Party Claim.

     

    (d)  Failure
      to Assume Defense.
      Failure
      by the Indemnifying Party to notify the Indemnitee of its election to assume
      the
      defense of any Third Party Claim within thirty (30) days after its receipt
      of
      notice thereof pursuant to Section
      8.6(a)
      will be
      deemed a waiver by the Indemnifying Party of its right to assume the defense
      of
      such Third Party Claim. In such event, the Indemnitee may defend against such
      Third Party Claim in any manner it deems appropriate. The Indemnitee may settle
      such Third Party Claim or consent to the entry of any judgment with respect
      thereto, provided that it acts in good faith and in a commercially reasonable
      manner.

     

    Section
      8.7.   Payment
      of Indemnity.
      Upon
      final agreement by the parties or the entry of a final, non-appealable order
      by
      a court of competent jurisdiction that an Indemnitee is entitled to
      indemnification under this Article
      VIII,
      the
      Indemnifying Party must promptly pay or reimburse, as appropriate, the
      Indemnitee for all Losses to which it is entitled to be indemnified hereunder.
      If Purchaser seeks to offset the principal balance due on the Promissory Note
      for any amount due, owing and unpaid by Seller pursuant to an obligation of
      indemnity hereunder, Purchaser must provide Seller with written notice of such
      intended offset in the same manner that notice of a Closing Adjustment is to
      be
      provided pursuant to Section 1.4(c), and provisions of Notice of Dispute and
      Dispute Resolution set forth in Sections 1.4(d) & (e) shall be applicable to
      any such offset.

     

    Section
      8.8.   Indemnification
      by the Purchaser.
      Subject
      to the other provisions of this Article VIII, the Purchaser and its Affiliates,
      will jointly and severally, defend, indemnify, and hold the Seller (the “Seller
      Indemnitees”) harmless from and against any and all Claims and Losses suffered
      by any of Seller Indemnitees arising out of or related to any claim (of any
      and
      every nature possible) by any construction bonding company of the Company for
      any conduct, action, or inaction by the Company or any employee of the Company,
      that occurred or caused (in whole or in part) prior to the Closing

     

    Section
      8.9.   Notice
      and Resolution of Seller Indemnities Claim.
      

     

    (a)  Notice.
      Each
      Seller Indemnitee must provide reasonably prompt written notice to the Purchaser
      (the “Purchaser Indemnifying
      Party”)
      after
      obtaining knowledge of any claim that it may have pursuant to Section
      8.8
      (a “Bond
      Claim”); provided that the failure to provide reasonably prompt notice will not
      limit the rights of a Seller Indemnitee to indemnification hereunder except
      to
      the extent that such failure materially increases the dollar amount of any
      such
      claim for indemnification or materially prejudices the ability of the Purchaser
      Indemnifying Party to defend such claim. Such notice will set forth in
      reasonable detail the claim and the basis for indemnification.

     

    
      
        
        

      

      
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    (b)  Right
      to Assume Defense.
      With
      respect to a claim for indemnity that arises from a Bond Claim, the Purchaser
      Indemnifying Party will have thirty (30) days after receipt of notice to assume
      the conduct and control of the settlement or defense of such Bond Claim, through
      counsel reasonably acceptable to the Seller Indemnitee and at the expense of
      the
      Purchaser Indemnifying Party, if (i) the Purchaser Indemnifying Party
      acknowledges its obligation to indemnify the Seller Indemnitee for any Losses
      resulting from such Bond Claim, and (ii) the Bond Claim does not seek to impose
      any Liability on the Seller Indemnitee other than for monetary damages. The
      Seller Indemnitee may participate in such defense or settlement through its
      own
      counsel, but such separate counsel will be at its own expense unless the
      conditions set forth above are not satisfied or unless one or more defenses,
      claims or counterclaims are available to the Seller Indemnitee that conflict
      with one or more defenses, claims or counterclaims available to the Purchaser
      Indemnifying Party. In no event, however, will the Purchaser Indemnifying Party
      be liable for the fees and expenses of more than one separate counsel of the
      Seller Indemnitee.

     

    
      
        
        

      

      
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    (c)  Obligations
      Following Assumption of Defense.
      If the
      Purchaser Indemnifying Party assumes the defense of a Bond Claim, it must take
      all steps necessary to investigate and defend or settle such Bond Claim and
      will
      hold the Seller Indemnitee harmless from and against any and all Losses caused
      by or arising out of any settlement approved by the Purchaser Indemnifying
      Party
      or any judgment entered in connection with such Bond Claim. Without the written
      consent of the Seller Indemnitee, the Purchaser Indemnifying Party will not
      consent to entry of any judgment or enter into any settlement that does not
      include an unconditional and complete release of the Seller Indemnitee by the
      claimant or plaintiff making the Bond Claim.

     

    (d)  Failure
      to Assume Defense.
      Failure
      by the Purchaser Indemnifying Party to notify the Seller Indemnitee of its
      election to assume the defense of any Bond Claim within thirty (30) days after
      its receipt of notice thereof pursuant to Section
      8.9(a)
      will be
      deemed a waiver by the Purchaser Indemnifying Party of its right to assume
      the
      defense of such Bond Claim. In such event, the Seller Indemnitee may defend
      against such Bond Claim in any manner it deems appropriate. The Seller
      Indemnitee may settle such Bond Claim or consent to the entry of any judgment
      with respect thereto, provided that it acts in good faith and in a commercially
      reasonable manner.

     

    Section
      8.10.   Payment
      of Indemnity to Seller Indemnity.
      Upon
      final agreement by the parties or the entry of a final, non-appealable order
      by
      a court of competent jurisdiction that Seller Indemnitee is entitled to
      indemnification under this Article
      VIII,
      the
      Purchaser Indemnifying Party must promptly pay or reimburse, as appropriate,
      the
      Seller Indemnitee for all Losses to which it is entitled to be indemnified
      hereunder. 

     

    Section
      8.11. Insurance
      Reimbursement and Tax Consequences.
      All
      amounts paid, by either party, pursuant to the parties’ indemnification
      obligations set forth in this Section 8 shall be net of any proceeds received
      from any insurance companies relative to the Claim or Loss, and shall further
      be
      net of any beneficial tax consequences, relative to such Claim or Loss, received
      by the indemnified party.

     

    ARTICLE
      IX.

    TAX
      MATTERS

     

    Section
      9.1.   Cooperation
      for Certain Tax-Related Matters.
      The
      Purchaser and the Seller will, and will cause their respective representatives
      and agents to, provide any requesting party that is a party to this Agreement
      with such assistance and documents, without charge, as may be reasonably
      requested by such party in connection with (a) the preparation of any Tax Return
      of or relating to the Seller, (b) the conduct of any Audit relating to liability
      for or refunds or adjustments with respect to Taxes and (c) any other
      Tax-related matter that is a subject of this Agreement. Such cooperation and
      assistance will be provided to the requesting party promptly upon its
      request.

     

    Section
      9.2.   Transfer
      Taxes.
      Notwithstanding any other provision of this Agreement to the contrary, the
      Seller will be liable for and will pay of all transfer (including real property
      transfer and documentary), sales, use, gains (including state and local transfer
      gains taxes), excise and other transfer of similar Taxes incurred in connection
      with the transfer of the Units to the Purchaser, other than any Taxes based
      upon
      or measured by net income (collectively, “Transfer
      Taxes”).
      The
      Purchaser and the Seller will mutually cooperate in perfecting any exemption
      from Transfer Taxes available in connection with the transactions contemplated
      by this Agreement and in timely preparing and filing any Tax Returns required
      in
      connection with Transfer Taxes, provided,
      however,
      that in
      the case of any Tax Return required to be filed by only one party, such party
      will not file such Tax Return without the written consent of the other party,
      which consent will not be unreasonably withheld, conditioned or
      delayed.

     

    
      
        
        

      

      
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    ARTICLE
      X.

    LEASE
      AGREEMENT

     

    The
      Seller and the Purchaser shall enter into the lease agreement, in substantially
      the form attached hereto as Exhibit
      J.

     

    ARTICLE
      XI.

    DEFINITIONS

     

    Section
      11.1.   Definitions.
      As used
      in this Agreement, the following terms have the following meanings (such
      meanings to be equally applicable to both the singular and plural forms of
      the
      terms defined):

     

    “Acquisition”
means,
      other than the transactions contemplated by this Agreement, (a) a merger,
      consolidation, share exchange or business combination of the Company, (b) a
      sale, lease, exchange, mortgage, pledge, transfer or other disposition of twenty
      percent (20%) or more of the assets or profit- or revenue-generating capacity
      of
      the Company, (c) a sale of any of the capital stock or other equity interests
      in
      the Company, (d) a recapitalization (regardless of the form of transaction
      by
      which such recapitalization is accomplished) of the Company or (e) any other
      similar transaction involving Seller or the Company and a Third
      Party.

     

    “Affiliate”
means,
      with respect to a specified Person, any other Person or member of a group of
      Person acting together that, directly or indirectly, through one or more
      intermediaries, controls, or is controlled by or is under common control with,
      the specified Person. As used in this Agreement, the term “control”
      (including the terms “controlling,” “controlled by” and “under common control
      with”) means the possession, direct or indirect, of the power to direct or cause
      the direction of the management and policies of a Person, whether through the
      ownership of voting securities, by contract or otherwise.

     

    “Balance
      Sheet”
means
      the balance sheet included in the Financial Statements.

     

    “Balance
      Sheet Date”
means
      the date of the Balance Sheet.

     

    “Business
      Day”
means
      any weekday on which nationally-chartered banks in San Antonio, Texas are open
      for business.

     

    “Charter
      Documents”
means
      the certificate of formation and limited liability company agreement or
      operating agreement of a limited liability company.

     

    “Claim”
means
      any existing or threatened claim, demand, suit, action, investigation,
      proceeding or cause of action of any kind or character (in each case, whether
      civil, criminal, investigative or administrative and whether made by a
      Governmental Authority or any other Person), known or unknown, absolute or
      contingent, asserted or unasserted, under any theory, including, without
      limitation, contract, tort, statutory liability, strict liability, employer
      liability, premises liability, products liability, breach of warranty or
      malpractice.

     

    “Closing
      Deadline”
means
      January 31, 2008.

     

    
      
        
        

      

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

     

    “Company
      Contract”
means
      any Contract to which the Company is a party, obligor or beneficiary or by
      which
      any of the properties and assets of the Company is bound.

     

    “Contract”
means
      any written or oral contract, agreement, indenture, note, bond, loan,
      instrument, lease, mortgage, license, franchise, obligation, commitment or
      other
      arrangement, agreement or understanding.

     

    “Customer”
means
      any Person that has purchased goods or services from the Company during the
      twelve (12) month period immediately preceding the date of this Agreement and/or
      during the period between the date of this Agreement and the
      Closing.

     

    “Dollars”
means
      United States Dollars.

     

    “Encumbrance”
means
      any encumbrance, security interest, mortgage, deed of trust, lien, charge,
      pledge, option, right of first refusal or similar right, easement, restrictive
      covenant, Claim or restriction of any kind, including, without limitation,
      any
      restriction on the use, transfer, receipt of income or other exercise of any
      attributes of ownership.

     

    “Environmental
      Law”
means
      each present and future Law, Order or Permit pertaining to (a) public
      health or safety, (b) the protection, preservation or restoration of the
      environment or natural resources or (c) the generation, production, use,
      storage, transportation, processing, release or disposal of Hazardous
      Materials.

     

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

     

    “Financial
      Statement”
is
      defined in Section
      2.4.

     

    “GAAP”
means
      generally accepted accounting principles in the United States as in effect
      on
      the date of this Agreement and incorporating management’s estimates used to
      prepare Financial Statements applied in a manner consistent with the Company’s
      historical accounting and bookkeeping practices and procedures, and historical
      financial statements, subject to determinations made by the Company’s
      auditor.

     

    “Governmental
      Authority”
means
      any government or governmental or regulatory body thereof, or political
      subdivision thereof, whether federal, state, local or foreign, or any agency,
      department or instrumentality thereof, or any court (public or
      private).

     

    “Hazardous
      Material”
means
      any substance, material, contaminant, pollutant or waste presently or hereafter
      listed, defined, designated or classified as hazardous, toxic, radioactive
      or
      dangerous under any Environmental Law or regulated as such by any Governmental
      Authority including, without limitation, any industrial substance, petroleum
      (or
      any derivative or by-product thereof), radon, radioactive material, asbestos
      (or
      asbestos containing material), urea formaldehyde, foam insulation, lead or
      polychlorinated biphenyls.

     

    “Intellectual
      Property”
means
      all United States and foreign intellectual and industrial property, including
      patent applications, patents and any reissues or reexaminations thereof,
      trademarks, service marks, trademark/service mark registrations and
      applications, brand names, trade names, all other names and slogans embodying
      business or product goodwill (or both), copyright registrations, mask works,
      copyrights, moral rights of authorship, rights in designs, trade secrets,
      technology, inventions, discoveries, improvements, know-how, proprietary rights,
      computer software and firmware, internet domain names, specifications, drawings,
      designs, formulae, processes, methods, technical information, confidential
      and
      proprietary information, and all other intellectual and industrial property
      rights, whether or not subject to statutory registration or
      protection.

     

    
      
        
        

      

      
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    “Law”
means
      any applicable law, statute, code, ordinance, rule or regulation promulgated
      by
      any Governmental Authority, including any policy having the force and effect
      of
      law, any rule of common law and any judicial or administrative interpretation
      thereof.

     

    “Legal
      Proceeding”
means
      any judicial, administrative, regulatory or arbitral proceeding, investigation
      or inquiry or administrative charge or complaint pending at law or in equity
      by
      or before any Governmental Authority.

     

    “Liabilities”
means
      any and all Claims, debts, liabilities and obligations of any nature whether
      absolute or contingent, asserted or unasserted, accrued or unaccrued, liquidated
      or otherwise.

     

    “Losses”
means
      all Liabilities, losses, damages, diminutions in value, costs (including,
      without limitation, costs of investigation), fines, fees and expenses (including
      reasonable attorneys’ fees incident to any of the foregoing).

     

    “Material
      Adverse Change”
means
      a
      material adverse change in the properties, assets, condition (financial or
      otherwise), Business, operations or prospects of the Company taken as a whole,
      or an increase in Seller’s liabilities, except trade obligations incurred in the
      Ordinary Course of Business.

     

    “Material
      Adverse Effect”
means,
      with respect to any Person, a material adverse effect on the properties, assets,
      condition (financial or otherwise), business, operations or prospects of such
      Person.

     

    “Order”
means
      any order, injunction, judgment, decree, ruling, writ, assessment or arbitration
      award by a Governmental Authority of competent jurisdiction.

     

    “Ordinary
      Course of Business”
means
      the usual and ordinary course of business for the Business, consistent with
      past
      practice.

     

    “PBGC”
means
      the Pension Benefit Guaranty Corporation.

     

    “Permit”
means
      any written approval, consent, exemption, franchise, license, permit, waiver,
      registration, filing, certificate or other authorization required by Law to
      conduct any portion of the Business as currently conducted or as proposed to
      be
      conducted following this transaction, including without limitation all licenses
      and local health and fire permits pertaining to the physical facilities,
      manufacturing, equipment, staffing and records.

     

    “Person”
means
      any natural person, corporation, partnership, firm, joint venture, limited
      liability company, association, joint-stock company, trust, unincorporated
      organization, Governmental Authority or other legal entity.

     

    “Promissory
      Note”
is
      defined in Section
      1.3(b).

     

    “Related
      Parties”
means,
      with respect to any Person, the Affiliates, shareholders and beneficial owners
      (whether direct or indirect), directors, officers, employees and consultants
      of
      such Person, and the family members of each of the foregoing who are natural
      persons.

     

    
      
        
        

      

      
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    “Seller
      Contract”
means
      any Contract to which Seller is a party, obligor or beneficiary or by which
      any
      of the properties and assets of Seller is bound.

     

    “Taxes”
      (including, with correlative meaning, the term “Tax”)
      means
      all taxes, charges, fees, levies, duties, penalties, assessments or other
      amounts imposed by or payable to any foreign, federal, state, local or other
      taxing authority or agency, including without limitation income, gross receipts,
      profits, windfall profits, gains, minimum, alternative minimum, estimated,
      ad
      valorem, value added, severance, stamp, customs, import, export, utility, use,
      service, excise, property, sales, transfer, franchise, payroll, withholding,
      social security, disability, employment, workers compensation, unemployment
      compensation and other taxes, and including any interest, penalties or additions
      attributable thereto.

     

    “Tax
      Return”
means
      any return, report, information return or other document (including any related
      or supporting information) required to be prepared with respect to
      Taxes.

     

    “Third
      Party”
means
      any Person other than the Seller, the Purchaser or any of their respective
      Affiliates.

     

    “Valuation
      Periods”
means
      the period from July 1, 2007 to the Closing Date (the “Working Capital Valuation
      Period”) and the period from the Closing Date to June 30, 2008 (the “2008
      Valuation Period”).

     

    “Warranty
      Claim”
means
      any Claims and Losses arising from or relating to any breach of any warranty
      owed for any work performed, goods or services delivered, or in any way related
      to any performance of any Company Contract by the Company.

     

    ARTICLE
      XII.

    MISCELLANEOUS

     

    Section
      12.1.   Headings.
      Article
      and section headings of this Agreement are for reference purposes only and
      are
      to be given no effect in the construction or interpretation of this
      Agreement.

     

    Section
      12.2.   Article,
      Section, Schedule and Exhibit References.
      Except
      as otherwise specifically provided, any reference to any article, section,
      schedule or exhibit will be deemed to refer to such article or section of or
      schedule or exhibit to this Agreement.

     

    Section
      12.3.   Usage.
      Whenever the plural form of a word is used in this Agreement, that word will
      include the singular form of that word. Whenever the singular form of a word
      is
      used in this Agreement, that word will include the plural form of that word.
      The
      term “or” does not exclude any of the items described. The term “include,” or
      any derivative of such term, does not mean that the items following such term
      are the only types of such items.

     

    Section
      12.4.   Drafting.
      Neither
      this Agreement nor any provision contained in this Agreement may be interpreted
      in favor of or against any party hereto because such party or its legal counsel
      drafted this Agreement or such provision.

     

    Section
      12.5.   Entire
      Agreement.
      The
      exhibits and schedules to this Agreement are hereby incorporated and made a
      part
      hereof and are an integral part of this Agreement. This Agreement (including
      such exhibits and schedules) represents, and is intended to be, a complete
      statement of all of the terms and the arrangements between the parties to this
      Agreement with respect to the matters provided for in this Agreement, supersedes
      any and all previous oral or written and all contemporaneous oral agreements,
      understandings, negotiations and discussions between the parties to this
      Agreement with respect to those matters.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    Section
      12.6.   GOVERNING
      LAW; VENUE.
      THIS
      AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF TEXAS WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS OR
      ANY
      OTHER PRINCIPLE THAT COULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER
      JURISDICTION. ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
      THIS
      AGREEMENT MUST BE INSTITUTED IN THE STATE OR FEDERAL COURTS LOCATED IN BEXAR
      COUNTY, TEXAS, TO THE JURISDICTION OF WHICH EACH OF THE PARTIES HEREBY EXPRESSLY
      AND IRREVOCABLY AGREES TO SUBMIT. THE PARTIES AGREE TO ENTER INTO MEDIATION
      PRIOR TO TRIAL IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
      TO
      THIS AGREEMENT. THE PARTIES HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT,
      ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

     

    Section
      12.7.   Specific
      Performance.
      The
      Purchaser and the Seller each acknowledge and agree that the breach of this
      Agreement would cause irreparable damage to one or more of the other parties
      and
      that such other party or parties will not have an adequate remedy at law.
      Therefore, the obligations of the Purchaser and the Seller under this Agreement
      will be enforceable by a decree of specific performance issued by any court
      of
      competent jurisdiction, and appropriate injunctive relief may be applied for
      and
      granted in connection therewith. However, the remedies set forth in ARTICLE
      VIII, Indemnification, shall be exclusive remedy that the Parties may pursue
      for
      the subject matter reflected therein. 

     

    Section
      12.8.   Expenses.

     

    (a)  Except
      as
      otherwise expressly provided in this Agreement and regardless of whether the
      transactions contemplated in this Agreement are consummated, each of the parties
      to this Agreement will bear its own expenses (including, without limitation,
      fees and disbursements of its counsel, accountants, financial advisors and
      other
      experts), incurred in connection with the preparation, negotiation, execution,
      delivery and performance of this Agreement, each of the other documents and
      instruments executed in connection with or contemplated by this Agreement and
      the consummation of the transactions contemplated by this Agreement and
      thereby.

     

    (b)  If
      attorneys’ fees or other costs are incurred to secure performance of any
      obligation under this Agreement, to establish damages for the breach thereof
      or
      to obtain any other appropriate relief, whether by way of prosecution or
      defense, the prevailing party will be entitled to recover reasonable attorneys’
fees and costs incurred in connection therewith.

     

    Section
      12.9.   Notices.
      All
      notices, requests, demands, and determinations under this Agreement (other
      than
      routine operational communications), must be in writing and will be deemed
      duly
      given (a) when delivered by hand, (b) one day after being given to an express
      courier with a reliable system for tracking delivery, (c) when sent by confirmed
      facsimile with a copy sent by another means specified in this provision or
      (d)
      five days after the day of mailing, when mailed by registered or certified
      mail,
      return receipt requested, postage prepaid, and addressed as set forth below.
      A
      party may from time to time change its address or designee for notification
      purposes by giving the other written notice of the new address or designee
      and
      the date upon which it will become effective.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    

      
        	
                If
                  to the Purchaser:

              	 	
                ISI
                  Controls, Ltd.

              
	 	 	
                12903
                  Delivery Drive

              
	 	 	
                San
                  Antonio, TX 78247

              
	 	 	
                Facsimile:
                  (210) 495-5613

              
	 	 	
                Attention:
                  Sam Youngblood

              
	 	 	 
	 	 	
                with
                  a copy to:

              
	 	 	 
	 	 	
                Hughes
                  & Luce LLP

              
	 	 	
                111
                  Congress Avenue, Suite 900

              
	 	 	
                Austin,
                  Texas 78701

              
	 	 	
                Facsimile:
                  (512) 482-6859

              
	 	 	
                Attention:
                  D. Hull Youngblood, Jr.

              
	 	 	 
	
                If
                  to the Seller:

              	 	
                c/o
                  Corcoran Glass & Paint, Inc.

              
	 	 	
                N100
                  Craftsmen Drive

              
	 	 	
                Greenville,
                  WI 54942

              
	 	 	
                Facsimile:
                  (920)
                  757-9902

              
	 	 	
                Attn:
                  Jeffrey E. Corcoran

              
	 	 	 
	 	 	
                with
                  a copy to:

              
	 	 	 
	 	 	
                Metzler,
                  Timm, Treleven & Hermes, S.C.

              
	 	 	
                222
                  Cherry Street

              
	 	 	
                Green
                  Bay, WI 54301-4223

              
	 	 	
                Facsimile:
                  (920)435-8866

              
	 	 	
                Attn:
                  David J. Timm

              


      

    

    


    Section
      12.10.   Severability.
      The
      invalidity or unenforceability of any provision of this Agreement will not
      affect the validity or enforceability of any other provision of this Agreement,
      each of which will remain in full force and effect, so long as the economic
      or
      legal substance of the transactions contemplated by this Agreement is not
      affected in a manner materially adverse to any party.

     

    Section
      12.11.   Binding
      Effect; No Assignment.
      This
      Agreement will be binding upon and inure to the benefit of the parties and
      their
      respective successors and assigns. Nothing in this Agreement will create or
      be
      deemed to create any third party beneficiary rights in any Person not party
      to
      this Agreement except to the extent such obligations are specifically assumed.
      No assignment of this Agreement or of any rights or obligations under this
      Agreement may be made by any party (by operation of Law or otherwise) without
      the prior written consent of each of the other parties to this Agreement and
      any
      attempted assignment without such required consents will be void; provided,
      however,
      that
      the Purchaser may assign to one or more of its Affiliates any or all of its
      rights under this Agreement without the prior written consent of any other
      party, but no such assignment by the Purchaser will release the Purchaser from
      any of its obligations under this Agreement.

     

    Section
      12.12.   Amendments.
      This
      Agreement may be amended, supplemented or modified, and any provision hereof
      may
      be waived, only by written instrument making specific reference to this
      Agreement signed by the Purchaser and the Seller. Except as otherwise provided
      in this Agreement, no action (other than a waiver) taken pursuant to this
      Agreement, including, without limitation, any investigation by or on behalf
      of
      any party, will be deemed to constitute a waiver by the party taking such action
      of compliance with any representation, warranty, covenant or agreement contained
      in this Agreement. The waiver by any party to this Agreement of a breach of
      any
      provision of this Agreement will not operate or be construed as a further or
      continuing waiver of such breach or as a waiver of any other or subsequent
      breach. Except as otherwise expressly provided in this Agreement, no failure
      on
      the part of any party to exercise, and no delay in exercising, any right, power
      or remedy under this Agreement will operate as a waiver thereof, nor will any
      single or partial exercise of such right, power or remedy by such party preclude
      any other or further exercise thereof or the exercise of any other right, power
      or remedy. 

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    Section
      12.13.   Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which will
      be
      deemed an original, but all of which together will constitute one and the same
      instrument.

     

    Section
      12.14.   Provisions
      Concerning the Seller Representative.

     

    (a)  Appointment.
      Each
      Person constituting the Seller hereby appoints the Seller Representative as
      the
      agent, proxy and attorney-in-fact for such Person for all purposes under this
      Agreement (including full power and authority to act on the Seller’s behalf).
      The action or inaction of the Seller Representative as contemplated in this
      Agreement shall bind all of the Persons constituting the Seller for all purposes
      of this Agreement, and the Seller may only take action in respect of this
      Agreement by and through the Seller Representative. Without limiting the
      generality of the foregoing, the Seller Representative will be authorized
      to:

     

    (i)  in
      connection with the Closing, execute and receive all documents, instruments,
      certificates, statements and agreements on behalf of and in the name of the
      Seller necessary to effectuate the Closing and consummate the transactions
      contemplated hereby;

     

    (ii)  take
      all
      actions on behalf of the Seller with respect to the matters set forth in
Section
      1.4;

     

    (iii)  take
      all
      actions on behalf of the Seller in connection with any claims made under
Article
      VIII
      to
      defend or settle such claims, and to make payments in respect of such
      claims;

     

    (iv)  execute
      and deliver, should it elect to do so in its sole discretion, on behalf of
      the
      Seller, any amendment to this Agreement so long as such amendment will apply
      equally to each of the Persons constituting the Seller; and

     

    (v)  take
      all
      other actions to be taken by or on behalf of the Seller and exercise any and
      all
      rights which the Seller are permitted or required to do or exercise under this
      Agreement.

     

    (b)  Liability
      of the Seller Representative.
      The
      Seller Representative will not be liable to any Person constituting the Seller
      for any action taken by it in good faith pursuant to this Agreement, and each
      such Person will severally, but not jointly, indemnify the Seller Representative
      from any Losses arising out of its serving as the Seller Representative
      hereunder. The Seller Representative is serving in that capacity solely for
      purposes of administrative convenience, and is not personally liable in such
      capacity for any of the obligations of the Seller hereunder, and Buyer agrees
      that it will not look to the personal assets of the Seller Representative,
      acting in such capacity, for the satisfaction of any obligations to be performed
      by the Seller hereunder.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	 	 
	 	
              “PURCHASER”

              ISI
                Controls,
                Ltd.

            
	 	
              By:
                Metroplex Control Systems, Inc.

              Its:
                Sole General Partner

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Sam Youngblood  
	 	
              
Name:
              Sam Youngblood
	 	Title:
              CEO


    

     

    
      
        	 	 	 
	 	“SELLER”:
	 	
              
	
              	
              	/s/ Jeffery Corcoran
	 	
                
Jeffrey
                E. Corcoran 


      

       

    

    
      
        
          	 	 	 
	
                	
                	/s/ Janell Cororan 
	 	
                  
Janell
                  D. Corcoran


        

         

      

      	 	 	 
	 	THE SELLER
              REPRESENTATIVE:
	 
 	 
 	 
 
	
            	
            	/s/
              Jeffery Corcoran
	 	
              
Jeffrey
              E. Corcoran


    

    


    
      
        
        

      

      
        36