EXECUTION COPY











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                          AGREEMENT AND PLAN OF MERGER


                                 BY AND BETWEEN


                        ENERGY SERVICES ACQUISITION CORP.


                                       AND


                              S. T. PIPELINE, INC.



                          DATED AS OF JANUARY 22, 2008




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                   TABLE OF CONTENTS
                                                                            Page


ARTICLE I. CERTAIN DEFINITIONS.................................................1

         Section 1.01      Certain Definitions.................................1

ARTICLE II. THE MERGER.........................................................5

         Section 2.01      Structure of the Merger.............................5
         Section 2.02      Effect on Outstanding Shares........................6
         Section 2.03      Exchange Procedures.................................6
         Section 2.04      Dissenters' Rights..................................7
         Section 2.05      Closing; Effective Time.............................7
         Section 2.06      Additional Transaction..............................7

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER..........................7

         Section 3.01      Disclosure Letter...................................7
         Section 3.02      Organization........................................8
         Section 3.03      Capitalization......................................8
         Section 3.04      Authority; No Violation.............................8
         Section 3.05      Consents............................................9
         Section 3.06      Absence of Certain Changes or Events................9
         Section 3.07      Taxes...............................................9
         Section 3.08      Material Contracts; Leases; Defaults...............12
         Section 3.09      Ownership of Property; Insurance Coverage..........12
         Section 3.10      Intellectual Property..............................13
         Section 3.11      Labor Matters......................................14
         Section 3.12      Legal Proceedings..................................14
         Section 3.13      Compliance With Applicable Law/Permits.............14
         Section 3.14      Employee Benefit Plans.............................14
         Section 3.15      Brokers, Finders and Financial Advisors............16
         Section 3.16      Environmental Matters..............................16
         Section 3.17      Related Party Transactions.........................17
         Section 3.18      Antitakeover Provisions Inapplicable...............18
         Section 3.19      Customers and Suppliers............................18
         Section 3.20      Inventory..........................................18
         Section 3.21      Accounts Receivable; Bank Accounts.................18
         Section 3.22      Offers.............................................18
         Section 3.23      Warranties.........................................19
         Section 3.24      Proxy Statement....................................19
         Section 3.25      No Misstatements...................................19

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER.......................19

         Section 4.01      Organization.......................................20
         Section 4.02      Authority; No Violation............................20
         Section 4.03      Consents...........................................20
         Section 4.04      Access to Funds....................................20
         Section 4.05      Legal Proceedings..................................21
         Section 4.06      Operations of Merger Sub...........................21
         Section 4.07      Board Approval.....................................21
         Section 4.08      Proxy Statement....................................21
         Section 4.09      Offers.............................................21

ARTICLE V. CONDUCT PENDING ACQUISITION........................................22

         Section 5.01      Conduct of Business Prior to the Effective Time....22
         Section 5.02      Forbearances of Seller.............................22

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         Section 5.03      Maintenance of Insurance...........................24
         Section 5.04      All Reasonable Efforts.............................24

ARTICLE VI. COVENANTS.........................................................24

         Section 6.01      Current Information................................24
         Section 6.02      Access to Properties and Records...................25
         Section 6.03      Financial and Other Statements.....................25
         Section 6.04      Disclosure Letter Supplements......................25
         Section 6.05      Consents and Approvals of Third Parties............25
         Section 6.06      Failure to Fulfill Conditions......................25
         Section 6.07      Employee Benefits..................................26
         Section 6.08      Voting Agreements..................................26
         Section 6.09      Tax Periods Ending On or Before the Closing Date...26
         Section 6.10      Cooperation on Tax Matters.........................26
         Section 6.11      Employment of James E. Shafer......................27
         Section 6.12      338(h)10 Election..................................27
         Section 6.13      Purchaser to become Guarantor of Seller Debt.......27
         Section 6.14      Purchaser Note.....................................27

ARTICLE VII. REGULATORY AND OTHER MATTERS.....................................27

         Section 7.01      Meeting of Stockholders............................27
         Section 7.02      Proxy Statement....................................28
         Section 7.03      Regulatory Approvals...............................28

ARTICLE VIII. CLOSING CONDITIONS..............................................28

         Section 8.01      Conditions to Each Party's Obligations under this
                            Agreement.........................................28
         Section 8.02      Conditions to the Obligations of Purchaser under
                            this Agreement....................................29
         Section 8.03      Conditions to the Obligations of Seller under
                            this Agreement....................................30

ARTICLE IX. THE CLOSING.......................................................31

         Section 9.01      Time and Place.....................................31
         Section 9.02      Deliveries at the Pre-Closing and the Closing......31

ARTICLE X. TERMINATION, AMENDMENT AND WAIVER..................................31

         Section 10.01     Termination........................................31
         Section 10.02     Effect of Termination..............................32
         Section 10.03     Amendment, Extension and Waiver....................32

ARTICLE XI. MISCELLANEOUS.....................................................33

         Section 11.01     Public Announcements...............................33
         Section 11.02     Survival...........................................33
         Section 11.03     Notices............................................33
         Section 11.04     Parties in Interest................................34
         Section 11.05     Complete Agreement.................................34
         Section 11.06     Counterparts.......................................34
         Section 11.07     Severability.......................................34
         Section 11.08     Governing Law......................................34
         Section 11.09     Interpretation.....................................34
         Section 11.10     Specific Performance...............................35

Exhibit A         Form of Voting Agreement
Exhibit B         Form of Plan of Merger

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<PAGE>

                          AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of January
22,  2008,  by  and  between  Energy  Services  Acquisition  Corp.,  a  Delaware
corporation  (the  "Purchaser"),  Energy  Services  Merger Sub ("Merger Sub"), a
to-be-formed  West  Virginia  corporation  and  a  wholly-owned   subsidiary  of
Purchaser, and S. T. Pipeline, Inc., a West Virginia corporation (the "Seller").

     WHEREAS,  the Board of Directors  of each of  Purchaser  and Seller has (i)
determined  that  this  Agreement  and  the  business  combination  and  related
transactions  contemplated  hereby are in the best interests of their respective
companies and stockholders,  and (ii) has approved this Agreement at meetings of
each of such Boards of Directors;

     WHEREAS,  in accordance with the terms of this  Agreement,  Merger Sub will
merge with and into Seller;

     WHEREAS,  as a condition to the willingness of Purchaser to enter into this
Agreement,  each of James E. Shafer and  Pauletta  Sue Shafer has entered into a
Voting Agreement, substantially in the form of Exhibit A hereto, dated as of the
date hereof, with Purchaser (the "Voting Agreement"),  pursuant to which each of
James E. Shafer and Pauletta Sue Shafer has agreed,  among other things, to vote
all shares of common  stock of Seller  owned by each such person in favor of the
approval of this Agreement and the transactions  contemplated  hereby,  upon the
terms and subject to the conditions set forth in such Voting Agreement; and

     WHEREAS, the parties desire to make certain representations, warranties and
agreements  in  connection  with the  business  transactions  described  in this
Agreement and to prescribe certain conditions thereto.

     NOW,  THEREFORE in consideration of the mutual covenants,  representations,
warranties  and  agreements  herein  contained  and of other  good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

                                   ARTICLE I.

                               CERTAIN DEFINITIONS

Section 1.01      Certain Definitions.

     As used in this Agreement the following  terms have the following  meanings
(unless the context  otherwise  requires,  references  to Articles  and Sections
refer to Articles and Sections of this Agreement).

     "Agreement" means this agreement, and any written amendment hereto.

     "Certificate"  shall mean a certificate  evidencing shares of Seller Common
Stock.

     "Closing" shall have the meaning set forth in Section 2.05.

     "Closing Date" shall have the meaning set forth in Section 2.05.

     "COBRA" shall mean the Consolidated  Omnibus Budget  Reconciliation  Act of
1985, as amended.

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

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     "Compensation  and  Benefit  Plans"  shall  have the  meaning  set forth in
Section 3.16(a).

     "Confidentiality  Agreements"  shall  mean the  confidentiality  agreements
referred to in Section 10.01 of this Agreement.

     "Continuing Employees" shall have the meaning set forth in Section 6.08(c).

     "DGCL" shall mean the Delaware General Corporation Law.

     "Disclosure Letter" shall have the meaning set forth in Section 3.01.

     "Effective Time" shall mean the date and time specified pursuant to Section
2.05 hereof as the effective time of the Merger.

     "Environmental  Laws"  means any  applicable  Federal,  state or local law,
statute,  ordinance,  rule, regulation,  code, license,  permit,  authorization,
approval,  consent,  order, judgment,  decree,  injunction or agreement with any
governmental entity relating to (1) the protection,  preservation or restoration
of the environment  (including,  without limitation,  air, water vapor,  surface
water, groundwater,  drinking water supply, surface soil, subsurface soil, plant
and animal life or any other natural  resource),  and/or (2) the exposure to, or
the use, storage, recycling, treatment, generation, transportation,  processing,
handling,   labeling,   production,   release  or  disposal  of   Materials   of
Environmental  Concern.  The term  Environmental Law includes without limitation
(a) the Comprehensive Environmental Response, Compensation and Liability Act, as
amended, 42 U.S.C.  ss.9601, et seq; the Resource Conservation and Recovery Act,
as amended, 42 U.S.C.  ss.6901, et seq; the Clean Air Act, as amended, 42 U.S.C.
ss.7401,  et seq; the Federal Water Pollution Control Act, as amended, 33 U.S.C.
ss.1251,  et seq;  the Toxic  Substances  Control  Act,  as  amended,  15 U.S.C.
ss.2601,  et seq; the  Emergency  Planning and  Community  Right to Know Act, 42
U.S.C. ss.11001, et seq; the Safe Drinking Water Act, 42 U.S.C. ss.300f, et seq;
the Comprehensive Environmental Responses Compensation and Liability Information
System  List and all  comparable  state and local  laws,  and (b) any common law
(including  without limitation common law that may impose strict liability) that
may impose  liability or obligations for injuries or damages due to the presence
of or exposure to any Materials of Environmental Concern.

     "EPA" shall mean the Environmental Protection Agency.

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
amended.

     "ERISA Affiliate" shall have the meaning set forth in Section 3.16(c).

     "ERISA Affiliate Plan" shall have the meaning set forth in Section 3.16(c).

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "GAAP" shall mean accounting  principles  generally  accepted in the United
States of America.

     "Governmental  Entity"  shall  mean  any  federal,  state,  local  or other
government,  governmental,  regulatory or  administrative  authority,  agency or
commission  (including,  but not  limited  to, the SEC,  NASDAQ,  or EPA) or any
court, tribunal or judicial or arbitral body.

     "HIPAA" shall mean the Health Insurance  Portability and Accountability Act
of 1996, as amended.

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     "Intellectual Property" shall mean all (i) trademarks, service marks, brand
names,  d/b/a/'s,  Internet domain names,  logos,  symbols,  trade dress,  trade
names, and other indicia of origin,  all applications and  registrations for the
foregoing,  and  all  goodwill  associated  therewith  and  symbolized  thereby,
including  all  renewals  of same,  (ii)  inventions  and  discoveries,  whether
patentable or not, and all patents,  registrations,  invention  disclosures  and
applications therefor, including divisions, continuations, continuations-in-part
and renewal applications, and including renewals, extensions and reissues, (iii)
Trade Secrets,  (iv)  published and  unpublished  works of  authorship,  whether
copyrightable  or  not  (including  without   limitation   databases  and  other
compilations of information),  copyrights therein and thereto, and registrations
and  applications  therefor,  and all  renewals,  extensions,  restorations  and
reversions  thereof,  and (v) all other  intellectual  property  or  proprietary
rights.

     "IRS" shall mean the United States Internal Revenue Service.

     "IT Assets" shall mean Seller's  computers,  computer  software,  firmware,
middleware, servers, workstations,  routers, hubs, switches, data communications
lines,  and all  other  information  technology  equipment,  and all  associated
documentation.

     "Knowledge" as used with respect to a Person (including  references to such
Person being aware of a particular  matter)  means those facts that are known by
any officer with the title ranking not less than vice president or a director of
such Person, or a consultant,  or full-time or part-time  employee of Seller and
includes any facts,  matters or  circumstances  set forth in any written  notice
from any regulatory  agency or any other material  written notice received by an
officer  with the title  ranking not less than vice  president  or a director of
that Person.  For purposes of this  definition,  an officer or director  will be
deemed to have  "Knowledge"  of a  particular  fact or other matter if a prudent
individual  could be expected to discover or otherwise become aware of such fact
or  other  matter  in  the  course  of  conducting  a  reasonably  comprehensive
investigation concerning the existence of such fact or other matter.

     "Licensed  Intellectual  Property" means Intellectual  Property that Seller
has licensed or otherwise permitted by other Persons to use.

     "Listed Intellectual  Property" shall have the meaning set forth in Section
3.10(a).

     "Material  Adverse  Effect"  shall mean an effect which (A) is material and
adverse to the assets, business,  financial condition,  results of operations or
prospects of Seller or Purchaser,  as the context may dictate,  or (B) adversely
affects the ability of Seller or  Purchaser,  as the  context  may  dictate,  to
perform its material  obligations  hereunder  or (C)  materially  and  adversely
affects the timely consummation of the transactions contemplated hereby.

     "Materials  of  Environmental  Concern"  means  pollutants,   contaminants,
wastes,  toxic  substances,  petroleum  and  petroleum  products,  and any other
materials  regulated under Environmental  Laws,  including,  but not limited to,
radon,  radioactive  material,  asbestos,   asbestos-containing  material,  urea
formaldehyde foam insulation,  lead,  polychlorinated  biphenyl,  flammables and
explosives.

     "Merger"  shall mean the merger of Seller with and into Merger Sub pursuant
to the terms hereof.

     "Merger Consideration" shall mean the cash in an aggregate per share amount
to be paid by Purchaser for each share of Seller  Common Stock,  as set forth in
Section 2.02(a).

     "NASD" shall mean the National Association of Securities Dealers, Inc.

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     "Paying  Agent"  shall  mean  such  bank or trust  company  or other  agent
designated  by  Purchaser,  which shall act as agent for Purchaser in connection
with  the  exchange  procedures  for  exchanging  Certificates  for  the  Merger
Consideration. Purchaser may act as its own Paying Agent.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation or any successor
thereto.

     "Person"  shall  mean  any  individual,   consultant  (including  part-time
employee) corporation, partnership, joint venture, association, trust or "group"
(as that term is defined under the Exchange Act).

     "Pre-Effective  Time Tax Period" means any taxable period (or the allocable
portion of a Straddle  Period)  ending on or before the close of business on the
date the Effective Time occurs.

     "Proxy Statement" shall have the meaning set forth in Section 7.02.

     "Purchaser"  shall  mean  Energy  Services  Acquisition  Corp.,  a Delaware
corporation,  with its principal executive offices located at 2450 First Avenue,
Huntington, West Virginia 25703.

     "Rights"  shall mean warrants,  options,  rights,  convertible  securities,
stock  appreciation  rights and other arrangements or commitments which obligate
an entity to issue or dispose  of any of its  capital  stock or other  ownership
interests or which provide for compensation based on the equity  appreciation of
its capital stock.

     "SEC" shall mean the  Securities  and Exchange  Commission or any successor
thereto.

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "Securities  Laws" shall mean the  Securities  Act; the  Exchange  Act; the
Investment Company Act of 1940, as amended; the Investment Advisers Act of 1940,
as amended;  the Trust  Indenture  Act of 1939,  as  amended;  and the rules and
regulations of the SEC promulgated thereunder.

     "Seller" shall have the meaning set forth in the preamble.

     "Seller  Group"  means  any  combined,   unitary,   consolidated  or  other
affiliated group within the meaning of Section 1504 of the Code or otherwise, of
which Seller has been a member for Tax purposes.

     "Seller Stock" shall mean the shares of issued and outstanding stock of the
Seller held by James E. Shafer and Pauletta Sue Shafer.

     "Seller  Stockholders  Meeting" shall have the meaning set forth in Section
7.01.

     "Stockholder Approval" shall have the meaning set forth in Section 8.01(a).

     "Straddle  Period" means any taxable period that includes (but does not end
on) the Closing Date.

     "Superior Proposal" shall mean an Acquisition Proposal,  which the Board of
Directors of Seller reasonably  determines (after  consultation with a financial
advisor of nationally  recognized  reputation)  to be (i) more  favorable to the
stockholders  of Seller from a financial  point of view than the Merger  (taking
into account all the terms and  conditions of such  proposal and this  Agreement
(including  any changes to the  financial  terms of this  Agreement  proposed by
Purchaser in response to such offer or otherwise)) and (ii)  reasonably  capable
of being  completed,  taking into account all financial,  legal,  regulatory and
other aspects of such proposal.

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     "Surviving Corporation" shall have the meaning set forth in Section 2.01.

     "Tax" means any and all (a)  federal,  state,  local or foreign tax, fee or
other like assessment or charge of any kind, including,  without limitation, any
net income,  alternative or add-on minimum tax,  gross income,  gross  receipts,
sales, use, ad valorem,  value-added,  transfer,  franchise,  profits,  license,
payroll,  employment,  social security (or similar),  unemployment,  disability,
registration,  estimated,  excise, severance,  stamp, capital stock, occupation,
property,  environmental  or windfall tax,  premium,  customs duty or other tax,
together with any interest,  penalty or additions  thereto,  whether disputed or
not; (b)  liability  for the payment of Tax as the result of  membership  in the
Seller Group;  and (c)  transferee or secondary  liability in respect of any Tax
(whether imposed by law or contractual arrangement).

     "Tax Return" means any return (including  estimated returns),  declaration,
report,  claim for refund,  or information  return or statement or any amendment
thereto  relating  to  Taxes,   including  any  such  document  prepared  on  an
affiliated,  consolidated,  combined or unitary  group basis and any schedule or
attachment thereto.

     "Taxing Authority" means any governmental or regulatory authority,  body or
instrumentality  exercising any authority to impose,  regulate or administer the
imposition of Taxes.

     "Termination Date" shall mean August 30, 2008.

     "Trade Secrets" means confidential information, trade secrets and know-how,
including  confidential  processes,   schematics,  business  methods,  formulae,
drawings, prototypes, models, designs, customer lists and supplier lists.

     "Treasury  Stock"  means all shares of Seller Stock held in the treasury of
Seller  (other than shares held in a fiduciary  capacity or in  connection  with
debts previously contracted).

     "Voting Agreement" shall have the meaning set forth in the recitals to this
Agreement.

     "WVBCA" shall mean the West Virginia Business Corporation Act.

     Other terms used herein are defined in the preamble  and  elsewhere in this
Agreement.

                                  ARTICLE II.

                                   THE MERGER

Section 2.01      Structure of the Merger.

     Subject to the terms and conditions of this Agreement, Purchaser will cause
a West Virginia  corporation  to be organized as a wholly owned special  purpose
Subsidiary of Purchaser  ("Merger Sub"). At the Effective Time,  Merger Sub will
merge  with and into  Seller,  with  Seller  being  the  surviving  entity  (the
"Surviving  Corporation"),  pursuant to the  provisions  of, and with the effect
provided in, the WVBCA and pursuant to the terms and  conditions of an agreement
and plan of merger ("Plan of Merger") to be entered into between  Merger Sub and
Seller  in the  form  attached  hereto  as  Exhibit  B. The  separate  corporate
existence of Merger Sub shall thereupon cease. The Surviving  Corporation  shall
be governed by the laws of the State of West Virginia and its separate corporate
existence with all of its rights, privileges,  immunities, powers and franchises
shall continue  unaffected by the Merger. At the Effective Time, the certificate

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of  incorporation  and bylaws of Seller  shall be amended in their  entirety  to
conform to the certificate of  incorporation  and bylaws of Merger Sub in effect
immediately  prior to the  Effective  Time and shall become the  certificate  of
incorporation  and bylaws of the Surviving  Corporation.  At the Effective Time,
the directors and officers of Merger Sub shall become the directors and officers
of the Surviving Corporation. As part of the Merger, each share of Seller Common
Stock  will be  converted  into the right to receive  the  Merger  Consideration
pursuant to the terms of Section 2.03.  Seller  acknowledges  that the structure
may  change in the event  Purchaser  enters  into an  agreement  to engage in an
"Additional  Transaction"  as  defined  in  Section  4.09.  Notwithstanding  the
foregoing,  Purchaser may, at its own  discretion,  alter the means by which the
Merger is affected  provided that such  alteration  does not change the (i) form
and amount of the Merger Consideration or (ii) tax consequences of the Merger to
Seller's shareholders.

Section 2.02      Effect on Outstanding Shares.

     (a) By virtue of the  Merger,  automatically  and without any action on the
part of the holder thereof,  each share of Seller Stock,  issued and outstanding
at the Effective Time shall become and be converted into the right to receive up
to $15,200 in cash without interest (the "Merger Consideration"),  provided that
the total cash payment due shall not exceed $19.0 million which shall be reduced
by the book value of certain  assets set forth at Schedule  2.02 and a reduction
of $3.0 million.  The $3.0 million reduction shall constitute a deferred payment
to be  paid  proportionally  to  each  shareholder  based  on  their  respective
ownership  interests in Seller three annual installments on the anniversary date
of the Closing  Date,  and the  installment  payments  shall earn  interest at a
simple  rate of 7.5% per  annum.  The third  installment  shall be reduced in an
amount equal to 50% of any loss (up to $2.0  million) on the  Equitrans  Project
reflected in the financial  statements from the Closing Date until the Equitrans
Project is completed.  Purchaser reserves the right, in its sole discretion,  to
make the deferred  payments prior to the installment due date. Any such payments
due under this  Section  2.02 shall be  adjusted  to reflect  any  payments  due
pursuant to Section 6.12.  Any such payments due under Section 6.12 shall be due
no later than 30 days following the execution of IRS Form 8023.

     (b) As of the Effective Time, all shares of Seller Stock shall no longer be
outstanding and shall be automatically  cancelled and retired and shall cease to
exist, and each holder of a Certificate formerly  representing any such share of
Seller  Stock shall cease to have any rights with  respect  thereto,  except the
right to receive the Merger Consideration. After the Effective Time, there shall
be no transfers on the stock transfer books of Seller.

Section 2.03      Exchange Procedures.

     (a) Immediately  prior to the Effective Time, each  Certificate  previously
representing  shares of Seller Stock shall  represent  only the right to receive
the Merger Consideration.

     (b) As of the Effective Time, Purchaser shall deposit, or shall cause to be
deposited  with the Paying  Agent  pursuant  to the terms of an  agreement  (the
"Paying Agent  Agreement")  in form and  substance  reasonably  satisfactory  to
Purchaser,  for the  benefit  of the  holders  of shares of  Seller  Stock,  for
exchange in accordance  with this Section 2.03, an amount of cash  sufficient to
pay the aggregate  Merger  Consideration to be paid pursuant to Section 2.02(a).
Purchaser may act as its own paying agent.

     (c)  At  the  Effective   Time,  each  Seller  shall  present  their  stock
certificate to Purchaser for payment of the Merger Consideration as described at
Section 2.02.

     (d) From and after the Effective  Time,  there shall be no transfers on the
stock  transfer  records  of Seller of any  shares  of  Seller  Stock  that were
outstanding immediately prior to the Effective Time. If after the Effective Time

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Certificates are presented to Purchaser or the Surviving Corporation, they shall
be canceled and exchanged for the Merger  Consideration  deliverable  in respect
thereof  pursuant to this Agreement in accordance  with the procedures set forth
in this Section 2.03.

Section 2.04      Dissenters' Rights.

     Each of the holders of Seller  Stock  hereby  waive their rights to perfect
their dissenters' rights of appraisal under the WVBCA.

Section 2.05      Closing; Effective Time.

     Subject  to the  satisfaction  or  waiver  of  all  conditions  to  closing
contained in Article VIII hereof, the Closing shall occur (i) no later than five
business  days  following the latest to occur of (a) the receipt of all required
regulatory  approvals and the expiration of any applicable  waiting periods,  or
(b) the approval of the Merger by the  stockholders  of Seller,  or (ii) at such
other  date  or time  upon  which  Purchaser  and  Seller  mutually  agree  (the
"Closing").  The Merger  shall be  effected  by the filing of a  certificate  of
merger with the West Virginia  Secretary of State on the day of the Closing (the
"Closing  Date"),  in accordance with the WVBCA.  The "Effective Time" means the
date and time upon which the  certificate  of merger is filed with the  Delaware
and the West Virginia Office of the Secretary of State,  or as otherwise  stated
in the certificate of merger, in accordance with the WVBCA.

Section 2.06      Additional Transaction.

     Notwithstanding   anything   contained  in  this  Agreement,   the  parties
acknowledge that in order to consummate the Merger the Purchaser must enter into
a business  combination  or  combinations  in which the fair market value of the
business or businesses acquired simultaneously with the transaction contemplated
by this Agreement is equal to at least 80% of Purchaser's net assets  (excluding
any  deferred  compensation  held by  Ferris  Baker  Watts,  Incorporated)  when
combined  with the  transactions  contemplated  by this  Agreement.  The  Seller
acknowledges  that the Merger must be completed  simultaneously  with such other
business combination or combinations, referenced to in this Section.

                                  ARTICLE III.

                    REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller  represents and warrants to Purchaser that the statements  contained
in this  Article III are true and correct as of the date of this  Agreement  and
will be true and  correct as of the  Closing  Date (as  though  made then and as
though  the  Closing  Date  were  substituted  for the  date  of this  Agreement
throughout this Article III),  except as set forth in the Disclosure  Letter (as
defined below)  delivered by Seller to Purchaser  prior to the execution of this
Agreement.

Section 3.01      Disclosure Letter.

     On or prior to the date hereof,  Seller has delivered to Purchaser a letter
(the   "Disclosure   Letter")   setting  forth,   among  other  things,   facts,
circumstances  and events the disclosure of which are required or appropriate in
relation to any or all of its covenants,  representations  and  warranties  (and
making specific reference to the section of this Agreement to which such section
of the Disclosure Letter relates);  provided, that the mere inclusion of a fact,
circumstance or event in the Disclosure  Letter shall not be deemed an admission
by a party that such item  represents a material  exception or that such item is
reasonably likely to result in a Material Adverse Effect.  The Disclosure Letter
is true, correct and complete in all material respects.

                                       7
<Page>

Section 3.02      Organization.

     (a) Seller is a corporation  duly organized,  validly  existing and in good
standing under the laws of the State of West Virginia.  Seller has all requisite
corporate power and authority to own, lease and operate its properties and carry
on its  business as now  conducted.  Seller is duly  licensed or qualified to do
business in each jurisdiction  where its ownership or leasing of property or the
conduct of its business requires such qualification.

     (b)  Seller  has no  subsidiaries.  The  Disclosure  Letter  sets forth all
entities  (whether  corporations,   partnerships,   or  similar  organizations),
including the corresponding  percentage ownership in which Seller owns, directly
or  indirectly,  5% or more of the  ownership  interests  as of the date of this
Agreement,  indicates its  jurisdiction  of  organization  and the  jurisdiction
wherein it is qualified to do business.

     (c)  Prior to the date of this  Agreement,  Seller  has made  available  to
Purchaser true and correct copies of the certificate of incorporation or charter
and bylaws of Seller.

Section 3.03      Capitalization.

     (a) The  authorized  capital  stock of Seller  consists of 1,250  shares of
Seller  Stock.  As of the date of this  Agreement:  1,250 shares of Seller Stock
were issued and outstanding. James E. Shafer owns 610 shares of Seller Stock and
Pauletta Sue Shafer owns 640 shares of Seller Stock.  All outstanding  shares of
Seller Stock are validly issued, fully paid and nonassessable and not subject to
any  preemptive  rights  and,  with  respect  to  shares  held by  Seller in its
treasury, are free and clear of all liens, claims,  encumbrances or restrictions
and there are no  agreements  or  understandings  with  respect to the voting or
disposition of any such shares.

     (b) No bonds,  debentures,  notes or other indebtedness having the right to
vote on any  matters  on which  stockholders  of Seller  may vote are  issued or
outstanding.  Set forth in the Disclosure  Letter is a listing of all the seller
debt outstanding including interest rate and payment terms.

     (c) As of the date of this Agreement and, except for this Agreement, Seller
does not have or is bound by any Rights obligating  Seller to issue,  deliver or
sell, or cause to be issued, delivered or sold, any additional shares of capital
stock of Seller or  obligating  Seller to grant,  extend or enter  into any such
Right. As of the date hereof, there are no outstanding  contractual  obligations
of Seller to repurchase, redeem or otherwise acquire any shares of capital stock
of Seller.

Section 3.04      Authority; No Violation.

     (a) Seller has full  corporate  power and  authority to execute and deliver
this Agreement,  the Plan of Merger and,  subject to the receipt of any required
regulatory   approvals   and  the   approval  of  this   Agreement  by  Seller's
stockholders,  to consummate the transactions contemplated hereby. The execution
and  delivery of this  Agreement by Seller and the  completion  by Seller of the
transactions  contemplated  hereby  have been duly and  validly  approved by the
Board of Directors of Seller.  This Agreement has been duly and validly executed
and delivered by Seller,  and subject to approval by the  stockholders of Seller
and receipt of any required  approvals or  consents,  constitutes  the valid and
binding obligation of Seller,  enforceable against Seller in accordance with its
terms, subject to applicable  bankruptcy,  insolvency and similar laws affecting
creditors'  rights  generally,  and subject,  as to  enforceability,  to general
principles of equity, whether applied in a court of law or a court of equity.

                                       8
<page>

     (b) Subject to receipt of any required  approvals  and consents and receipt
of  the  approval  of  the  stockholders  of  Seller,  the  consummation  of the
transactions  contemplated hereby and compliance by Seller with any of the terms
or  provisions  hereof  will  not:  (i)  conflict  with or result in a breach or
violation  of  or  a  default  under  any  provision  of  the   Certificate   of
Incorporation or Bylaws of Seller;  (ii) violate any statute,  code,  ordinance,
rule, regulation,  judgment, order, writ, decree, governmental permit or license
or  injunction  applicable  to Seller or any of their  respective  properties or
assets or enable  any  person to  enjoin  the  Merger or the other  transactions
contemplated hereby; or (iii) violate,  conflict with, result in a breach of any
provisions of,  constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under,  result in the termination of,
accelerate the  performance  required by, or result in a right of termination or
acceleration  or the creation of any lien,  security  interest,  charge or other
encumbrance  upon any of the  properties  or assets  of Seller  under any of the
terms, conditions or provisions of any material note, bond, mortgage, indenture,
deed of trust,  license,  lease,  agreement or other instrument or obligation to
which Seller is a party, or by which they or any of their respective  properties
or assets may be bound or affected.

Section 3.05      Consents.

     Except for any required vote of the  stockholders  of Seller and Purchaser,
no  consents,   waivers  or   approvals   of,  or  filings,   registrations   or
authorizations  with,  any  Governmental  Entity is necessary,  and no consents,
waivers or approvals of, or filings,  registrations or authorizations  with, any
other third  parties are  necessary,  in  connection  with (a) the execution and
delivery  of this  Agreement  by  Seller,  and the  completion  by Seller of the
Merger. Seller has no reason to believe that (i) any required approvals or other
required  consents or approvals  will not be  received,  or that (ii) any public
body or authority,  the consent or approval of which is not required or to which
a filing is not  required,  will object to the  completion  of the  transactions
contemplated  by this  Agreement.  Seller is not  subject to  regulation  of its
business or  operations  under any Federal law (to the extent Seller is required
to  register  or file  reports  with any  Government  Entity)  or  state  public
utilities laws.

Section 3.06      Absence of Certain Changes or Events.

     Since December 31, 2005 (i) Seller has not incurred any  liability,  except
in the  ordinary  course of its business  consistent  with past  practice;  (ii)
Seller has  conducted its business only in the ordinary and usual course of such
business;  and  (iii)  there  has not  been  any  condition,  event,  change  or
occurrence  that,  individually  or in the aggregate,  has had, or is reasonably
likely to have, a Material Adverse Effect.

Section 3.07      Taxes.

     (a) (i)  Seller  has filed or caused to be filed,  and with  respect to Tax
Returns due between the date of this  Agreement and the date the Effective  Time
occurs,  will timely file (including any applicable  extensions) all Tax Returns
required to be filed,  (ii) all such Tax Returns are, or in the case of such Tax
Returns not yet filed,  will be,  true,  complete  and  correct in all  material
respects and such Tax Returns  correctly  reflected  (or in the case of such Tax
Returns not yet filed,  will correctly  reflect) the facts regarding the income,
business, assets, operations, activities, status and other matters of Seller and
any  other  information  required  to be shown  thereon,  and (iii) all Taxes of
Seller  (whether or not  reflected  on any such Tax Returns)  attributable  to a
Pre-Effective  Time Tax Period  have been,  or in the case of Taxes the due date
for  payment of which is  between  the date of this  Agreement  and the date the
Effective Time occurs, timely paid in full, including,  without limitation,  all
Taxes  which  Seller is  obligated  to  withhold  for  amounts  paid or owing to
employees,  independent  contractors,  stockholders  creditors  and other  third
parties other than Taxes that have been reserved or accrued and which the Seller
is contesting in good faith.

                                       9
<page>
     (b) The most recent  financial  statements  for Seller  reflect an adequate
reserve  for all Taxes  payable by Seller for all taxable  periods and  portions
thereof through the date of such financial statements, and, in the case of Taxes
owed as of the date  hereof,  an  adequate  reserve  is (and  until the date the
Effective  Time occurs will  continue to be) reflected in the accruals for Taxes
payable,  other than accruals  established  to reflect  timing  differences  and
accruals reflected only in the notes thereto.

     (c) There are no liens for Taxes,  except for  statutory  liens not yet due
with respect to any of the assets or properties of Seller.

     (d) (i) No Tax  Return of Seller  has  within  the past ten (10) years been
examined by the Internal Revenue Service or state taxing authority,  (ii) no Tax
Return of Seller is under audit or  examination  by any other Taxing  Authority,
and (iii) no notice of such an audit or examination has been received by Seller.

     (e)  Each  deficiency,  if any,  resulting  from any  audit or  examination
relating  to Taxes by any  Taxing  Authority  has been  timely  paid.  No issues
relating to Taxes were raised by the relevant Taxing  Authority in any completed
audit or examination that can reasonably be expected to recur in a later taxable
period.  The relevant  statute of  limitations is closed with respect to the Tax
Returns of Seller for all years  through  2001.  Seller  has made  available  to
Purchaser  documents  setting  forth  the  dates of the most  recent  audits  or
examinations  of the Seller by any Taxing  Authority in respect of Taxes for all
taxable periods for which the statute of limitations has not yet expired.

     (f) Seller is not a party to or is bound by any Tax sharing agreement,  Tax
indemnity obligation or similar agreement,  arrangement or practice with respect
to Taxes (including,  without limitation, any advance pricing agreement, closing
agreement or other agreement relating to Taxes with any Taxing Authority).

     (g) Seller will not be required to include in a taxable period ending after
the date of the Effective  Time any taxable income  attributable  to income that
accrued,  but was not  recognized,  in a  Pre-Effective  Time Tax Period (or the
portion of a Straddle Period allocable to the Pre-Effective  Time Tax Period) as
a result of an adjustment under Section 481 of the Code, the installment  method
of accounting,  the long-term contract method of accounting,  the cash method of
accounting, any comparable provision of state, local, or foreign Tax law, or for
any other reason.

     (h) There are no outstanding agreements or waivers extending, or having the
effect of extending,  the statutory  period of limitation  applicable to any Tax
Returns  required  to be filed  with  respect  to  Seller,  and  Seller  has not
requested  any  extension  of time within  which to file any Tax  Return,  which
return has not yet been filed.  No power of attorney  with  respect to any Taxes
has been executed or filed with any Taxing Authority by or on behalf of Seller.

     (i) Seller has complied in all respects with all  applicable  laws relating
to the payment and withholding of Taxes (including withholding of Taxes pursuant
to Sections 1441, 1442, 3121 and 3402 of the Code or any comparable provision of
any state,  local or foreign  laws) and have,  within the time and in the manner
prescribed by applicable  law,  withheld from and paid over to the proper Taxing
Authorities  all amounts  required  to be so  withheld  and paid over under such
laws.

     (j) Seller has not been a party to any  distribution  occurring  during the
last  five  years  in  which  the  parties  to  such  distribution  treated  the
distribution as one to which Section 355 of the Code applied.

                                       10

<page>
     (k)  Seller  is not a party  to any  "listed  transaction"  as  defined  in
Treasury Regulation Section 1.6011-4(b)(2).

     (l) The Tax Returns  filed by Seller do not contain a disclosure  statement
under  former  Section  6661 of the  Code or  Section  6662 of the  Code (or any
similar provision of state, local or foreign Tax law).

     (m) Seller has not been, at any time during the applicable  time period set
forth in Section  897(c)(1) of the Code, a United States real  property  holding
company within the meaning of Section 897(c)(2) of the Code.

     (n) Seller has made  available to Purchaser for inspection (i) complete and
correct  copies of all material Tax Returns of Seller  relating to Taxes for all
taxable  periods for which the  applicable  statute of  limitations  has not yet
expired,  and (ii) complete and correct  copies of all private  letter  rulings,
revenue  agent  reports,  information  document  requests,  notices of  proposed
deficiencies,  deficiency  notices,  protests,  petitions,  closing  agreements,
settlement  agreements,  pending  ruling  requests,  and any similar  documents,
submitted  by,  received  by or agreed  to by or on behalf of Seller  or, to the
extent related to the income, business, assets, operations, activities or status
of Seller and relating to Taxes for all taxable periods for which the statute of
limitations has not yet expired.

     (o) The Disclosure Letter sets forth each state, county,  local,  municipal
or foreign  jurisdiction  in which Seller  files,  or is or has been required to
file,  a Tax Return  relating  to state and local  income,  franchise,  license,
excise, net worth,  property or sales and use taxes or is or has been liable for
any Taxes on a  "nexus"  basis at any time for a  taxable  period  for which the
relevant statutes of limitation have not expired. Seller has not received notice
of any claim by a Taxing Authority in a jurisdiction  where Seller does not file
Tax Returns that Seller is or may be subject to taxation by such jurisdiction.

     (p) Seller has made a valid  election  under Section 1362 of the Code to be
treated as an S corporation for federal income tax purposes,  and made a similar
election under comparable  provisions of state, local or foreign Tax law. At all
times since  making its  election to be treated as an S  Corporation  Seller has
been  treated as an S  Corporation  or a QSub (as defined  below) for income tax
purposes. Seller is in compliance with requirements for maintaining its election
as an S Corporation.

     (q) Seller has two stockholders. Each stockholder of Seller has been, as of
the date they acquired Seller Stock, and continue to be "eligible  shareholders"
as defined under Section 1361 of the Code.

     (r) Each controlled  corporation  that had or has any of its stock owned by
Seller  was,  is, and will be  properly  treated as a  qualified  S  Corporation
Subsidiary  (QSubs),  as defined under Section 1361 of the Code, of Seller.  All
QSub  elections  required to be made to satisfy the  condition  expressed in the
previous sentence were properly made on a timely basis.

     (s) Seller has no liability or potential  liability  for any tax under Code
Section  1374.  Seller has not in the past 10 years,  (A)  acquired  assets from
another  corporation  in a  transaction  in which  Seller's  tax  basis  for the
acquired  assets was  determined,  in whole or in part,  by reference to the tax
basis  of the  acquired  assets  (or any  other  property)  in the  hands of the
transferor or (B) acquired the controlling  stock of any corporation that is not
a qualified Corporation Subsidiary.

                                       11

<page>
Section 3.08      Material Contracts; Leases; Defaults.

     (a) Except as set forth in the Disclosure Letter,  Seller is not a party to
or subject to: (i) any  employment,  consulting  or severance  contract with any
past or present  officer,  director or employee of Seller,  except for "at will"
arrangements;  (ii)  any  plan or  contract  providing  for  bonuses,  pensions,
options,  or other equity deferred  compensation,  retirement  payments,  profit
sharing,  insurance  benefits,  death  benefits,  health,  medical or disability
benefits  or  similar  material  arrangements  for or with any  past or  present
officers,  directors  or employees of Seller;  (iii) any  collective  bargaining
agreement  with any labor  union  relating  to  employees  of  Seller;  (iv) any
agreement which by its terms limits the payment of Dividends by Seller;  (v) any
instrument  evidencing  or related to  indebtedness  for borrowed  money whether
directly or indirectly,  by way of purchase money obligation,  conditional sale,
lease  purchase,  guaranty or otherwise;  (vi) any other  agreement,  written or
oral, not terminable on 60 days' notice,  that obligates  Seller for the payment
of more  than  $100,000  annually;  or (vii)  any  agreement  (other  than  this
Agreement), contract, arrangement,  commitment or understanding (whether written
or oral) that restricts or limits in any material way the conduct of business by
Seller (it being  understood that any non-compete or similar  provision shall be
deemed material).

     (b)  Subject  to any  consents  that may be  required  as a  result  of the
transactions contemplated by this Agreement,  Seller is not in default under any
material contract, agreement,  commitment,  arrangement, lease, insurance policy
or other  instrument to which it is a party, by which its assets,  business,  or
operations may be bound or affected, or under which it or its assets,  business,
or operations receive benefits,  and there has not occurred any event that, with
the  lapse of time or the  giving of notice  or both,  would  constitute  such a
default.

     (c) True and correct copies of agreements,  contracts, leases, arrangements
and instruments referred to in Sections 3.08(a) and (b) have been made available
to Purchaser on or before the date hereof,  are listed on the Disclosure  Letter
and are in full force and effect on the date hereof and enforceable  against the
counterparty to which it relates.

     (d) The Disclosure  Letter provides a complete and accurate  description of
all debt and  guaranties  of debt of Seller  outstanding  as of the date of this
Agreement.

Section 3.09      Ownership of Property; Insurance Coverage.

     (a) Except as set forth in the Disclosure  Letter,  Seller has good and, as
to real property,  marketable title to all assets and properties owned by Seller
in the conduct of its businesses, whether such assets and properties are real or
personal, tangible or intangible, including assets and property reflected in the
balance  sheet  contained  in the most recent  Seller  financial  statements  or
acquired  subsequent  thereto  (except  to  the  extent  that  such  assets  and
properties have been disposed of in the ordinary  course of business,  since the
date of such  balance  sheet and except to the extent  that the  failure to have
good title to any personal  property  would not reasonably be expected to have a
Material Adverse Effect), subject to no encumbrances, liens, mortgages, security
interests or pledges. All existing leases and commitments to lease constitute or
will constitute  operating leases for both tax and financial accounting purposes
and the lease expense and minimum rental commitments with respect to such leases
and lease  commitments  are as  disclosed  in all  respects  in the notes to the
Seller  financial  statements.  Each real  estate  lease that will  require  the
consent of the lessor or its agent to  consummate  the  effects  intended by the
Merger or otherwise as a result of the Merger by virtue of the terms of any such
lease is listed in the Disclosure  Letter  identifying  the section of the lease
that contains such prohibition or restriction.

     (b) With respect to all  agreements  pursuant to which Seller has purchased
securities  subject to an agreement to resell,  if any, Seller,  as the case may

                                       12
<page>

be, has a lien or security  interest  (which to Seller's  Knowledge  is a valid,
perfected  first  lien) in the  securities  or  other  collateral  securing  the
repurchase  agreement,  and the value of such  collateral  equals or exceeds the
amount of the debt secured thereby.

     (c) Seller  currently  maintains  insurance  for  reasonable  amounts  with
financially  sound and  reputable  insurance  companies,  against  such risks as
companies  engaged in a similar business would, in accordance with good business
practice,  customarily  be  insured.  Seller has not  received  notice  from any
insurance  carrier  that (i) such  insurance  will be canceled or that  coverage
thereunder will be reduced or eliminated,  or (ii) premium costs with respect to
such policies of insurance will be substantially increased.  There are presently
no material  claims pending under such policies of insurance and no notices have
been  given by Seller  under  such  policies.  All such  insurance  is valid and
enforceable  and  in  full  force  and  effect.  The  Seller  Disclosure  Letter
identifies  all policies of insurance  maintained by Seller as well as the other
matters required to be disclosed under this Section.

Section 3.10      Intellectual Property.

     (a) The  Disclosure  Letter sets forth a true and complete  list of all (i)
registered and/or material  Intellectual Property owned by Seller indicating for
each registered item the  registration or application  number and the applicable
filing jurisdiction (collectively,  the "Listed Intellectual Property").  Seller
exclusively  owns  (beneficially,  and of record  where  applicable)  all Listed
Intellectual  Property,  free and clear of all encumbrances,  exclusive licenses
and non-exclusive  licenses not granted in the ordinary course of business.  The
Listed Intellectual  Property is valid,  subsisting and enforceable,  and is not
subject  to any  outstanding  order,  judgment,  decree or  agreement  adversely
affecting the Seller's use thereof or its rights thereto.  Seller has sufficient
rights  to use all  Intellectual  Property  used in its  business  as  currently
conducted.  To Seller's Knowledge,  Seller does not and has not in the past five
years infringed or otherwise  violated the  Intellectual  Property rights of any
third  party.  There  is  no  material  litigation,  opposition,   cancellation,
proceeding,  objection  or claim  pending,  asserted or  threatened  against the
Seller  concerning the  ownership,  validity,  registerability,  enforceability,
infringement or use of, or licensed right to use, any Intellectual  Property. To
the Seller's Knowledge, (x) no valid basis for any such litigation,  opposition,
cancellation,  proceeding, objection or claim exists, (y) no Person is violating
any Listed Intellectual  Property or other Intellectual  Property right owned or
held exclusively by Seller, and (z) the Licensed Intellectual Property is valid,
subsisting  and  enforceable  and  is not  subject  to  any  outstanding  order,
judgment,  decree or agreement  adversely  affecting the Seller's use thereof or
its  rights  thereto.  Consummation  of the  transactions  contemplated  by this
Agreement  will not terminate or alter the terms pursuant to which the Seller is
permitted  to use any  Licensed  Intellectual  Property  and will not create any
rights by third parties to use any Intellectual  Property owned by the Purchaser
(other than any  termination,  alteration or creation of any rights that results
from action of the Purchaser and its Affiliates).

     (b) The Seller has taken  commercially  reasonable  measures to protect the
confidentiality of all Trade Secrets that are owned, used or held by Seller, and
to the Seller's Knowledge,  such Trade Secrets have not been used,  disclosed to
or  discovered  by  any  Person  except   pursuant  to  valid  and   appropriate
non-disclosure  and/or license  agreements which have not been breached.  Seller
has exercised  commercially  reasonable  efforts to ensure that Seller's current
and prior  employees who have access to confidential  information  have executed
valid  intellectual  property and  confidentiality  agreements or are obligated,
pursuant to Seller policies, to maintain the confidentiality of such information
for the  benefit  of Seller on terms and  conditions  consistent  with  industry
standards. All Intellectual Property developed under contract to Seller has been
assigned to Seller.

     (c) To  Seller's  Knowledge,  the IT  Assets  operate  and  perform  in all
respects in accordance with their  documentation  and functional  specifications
and  otherwise as required by Seller in connection  with its business,  and have
not malfunctioned or failed within the past three years. To Seller's  Knowledge,

                                       13
<page>

the IT Assets do not contain any "time bombs,"  "Trojan  horses,"  "back doors,"
"trap doors," "worms,"  viruses,  bugs,  faults or other devices or effects that
(i) enable or assist any person to access without  authorization  the IT Assets,
or (ii) otherwise  significantly  adversely  affect the  functionality of the IT
Assets,  in either case except as  disclosed in its  documentation.  To Seller's
Knowledge, no person has gained unauthorized access to the IT Assets. Seller has
implemented  commercially  reasonable  backup and disaster  recovery  technology
consistent with industry practices.

     (d) To Seller's  Knowledge,  none of the software  owned by it contains any
shareware,  open source code, or other software whose use requires disclosure or
licensing of Intellectual Property.

Section 3.11      Labor Matters.

     Other than as set forth in the  Disclosure  Letter,  Seller is not, and has
not ever  been,  a party  to, or is or has ever been  bound by,  any  collective
bargaining agreement, contract, or other agreement or understanding with a labor
union or labor  organization with respect to its employees and no such agreement
or contract is currently being  negotiated by Seller,  nor is Seller the subject
of any  proceeding  asserting  that it has committed an unfair labor practice or
otherwise relating to labor matters involving any current or former employees of
Seller or  seeking  to compel it to bargain  with any labor  organization  as to
wages and  conditions of employment,  nor is any strike,  other labor dispute or
organizational  effort  involving Seller pending or, to the Knowledge of Seller,
threatened. Seller is in compliance with applicable laws regarding employment of
employees and retention of independent  contractors,  and are in compliance with
applicable employment tax laws.

Section 3.12      Legal Proceedings.

     Seller  is not a party to any,  and there are no  pending  or, to  Seller's
Knowledge,  threatened legal, administrative,  arbitration or other proceedings,
claims (whether asserted or unasserted),  actions or governmental investigations
or inquiries of any nature,  (i) against  Seller,  (ii) to which Seller's assets
are or may be subject, (iii) challenging the validity or propriety of any of the
transactions  contemplated  by this  Agreement,  or (iv) which  could  adversely
affect the ability of Seller to perform under this Agreement.

Section 3.13      Compliance With Applicable Law/Permits.

     (a) Seller is in  compliance in all material  respects with all  applicable
federal,  state,  local and foreign  statutes,  laws,  regulations,  ordinances,
rules, judgments, orders or decrees applicable to it, its properties, assets and
deposits,  its business,  and its conduct of business and its relationship  with
its employees.

     (b) Seller has all permits, licenses, authorizations,  orders and approvals
of, and has made all filings,  applications and registrations  that are required
in order to permit it to own or lease its properties and to conduct its business
as presently conducted; all such permits,  licenses,  consents,  certificates of
authority,  orders  and  approvals  are in full  force and  effect  and,  to the
Knowledge of Seller, no suspension or cancellation of any such permit,  license,
certificate,  consents,  order or approval is threatened or will result from the
consummation of the transactions contemplated by this Agreement.

Section 3.14      Employee Benefit Plans.

     (a) The  Disclosure  Letter  includes  a  descriptive  list  of all  plans,
programs,   policies,  payroll  practices,   contracts,   agreements  and  other
arrangements providing for bonus, incentive compensation, deferred compensation,
pension,  retirement  benefits  or  payments,  profit-sharing,   employee  stock

                                       14
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ownership,  stock bonus, stock purchase,  restricted stock, stock option,  stock
appreciation,   phantom  stock,  and  other  stock  and  stock  related  awards,
severance, welfare benefits, fringe benefits,  employment,  severance and change
in control benefits or payments and all other types of compensation and types of
compensation and compensation and benefit practices,  policies and arrangements,
in each case,  sponsored or  contributed  to,  required to be  contributed to or
maintained  by Seller in which any employee or former  employee,  consultant  or
former  consultant or director or former  director of Seller  participates or to
which any such  employee,  consultant  or  director  is a party or is  otherwise
entitled to receive benefits (the "Compensation and Benefit Plans").  Other than
as set forth in the  Disclosure  Letter,  Seller has no commitment to create any
additional  Compensation  and  Benefit  Plan or to  modify,  change or renew any
existing  Compensation  and  Benefit  Plan  (any  modification  or  change  that
increases the cost of such plans would be deemed  material),  except as required
by law or regulation to maintain the qualified  status thereof.  Seller has made
available to Purchaser true and correct copies of the  Compensation  and Benefit
Plans and amendments thereto. The Disclosure Letter identifies all payments made
by Seller to labor unions in connection  with the hiring or contracting of union
employees during the past 12 months.

     (b) Each  Compensation  and Benefit Plan has been operated and administered
in all material  respects in accordance  with its terms and with applicable law,
including,  but not limited  to,  ERISA,  the Code,  the Age  Discrimination  in
Employment  Act,  COBRA,   HIPAA  and  any  regulations  or  rules   promulgated
thereunder,  and all filings,  disclosures  and notices  required by ERISA,  the
Code, the Exchange Act, the Age  Discrimination  in Employment Act and any other
applicable law have been timely made or any interest,  fines, penalties or other
impositions  for late  filings  have been paid in full.  Each  Compensation  and
Benefit Plan which is an "employee  pension  benefit plan" within the meaning of
Section 3(2) of ERISA and which is intended to be qualified under Section 401(a)
of the Code is, and since its inception has been, so qualified, and has received
a favorable  determination  letter from the IRS,  and Seller is not aware of any
circumstances  which are  reasonably  likely to result in revocation of any such
favorable  determination  letter.  There is no pending or, to the  Knowledge  of
Seller threatened, action, suit or claim relating to any of the Compensation and
Benefit Plans (other than routine claims for  benefits).  Neither Seller has not
engaged in a  transaction,  or omitted to take any action,  with  respect to any
Compensation  and  Benefit  Plan that would  reasonably  be  expected to subject
Seller to an unpaid tax or penalty imposed by either Section 4975 of the Code or
Section 502 of ERISA.

     (c) Seller does not sponsor or contribute on behalf of its employees to any
tax-qualified  defined benefit pension plans within the meaning of ERISA Section
3(2)  subject to the minimum  funding  standards  of Section 412 of the Internal
Revenue  Code.  Similarly,   Seller  does  not  sponsor  or  contribute  to  any
nonqualified  plans or  deferred  compensation  subject to  Section  409A of the
Internal Revenue Code that would be considered defined benefit pension plans.

     (d)  All  contributions  required  to  be  made  under  the  terms  of  any
Compensation  and Benefit Plan or ERISA  Affiliate Plan or any employee  benefit
arrangements  to which Seller is a party or a sponsor have been timely made, and
all anticipated  contributions  and funding  obligations are accrued on Seller's
financial  statements  to the extent  required by GAAP.  Seller has expensed and
accrued  as a  liability  the  present  value  of  future  benefits  under  each
applicable  Compensation  and Benefit Plan for financial  reporting  purposes as
required by GAAP.

     (e) Except as set forth in the Disclosure Letter, Seller has no obligations
to provide  retiree  health,  life  insurance,  disability  insurance,  or death
benefits under any Compensation  and Benefit Plan, other than benefits  mandated
by Section 4980B of the Code and there has been no communication to employees by
Seller that would reasonably be expected to promise or guarantee such benefits.

     (f) With respect to each  Compensation  and Benefit  Plan,  if  applicable,
Seller has  provided or made  available  to  Purchaser  copies of the: (A) trust
instruments and insurance  contracts;  (B) two most recent Forms 5500 filed with
the IRS; (C) two most recent  actuarial  reports and financial  statements;  (D)

                                       15
<page>
most recent  summary  plan  description;  (E) most recent  determination  letter
issued by the IRS;  and (F) any Form 5310 or Form 5330 filed with the IRS within
the last two years.

     (g) The  consummation  of the  Merger  will  not,  directly  or  indirectly
(including,  without limitation, as a result of any termination of employment or
service at any time prior to or following the Effective  Time):  (A) entitle any
current or former employee,  consultant,  independent  contractor or director to
any payment or benefit (including  severance pay, change in control benefit,  or
similar compensation) or any increase in compensation, (B) result in the vesting
or  acceleration  of any benefits under any  Compensation  and Benefit Plan, (C)
result in any material  increase in benefits  payable under or the obligation to
fund  benefits  under any  Compensation  and  Benefit  Plan or (D) result in the
triggering or imposition of any  restrictions  or  limitations  on the rights of
Seller or the Purchaser to amend or terminate any Compensation and Benefit Plan.
The  consummation  of the Merger  will not,  directly or  indirectly  (including
without  limitation,  as a result of any termination of employment or service at
any time prior to or  following  the  Effective  Time),  entitle  any current or
former employee, director, consultant or independent contractor of Seller to any
actual  or deemed  payment  (or  benefit)  which  could  constitute  an  "excess
parachute payment" (as such term is defined in Section 280G of the Code).

     (h)  Seller  does  not  maintain  any  compensation   plans,   programs  or
arrangements   under   which  (i)  payment  is   reasonably   likely  to  become
non-deductible,  in whole or in part, for tax reporting  purposes as a result of
the  limitations  under Section  162(m) of the Code and the  regulations  issued
thereunder,  or (ii) any payment is  reasonably  likely to become  subject to an
excise tax under section 409A or 4999 of the Code.

     (i) There are no stock option, stock appreciation or similar rights, earned
dividends or dividend  equivalents,  or shares of restricted stock,  outstanding
under any of the  Compensation  and Benefit  Plans or  otherwise  as of the date
hereof and none will be granted, awarded, or credited after the date hereof.

     (j) Each  Compensation  and  Benefit  Plan can be  amended,  terminated  or
otherwise  discontinued without liability to the Seller,  Purchaser or any ERISA
Affiliate.

Section 3.15      Brokers, Finders and Financial Advisors.

     Neither Seller nor any of its respective officers, directors,  employees or
agents, has employed any broker,  finder or financial advisor in connection with
the  transactions  contemplated by this Agreement,  or incurred any liability or
commitment for any fees or commissions to any such person in connection with the
transactions contemplated by this Agreement.

Section 3.16      Environmental Matters.

     (a)  Except  as may be  set  forth  in any  Phase  I  Environmental  Report
identified in the  Disclosure  Letter (a true copy of which has been provided to
Purchaser), with respect to Seller:

     (i)  Seller's  Property  is, and has been,  in  compliance  in all material
respects with, and is not liable under, any Environmental Laws;

                                       16
<page>

     (ii) Seller has  received  no written  notice and does not  otherwise  have
Knowledge  that  there  is  any  suit,  claim,  action,  demand,   executive  or
administrative  order,  directive,  investigation or proceeding  pending and, to
Seller's Knowledge, no such action is threatened, before any court, governmental
agency or other forum  against it or any Property (x) for alleged  noncompliance
(including by any predecessor)  with, or liability under, any  Environmental Law
or (y)  relating  to the  presence  of or release  into the  environment  of any
Materials of Environmental Concern (as defined herein), whether or not occurring
at or on a site owned, leased or operated by it or any Property;

     (iii) Seller has received no written notice that there is any suit,  claim,
action, demand,  executive or administrative order, directive,  investigation or
proceeding  pending  and, to Seller's  Knowledge  no such action is  threatened,
before any court,  governmental  agency or other  forum (x)  relating to alleged
noncompliance  (including  by any  predecessor)  with, or liability  under,  any
Environmental  Law or (y)  relating  to the  presence  of or  release  into  the
environment of any Materials of Environmental Concern,  whether or not occurring
at or on a site owned, leased or operated by a Property;

     (iv) The  properties  currently  owned or  operated  by Seller  and, to the
Seller's  Knowledge,  the  Properties  (including,   without  limitation,  soil,
groundwater or surface water on, or under the properties, and buildings thereon)
are  not  contaminated  with  and do not  otherwise  contain  any  Materials  of
Environmental Concern;

     (v) There is no suit from any federal, state, local or foreign governmental
entity or any third party  indicating  that it may be in violation of, or liable
under, any Environmental Law;

     (vi) There are no underground  storage tanks on, in or under any properties
owned or operated by Seller, and, to Seller's Knowledge,  no underground storage
tanks have been  closed or removed  from any  properties  owned or  operated  by
Seller; and

     (vii)  During the period of (s)  Seller's  ownership or operation of any of
their  respective  current  properties  or  (t)  Seller's  participation  in the
management of any  property,  there has been no  contamination  by or release of
Materials of  Environmental  Concern in, on, under or affecting such  properties
that could  reasonably  be expected to result in  material  liability  under the
Environmental Laws. To Seller's  Knowledge,  prior to the period of (x) Seller's
ownership or  operation of any of their  respective  current  properties  or (y)
Seller's  participation  in  the  management  of  any  property,  there  was  no
contamination by or release of Materials of Environmental  Concern in, on, under
or affecting  such  properties  that could  reasonably  be expected to result in
material liability under the Environmental Laws.

     (viii) To Seller's  knowledge,  there is no reasonable  basis for any suit,
claim,  action,   demand,   executive  or  administrative  order,  directive  or
proceeding of a type described in Section 3.16(a)(ii) or (iii).

Section 3.17      Related Party Transactions.

     Seller  is not a party  to any  transaction  (including  any  loan or other
credit accommodation) with any affiliate of Seller.

                                       17
<Page>

Section 3.18      Antitakeover Provisions Inapplicable.

     The  transactions  contemplated  by this  Agreement  are not subject to the
requirements  of any  "moratorium,"  "control  share," "fair price,"  "affiliate
transactions," "business combination" or other antitakeover laws and regulations
of any state, including the provisions of West Virginia Corporate Law applicable
to Seller.

Section 3.19      Customers and Suppliers.

     The  Disclosure  Letter  contains  a  complete  list of all  customers  who
individually  accounted for more than 2% of the Seller's gross  revenues  during
the fiscal  years ended  December  31, 2005 and 2006 or the  three-month  period
ended March 31, 2007. No customer  listed on the Disclosure  Letter has,  within
the past 12 months,  cancelled or otherwise terminated,  or, to the Knowledge of
the Seller,  made any threat to cancel or terminate,  its relationship  with the
Seller, or decreased  materially its usage of the Seller's services or products.
Except as set forth in the Disclosure Letter, no material supplier of the Seller
has cancelled or otherwise  terminated any contract with the Seller prior to the
expiration of the contract  term,  or, to the Knowledge of the Seller,  made any
threat to the Seller to cancel,  reduce the supply or  otherwise  terminate  its
relationship with the Seller.  The Seller has not (i) breached (so as to provide
a benefit to the Seller that was not intended by the parties) any agreement with
or (ii)  engaged in any  fraudulent  conduct  with  respect to, any  customer or
supplier of the Seller.

Section 3.20      Inventory.

     All inventory of the Seller  consists of a quality and quantity  usable and
saleable in the ordinary course of business, except for obsolete items and items
of below-standard quality, all of which have been written-off or written-down to
net realizable value pursuant to the Seller's policies and the best estimates of
the Seller's management in accordance with GAAP. All inventories not written-off
have been priced at the lower of cost or market on a first-in,  first-out basis.
The value of each type of inventory,  whether raw materials,  work-in process or
finished goods, are not excessive in the present  circumstances of the Seller in
the best estimate of Seller's management in accordance with GAAP.

Section 3.21      Accounts Receivable; Bank Accounts.

     All  accounts  receivable  of the  Seller  are valid  receivables  properly
reflected pursuant to the Seller's policies and practices and the best estimates
of the  Seller's  management  in  accordance  with GAAP,  and are  subject to no
setoffs or counterclaims  and are current and collectible  (within 90 days after
the date on which they first became due and payable). Except as set forth in the
Disclosure  Letter,  all  accounts  receivable  reflected  in the  financial  or
accounting  records of the Seller that have arisen  since  December 31, 2006 are
valid  receivables  subject to no setoffs or  counterclaims  and are current and
collectible  (within 90 days  after the date on which they first  became due and
payable).  The Disclosure Letter describes each account maintained by or for the
benefit of the Seller at any bank or other financial institution.

Section 3.22      Offers.

         The Seller has suspended or terminated, and has the legal right to
terminate or suspend, all negotiations and discussions of any acquisition,
merger, consolidation or sale of all or substantially all of the assets or
member interests of the Seller with partiers other than Purchaser.

                                       18
<page>

Section 3.23      Warranties.

     No product or service manufactured,  sold, leased, licensed or delivered by
the Seller is  subject  to any  guaranty,  warranty,  right of return,  right of
credit or other  indemnity  other  than (i) the  applicable  standard  terms and
conditions of sale or lease of the Seller, which are set forth in the Disclosure
v and (ii) manufacturers'  warranties for which the Seller has no liability. The
Disclosure  Letter sets forth the aggregate  expenses  incurred by the Seller in
fulfilling its  obligations  under its guaranty,  warranty,  right of return and
indemnity provisions during the past twenty-four (24) months and the Seller does
not know of any  reason  why such  expenses  would  reasonably  be  expected  to
increase as a percentage of sales in the future.

Section 3.24      Proxy Statement.

     The  information  to be supplied by the Seller for inclusion in Purchaser's
proxy statement (such proxy statement, as amended or supplemented is referred to
herein as the "Proxy  Statement")  shall not at the time the Proxy  Statement is
filed with the SEC,  contain any untrue  statement of a material fact or omit to
state any material fact  required to be stated  therein or necessary in order to
make the statements  therein not  misleading.  The information to be supplied by
the Seller for inclusion in the proxy  statement to be delivered to  Purchaser's
stockholders  in  connection  with the meeting of  Purchaser's  stockholders  to
consider the approval of this Agreement (the "Purchaser  Stockholders' Meeting")
shall  not,  on the date the Proxy  Statement  is first  mailed  to  Purchaser's
stockholders,  and at the time of the Purchaser  Stockholders' Meeting,  contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in light of the circumstances  under which they are made, not false or
misleading;  or omit to  state  any  material  fact  necessary  to  correct  any
statement  provided by the Seller in any earlier  communication  with respect to
the  solicitation of proxies for the Purchaser  Stockholders'  Meeting which has
become false or misleading.  If at any time prior to the Purchaser Stockholders'
Meeting, any event relating to the Seller or any of its affiliates,  officers or
managers  should be  discovered  by the  Seller  which  should be set forth in a
supplement to the Proxy Statement, the Seller shall promptly inform Purchaser of
such event.

Section 3.25      No Misstatements.

     No  representation  or warranty made by the Seller in this  Agreement,  the
Disclosure  Letter or any certificate  delivered or deliverable  pursuant to the
terms hereof  contains or will contain any untrue  statement of a material fact,
or  omits,  or will  omit,  when  taken as a whole,  to state a  material  fact,
necessary in order to make the  statements  made, in light of the  circumstances
under  which  they  were  made,  not  misleading;  provided,  however,  that any
representations  and warranties  made by the Seller herein that are qualified by
the  Seller's   "Knowledge"  or  materiality  shall  be  incorporated  into  the
representation  and warranty  made by this sentence of this Section 3.25. To the
Knowledge of the Seller,  the Seller has  disclosed  to  Purchaser  all material
information  relating  to  the  business  of  the  Seller  or  the  transactions
contemplated by this Agreement.

                                  ARTICLE IV.

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser  represents and warrants to Seller that the statements  contained
in this  Article IV are true and  correct as of the date of this  Agreement  and
will be true and  correct as of the  Closing  Date (as  though  made then and as
though  the  Closing  Date  were  substituted  for the  date  of this  Agreement
throughout this Article IV).

                                       19
<page>

Section 4.01      Organization.

     Purchaser is a corporation  duly  organized,  validly  existing and in good
standing  under the laws of the State of Delaware.  Purchaser  has all requisite
corporate power and authority to own, lease and operate its properties and carry
on its  business  as now  conducted  and is duly  licensed  or  qualified  to do
business in the states of the United States and foreign  jurisdictions where its
ownership  or leasing of property or the conduct of its business  requires  such
qualification.

Section 4.02      Authority; No Violation.

     (a) Purchaser has full corporate power and authority to execute and deliver
this  Agreement  and,  subject to (i)  receipt of any  required  regulatory  and
stockholder approvals and (ii) stockholders of Purchaser owning less than 20% of
the Purchaser  securities sold in the Purchaser's initial public offering voting
against the Merger and exercising  their  conversion  rights as set forth in the
Purchaser's  Certificate  of  Incorporation,   to  consummate  the  transactions
contemplated  hereby.  The execution and delivery of this Agreement by Purchaser
and the completion by Purchaser of the transactions  contemplated  hereby,  have
been duly and validly  approved by the Board of Directors of  Purchaser,  and no
other  corporate  proceedings on the part of Purchaser are necessary to complete
the transactions  contemplated  hereby. This Agreement has been duly and validly
executed  and  delivered  by  Purchaser,  and  subject  to  the  receipt  of the
regulatory approvals, constitutes the valid and binding obligation of Purchaser,
enforceable  against  Purchaser  in  accordance  with  its  terms,   subject  to
applicable  bankruptcy,  insolvency and similar laws affecting creditors' rights
generally, and subject, as to enforceability, to general principles of equity.

     (b) The execution and delivery of this  Agreement by Purchaser,  subject to
receipt of any  required  regulatory  approvals,  and  compliance  by Seller and
Purchaser with any conditions contained therein and stockholder  approvals,  the
consummation of the transactions contemplated hereby and compliance by Purchaser
with any of the terms or provisions  hereof will not (i) conflict with or result
in a breach or violation of, or default  under and provision of the  certificate
of  incorporation  or bylaws of Purchaser  or (ii)  violate any  statute,  code,
ordinance, rule, regulation,  judgment, order, writ, decree, governmental permit
or license or injunction applicable to Purchaser.

Section 4.03      Consents.

     Except for any  regulatory  approvals and  compliance  with any  conditions
contained  therein,  the filing of the Proxy Statement with the SEC contemplated
by Section 7.02 hereof,  the approval of this Agreement by the requisite vote of
the stockholders  and the  satisfaction of Purchaser's  obligations as a special
purpose  acquisition  corporation,  no  consents,  waivers or  approvals  of, or
filings or registrations  with, any Governmental  Entity are necessary,  and, to
the Knowledge of Purchaser, no consents,  waivers or approvals of, or filings or
registrations  with, any other third parties are necessary,  in connection  with
(a) the execution and delivery of this Agreement by Purchaser and the completion
by  Purchaser  of the Merger.  Purchaser  has no reason to believe  that (i) any
required  consents or approvals  will not be  received,  or that (ii) any public
body or authority,  the consent or approval of which is not required or to which
a filing is not  required,  will object to the  completion  of the  transactions
contemplated by this Agreement.

Section 4.04      Access to Funds.

     Purchaser  has,  or on the  Closing  Date  will  have,  access to all funds
necessary to consummate the Merger and pay the aggregate Merger Consideration.

                                       20

<page>

Section 4.05      Legal Proceedings.

     Purchaser  is not a party to any  action,  suit or  proceeding  that  would
materially   adversely  affect  the  ability  of  Purchaser  to  consummate  the
transactions contemplated by this Agreement.

Section 4.06      Operations of Merger Sub.

     Merger Sub will be formed by  Purchaser  solely for the purpose of engaging
in the  transactions  contemplated  by this  Agreement,  has engaged in no other
business  activities and has conducted its operations  only as  contemplated  by
this  Agreement.  Merger Sub has no liabilities  and,  except for a subscription
agreement  pursuant to which all of its  authorized  capital stock was issued to
Purchaser,  is not a party to any agreement other than as is necessary to effect
the intent of this Agreement.

Section 4.07      Board Approval.

     Subject  to  certain  conditions   contained  in  Section  8.01  and  8.02,
including,  but not limited to  receiving a third party  fairness  opinion  (the
"Opinion"),  the  Board  of  Directors  of  Purchaser  (including  any  required
committee  or subgroup of the Board of Directors  of  Purchaser)  has, as of the
date of this Agreement,  unanimously (i) declared the advisability of the Merger
and approved  this  Agreement and the  transactions  contemplated  hereby,  (ii)
determined  that the  Merger is in the best  interests  of the  stockholders  of
Purchaser and (iii) necessary to effect the intent of this Agreement.

Section 4.08      Proxy Statement.

     The  information  to be supplied by  Purchaser  for  inclusion in the Proxy
Statement  shall not at the time the Proxy  Statement  is filed with SEC contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein  not  misleading.  The  information  to be  supplied  by  Purchaser  for
inclusion in the Proxy Statement to be delivered to Purchaser's  stockholders in
connection with the Purchaser  Stockholders'  Meeting shall not, on the date the
Proxy Statement is first mailed to Purchaser's stockholders,  and at the time of
Purchaser Stockholders' Meeting, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they are made,  not false or  misleading;  or omit to state  any  material  fact
necessary  to  correct  any  statement  provided  by  Purchaser  in any  earlier
communication  with  respect to the  solicitation  of proxies for the  Purchaser
Stockholders' Meeting which has become false or misleading. If at any time prior
to the  Stockholder's  Meeting,  any event  relating to  Purchaser or any of its
affiliates,  officers or managers should be discovered by Purchaser which should
be set forth in a supplement to the Proxy  Statements,  Purchaser shall promptly
inform Seller of such event.

Section 4.09      Offers.

     The Seller  acknowledges  that  Purchaser is  permitted to receive  general
inquiries from third parties concerning potential  transactions that would be in
addition to, the  transaction  contemplated  by this  Agreement (an  "Additional
Transaction"), and to enter into an acquisition or stock purchase agreement with
respect to one or more Additional Transactions.

                                       21

<Page>
                                   ARTICLE V.

                           CONDUCT PENDING ACQUISITION

Section 5.01      Conduct of Business Prior to the Effective Time.

     Except as expressly  provided in this  Agreement or with the prior  written
consent of Purchaser,  during the period from the date of this  Agreement to the
Effective Time, Seller shall: (i) conduct its business in the ordinary and usual
course  consistent  with past  practices;  (ii) maintain and preserve intact its
business   organization,    properties,   leases   and   advantageous   business
relationships  and retain the services of its officers and key employees;  (iii)
take no action  which  would  adversely  affect or delay the  ability of each of
Seller to perform its  covenants  and  agreements  on a timely  basis under this
Agreement; (iv) take no action which would adversely affect or delay the ability
of parties to obtain any necessary  approvals,  consents or waivers required for
the  transactions  contemplated  hereby or which would reasonably be expected to
result in any such  approvals,  consents  or  waivers  containing  any  material
condition  or  restriction;  and  (v)  take  no  action  that  results  in or is
reasonably likely to have a Material Adverse Effect on Seller.

Section 5.02      Forbearances of Seller.

     Without  limiting the covenants set forth in Section 5.01 hereof,  from the
date hereof  until the  Effective  Time,  except as  expressly  contemplated  or
permitted by this  Agreement,  without the prior  written  consent of Purchaser,
which consent shall not be unreasonably withheld, Seller will not:

     (a) change or waive any  provision  of its  certificate  of  incorporation,
charter or bylaws or any similar governing documents;

     (b) change the number of authorized or issued shares of its capital  stock,
issue any shares of Seller  Common  Stock that are held as Treasury  Stock as of
the date of this  Agreement,  or issue or grant  any right or  agreement  of any
character  relating to its  authorized or issued capital stock or any securities
convertible  into  shares of such stock,  or split,  combine or  reclassify  any
shares of its capital stock, or declare,  set aside or pay any dividend or other
distribution in respect of its capital stock, or purchase or redeem or otherwise
acquire any shares of its capital stock, except that Seller may pay a preclosing
dividend of certain Seller assets as set forth at Disclosure Letter 5.02;

     (c) enter into,  amend in any material respect or terminate any contract or
agreement (including without limitation any settlement agreement with respect to
litigation) involving a payment by Seller of $100,000 or more;

     (d) enter into any new line of business or introduce any new products;

     (e) grant or agree to pay any bonus  (other  than  bonuses in the  ordinary
course of business,  consistent  with past  practice),  severance or termination
payment (including, but not limited to discretionary severance pay) to, or enter
into,  renew or amend  any  employment  agreement,  severance  agreement  and/or
supplemental   executive   agreement   with,  or  increase  in  any  manner  the
compensation or fringe benefits of, any of its directors, officers or employees;

     (f) enter into or, except as may be required by law,  materially modify any
pension,  retirement,  stock option,  stock purchase,  stock appreciation right,
stock grant, profit sharing,  deferred  compensation,  supplemental  retirement,
consulting,  bonus,  group  insurance or other  employee  benefit,  incentive or

                                       22
<page>

welfare contract,  plan or arrangement,  or any trust agreement related thereto,
in  respect  of any  of its  directors,  officers  or  employees;  or  make  any
contributions  to any defined  contribution  or defined  benefit plan not in the
ordinary course of business consistent with past practice;

     (g) merge or consolidate Seller with any other  corporation;  sell or lease
all or any  substantial  portion of the assets or business  of Seller;  make any
acquisition of all or any  substantial  portion of the business or assets of any
other;

     (h) sell or  otherwise  dispose of the  capital  stock of Seller or sell or
otherwise  dispose of any asset of Seller other than in the  ordinary  course of
business consistent with past practice;

     (i)  incur  any   indebtedness   for  borrowed   money  (or  guarantee  any
indebtedness  for  borrowed  money) or subject  any asset of Seller to any lien,
pledge, security interest or other encumbrance;

     (j) take any action  which would result in any of the  representations  and
warranties of Seller set forth in this Agreement  becoming untrue as of any date
after the date  hereof or in any of the  conditions  set forth in  Article  VIII
hereof not being satisfied, except in each case as may be required by applicable
law;

     (k) waive,  release,  grant or  transfer  any  material  rights of value or
modify or change in any material respect any existing  agreement or indebtedness
to which  Seller is a party,  other  than in the  ordinary  course of  business,
consistent with past practice;

     (l) enter  into,  renew,  extend or modify any other  transaction  with any
Affiliate;

     (m) except for the execution of this Agreement,  and actions taken or which
will be taken in accordance with this Agreement and performance thereunder, take
any action  that would give rise to a right of payment to any  individual  under
any employment agreement;

     (n) make any capital  expenditures  in excess of $100,000  individually  or
$250,000 in the aggregate,  other than pursuant to binding commitments  existing
on the date hereof which are set forth in the  Disclosure  Letter and other than
expenditures necessary to maintain existing assets in good repair;

     (o) purchase or  otherwise  acquire,  or sell or otherwise  dispose of, any
assets or incur any  liabilities  other than in the ordinary  course of business
consistent with past practices and policies;

     (p) undertake or, enter into any lease,  contract or other  commitment  for
its  account,  involving a payment by Seller of more than $25,000  annually,  or
containing  any financial  commitment  extending  beyond 12 months from the date
hereof;

     (q) pay,  discharge,  settle or compromise any claim,  action,  litigation,
arbitration or proceeding; other than any such payment, discharge, settlement or
compromise in the ordinary course of business consistent with past practice that
involves   solely  money  damages  in  the  amount  not  in  excess  of  $50,000
individually or $100,000 in the aggregate;

     (r) other than in the  ordinary  course of  business  consistent  with past
practice and pursuant to policies currently in effect, sell, transfer, mortgage,
encumber  or  otherwise  dispose of any of its  material  properties,  leases or
assets to any  individual,  corporation  or other  entity or cancel,  release or
assign any  indebtedness  of any such  person,  except  pursuant to contracts or
agreements in force at the date of this Agreement and which are set forth in the
Disclosure Letter; provided, however, that no sales may be made with recourse;

                                       23
<page>

     (s) fail to maintain all its  properties in repair,  order and condition no
worse than on the date of this Agreement other than as a result of ordinary wear
and tear;

     (t) revoke  Seller's  election to be taxed as an S  Corporation  within the
meaning  of Code  Sections  1361 and 1362 or take or allow any  action  that may
result in the termination of Seller's status as a validly electing S Corporation
within the meaning of Code Sections 1361 and 1362;

     (u) make or change any  election  in respect of Taxes,  adopt or change any
accounting  method in respect  of Taxes or  otherwise,  enter  into any  closing
agreement, settle any claim or assessment in respect of Taxes, or consent to any
extension  or  waiver  of the  limitation  period  applicable  to any  claim  or
assessment in respect of Taxes,  except as required by law, rule,  regulation or
GAAP; or

     (v) make any withdrawals from retained earnings  (including the Accumulated
Adjustments  Account),  other than for the payment of estimated taxes attributed
to the income of Seller to be  reported on the  individual  income tax return of
Sellers  exclusive  of income  reported as a result of the  338(h)(10)  election
contemplated  in this agreement and exclusive of income  reported as a result of
the  distribution of assets and except that Sellers may withdraw an amount equal
to the earnings from January 1, 2007 through December 31, 2007 less $7.0 million
($4.2  million  net of taxes) and also an amount  equal to: the result  obtained
from  multiplying  the net earnings  from January 1, 2008 through the end of the
month prior to closing by 95%; or

     (w) agree to do any of the foregoing.

Section 5.03      Maintenance of Insurance.

     Seller shall maintain  insurance in such amounts as are reasonable to cover
such risks as are  customary  in relation to the  character  and location of its
properties, and the nature of its business.

Section 5.04      All Reasonable Efforts.

     Subject to the terms and conditions herein provided,  Seller agrees to use,
all  commercially  reasonable  efforts to take, or cause to be taken, all action
and to do, or cause to be done, all things necessary,  proper or advisable under
applicable   laws  and   regulations   to  consummate  and  make  effective  the
transactions contemplated by this Agreement.

                                  ARTICLE VI.

                                    COVENANTS

Section 6.01       Current Information.

     (a) During  the period  from the date of this  Agreement  to the  Effective
Time,  Seller  will  cause one or more of its  representatives  to  confer  with
representatives  of  Purchaser  and report  the  general  status of its  ongoing
operations  at such times as  Purchaser  may  reasonably  request.  Seller  will
promptly  notify  Purchaser of any material  change in the normal  course of its
business or in the operation of its properties  and, to the extent  permitted by
applicable law, of any governmental  complaints,  investigations or hearings (or
communications indicating that the same may be contemplated), or the institution
or the known threat of material litigation involving Seller.

     (b) Seller shall promptly  inform  Purchaser  upon receiving  notice of any
legal,  administrative,  arbitration  or other  proceedings,  demands,  notices,

                                       24

<page>
audits or investigations (by any federal,  state or local commission,  agency or
board) relating to the alleged liability of Seller under any labor or employment
law.

Section 6.02      Access to Properties and Records.

     Seller shall permit Purchaser  reasonable  access upon reasonable notice to
its properties, and shall disclose and make available to Purchaser during normal
business  hours all of its books,  papers and  records  relating  to the assets,
properties, operations, obligations and liabilities,  including, but not limited
to, all books of account  (including the general  ledger),  tax records,  minute
books of  directors'  (other than minutes  that discuss any of the  transactions
contemplated  by this  Agreement or any other subject  matter Seller  reasonably
determines  should be  treated  as  confidential)  and  stockholders'  meetings,
organizational  documents,  Bylaws,  material contracts and agreements,  filings
with any regulatory authority,  litigation files, plans affecting employees, and
any  other  business  activities  or  prospects  in which  Purchaser  may have a
reasonable  interest.  Seller  shall  provide and shall  request its auditors to
provide Purchaser with such historical financial  information  regarding it (and
related audit  reports,  consents and work papers) as Purchaser  may  reasonably
request.  Purchaser shall use  commercially  reasonable  efforts to minimize any
interference with Seller's regular business operations during any such access to
Seller's  property,  books  and  records.  Seller  shall  permit  Purchaser,  at
Purchaser's  expense,  to cause a "phase I environmental  audit" and a "phase II
environmental  audit" to be performed at any physical location owned or occupied
by Seller.

Section 6.03      Financial and Other Statements.

     (a) Promptly upon receipt thereof,  Seller will furnish to Purchaser copies
of the  audit of the  financial  statements  of Seller  made by its  independent
accountants and copies of all internal  control  reports  submitted to Seller by
such  accountants in connection  with such audit of the financial  statements of
Seller.

     (b) With  reasonable  promptness  Seller  will  furnish to  Purchaser  such
additional  financial data that Seller possesses and as Purchaser may reasonably
request, including without limitation, detailed monthly financial statements.

Section 6.04      Disclosure Letter Supplements.

     From  time to time  prior  to the  Effective  Time,  Seller  will  promptly
supplement or amend the Disclosure Letter delivered in connection  herewith with
respect to any matter hereafter  arising which, if existing,  occurring or known
at the date of this  Agreement,  would  have  been  required  to be set forth or
described  in such  Disclosure  Letter  or which is  necessary  to  correct  any
information  in such  Disclosure  Letter  which  has  been  rendered  materially
inaccurate thereby.

Section 6.05      Consents and Approvals of Third Parties.

     In addition to the  Obligations  of Article VI hereunder,  Seller shall use
all  commercially  reasonable  efforts  to  obtain  as soon as  practicable  all
consents and  approvals  of any other  persons  necessary  or desirable  for the
consummation of the transactions contemplated by this Agreement.

Section 6.06      Failure to Fulfill Conditions.

     In the event that Seller  determines  that a condition to its obligation to
complete  the  Merger  cannot  be  fulfilled  and  that it will not  waive  that
condition, it will promptly notify Purchaser.

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<page>

Section 6.07      Employee Benefits.

     (a) In the event there are  suitably  qualified  employees  of Seller whose
positions do not continue  after the Effective  Time,  the Purchaser  intends to
approach  them  to  fill  vacancies  within  the  Purchaser  wherever  possible.
Purchaser will review all Compensation and Benefit Plans to determine whether to
maintain, terminate or continue such plans.

Section 6.08      Voting Agreements.

     James E.  Shafer  and  Pauletta  Sue  Shafer  shall  each  execute a voting
agreement substantially in the form attached as Exhibit A as of the date hereof.

Section 6.09      Tax Periods Ending On or Before the Closing Date.

     (a) Purchaser and Seller have agreed upon the methodology to be employed to
determine the allocation of the Merger  Consideration among the assets of Seller
for purposes of preparing a properly completed form 8594 and any comparable form
required  under  state or local law and such  methodology  is  reflected  on the
Disclosure Letter (the "Allocation Statement").  Purchaser and Seller will agree
upon an  allocation  on and as of the Closing  Date  employing  the  methodology
included in the Allocation  Statement.  Purchaser and Seller will report the tax
consequences  of the  transactions  contemplated  by this  Agreement in a manner
consistent  with such  allocation  and will not take any  position  inconsistent
therewith.

     (b) Seller (or its  shareholders)  will prepare or cause to be prepared and
file or cause to be filed all tax returns for all periods  ending on or prior to
the Closing  Date which are filed  after the Closing  Date other than income tax
returns  with respect to periods for which a  consolidated  income tax return of
Seller will include the operations of Merger Sub.  Seller (or its  shareholders)
will permit Purchaser to review and comment on each such tax return described in
the preceding sentence prior to filing.

Section 6.10      Cooperation on Tax Matters.

     (a)  The  parties  hereto  will  cooperate  fully,  as and  to  the  extent
reasonably  requested  by  any  other  party  or  the  Seller  shareholders,  in
connection  with the filing of tax  returns  pursuant  to this  Section  and any
audit,   litigation  or  other  proceeding  with  respect  to  all  taxes.  Such
cooperation  will include the retention and (upon any other party's request) the
provision of records and information  which are reasonably  relevant to any such
audit,  litigation  or other  proceeding  and making  employees  available  on a
mutually  convenient basis to provide additional  information and explanation of
any material provided  hereunder.  Merger Sub and Seller agree (i) to retain all
books and records  with respect to tax matters  pertinent to Seller  relating to
any taxable period beginning before the Closing Date until the expiration of the
statute  of  limitations   (and,  to  the  extent  notified  by  Seller  or  its
shareholders,  any extensions thereof) of the respective taxable periods, and to
abide by all  record  retention  agreements  entered  into  with any  regulatory
authority,  and  (ii)  to give  the  other  parties  (and  Seller  shareholders)
reasonable  written notice prior to  transferring,  destroying or discarding any
such  books and  records  and,  if any such  person so  requests,  Merger Sub or
Seller,  as the case may be, will allow such person to take  possession  of such
books and records.

     (b) Purchaser and Seller  further  agree,  upon request,  to use their best
efforts  to  obtain  any  certificate  or other  document  from  any  regulatory
authority  or any  other  person  as may be  necessary  to  mitigate,  reduce or
eliminate  any tax that could be imposed  (including,  but not  limited to, with
respect to the transactions contemplated hereby).

                                       26
<Page>

     (c) Purchaser and Seller further agree, upon request,  to provide the other
party (or Seller  shareholders)  with all  information  that such  person may be
required  to  report  pursuant  to  Section  6043 of the Code  and all  Treasury
Department Regulations promulgated thereunder.

Section 6.11      Employment of James E. Shafer.

     Purchaser agrees to enter into a three year employment  contract with James
E. Shafer effective at the Closing Date substantially in the form attached. Such
agreement has been reviewed by Mr. Shafer.

Section 6.12      338(h)10 Election.

     (a) ss.338(h)(10) Election.  Purchaser,  Seller and each Seller shareholder
shall join in making an election under Internal Revenue Code  ss.338(h)(10) (and
any corresponding election under state, local, and foreign tax law) with respect
to the  purchase and sale of stock  hereunder  (collectively,  a  "ss.338(h)(10)
Election").  Each Seller  shareholder  shall  include any  income,  gain,  loss,
deduction, or other tax item resulting from the ss.338(h)(10) Election on his or
her tax returns to the extent  required by  applicable  law.  Purchaser  further
agrees  that  it  will  provide  as  additional   consideration  to  the  Seller
shareholder the amount equal to any additional tax liability resulting from this
election as mutually agreed to by the Purchaser and Seller.

     (b) Purchase Price Allocation.  Purchaser,  Seller and Seller  shareholders
agree  that the per share  Consideration  and  Seller  liabilities  (plus  other
relevant  items)  will be  allocated  to the assets of Seller  for all  purposes
(including  tax and  financial  accounting)  in a manner  consistent  with  Code
ss.ss.338 and 1060 and the  regulations  thereunder.  The parties  further agree
that the fair market value of the Seller's  fixed assets shall be equal to their
tax basis.  Purchaser,  Seller and each  Seller  shareholder  shall file all tax
returns  (including  amended  returns  and claims for  refund)  and  information
reports in a manner consistent with such values.

Section 6.13      Purchaser to become Guarantor of Seller Debt.

     Purchaser  agrees to use its best efforts  prior to closing,  to arrange to
become the  guarantor  of Seller debt,  effective at closing,  in which James E.
Shafer and Pauletta Sue Shafer currently act as guarantor.

Section 6.14      Purchaser Note

     In the event that Seller does not have  sufficient  cash  available to make
the payments contemplated by Section 5.02(v), Purchaser agrees to issue to James
E.  Shafer and  Pauletta  Sue Shafer a note in such  amount.  Such note shall be
repaid  from  account  receivables  attributable  to  Seller's  business as such
receivables are collected.  The note shall bear interest equal to the prevailing
federal funds rate. ARTICLE VII.

                          REGULATORY AND OTHER MATTERS

Section 7.01      Meeting of Stockholders.

     (a) Seller  shall take all steps  necessary  to duly call,  give notice of,
convene and hold a meeting of its  stockholders  for the purpose of  considering
and voting on approval  of this  Agreement  and the Merger,  and for such other,
purposes as may be, in Seller's reasonable judgment, necessary or desirable (the
"Seller  Stockholders  Meeting").  In  lieu of  holding  a  Seller  Stockholders
Meeting, if permitted by Seller's  Certificate of Incorporation,  Bylaws and the
WVBCA,   Seller  may  obtain   stockholder   approval  by  means  of  a  consent

                                       27
<Page>

solicitation. In connection with the solicitation of proxies with respect to the
Seller  Stockholders  Meeting,  the Board of Directors of Seller shall recommend
approval of this Agreement to the Seller  Stockholders and cooperate and consult
with Purchaser with respect to each of the foregoing  matters.  Seller shall use
its best efforts to solicit approval of the Merger.

     (b)  Purchaser  shall,  once  it has  completed  the  negotiation  of  such
acquisition(s)  as it  deems  in the  best  interests  of its  stockholders  and
required in order to have a business  combination or  combinations  in which the
fair market value of the business or businesses acquired simultaneously is equal
to  at  least  80%  of  the  Purchaser's  net  assets  (excluding  any  deferred
compensation  held by  Ferris  Baker  Watts,  Incorporated),  prepare  the Proxy
Statement as described in Section 7.02 below.

Section 7.02      Proxy Statement.

     As soon as practicable after entering into the acquisitions  referred to in
Section 7.01(b),  Purchaser shall prepare a Proxy Statement,  for the purpose of
taking  such  stockholder  action  on the  Merger,  this  Agreement,  any  other
acquisition(s)  it has entered  into,  and any revisions to its  Certificate  of
Incorporation  contemplated by Purchaser, and file such Proxy Statement with the
SEC in  preliminary  form,  respond  to  comments  of the  staff  of the SEC and
promptly mail the Proxy Statement to the holders of record (as of the applicable
record date) of shares of voting stock of Purchaser.

Section 7.03      Regulatory Approvals.

     Each of Seller  and  Purchaser  will  cooperate  with the other and use all
reasonable  efforts to promptly prepare and file any necessary  documentation to
obtain any necessary  regulatory  approvals.  Seller and Purchaser  will furnish
each other and each other's counsel with all information  concerning themselves,
directors,  officers and stockholders and such other matters as may be necessary
or advisable in connection  with any  application,  petition or other  statement
made by or on behalf of Seller or Purchaser to any  regulatory  or  governmental
body in connection  with the Merger and the other  transactions  contemplated by
this  Agreement.  Each  party  acknowledges  that  time  is of  the  essence  in
connection  with the  preparation  and filing of the  documentation  referred to
above.  Seller  shall  have the right to  review  and  approve  in  advance  all
characterizations  of the  information  relating to Seller which  appears in any
filing made in connection with the  transactions  contemplated by this Agreement
with any governmental body. In addition, Seller and Purchaser shall each furnish
to the other a copy of each  publicly  available  portion of such filing made in
connection  with  the  transactions  contemplated  by this  Agreement  with  any
governmental body promptly after its filing.

                                 ARTICLE VIII.

                               CLOSING CONDITIONS

Section 8.01      Conditions to Each Party's Obligations under this Agreement.

     The  respective  obligations  of each party under this  Agreement  shall be
subject to the  fulfillment  at or prior to the  Closing  Date of the  following
conditions, none of which may be waived:

     (a)  Stockholder  Approval.  (i)  Seller  shall  enter  into an  Additional
Transaction to ensure that Seller's initial  combinations have an aggregate fair
market  value  of at  least  80% of  Seller's  net  assets  (excluding  deferred
compensation or Ferris Baker Watts,  incorporated);  (ii) this Agreement and the
transactions  contemplated  hereby,  which  shall  include  approval  of another
business  combination to ensure that Purchaser's  initial business  combinations
have an aggregate  fair market value of at least 80% of  Purchaser's  net assets

                                       28
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(excluding deferred compensation of Ferris Baker Watts, Incorporated) shall have
been approved by the requisite vote of the  stockholders of Purchaser and Seller
in accordance with applicable law and regulations.

     (b) Injunctions.  None of the parties hereto shall be subject to any order,
decree or  injunction  of a court or agency of  competent  jurisdiction,  and no
statute,  rule or  regulation  shall have been  enacted,  entered,  promulgated,
interpreted,  applied  or  enforced  by any  Governmental  Entity or  regulatory
agency,   that  enjoins  or  prohibits  the  consummation  of  the  transactions
contemplated by this Agreement.

     (c) Regulatory  Approvals.  All required  regulatory  approvals,  consents,
permits and  authorizations  shall have been  obtained  and shall remain in full
force and effect and all waiting  periods  relating  thereto shall have expired;
and no such regulatory approval shall include any condition or requirement, that
would,  in the judgment of the Board of Directors of Purchaser,  have a Material
Adverse Effect on (x) Seller or (y) Purchaser.

     (d) Simultaneous  Closing.  Seller acknowledges and agrees that the closing
of the Merger must be simultaneous with such other  acquisition(s)  that, in the
aggregate,  have a fair market value of at least 80% of  Purchaser's  net assets
(excluding deferred compensation of Ferris Baker Watts, Incorporated).

Section 8.02 Conditions to the Obligations of Purchaser under this Agreement.

     The  obligations of Purchaser under this Agreement shall be further subject
to the satisfaction of the conditions set forth in this Section 8.02 at or prior
to the Closing Date:

     (a)  Representations  and  Warranties.  Each  of  the  representations  and
warranties  of  Seller  set forth in this  Agreement  that are  qualified  as to
materiality shall be true and correct in all respects and each representation or
warranty  that is not so  qualified  shall be true and  correct in all  material
respects,  in each case, as of the date of this Agreement and upon the Effective
Time with the same effect as though all such  representations and warranties had
been made at the Effective Time (except to the extent such  representations  and
warranties  speak as of an earlier  date),  and Seller  shall have  delivered to
Purchaser a certificate to such effect signed by the Chief Executive Officer and
the Chief Financial Officer of Seller as of the Effective Time.

     (b) Agreements  and Covenants.  Seller shall have performed in all material
respects  all  obligations  and  complied  in all  material  respects  with  all
agreements  or covenants  to be performed or complied  with by it at or prior to
the Effective  Time, and Purchaser  shall have received a certificate  signed on
behalf of Seller by the Chief Executive  Officer and Chief Financial  Officer of
Seller to such effect dated as of the Effective Time.

     (c)  Good  Standing.  Purchaser  shall  have  received  certificates  (such
certificates  to be dated as of a day as close  as  practicable  to the  Closing
Date)  from  appropriate  authorities  as to  the  good  standing  or  corporate
existence, as applicable, of Seller.

     (d) Third  Party  Consents.  Seller  shall  have  obtained  the  consent or
approval  of each  person  whose  consent  or  approval  shall  be  required  in
connection with the  transactions  contemplated  hereby under any loan or credit
agreement,  note,  mortgage,  indenture,  lease,  license or other  agreement or
instrument to which Seller is a party or is otherwise bound.

     (e) Other Documents.  Seller will furnish  Purchaser with such certificates
of its officers or others and such other  documents to evidence  fulfillment  of
the  conditions  set  forth  in  this  Section  8.02  or as  are  customary  for
transaction of the type provided for herein as Purchaser may reasonably request.

                                       29
<Page>
     (f)  Objecting/Converting  Stockholders.  Stockholders of Purchaser holding
20% or more of the  shares  sold in its  initial  public  offering  do not  vote
against the Acquisition and any Additional Transaction and do not exercise their
conversion rights as set forth in the Purchaser's Certificate of Incorporation.

     (g)  Dissenting  Shareholders.  None  of  the  Seller's  shareholders  have
indicated their intent to exercise their dissenter's right of appraisal.

     (h) Fairness Opinion.  Purchaser shall have received an opinion from a firm
specializing  in the evaluation of businesses to the effect that the fair market
value of the Seller plus any Additional Transaction entered into by Purchaser is
equal  to at  least  80% of  Purchaser's  net  assets  (excluding  any  deferred
compensation held by Ferris Baker Watts, Incorporated).

Section 8.03 Conditions to the Obligations of Seller under this Agreement.

     The  obligations of Seller under this Agreement shall be further subject to
the satisfaction of the conditions set forth in Sections 8.03 at or prior to the
Closing Date:

     (a)  Representations  and  Warranties.  Each  of  the  representations  and
warranties  of Purchaser  set forth in this  Agreement  that are qualified as to
materiality shall be true and correct in all respects and each representation or
warranty  that is not so  qualified  shall be true and  correct in all  material
respects,  in each case, as of the date of this Agreement and upon the Effective
Time with the same effect as though all such  representations and warranties had
been made at the Effective Time (except to the extent such  representations  and
warranties  speak as of an earlier date),  and Purchaser shall have delivered to
Seller a certificate  to such effect signed by the Chief  Executive  Officer and
the Chief Financial Officer of Purchaser as of the Effective Time.

     (b)  Agreements  and  Covenants.  Purchaser  shall  have  performed  in all
material respects all obligations and complied in all material respects with all
agreements  or covenants  to be performed or complied  with by it at or prior to
the  Effective  Time,  and Seller shall have  received a  certificate  signed on
behalf of Purchaser by the Chief Executive  Officer and Chief Financial  Officer
of Purchaser to such effect dated as of the Effective Time.

     (c) Payment of Merger  Consideration.  Purchaser  shall have  delivered the
Merger  Consideration  to the Paying Agent on or before the Closing Date and the
Paying Agent shall provide Seller with a certificate evidencing such delivery.

     (d)  Good  Standing.   Seller  shall  have  received  a  certificate  (such
certificate to be dated as of a day as close as practicable to the Closing Date)
from the appropriate  authority as to the good standing or corporate  existence,
as applicable of each of Purchaser and Merger Sub.

     (e) Other Documents.  Purchaser will furnish Seller with such  certificates
of their officers or others and such other documents to evidence  fulfillment of
the  conditions  set  forth  in  this  Section  8.03  or as  are  customary  for
transaction of the type provided for herein as Seller may reasonably request.

                                       30
<page>

                                  ARTICLE IX.

                                   THE CLOSING

Section 9.01      Time and Place.

     Subject to the provisions of Articles VIII and X hereof, the Closing of the
transactions  contemplated hereby shall take place at the offices of Luse Gorman
Pomerenk & Schick,  P.C.,  at 10:00  a.m.,  or at such other  place or time upon
which  Purchaser and Seller  mutually  agree. A pre-closing of the  transactions
contemplated hereby (the "Pre-Closing")  shall take place at the offices of Luse
Gorman  Pomerenk & Schick,  P.C.,  at 10:00 a.m. on the day prior to the Closing
Date.

Section 9.02      Deliveries at the Pre-Closing and the Closing.

     At the  Pre-Closing  there shall be delivered  to Purchaser  and Seller the
opinions,  certificates,  and other  documents  and  instruments  required to be
delivered at the Closing  under  Article IX hereof.  At or prior to the Closing,
Purchaser  shall  deliver the Merger  Consideration  as set forth under  Section
8.03(c) hereof.

ARTICLE X.

                        TERMINATION, AMENDMENT AND WAIVER

Section 10.01      Termination.

     This  Agreement  may be  terminated  at any time prior to the Closing Date,
whether before or after approval of the Merger by the stockholders of Seller:

     (a) At any time by the mutual written agreement of Purchaser and Seller;

     (b) By either party  (provided,  that the terminating  party is not then in
breach of any  representation,  warranty,  covenant or other agreement contained
herein)  if there  shall  have  been a breach of any of the  representations  or
warranties  set forth in this  Agreement  (subject to the  standard set forth in
Section 8.02(a) or 8.03(a), as applicable) on the part of the other party, which
breach by its nature cannot be cured prior to the Termination  Date or shall not
have  been  cured  within 30 days  after  written  notice of such  breach by the
terminating party to the other party;

     (c) By either party  (provided,  that the terminating  party is not then in
breach of any  representation  or  warranty  or breach of any  covenant or other
agreement  contained  herein)  if there  shall have been a failure to perform or
comply  in  any  material  respect  with  any of the  covenants,  agreements  or
conditions  to each parties'  obligations  have not been  satisfied,  all as set
forth in this  Agreement  on the part of the other party,  which  failure by its
nature  cannot  be cured  prior to the  Termination  Date or shall not have been
cured within 30 days after  written  notice of such  failure by the  terminating
party to the other party;

     (d) At the election of either party, if the Closing shall not have occurred
by the  Termination  Date,  or such later  date as shall have been  agreed to in
writing by Purchaser  and Seller;  provided,  that no party may  terminate  this
Agreement  pursuant  to this  Section  10.01(d) if the failure of the Closing to
have occurred on or before said date was due to such party's  willful  breach of
any  representation  or  warranty or  material  breach of any  covenant or other
agreement contained in this Agreement;

                                       31
<page>

     (e) By either  party if (i) final  action has been taken by any  regulatory
agency whose  approval is required in  connection  with this  Agreement  and the
transactions contemplated hereby, which final action (x) has become unappealable
and (y) does not approve this Agreement or the transactions contemplated hereby,
(ii) any  regulatory  agency  whose  approval  or  nonobjection  is  required in
connection  with this  Agreement and the  transactions  contemplated  hereby has
stated that it will not issue the required  approval or  nonobjection,  or (iii)
any court of competent  jurisdiction or other governmental  authority shall have
issued an order, decree, ruling or taken any other action restraining, enjoining
or  otherwise  prohibiting  the Merger and such order,  decree,  ruling or other
action shall have become final and unappealable;

     (f) By either party,  if Stockholder  Approval shall have not been obtained
at the Seller Stockholders  Meeting duly convened therefor or at any adjournment
or postponement thereof;

     (g) By Purchaser if prior to  obtaining  Stockholder  Approval the Board of
Directors of Seller fails to publicly  reaffirm its adoption and  recommendation
of this  Agreement,  the Merger or the other  transactions  contemplated by this
Agreement  within ten  business  days of receipt  of a request by  Purchaser  to
provide such reaffirmation.

     (h)  By  either  party,  if  Stockholder   Approval  of  the   transactions
contemplated by this Agreement as well as an Additional Transaction that ensures
that  Purchaser's  initial business  combinations  have an aggregate fair market
value of at least 80% of Purchaser's net assets (excluding deferred compensation
of Ferris Baker Watts, Inc.) has not been obtained at the Purchaser Stockholders
Meeting duly convened therefore or at any adjournment or postponement thereof.

Section 10.02     Effect of Termination.

     (a) In the event of termination of this Agreement pursuant to any provision
of Section 10.01, this Agreement shall forthwith become void and have no further
force,  except that (i) the provisions of Sections 10.02,  11.01,  11.06, 11.09,
11.10,  and any other Section which, by its terms,  relates to  post-termination
rights or  obligations,  shall survive such  termination  of this  Agreement and
remain in full force and effect.

     (b) If this  Agreement is  terminated,  expenses and damages of the parties
hereto shall be determined as follows:

     (i) Except as provided below, whether or not the Merger is consummated, all
costs  and  expenses   incurred  in  connection  with  this  Agreement  and  the
transactions contemplated by this Agreement shall be paid by the party incurring
such expenses.

     (ii) (ii) In the event of a  termination  of this  Agreement  because  of a
willful breach of any representation,  warranty, covenant or agreement contained
in this Agreement,  the breaching party shall be liable for any and all damages,
costs and  expenses,  including all  reasonable  attorneys'  fees,  sustained or
incurred  by the  non-breaching  party  as a  result  thereof  or in  connection
therewith or with respect to the enforcement of its rights hereunder.

Section 10.03     Amendment, Extension and Waiver.

     Subject to applicable law, at any time prior to the Effective Time (whether
before or after approval  thereof by the  stockholders  of Seller),  the parties
hereto by action of their  respective  Boards of  Directors,  may (a) amend this
Agreement,  (b) extend the time for the performance of any of the obligations or
other  acts of any  other  party  hereto,  (c)  waive  any  inaccuracies  in the

                                       32
<page>
representations  and warranties  contained  herein or in any document  delivered
pursuant  hereto,  or  (d)  waive  compliance  with  any of  the  agreements  or
conditions contained herein; provided,  however, that after any approval of this
Agreement  and the  transactions  contemplated  hereby  by the  stockholders  of
Seller,  there may not be, without further  approval of such  stockholders,  any
amendment of this  Agreement  which reduces the amount or value,  or changes the
form of, the Merger  Consideration  to be  delivered  to  Seller's  stockholders
pursuant  to this  Agreement.  This  Agreement  may not be amended  except by an
instrument  in  writing  signed  on behalf of each of the  parties  hereto.  Any
agreement  on the part of a party  hereto to any  extension  or waiver  shall be
valid only if set forth in an  instrument  in  writing  signed on behalf of such
party,  but such  waiver or  failure  to insist on strict  compliance  with such
obligation,  covenant,  agreement or condition shall not operate as a waiver of,
or estoppel with respect to, any subsequent or other failure. Any termination of
this  Agreement  pursuant  to  Article X may only be  effected  upon a vote of a
majority of the entire Board of Directors of the terminating party.

ARTICLE XI.

                                  MISCELLANEOUS

Section 11.01     Public Announcements.

     Seller and Purchaser shall cooperate with each other in the development and
distribution of all news releases and other public  disclosures  with respect to
this Agreement,  and except as may be otherwise  required by law, neither Seller
nor Purchaser  shall issue any news  release,  or other public  announcement  or
communication  with respect to this Agreement  unless such news release or other
public  announcement  or  communication  has been  mutually  agreed  upon by the
parties hereto.

Section 11.02     Survival.

     All  representations,  warranties and covenants in this Agreement or in any
instrument  delivered  pursuant  hereto  shall  expire  and  be  terminated  and
extinguished  at the Effective  Time,  except for those covenants and agreements
contained  herein  which by their  terms  apply  in whole or in part  after  the
Effective Time.

Section 11.03     Notices.

     All notices or other communications hereunder shall be in writing and shall
be deemed given if delivered  by  receipted  hand  delivery or mailed by prepaid
registered  or  certified  mail  (return  receipt  requested)  or by  recognized
overnight courier addressed as follows:


       If to Seller, to:                 Marshall T. Reynolds
                                         Chairman of the Board and
                                          Chief Executive Officer
                                         Energy Services Acquisition Corp.
                                         2450 First Avenue
                                         Huntington, West Virginia  25703

       With required copies to:          Alan Schick, Esq.
                                         Luse Gorman Pomerenk & Schick, P.C.
                                         5335 Wisconsin Avenue, NW, Suite 400
                                         Washington, DC  20015
                                         Fax: (202) 362-2902

                                       33
<PAGE>


       If to Purchaser, to:              James E. Shafer and Pauletta Sue Shafer
                                         359 Spencer Road
                                         Clendenin, West Virginia  25045

or such other  address as shall be  furnished  in writing by any party,  and any
such notice or  communication  shall be deemed to have been given: (a) as of the
date  delivered by hand;  (b) three  business days after being  delivered to the
U.S. mail, postage prepaid; or (c) one business day after being delivered to the
overnight courier.

Section 11.04     Parties in Interest.

     This Agreement  shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns;  provided,  however,
that  neither this  Agreement  nor any of the rights,  interests or  obligations
hereunder  shall be  assigned  by any party  hereto  without  the prior  written
consent of the other party,  and that (except as  specifically  provided in this
Agreement) nothing in this Agreement is intended to confer upon any other person
any rights or  remedies  under or by reason of this  Agreement.  Nothing in this
Agreement  is intended to confer upon any other person any rights or remedies of
any nature whatsoever under or by reason of this Agreement.

Section 11.05     Complete Agreement.

     This  Agreement,  including the Exhibits hereto and the documents and other
writings  referred to herein or therein or delivered  pursuant hereto,  contains
the entire  agreement  and  understanding  of the  parties  with  respect to its
subject matter.  There are no restrictions,  agreements,  promises,  warranties,
covenants or  undertakings  between the parties  other than those  expressly set
forth herein or therein.  This  Agreement  supersedes  all prior  agreements and
understandings  between the parties,  both written and oral, with respect to its
subject matter.

Section 11.06     Counterparts.

         This Agreement may be executed in two or more counterparts all of which
shall be considered one and the same agreement and each of which shall be deemed
an original.

Section 11.07     Severability.

     In the event that any one or more  provisions of this  Agreement  shall for
any reason be held  invalid,  illegal or  unenforceable  in any respect,  by any
court of competent jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other  provisions  of this  Agreement and the parties shall
use their  reasonable  efforts  to  substitute  a valid,  legal and  enforceable
provision  which,  insofar as practical,  implements the purposes and intents of
this Agreement.

Section 11.08     Governing Law.

     This Agreement shall be governed by the laws of the State of West Virginia,
without giving effect to its principles of conflicts of laws.

Section 11.09     Interpretation.

     When a reference is made in this  Agreement  to Sections or Exhibits,  such
reference shall be to a Section of or Exhibit to this Agreement unless otherwise

                                       34
<page>

indicated.  The recitals  hereto  constitute an integral part of this Agreement.
References  to  Sections  include  subsections,  which  are part of the  related
Section (e.g., a section  numbered  "Section  5.01(a)" would be part of "Section
5.01" and references to "Section 5.01" would also refer to material contained in
the subsection described as "Section 5.01(a)"). The table of contents, index and
headings  contained in this Agreement are for reference  purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.  Whenever
the words "include",  "includes" or "including" are used in this Agreement, they
shall be deemed to be followed by the words  "without  limitation".  The phrases
"the date of this  Agreement",  "the date  hereof" and terms of similar  import,
unless the context otherwise requires,  shall be deemed to refer to the date set
forth in the Recitals to this Agreement.

Section 11.10     Specific Performance.

     The parties hereto agree that  irreparable  damage would occur in the event
that the provisions contained in this Agreement were not performed in accordance
with its specific terms or were  otherwise  breached.  It is accordingly  agreed
that the parties shall be entitled to an injunction  or  injunctions  to prevent
breaches of this Agreement and to enforce  specifically the terms and provisions
hereof in any court of the United States or any state having jurisdiction,  this
being in  addition to any other  remedy to which they are  entitled at law or in
equity.

                                       35

<PAGE>


     IN WITNESS  WHEREOF,  Purchaser and Seller have caused this Agreement to be
executed under seal by their duly  authorized  officers as of the date first set
forth above.



                                       ENERGY SERVICES ACQUISITION CORP.



                                       By: /s/ Marshall T. Reynolds
                                          -------------------------------------
                                           Marshall T. Reynolds
                                           Chairman of the Board and
                                            Chief Executive Officer



                                       S. T. PIPELINE, INC.



                                       By: /s/ James E. Shafer
                                          -------------------------------------
                                           James E. Shafer
                                           President and Chief Executive Officer



                                       By: /s/ Pauletta Sue Shafer
                                          --------------------------------------
                                           Pauletta Sue Shafer


                                           /s/ James E. Shafer
                                          --------------------------------------
                                           James E. Shafer
                                           (In his individual capacity)


                                           /s/ Pauletta Sue Shafer
                                           -------------------------------------
                                           Pauletta Sue Shafer
                                           (In her individual capacity)



                                       36


<PAGE>

                                                                       EXHIBIT A

                                VOTING AGREEMENT

                                                                January 22, 2008

Energy Services Acquisition Corp.



Ladies and Gentlemen:

     Energy Services Acquisition Corp. (the "Purchaser") and S.T. Pipeline, Inc.
(the  "Seller")  have entered  into an Agreement  and Plan of Merger dated as of
January 22, 2008 (the  "Merger  Agreement"),  pursuant to which,  subject to the
terms and conditions  set forth  therein,  (a) Seller will merge with and into a
corporation  to be formed as a wholly owned  Subsidiary  of the Energy  Services
Acquisition Corp. (the "Merger") and (b) stockholders of Seller will receive the
Merger  Consideration  stated in the  Merger  Agreement.  Capitalized  terms not
otherwise  defined  herein  shall  have the  meanings  set  forth in the  Merger
Agreement.

     Purchaser  has  requested,  as a condition to its execution and delivery of
the Merger  Agreement,  that the  undersigned,  being a  director  or officer of
Seller,   execute  and  deliver  to  Purchaser   this  Letter   Agreement   (the
"Agreement").

     The  undersigned  (the  "Stockholder"),  in order to  induce  Purchaser  to
execute and deliver the Merger  Agreement,  and  intending to be legally  bound,
hereby irrevocably:

     (a)  Agrees to be  present  (in  person or by  proxy)  at all  meetings  of
stockholders  of Seller  called to vote for  approval  of the Merger so that all
shares of common stock of Seller over which the  undersigned  or a member of the
undersigned's  immediate  family now has sole or shared voting power  (including
any  shares  acquired  by the  Stockholder  prior  to the  record  date for such
meetings)  will be counted  for the  purpose of  determining  the  presence of a
quorum at such meetings and to vote,  or cause to be voted,  all such shares (i)
in favor of approval and adoption of the Merger  Agreement and the  transactions
contemplated  thereby  (including any amendments or  modifications  of the terms
thereof approved by the Board of Directors of Seller), and (ii) against approval
or adoption of any other merger, business combination, recapitalization, partial
liquidation or similar transaction involving Seller, it being understood that as
to immediate family members, the undersigned will use his/her reasonable efforts
to cause the  shares to be  present  and voted in  accordance  with (i) and (ii)
above;

     (b) Agrees not to vote or execute any  written  consent to rescind or amend
in any manner any prior vote or written consent,  as a stockholder of Seller, to
approve or adopt the Merger Agreement;

     (c) Agrees not to sell,  transfer or otherwise dispose of any Seller Common
Stock on or prior to the date of any meeting of Seller  Stockholders  to vote on
the Merger Agreement,  except for transfers to charities,  charitable trusts, or
other charitable  organizations  under Section 501(c)(3) of the Internal Revenue
Code,  lineal  descendants  or the spouse of the  undersigned,  or to a trust or
other entity for the benefit of one or more of the foregoing  persons,  provided
that the  transferee  agrees in writing to be bound by the terms of this  letter
agreement;

     (d) Represents that Stockholder (i) has full power, corporate or otherwise,
to enter  into  this  Agreement  and that it is a valid and  binding  obligation
enforceable  against the  undersigned in accordance  with its terms,  subject to

                                      A-1

bankruptcy,  insolvency and other laws affecting  creditors'  rights and general
equitable  principles,  (ii) is the  beneficial  owner of all  shares  of Seller
Common Stock as indicated on the final page of this  Agreement  (the  "Shares"),
which at the date hereof  are,  and at all times up until the  Termination  Date
will be,  free and clear of any  liens,  claims,  options,  charges,  proxies or
voting restrictions or other  encumbrances,  and (iii) does not beneficially own
any shares of capital stock of Seller other than the Shares;

     (e)  Agrees  that   Stockholder  will  not,  and  will  cause  his  or  her
representatives and agents not to, directly or indirectly (i) initiate,  solicit
or knowingly encourage (including by way of furnishing non-public information or
assistance)  the making of any proposal that  constitutes,  or may reasonably be
expected to lead to, any Acquisition Proposal, or (ii) enter into or maintain or
continue discussions or negotiate with any Person in furtherance of or to obtain
an  Acquisition  Proposal or agree to or endorse any  Acquisition  Proposal,  or
authorize  any of its  representatives  or  agents  to  take  any  such  action;
provided,  however,  that nothing in this clause (e) shall prohibit  Stockholder
from taking  actions in such  Stockholder's  capacity  as director or  executive
officer of the Seller in accordance with Section 6.07 of the Merger Agreement;

     (f) Agrees to execute and deliver any additional  documents  necessary,  in
the reasonable opinion of Purchaser, to carry out the intent of this Agreement;

     (g) Agrees not to assert,  demand or exercise  any rights of  appraisal  or
dissenters in connection with the Merger;

     (h)  Agrees  that if any  term or  other  provision  of this  Agreement  is
determined to be invalid,  illegal or incapable of being enforced by any rule of
law or public  policy,  all other  conditions  and  provisions of this Agreement
shall  nevertheless  remain in full force and effect so long as the  economic or
legal substance of the transactions  contemplated  hereby is not affected in any
manner materially  adverse to the Purchaser.  Upon such  determination  that any
term or other  provision is invalid,  illegal or  incapable  of being  enforced,
Stockholder and Purchaser shall negotiate in good faith to modify this Agreement
so as to effect the original  intent of this Agreement as closely as possible to
the fullest extent  permitted by applicable  law in an acceptable  manner to the
end that the  transactions  contemplated  hereby  are  fulfilled  to the  extent
possible;

(i) Agrees that this Agreement and all of the provisions hereof shall be binding
upon and inure to the benefit of Stockholder and Purchaser and their respective
successors and permitted assigns, but, except as otherwise specifically provided
herein, neither this Agreement nor any of the rights, interests or obligations
of Stockholder and Purchaser may be assigned by either Stockholder or Purchaser
without the prior written consent of the other;

     (j) Agrees that  irreparable  damage would occur in the event any provision
of this  Agreement was not performed in accordance  with the terms hereof or was
otherwise breached. It is accordingly agreed that Purchaser shall be entitled to
specific  relief  hereunder,  including,  without  limitation,  an injunction or
injunctions  to prevent and enjoin  breaches of the provisions of this Agreement
and to enforce  specifically  the terms and provisions  hereof,  in any state or
federal court in the State of New York, in addition to any other remedy to which
Purchaser may be entitled at law or in equity. Any requirements for the securing
or posting of any bond with respect to any such remedy are hereby waived;

     (k) Agrees that this  Agreement  shall be governed by, and  interpreted  in
accordance  with the laws of the State of West  Virginia,  without  regarding to
conflicts of laws principles thereof; and

     (l) The obligations set forth herein shall terminate  concurrently with any
termination of the Merger Agreement.

                                      A-2


<PAGE>


                   -------------------------------------------

         The undersigned intends to be legally bound hereby.


                                        Sincerely,


                                        ----------------------------------------
                                        Name:
                                        Title:


                                        Address for Notice:


                                        ----------------------------------------

                                        ----------------------------------------

                                        ----------------------------------------



                                        Shares beneficially owned:

                                        ----------------------------------------
                                        shares of Common Stock of ____________




                                      A-3



<PAGE>

                                                                       EXHIBIT B

                                 PLAN OF MERGER

     This PLAN OF MERGER dated as of ___________, 2008 (the "Plan of Merger") is
entered into by and between Energy Services Merger Sub, Inc. (the "Merger Sub"),
a  West  Virginia  corporation,   and  S.T.  Pipeline,  Inc.,  a  West  Virginia
corporation (the "Seller"). Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Merger Agreement (as defined below).

     WHEREAS,  pursuant to an Agreement and Plan of Merger,  dated as of January
22, 2008 (the "Merger  Agreement"),  by and between Energy Services  Acquisition
Corp. (the "Purchaser") and Seller,  Seller will merge with and into Merger Sub,
a wholly owned Subsidiary of Purchaser (the "Merger"); and

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and  agreements  contained  herein and in the Merger  Agreement and for good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

     Section 1. The Merger.  On the effective  date,  Merger Sub shall be merged
with and into Seller, with Seller being the surviving entity (the "Merger"). The
Merger  shall be subject to the terms and  conditions  of the Merger  Agreement.
Upon completion of the Merger,  the separate  corporate  existence of Merger Sub
shall thereupon  cease.  Seller shall continue to be governed by the laws of the
State of West  Virginia and its  separate  corporate  existence  with all of its
rights, privileges,  immunities, powers and franchises shall continue unaffected
by the Merger.

     Section  2.  Name of  Surviving  Corporation.  The  name  of the  surviving
corporation   in   the   Merger   (the   "Surviving   Corporation")   shall   be
"____________________".

     Section 3. Location of Offices.  The business of the Surviving  Corporation
shall     be     conducted     at     its      administrative      office     at
____________________________________________________, and at all other locations
where Seller was legally authorized to carry out its business  immediately prior
to the Merger.

Section 4.        Effect on Outstanding Shares.

     (a) By virtue of the  Merger,  automatically  and without any action on the
part of the  holder  thereof,  each  share of Seller  Common  Stock  issued  and
outstanding  at the effective  time of the Merger (the  "Effective  Time"),  (i)
shares held  directly or  indirectly  by Purchaser  (other than shares held in a
fiduciary capacity or in satisfaction of a debt previously contracted), and (ii)
Treasury  Stock  shall  become and be  converted  into the right to receive  the
merger consideration set forth at Section 2.02 of the Merger Agreement.

     (b) At the Effective  Time, each share of Seller Common Stock held directly
or indirectly by Purchaser (other than shares held in a fiduciary capacity or in
satisfaction  of a debt  previously  contracted)  and  Treasury  Stock  shall be
cancelled  and retired and cease to exist,  and no exchange or payment  shall be
made with respect thereto.

     (c) The  shares  of common  stock of  Merger  Sub  issued  and  outstanding
immediately  prior to the  Effective  Time shall become  shares of the Surviving
Corporation  at the Effective  Time by virtue of the Merger,  automatically  and
without  any  action on the part of the  holder  thereof,  and shall  thereafter
constitute all of the issued and outstanding  shares of the capital stock of the
Surviving Corporation.

                                      B-1

     Section 5. Assets and  Liabilities.  At the Effective  Time, all assets and
property (real, personal, and mixed, tangible and intangible,  choses in action,
rights,  and  credits)  then  owned  by  Seller  shall  pass to and  vest in the
Surviving  Corporation  without any conveyance or other transfer.  The Surviving
Corporation  shall be deemed to be a  continuation  of  Seller.  The  rights and
obligations,  including  liabilities,  of Seller  shall  become  the  rights and
obligations of the Surviving Corporation.

     Section 6. Directors and Officers. At the Effective Time, the directors and
officers of Merger Sub shall become the  directors and officers of the Surviving
Corporation.

     Section 7. Certificate of Incorporation  and Bylaws. At the Effective Time,
the certificate of incorporation  and bylaws of Seller shall be amended in their
entirety to conform to the certificate of incorporation and bylaws of Merger Sub
in  effect  immediately  prior  to the  Effective  Time  and  shall  become  the
certificate of incorporation and bylaws of the Surviving Corporation.

     Section  8.   Termination.   This  Plan  of  Merger  shall  be   terminated
automatically without further act or deed of either of the parties hereto in the
event of the  termination of the Merger  Agreement in accordance  with Article X
thereof.

     Section 9. Stockholder Approval. The transactions contemplated by this Plan
of Merger  have been  approved  by the  affirmative  vote of a  majority  of the
outstanding shares of Seller as sole shareholder of Merger Sub.

     Section 10. Amendments.  This Plan of Merger may be amended by a subsequent
writing signed by the parties hereto upon the approval of the board of directors
of each of the parties hereto.

     Section  11.  Counterparts.  This Plan of Merger may be  executed in two or
more  counterparts,  each of which shall be deemed to be an original  and all of
which taken together shall constitute one instrument.

     Section  12.  Successors.  This Plan of Merger  shall be  binding  upon the
successors of Seller.

     Section 13.  Governing  Law.  This Plan of Merger shall be governed by, and
interpreted in accordance with the laws of West Virginia,  without  regarding to
conflicts of laws.

     Section 14.  Severability.  In the event that any one or more provisions of
this  Plan  of  Merger  shall  for  any  reason  be  held  invalid,  illegal  or
unenforceable  in any  respect,  by any court of  competent  jurisdiction,  such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Plan of Merger and the  parties  shall use their  reasonable  efforts to
substitute a valid, legal and enforceable provision which, insofar as practical,
implements the purposes and intents of this Plan of Merger.

     Section 15. Captions and References. The captions contained in this Plan of
Merger are for convenience of reference only and do not form a part of this Plan
of Merger.

                            [Signature page follows]

                                      B-2

<PAGE>




     IN WITNESS WHEREOF,  the parties hereto have caused this Agreement and Plan
of Merger to be duly executed as of the date first above written.


                                                ENERGY SERVICES MERGER SUB, INC.

                                            By:
                                                --------------------------------
                                                Name
                                                Title

     I,  ________________,  the duly elected,  qualified and acting Secretary of
Energy Services Merger Sub, Inc., hereby certify that this Agreement and Plan of
Merger has been approved and adopted by Energy Services  Acquisition  Corp., the
sole    stockholder   of   Energy    Services    Merger   Sub,   Inc.,   as   of
____________________, 2008.


                                            By:
                                                 -----------------------
                                                 [Name]
                                                 Secretary



                                                 S.T. PIPELINE, INC.

                                            By:
                                                 ---------------------------
                                                 [Name]
                                                 [Title]


     I,  _________________________,  the  duly  elected,  qualified  and  acting
Secretary  of  Energy  Services  Acquisition  Corp.  hereby  certify  that  this
Agreement  and Plan of Merger has been  approved and adopted by Energy  Services
Acquisition Corp., as of ___________________, 2008.



                                                  ------------------------------
                                                  Marshall T. Reynolds
                                                  Chairman of the Board and
                                                   Chief Executive Officer

                                      B-3