Asset Purchase Agreement


    
      Exhibit 10.1

       

       

      ASSET
        PURCHASE AGREEMENT

       

                     
        This Asset Purchase Agreement (this “Agreement”) dated as of January 2, 2007 is
        among Energy King, Inc., a California corporation (the "Buyer"), Barnett
        Plumbing, Inc., a California corporation also doing business as Barnett Heating
        and Air (the "Seller"), and Robert E. Barnett and Sherry E. Barnett
        (collectively, the "Stockholders"; the Seller and the Stockholders are sometimes
        collectively referred to as the “Seller Parties”).

       

      RECITALS:

       

                     
        WHEREAS, the Seller is engaged in the business of providing plumbing,
        heating, ventilating, air conditioning and indoor air quality services and
        goods
        and other related services and goods (the "Business"); and

       

                     
        WHEREAS, the Buyer desires to purchase from the Seller, and the
        Seller Parties desire to have the Seller sell to the Buyer, substantially
        all of
        the assets of the Seller, including those used in connection with the Business,
        on the terms and subject to the conditions set forth in this Agreement;

       

                     
        NOW, THEREFORE, in consideration of the mutual agreements
        contained herein, the parties hereby agree as follows:

       

      Section
        1.             
Sale of Assets and Assumption of Liabilities.

       

                     
        1.1.         Purchase and Sale of
        Assets.  Subject to the conditions set forth below, at the
        Closing (as defined in Section 2.3), the Seller will sell and
        deliver to the Buyer, and the Buyer will purchase from the Seller, all of
        the
        Seller's right, title and interest in and to the Purchased Assets.  As used
        in this Agreement, the term “Purchased Assets” shall mean all of the assets,
        properties, rights and interests of the Seller of whatever kind or nature,
        real
        or personal, tangible or intangible and wherever located, as such assets
        may
        exist at the time of the Closing (other than the Excluded Assets described
        in
Section 1.2), including any used in or held for use by the
        Business and any listed on Schedule 1.1.

       

                     
        1.2.         Excluded
        Assets.  Notwithstanding Section 1.1, the
        Purchased Assets will not include the following (collectively, the "Excluded
        Assets"): (a) the Seller's rights under this Agreement; (b) the Seller's
        corporate minute books, corporate seal, charter documents and stock records;
        (c)
        any cash, checks or cash equivalents (other than any representing any customer
        deposits which are required to be paid to Buyer); (d) any accounts and accounts
        receivable of the Seller with respect to any projects which were fully completed
        and billed prior to the Closing; (e) the Seller’s bank accounts; (f) any
        non-transferable licenses; (g) any employee benefit plans; (h) any leased
        or
        owned real property, any buildings thereon, and any related rights and
        authorizations associated with the fee ownership thereof, if any; (i) any
        rights
        under any insurance contracts maintained by the Seller to the extent related
        to
        the Excluded Liabilities (as defined in Section 1.4); (j) the
        assets specifically identified on Schedule 1.2; and (k) any
        business records and files to the extent related to the foregoing Excluded
        Assets or the Excluded Liabilities.

                     
        

                     
        1.3.         Assumption of
        Liabilities.  Subject to the terms and conditions set forth in
        this Agreement, at the Closing, as part of the consideration for the purchase
        and sale of the Purchased Assets, the Buyer shall assume, and shall thereafter
        pay and perform as they become due, subject to all lawful defenses and setoffs,
        the following liabilities and obligations of Seller in accordance with their
        respective terms (the “Assumed Liabilities”), and no others:

       

      
        
          
          

        

        
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        (a)           Liabilities and
        obligations of the Seller from and after the Closing Date under the preventative
        maintenance agreements, maintenance agreements and service agreements listed
        on
Schedule 1.3(a) (but not any liability or obligation resulting
        from any breach or violation thereof on or prior to the Closing or any act,
        omission, event, occurrence or circumstance occurring or existing on or prior
        to
        the Closing);

       

                     
        (b)           Liabilities and
        obligations of the Seller from and after the Closing Date under the personal
        property leases, and the contracts and other agreements listed on
Schedule 1.3(b) (but not any liability or obligation resulting
        from any breach or violation thereof on or prior to the Closing or any act,
        omission, event, occurrence or circumstance occurring or existing on or prior
        to
        the Closing);

       

                     
        (c)           Liabilities and
        obligations of the Seller on the Closing Date for Customer Deposits, but
        only to
        the extent such Customer Deposits are set forth on an itemized list provided
        at
        the Closing and the aggregate amount of such Customer Deposits has been
        delivered to the Seller as part of the Purchased Assets;

       

                     
        (d)           Liabilities and
        obligations of the Seller after the Closing Date under the terms and conditions
        of the warranty arrangements provided by the Seller in the ordinary course
        of
        the Business for installations and service prior to the Closing Date, but
        only
        (i) until the date which is one year after the date of the applicable
        installation or service, (ii) provided that the aggregate amount of all costs
        and expenses incurred and amounts paid by Buyer with respect to any job
        (including without limitation all direct or indirect costs of labor) shall
        not
        exceed $1,000, and (iii) provided that such assumed liabilities and obligations
        shall not include any liabilities or obligations for improper design, design
        defects or economic loss or injury; and

       

                     
        (e)           Liabilities and
        obligations of the Seller for the one day’s salary and other wages earned by or
        payable to employees that accept offers of employment from the Buyer (that
        are
        other than the Stockholders or their relatives) for January 1, 2007 and any
        payroll taxes with respect thereto, provided that the Buyer shall be entitled
        to
        receive all payments, income and revenues of the Seller from any work performed
        on January 1, 2007.

       

                     
        1.4.         Excluded
        Liabilities.  Except as specifically assumed pursuant to
Section 2.3, the Buyer will not assume or be responsible
        for
        any obligation or liability of the Seller, and the Seller will continue to
        be
        responsible for all its obligations and liabilities, whether known or unknown,
        fixed or contingent, liquidated or unliquidated and secured or unsecured,
        whether arising prior to, at or subsequent to the Closing, whether or not
        related to the Business and whether or not disclosed to the Buyer (collectively,
        the "Excluded Liabilities").  The Seller Parties agree to pay and discharge
        or cause to be paid and discharged all Excluded Liabilities in accordance
        with
        their terms.

       

      Section
        2.             
Purchase Price and Closing.

       

      2.1.        
        Purchase Price.  The aggregate consideration for the sale
        of the Purchased Assets to the Buyer (the “Purchase Price”) will be as follows:
        (i) Three Hundred Thousand Dollars ($300,000) (the “Cash Amount”), (ii) 600,000
        shares of restricted common stock of Buckeye Ventures, Inc., a Michigan
        corporation (“Buckeye”), and (iii) the Buyer’s assumption of the Assumed
        Liabilities.

       

       

      
        
          
          

        

        
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        2.2.         Allocation of
        Purchase Price.  The Purchase Price will be allocated among
        the Purchased Assets, the Assumed Liabilities and any non-competition agreements
        as set forth in Schedule 2.2.  Each party will reflect
        such allocation in any filings required pursuant to Section 1060 of the Internal
        Revenue Code of 1986, as amended (the “Code”) or any similar provisions of
        state, local or foreign law, and in all tax returns.

       

      2.3.        
        Closing.  Subject to the terms and conditions of this
        Agreement, the closing of the purchase and sale of the Purchased Assets
        contemplated by this Agreement (the “Closing”) shall take place on January 2,
        2007, subject to the satisfaction or, if permissible, waiver of the conditions
        set forth in Section 2.5 (the “Closing Date”), at the offices of Buckeye, at
        4455 Lamont Street, Suite 3, San Diego, California 92109, unless another
        date or
        place is agreed to in writing by the parties hereto.

       

      2.4         
        Deliveries.

       

                     
        (a)           At the Closing,
        the Seller Parties will deliver to the Buyer:

       

                     
        (i)            A Bill of
        Sale, Conveyance and Assignment in the form attached hereto as Exhibit A
(the “Bill of Sale”), duly executed by the Seller (and transferring the
        Purchased Assets to the Buyer, free and clear of all liens, security interests,
        charges, claims and other encumbrances of any kind (“Encumbrances”);

       

                     
        (ii)           Certificates of
        title for all registered vehicles that are included in the Purchased Assets,
        properly completed and duly endorsed by the Seller to transfer title to such
        vehicles to the Buyer, free and clear of all Encumbrances;

       

                     
        (iii)          Any other
        instruments of transfer or assignment of the Purchased Assets that the Buyer
        may
        request to vest in the Buyer the interests in the Purchased Assets, free
        and
        clear of all Encumbrances; and

       

                     
        (iv)          By check or wire
        transfer of immediately available funds to an account designated by Buyer
        the
        amount of all deposits from customers of the Seller with respect to goods
        or
        services required to be provided after the Closing (the “Customer
        Deposits”).

       

                     
        (b)           The Buyer will
        deliver or cause to be delivered to the Seller:

       

                     
        (i)            At the
        Closing, $50,000 of the Cash Amount by check or wire transfer of immediately
        available funds to an account designated by the Seller in writing to the
        Buyer
        prior to the Closing Date;

       

                     
        (ii)           At the Closing,
        a Promissory Note in the principal amount of the balance of the Cash Amount
        ($250,000) in the form attached hereto as Exhibit C (the
“Promissory Note”), duly executed by Buckeye;

       

                     
        (iii)          On or before
        February 1, 2007, a stock certificate for 600,000 shares of common stock of
        Buckeye (the “Buckeye Stock”) issued in the name of the Seller; and

       

                     
        (iv)          At the Closing, an
        Assumption Agreement in the form attached as Exhibit B, duly
        executed by the Buyer and effecting the assumption of the Assumed
        Liabilities.

       

      
        
          
          

        

        
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      2.5         
        Closing Conditions.

       

                     
        (a)           The obligations
        of the Seller Parties to consummate the transactions contemplated by this
        Agreement are subject to the satisfaction or waiver on or prior to the Closing
        Date of all of the following conditions: 

       

                     
        (i)            all
        representations and warranties of the Buyer contained in this Agreement shall
        be
        true and correct as of the date of this Agreement and, if the Closing occurs
        other than on the date of this Agreement, true and correct in all material
        respects as of the Closing Date as though such representations and warranties
        had been made on and as of that date; all of the terms, covenants and conditions
        of this Agreement to be complied with and performed by the Buyer on or before
        the Closing Date shall have been duly complied with and performed in all
        material respects; and a certificate to the foregoing effect dated the Closing
        Date and signed by the Buyer shall have been delivered to the Seller;

       

                     
        (ii)           no action or
        proceeding before a court or any other governmental agency or body shall
        have
        been instituted or threatened which seeks to restrain or prohibit or recover
        damages relating to the transactions contemplated by this Agreement;

       

                     
        (iii)          No event or
        circumstance shall have occurred which would constitute a material adverse
        effect on the business, properties or financial condition of Buckeye and
        its
        subsidiaries, taken as a whole;

       

                     
        (iv)          the Seller Parties
        have received the deliveries required to be made to the Seller Parties at
        the
        Closing pursuant to Section 2.4; and

       

                     
        (v)           The Seller
        Parties shall have received a certificate of the Secretary of the Buyer,
        dated
        the Closing Date, certifying as to the Buyer’s articles of incorporation
        (including amendments thereto), which also shall be certified as of a recent
        date by the California Secretary of State, bylaws (including amendments
        thereto), and resolutions of its Board of Directors and, if required, the
        stockholders approving this Agreement and the other Transaction Documents
        and
        the consummation of the transactions contemplated hereby;

       

                     
        (vi)          all actions,
        proceedings, instruments and documents required to carry out the transactions
        contemplated by this Agreement or incidental hereto shall be reasonably
        satisfactory to the Seller.

       

                     
        (b)           The obligations
        of the Buyer to consummate the transactions contemplated by this Agreement
        are
        subject to the satisfaction or waiver on or prior to the Closing Date of
        all of
        the following conditions:

       

                     
        (i)            all
        representations and warranties of the Seller Parties contained in this Agreement
        shall be true and correct as of the date of this Agreement and, if the Closing
        occurs other than on the date of this Agreement, true and correct in all
        material respects as of the Closing Date as though such representations and
        warranties had been made on and as of such date; all of the terms, covenants
        and
        conditions of this Agreement to be complied with or performed by the Seller
        Parties on or before the Closing Date shall have been duly performed or complied
        with in all material respects; and a certificate to the foregoing effect
        dated
        the Closing Date and signed by the Seller Parties shall have been delivered
        to
        Buyer;

       

      
        
          
          

        

        
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        (ii)           no action or
        proceeding before a court or any other governmental agency or body shall
        have
        been instituted or threatened which seeks to restrain or prohibit or recover
        damages relating to the transactions contemplated by this Agreement or as
        a
        result of which Buyer deems it inadvisable to proceed with the transactions
        contemplated hereunder;

       

                     
        (iii)          all necessary
        consents of and filings with any individual, proprietorship, firm, corporation,
        partnership, limited liability company, trust, association or other entity
        or
        government, governmental authority or governmental agency (each, a “Person”)
        relating to the consummation of the transactions contemplated by this Agreement
        shall have been obtained;

       

                     
        (iv)          No event or
        circumstance shall have occurred which would constitute a material adverse
        effect on the business, properties, operations, condition (financial or
        otherwise) or prospects of the Seller or the Business, and the neither the
        Seller nor the Business shall have suffered any material change, loss or
        damage
        to any of its properties or assets, whether or not covered by insurance;

       

                     
        (v)           the Buyer shall
        have received the deliveries required to be made to the Buyer pursuant to
        Section 2.4;

       

                     
        (vi)          The Buyer shall have
        received a certificate of the Secretary of Seller, dated the Closing Date,
        certifying as to the Seller’s articles of incorporation (including amendments
        thereto), which also shall be certified as of a recent date by the California
        Secretary of State, bylaws (including amendments thereto), and resolutions
        of
        its Board of Directors and stockholders approving this Agreement and the
        other
        Transaction Documents and the consummation of the transactions contemplated
        hereby;

       

                     
        (vii)         The Buyer shall have
        entered into a lease with the landlord for the premises or a portion of the
        premises currently leased by the Seller, on terms and conditions acceptable
        to
        the Buyer;

       

                     
        (viii)        The Buyer shall have received a
        non-competition agreement by in the form attached hereto as Exhibit
        D, duly executed by the Seller Parties, and agreements in the form
        attached hereto as Exhibit E,executed by Kyle E. Barnett and
        Travis J. Barnett;

       

                     
        (ix)           The Buyer shall
        have received a list of all Customer Deposits and a list of all prepayments
        and
        deferred revenue with respect to the preventative maintenance, maintenance
        and/or service agreements included in the Assumed Liabilities, which lists
        have
        been certified as true, correct and complete by the Seller Parties;

       

                     
        (x)            Buyer and
        Buckeye shall have received a release, in form and substance satisfactory
        to the
        Seller and Buckeye, dated the Closing Date, releasing any and all claims
        the
        Stockholders may have against the Seller or the Business;

       

                     
        (xi)           Buckeye shall
        have received an investment agreement and any other documents it may request,
        demonstrating that the Seller Parties are entitled to acquire the Buckeye
        Stock
        and satisfy an exemption to the registration requirements under the 1933
        Act and
        any applicable state securities laws;

       

      
        
          
          

        

        
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        (xii)          Buckeye shall have
        received a Transfer Restriction Agreement in the form required by Buckeye,
        duly
        executed by the Seller Parties (the “Transfer Restriction Agreement”);

       

                     
        (xiii)         Each Seller and Buckeye
        shall be satisfied in their sole discretion with the results of their
        investigation and review of the Seller and the Business, including the
        operations, assets, contracts, legal compliance, expenses and future prospects
        of the Business;

       

                     
        (xiv)        the Buyer shall have received
        Uniform Commercial Code lien search reports and such other lien search reports
        as it may require and such search reports shall not disclose any unpermitted
        liens which are not terminated on or before the Closing; and

       

                     
        (xv)         all actions, proceedings,
        instruments and documents required to carry out the transactions contemplated
        by
        this Agreement or incidental hereto shall be reasonably satisfactory to the
        Buyer.

       

                     
        (c)           The consummation
        of the Closing hereby shall constitute a waiver of any conditions not so
        satisfied, but no such waiver shall be deemed to affect any representations
        and
        warranties made by any party, or the survival of any representations or
        warranties.

       

      2.6         
        Offers of Employment.  The Buyer will have the right to
        offer employment to any or all persons employed by the Seller on the Closing
        Date as the Buyer may determine in its sole discretion, in each case for
        such
        positions, to commence on the Closing Date or such other time, and on such
        terms
        and conditions as the Buyer may determine in its sole discretion.  The
        Seller shall terminate as of the Closing Date or such later time as they
        are
        first employed by the Buyer, those of its employees who accept an offer of
        employment from the Buyer.  The Seller will pay all such employees all
        compensation, employee benefits, accrued sick pay and accrued vacation pay
        to
        which they are entitled through the date of such termination and shall be
        responsible for all costs, expense and all liabilities associated with respect
        all of its employees that are not offered or do not accept employment with
        the
        Buyer.  The Seller shall also retain and perform all liabilities and
        obligations under the employee benefit plans it maintains or maintained for
        the
        benefit of any of its employees or former employees or their dependents,
        including those employees which accept an offer of employment from the Buyer,
        in
        accordance with the terms of such plans and applicable law.

       

      2.7         
        Change of Corporate Name.  Immediately following the
        Closing, the Seller will amend its articles of incorporation to change its
        name
        to a name acceptable to the Buyer that is not similar to “Barnett Plumbing,
        Inc.” or “Barnett Heating and Air” or “Barnett, Inc.”

       

      Section
        3.             
Representations and Warranties of the Seller Parties.  Each of the
        Seller Parties jointly and severally represents and warrants to the Buyer
        as
        follows:

       

                     
        3.1.        
Organization.  The Seller is a corporation duly organized,
        validly existing and in good standing under the laws of its state of
        incorporation and has all requisite corporate power and authority to own,
        lease
        and operate its properties and assets and to conduct the Business as currently
        conducted or proposed to be conducted.  The Seller is not required to be
        qualified to do business as a foreign corporation in any jurisdiction.  No
        part of the Business is conducted through any agent, subsidiary or affiliate
        of
        the Seller or any other Person.

       

      
        
          
          

        

        
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        3.2.        
Authority.  Each of the Seller Parties has all requisite
        power and authority to execute, deliver and perform its obligations under
        this
        Agreement and the other agreements being executed and delivered in connection
        with this Agreement (collectively, together with this Agreement, the
        "Transaction Documents") to which it is a party and to consummate the
        transactions contemplated hereby and thereby.  The execution, delivery and
        performance of this Agreement and the other Transaction Documents by the
        Seller
        and the consummation of the transactions contemplated by the Transaction
        Documents have been duly authorized by all requisite corporate action on
        the
        part of the Seller.  This Agreement and each of the other Transaction
        Documents to any Seller Party is a party constitutes the legal, valid and
        binding obligation of the Seller Party that is a party thereto, enforceable
        against such Seller Party in accordance with their respective terms.

       

                     
        3.3.         No
        Conflicts.  The execution, delivery and performance of this
        Agreement and the other Transaction Documents by the Seller Parties and the
        consummation of the transactions contemplated by the Transaction Documents
        (a)
        except as set forth on Schedule 3.3, do not require any of the
        Seller Parties to file any notice with or obtain any consent, approval,
        authorization or exemption from any Person, including any government or
        governmental agency or instrumentality (other than filings of notices required
        under applicable securities laws), (b) will not violate any writ, injunction,
        decree, order, judgment, law, statute, ordinance, rule or regulation binding
        upon or applicable to the Seller Parties, (c) will not violate or constitute
        a
        default or breach under the Seller’s certificate or articles of incorporation or
        by-laws or any agreement or commitment to which any of the Seller Parties
        is a
        party or by which any of the Seller Parties or any of their respective
        properties (including the Purchased Assets) may be bound and (d) will not
        result
        in the imposition of any security interest, lien, charge or other encumbrance
        on
        any of the Purchased Assets.

       

      3.4.        
        Financials.  Certain financial information and financial
        statements for the Seller and the Business have been delivered by the Seller
        Parties or their representatives to the Buyer prior to the date of this
        Agreement (all such financial information and financial statements are sometimes
        referred to, collectively, as the “Financials”).  The financial statements
        included in the Financials have been prepared on a consistent basis.  All
        financial information included in the Financials is true and correct, each
        balance sheet included in the Financials is true and correct and fairly presents
        the assets, liabilities and financial position of the Seller as of the date
        indicated thereon, and each statement of income included in the Financials
        is
        true and correct and fairly presents the revenues, expenses and results of
        operations of the Seller for the periods indicated thereon.  

       

                     
        3.5.        
Liabilities.  The Seller shall satisfy all of its
        liabilities and obligations as when due and payable or required to be performed
        (other than those which constitute Assumed Liabilities).  The Seller has no
        liabilities (whether known or unknown, fixed or contingent, liquidated or
        unliquidated or secured or unsecured) that will be asserted against the Buyer
        or
        the Purchased Assets after the Closing (except for the Assumed
        Liabilities).  As of the Closing Date, both before and after giving effect
        to the transactions contemplated by this Agreement, the assets of the Seller
        exceed the liabilities of the Seller, as determined in each case in accordance
        with generally accepted accounting principles and at their fair valuations,
        and
        the Seller will not have unreasonably small capital or be unable to pay its
        debts and perform its obligations as they become due.  The list of Customer
        Deposits provided to the Buyer at the Closing is true, correct and complete
        in
        all respects.  The list of payments and amounts of deferred revenue with
        respect to the preventative maintenance, maintenance and/or service agreements
        included as Assumed Liabilities provided to the Buyer at the Closing is true,
        correct and complete in all respects and the deferred revenue liability with
        respect thereto does not exceed $60,000 in the aggregate.

       

      3.6.        
        Title.  The Seller has good and marketable title to the
        Purchased Assets, and the Bill of Sale will transfer good and marketable
        title
        in the Purchased Assets to the Buyer, in each case free and clear of all
        Encumbrances (subject, in the case of leased properties, to the rights of
        the
        lessors under the applicable leases).

       

      
        
          
          

        

        
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      3.7.        
        Personal Property.  Schedule 3.7 lists, in reasonable
        detail, (i) all vehicles owned or leased by the Seller, regardless of value,
        (ii) all other personal property owned by the Seller with an individual book
        value or market value in excess of $500, and (iii) all leased property and
        all
        leases in respect of any personal property.  The additional assets set
        forth on the listing attached to Schedule 3.7 are included in
        the Purchased Assets.  All leased property is in the condition required by
        the applicable lease, the Seller is not in default under any lease and all
        leases are in full force and effect and constitute legal, valid and binding
        agreements of the parties (and their successors) thereto in accordance with
        their respective terms.

       

      3.8.        
        Real Property.  The Seller does not own any real
        property.  The only real property leased, subleased, used or otherwise
        occupied by the Seller in the conduct of its business is the property at
        5729
        Terminal Avenue, Riverbank, California, which is leased pursuant to an oral
        lease from Harold Barnett.

       

                     
        3.9.         Contracts and
        Leases.  Schedule 3.9 sets forth all
        agreements or other commitments to which Seller is a party or which is otherwise
        bound that (i) are required, necessary or desirable to operate the Business
        or
        otherwise material to the Business, (ii) are either a preventative maintenance,
        maintenance or service agreements or similar types of agreements or
        arrangements, (iii) are leases, or (iv) may be binding upon the Buyer after
        the
        Closing.  The Seller has no agreements or other commitments that prohibit
        or restrict the Seller or any other owner of the Purchased Assets from freely
        using or disclosing any information, from freely providing goods or services
        to
        any person or entity or restrict in any respect the types of business or
        geographical territory in which any business may be engaged.  True, correct
        and complete copies of all agreements and commitments described in this Section
        or otherwise relating to the Assumed Liabilities have been provided to the
        Buyer.  The Seller is not in default under any of its agreements or
        commitments, including any agreement or commitment set forth on Schedule
        3.9.

       

                     
        3.10.       Customer
        List.  Concurrently with the Closing the Seller will deliver
        to the Buyer the original and all copies of the Seller’s customer list. 
The Seller has not disclosed and will not disclose the customer list to any
        other Person or retain or use the customer list after the Closing for any
        purpose.  

       

                     
3.11.       Compliance with Law;
        Licenses.  The Purchased Assets and the operation of the Business are
        in all respects in compliance with all applicable laws, statutes, ordinances,
        rules, regulations,  permits, licenses and authorizations, including those
        concerning labor and employment, environmental and tax matters.  The Seller
        holds and has in all respects complied with the permits, licenses and
        authorizations set forth on Schedule 3.11, which are all of the permits,
        licenses and authorizations required to conduct the Business and (to the
        extent
        they are transferable) are included in the Purchased Assets.  Neither the
        Seller nor the Stockholder has received any notice that any government or
        governmental authority or instrumentality intends to cancel, terminate or
        not
        renew any such permit, license or authorization.  

       

      3.12.      
        Litigation.  Except as set forth on Schedule
        3.12, there is no action, suit, proceeding or investigation in any
        court or before any arbitrator or government agency or instrumentality pending
        or, to the knowledge of any of the Seller Parties, threatened against or
        affecting the Seller or any of the Seller's properties (including any of
        the
        Purchased Assets) or the Business.  Except as set forth on Schedule
        3.12, there is no outstanding dispute, complaint or claim by any
        customer which has not been resolved to the customer’s satisfaction or that
        might result in any action, suit, proceeding or investigation against the
        Business.  There are no judgments, orders, writs, injunctions or decrees
        binding upon or applicable to the Seller or its property (including the
        Purchased Assets).

       

      
        
          
          

        

        
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        3.13.       Taxes.  The
        Seller has properly completed and filed, within the time and in the manner
        prescribed by law, all tax returns and other documents required to be filed
        in
        respect of federal, state, local and foreign taxes, and all such returns
        and
        other documents are true, correct and complete.  The Seller has furnished
        to the Buyer copies of all income tax returns of the Seller for the past
        three
        years.  The Seller has, within the time and in the manner prescribed by
        law, paid all taxes that are due and payable.  The Seller Parties have
        adequate sources of cash to pay and shall pay all taxes that become due and
        payable, including income taxes assessed against the Stockholders by virtue
        of
        the Seller being a Subchapter S corporation.  There are no liens for taxes
        upon any of the Purchased Assets. There are no examinations in progress or
        claims against any of the Seller Parties for taxes (including penalties and
        interest) for any period or periods and no notice of any claim for taxes,
        whether pending or threatened, has been received.  The stockholders of the
        Seller made a valid election to be taxed as an S corporation within the meaning
        of Section 1361 of the Code, that election is in effect and the Seller has
        not,
        at any time within the past five years, been taxed under the provisions of
        Subchapter C of the Code.  On the effective date of the election to be
        treated as an S corporation, the fair market value of the Seller’s assets were
        approximately equal to the Seller’s tax basis in such assets and the Seller
        Parties (and not the Buyer) shall be responsible and pay any tax that may
        be
        required as a result of any built in gain at the time of the effectiveness
        of
        the Subchapter S election.  The Seller has a taxable year ended December 31
        and has not made an election to retain a fiscal year other than December
        31
        under Section 444 of the Code.

       

      3.14.      
        Capitalization; Investments; Predecessors.  All of
        the issued and outstanding shares of the capital stock of the Seller are
        owned
        beneficially and of record by the Stockholders.  The Seller has no
        subsidiaries and does not own, of record or beneficially, or control, directly
        or indirectly, any equity interest in any Person or any securities convertible
        into any equity interest in any Person.  Set forth on Schedule
        3.14 is a listing of all prior corporate names of the Seller, and all
        names of all predecessor companies of the Seller during the last five years,
        including the names of any Persons acquired by the Seller (by stock purchase,
        merger or otherwise) or owned by the Seller or from whom the Seller previously
        acquired material assets. The Seller has not been a subsidiary or division
        of
        another Person.

       

      3.15.      
        Intellectual Property.  Schedule 
3.15 sets forth (a) all trademarks, service
        marks, trade names, trade
        styles, copyrights and all registrations or applications therefor, (b) all
        patents, inventions and all registrations or applications therefor, and (c)
        all
        licenses, sublicenses and other agreements to which the Seller is a party,
        either as licensee or licensor or otherwise, related to any intangible or
        intellectual property used in the business conducted by Seller (all intangible
        or intellectual property owned, held for use in or used in the Business
        conducted by the Seller, whether or not listed, the “Intellectual
        Property”).  All actions necessary to maintain the registration,
        application or use of the Intellectual Property have been taken, and the
        Seller
        has not engaged in any conduct or omitted to perform any necessary act, the
        result of which would invalidate, abandon or otherwise render the Seller’s
        rights to any Intellectual Property unenforceable. The Seller is not, and
        the
        Buyer will not be, required to pay any royalty, license, fee or other similar
        compensation with respect to the Intellectual Property.  None of the
        Intellectual Property infringes or misappropriates or otherwise violates
        or has
        been alleged to infringe, misappropriate or otherwise violate any propriety
        rights of any other Person, nor is the Seller otherwise in the conduct of
        its
        business infringing upon, or alleged to be infringing upon, any propriety
        rights
        of any other Person.  To the knowledge of the Seller and the Stockholder,
        no Person is engaged in any activity which would constitute infringement
        of the
        Seller’s rights in the Intellectual Property.

       

      
        
          
          

        

        
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      3.16.      
        Warranties and Claims.  Schedule 3.16
        accurately describes all warranty, sales return or allowance and similar
        policies related to the Business.  No failure on the part of the Seller to
        perform any work in accordance with all plans and specifications or in a
        good
        and workman-like fashion will result in any loss, damage, liability, cost
        or
        expense to the Buyer.  None of the Seller Parties has received any notice
        or are otherwise aware of any claim by any customer or any other person or
        entity against the Seller based in any way on or related to any theory of
        product liability, any product defect or unresolved claim or problem with
        respect to any of goods or services provided by the Seller.  

       

      3.17.      
        Name.  No person has been granted the right to use the name
“Barnett”, either alone or together with any other word or words,
        by any of the
        Seller Parties or their affiliates or, to their knowledge, any of their
        relatives in the heating, ventilating, air conditioning, indoor air quality
        or
        plumbing industries.

       

      3.18.      
        Adequacy of Purchased Assets.  The Purchased Assets
        constitute all of the assets held for use or used in connection with the
        Business as currently conducted (other than the Excluded Assets) and the
        Purchased Assets are adequate to enable the Buyer to conduct after the Closing
        the Business as currently conducted by the Seller.  There are no existing
        agreements or arrangements among Seller Related Parties or their affiliates
        or
        relatives which must be continued or replaced after the Closing to enable
        Buyer
        to conduct after the Closing the Business as currently conducted by Seller,
        except for the lease of the real property currently leased by the Seller
        and the
        arrangements to use the licenses of Robert E. Barnett to qualify the
        Business.  All of the tangible Purchased Assets and other items necessary
        to conduct the Business are, and shall on the Closing Date be, located at
        the
        Seller’s leased facility or on a job site to which Buyer shall have
        access.

       

                     
        3.19.       Full Disclosure. 
No representation or warranty made by any of the Seller
        Parties in this
        Agreement (including any Schedule or Exhibit hereto), any other Transaction
        Document or in any other document delivered in accordance with this Agreement,
        contains any untrue statement of a material fact or omits to state a material
        fact necessary to make the statements contained herein not misleading.

       

      Section
        4.             
Representations and Warranties of the Buyer.

       

                     
        The Buyer represents and warrants to the Seller Parties as follows:

       

                     
        4.1.         Organization.
 The Buyer is a corporation duly organized, validly existing
        and
        in good standing under the laws of its state of incorporation and has all
        requisite corporate power and authority to own, lease and operate its properties
        and assets and to conduct its business as currently conducted or proposed
        to be
        conducted.

       

                     
        4.2.        
Authority.  The Buyer has all requisite power and authority
        to execute and deliver and perform its obligations under this Agreement and
        the
        other Transaction Documents to which it is a party and to consummate the
        transactions contemplated hereby and thereby.  The execution, delivery and
        performance of this Agreement and the other Transaction Documents by the
        Buyer
        and the consummation of the transactions contemplated by the Transaction
        Documents have been duly authorized by all requisite corporate action on
        the
        part of the Buyer.  This Agreement and the other Transaction Documents to
        which the Buyer is a party constitute the legal, valid and binding obligations
        of the Buyer, enforceable against the Buyer in accordance with their respective
        terms.

       

      
        
          
          

        

        
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        4.3.         No
        Conflicts.  The execution, delivery and performance of this
        Agreement and the other Transaction Documents by the Buyer and the consummation
        of the transactions contemplated hereby (a) do not require the Buyer to file
        any
        notice with or obtain any consent, approval, authorization or exemption from
        any
        person or entity, including any government or governmental agency or
        instrumentality (other than filings of notices under any applicable securities
        laws), (b) will not violate any writ, injunction, decree, order, judgment,
        law,
        statute, ordinance, rule or regulation binding upon or applicable to the
        Buyer
        and (c) will not violate or constitute a default or breach under the Buyer’s
        certificate of incorporation or by-laws or any agreement or commitment to
        which
        the Buyer is a party or by which it or any of its properties may be bound.

       

                     
        4.4.         Buckeye
        Stock.  Upon the issuance thereof, the Buckeye Stock to be
        delivered to the Seller pursuant to this Agreement will be duly authorized
        and
        validly issued and fully paid and nonassessable.  The shares of Buckeye
        Stock to be issued to the Seller pursuant to this Agreement will not have
        been
        registered under the Securities Act of 1933, as amended (the “1933 Act”).

       

      Section
        5.             
Additional Agreements.

       

                     
        5.1          Barnett
        Name and Mark.  None of the Seller Parties shall, and the
        Seller Parties shall not permit any of their direct or indirect affiliates
        to,
        directly or indirectly use or authorize, license or otherwise permit any
        other
        Person to directly or indirectly use, the BARNETT name or mark, whether alone
        or
        in connection with any other word or words, whether as part of any official
        name, fictitious name, trade name, trade style, logo, slogan or other name
        or
        designation or otherwise, in connection with the provision of any heating,
        ventilation, air conditioning, indoor air quality or plumbing goods or services
        or any other business which is similar to or which competes with any such
        business.

       

                     
        5.2.         Right of First
        Offer.  In the event any of the Seller Parties or any of their
        direct or indirect affiliates (each, together with the Seller Parties, a
        “Contracting Party”) directly or indirectly requires any heating, ventilating,
        air conditioning, indoor air quality, plumbing or other goods or services
        of a
        type provided by the Buyer or its affiliates (the “Goods and Services”),
        including any Goods and Services required in connection with their construction
        of any custom homes, the Seller Parties shall, and shall cause the Contracting
        Parties to (i) notify the Buyer and offer the Buyer and its affiliates the
        first
        opportunity to provide such Goods or Services at the desired pricing, terms
        and
        conditions, and (ii) if the Buyer and its affiliates decline to provide such
        Goods and Services on such basis, not offer another Person the opportunity
        to
        provide such Goods or Services on more favorable pricing, terms or conditions
        without first re-offering the Buyer and its affiliates the opportunity to
        provide such Goods and Services on such more favorable pricing, terms or
        conditions.

       

                     
        5.3.        
Transition Services.  

       

                     
        (a)           For the period
        from the Closing Date to and including January 31, 2007 (as such period may
        be
        extended the “Transition Period”), the Seller Parties shall assist the Buyer and
        facilitate the transfer to Buyer of the Purchased Assets and the Business,
        including ongoing operations and goodwill of the Business, the Seller’s
        relationships relating to the Business, and any information regarding the
        Business.  In addition, if requested by the Buyer, during the Transition
        Period, Robert E. Barnett shall permit the Buyer to utilize his individual
        licenses (the “Licenses”) and act as a qualifier for the Buyer to enable the
        Buyer to conduct the Business.  The Seller Parties shall provide the
        foregoing services during the Transition Period without any compensation
        apart
        from the Purchase Price.  

       

      
        
          
          

        

        
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        (b)           Robert E.
        Barnett shall use commercially reasonable efforts to maintain the Licenses
        in
        good standing and act to qualify the Buyer’s Business during the Transition
        Period.  In the performance of the obligations under this Section, each
        Seller Party will act and shall be treated as an independent contractor (not
        as
        an employee of the Buyer) for federal, state and local tax purposes and all
        other purposes, except if and to the extent required by law to properly license
        and qualify the Business.  If the Buyer requests to use the Licenses and
        have Robert E. Barnett qualify the Buyer’s Business, the Buyer shall indemnify,
        defend and hold harmless Robert E. Barnett, to the maximum extent permitted
        by
        law, from and against any and all actions, proceedings, liabilities, losses,
        claims, demands, damages, costs and expenses (including reasonable attorneys’
fees and costs) to the extent arising out of or resulting from the Buyer’s
        reliance on the Licenses after the Closing; provided, however, such
        indemnification shall not be required to be provided to the extent such matters
        arise from or are caused by Robert E. Barnett’s acts or omissions.

       

                     
        5.4.         Tax
        Returns.  On and after the Closing, each party shall, and
        shall cause each of its affiliates to, provide to each of the other parties
        hereto such cooperation and information as any of them reasonably may request
        in
        connection with the filing any tax return, amended tax return or claim for
        refund, determining any liability for taxes or a right to refund of taxes
        or in
        conducting any audit or other proceeding in respect of taxes.

       

                     
        5.5.        
Cooperation.  On and after the Closing, each party hereto
        shall deliver or cause to be delivered to the other parties hereto such
        additional documents, releases, assignments and instruments as the other
        parties
        may reasonably request for the purpose of carrying out the purposes of this
        Agreement.  Each of the Seller Parties will cooperate and use reasonable
        efforts to have the present and former officers, directors and employees
        of the
        Seller cooperate with the Buyer on and after the Closing in furnishing
        information, evidence, testimony and other assistance in connection with
        any
        filing obligations, actions, proceedings, arrangements or disputes of any
        nature
        with respect to matters pertaining to periods prior to the Closing Date.

       

      5.6.        
        Turnover of Payments.  In the event that any party hereto
        receives any payment, instrument of payment or other property to which any
        other
        party hereto is entitled, such party shall deliver the same or cause the
        same to
        be delivered promptly to the party entitled thereto (with endorsement if
        necessary but otherwise in the same form as received) and until so delivered
        hold the same in trust for the benefit of and as the property of the party
        entitled thereto. 

       

                     
        5.7.         Offset
        Rights.        Without limiting any
        rights or remedies of the Buyer, the Buyer shall have the right, at its option,
        to offset, setoff and deduct any amount due from any of the Seller Parties
        and,
        in the case of any pending unresolved claim, the amount involved in such
        claim
        (but in the case of any unresolved claim only until such time, if any, as
        such
        claim is resolved in favor of such Seller Party), against any amounts due
        from
        Buyer or any of its affiliates, including  any amounts due under the
        Promissory Note.

       

      
        
          
          

        

        
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        5.8.         Deficit
        Protection.  In the event that the sum of (i) the Fair Market
        Value on December 31, 2007 (the “Measurement Date”) of the Buckeye Stock
        issued in connection with this Agreement plus (ii) the amount of any cash
        or the
        Fair Market Value of any other property distributed, paid or provided after
        the
        Closing with respect to such stock is less than $150,000 (such difference
        the
“Deficit”), then on or prior to January 31, 2008 Buyer shall pay or cause
        Buckeye to pay the Seller an amount equal to the Deficit.  Notwithstanding
        the foregoing, the obligation to make any payment pursuant to this Section
        automatically shall terminate if on or prior to the Measurement Date any
        Buckeye
        Stock is directly or indirectly sold, transferred or otherwise disposed of
        to
        any Person other than the Stockholders and the Seller Parties shall certify
        to
        Buyer and the Buckeye that no such sale, transfer or other disposition has
        been
        made on or prior to such date.  The Deficit may be paid by Buckeye in cash,
        by check or wire transfer, or in shares of common stock of Buckeye (which
        shares
        shall be valued at their Fair Market Value on the Measurement Date) or any
        combination thereof.  Any payments in stock shall be made by delivering
        stock certificates for the number of whole shares, with a cash payment in
        lieu
        of any fractional shares.  If payment is made in shares of common stock of
        Buckeye, such shares shall be deemed to be subject to all of the restrictions
        and provisions applicable to the Buckeye Stock in this Agreement and the
        other
        agreements executed in connection herewith, including the Transfer Restriction
        Agreement, and the amount of shares permitted to be sold shall be equitably
        adjusted, when appropriate, to reflect the issuance of such additional
        shares.  The term “Fair Market Value” shall mean with respect to any share
        of stock the fifty (50) day moving average of the daily closing prices of
        a
        share of such stock as calculated by Buyer or Buckeye or, if not listed or
        admitted to trading on any exchange, NASDAQ, or similar organization, or
        if the
        property is other than stock, the fair market price as determined in good
        faith
        by the mutual agreement of the Seller and the Company or if they are unable
        to
        agree, by a investment banker or other Person selected by Buyer or Buckeye
        to
        make such valuation and reasonably acceptable to the Seller (and the fees
        and
        costs of such Person shall be paid 50% by Buyer and 50% jointly and severally
        by
        the Seller Parties).  The calculations required in this Section shall be
        equitably adjusted by Buyer or Buckeye in the event of any dividend or
        distribution on account of any stock, including any dividend payable in shares
        of capital stock, any subdivision, reclassification or recapitalization of
        the
        outstanding shares of stock into a greater number of shares, any combination,
        reclassification or recapitalization of any such stock into a lesser number
        of
        shares, or any issuance of any shares by or in connection with the
        reclassification of any capital stock of Buckeye (including any reclassification
        in connection with, consolidation or merger) or any similar event or
        transaction.  Any such adjustments made by Buyer or Buckeye in good faith
        shall be conclusive.

       

      Section
        6.             
Indemnification.

       

                     
        6.1.        
Indemnification.

       

                     
(a)           The Seller
        Parties will, jointly and severally, indemnify, defend and hold harmless
        the
        Buyer from and against all actions, proceedings, liabilities, losses, claims,
        demands, damages, costs and expenses, including reasonable attorneys’ fees
        (collectively, "Claims"), to the extent arising out of or related to (i)
        any
        Excluded Liabilities, (ii) any breach of any representation, warranty or
        agreement made by any of the Seller Parties in or pursuant to this Agreement
        or
        any of the other Transaction Documents, (iii) any liabilities or obligations
        to
        the extent relating to, based on or arising out of events or conditions
        occurring or existing in connection with or arising out of the Business prior
        to
        the Closing Date or the acts or omissions of the Seller prior to the Closing
        Date (other than the Assumed Liabilities), or (iv) any failure of the parties
        to
        have complied with any applicable bulk sales law.

       

      
        
          
          

        

        
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      (b)          
        The Buyer will indemnify, defend and hold harmless the Seller Parties from
        and
        against all Claims to the extent arising out of or related to (i) the failure
        of
        the Buyer to discharge any of the Assumed Liabilities pursuant to their terms,
        (ii) any breach of any representation, warranty or agreement made by the
        Buyer
        in or pursuant to this Agreement or any of the other Transaction Documents,
        or
        (iii) any liabilities or obligations of Buyer incurred by virtue of Buyer
        conducting the Business after the Closing, except to the extent the same
        arises
        out of, results from, or relates to any matter for which Buyer is to be
        indemnified by the Seller Parties pursuant to Section
        6.1(a).

       

                     
        6.2.        
Survival.  The representations, warranties and agreements
        made by the parties in the Agreement or the other Transaction Documents or
        any
        other document or certificate delivered pursuant to this Agreement or any
        Transaction Document will survive the Closing.

       

      Section
        7.             
Additional Matters.

       

                     
7.1.         Securities
        Matters.  Each Seller Party acknowledges that the shares of
        Buckeye Stock being issued in connection with this Agreement have not been
        and
        will not be registered under the 1933 Act, or any state securities laws and
        may
        not be resold without compliance with the 1933 Act and any applicable state
        securities laws or based upon an exemption, if available, under the 1933
        Act and
        any applicable state securities laws.  Each Stockholder further represents,
        warrants and covenants that (a) the shares of Buckeye Stock being issued
        in
        connection with this Agreement are being acquired by the Seller Parties solely
        for their own account, for investment purposes only, and with no present
        intention of distributing, selling or otherwise disposing of such Buckeye
        Stock
        in connection with a distribution, and (b) none of the shares of Buckeye
        Stock
        being issued to or obtained by any Seller Party will be offered, sold, assigned,
        pledged, hypothecated, transferred or otherwise disposed of except after
        full
        compliance with all of the applicable provisions of the 1933 Act and the
        rules
        and regulations of the United States Securities and Exchange Commission (the
        “SEC”) and after full compliance with any applicable state securities
        laws.  Each Seller Party acknowledges that, in addition to any other
        legends which Buckeye may require, including those required by the Transfer
        Restriction Agreement, all certificates evidencing the Buckeye Stock shall
        bear
        the following legend:

       

      THE SHARES REPRESENTED
        BY
        THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
        AS
        AMENDED (THE “1933 ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY ONLY BE
        SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THE 1933
        ACT
        AND ANY APPLICABLE STATE SECURITIES LAWS.  THE SHARES ARE “RESTRICTED
        SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT.

       

      7.2.        
        Economic Risk; Sophistication.  Each Seller Party
        represents and warrants that such Seller Party (a) is able to bear the economic
        risks associated with their receipt, acceptance and ownership of restricted
        shares of Buckeye Stock to be issued pursuant to or in connection with this
        Agreement, (b) can afford to sustain a total loss of their restricted shares
        of
        Buckeye Stock, and (c) has such knowledge and experience in financial and
        business matters that such Person is capable of evaluating the merits and
        risks
        of their acceptance and ownership of restricted shares of Buckeye Stock pursuant
        to this Agreement.  Each Seller Party further represents and warrants that
        such Seller Party has been supplied with, or had access to, information to
        which
        a reasonable investor would attach significance in making investment decisions,
        including without limitation the annual reports, quarterly reports and other
        reports and filings that have been filed with respect to Buckeye with the
        SEC
        that are available through the SEC website and, without limiting the generality
        of the foregoing, has had an adequate opportunity to ask questions and receive
        answers from the officers of Buckeye and its subsidiaries concerning any
        and all
        matters relating to Buckeye and its subsidiaries and the transactions described
        herein, including the background and experience of the current and proposed
        officers and directors of Buckeye and its subsidiaries, the plans for the
        operations of the business of Buckeye and its subsidiaries, and any plans
        for
        additional acquisitions and the like.  Each Seller Party represents and
        warrants that such Seller Party has asked any and all questions in the nature
        described in the preceding sentence and all questions have been answered
        to his
        satisfaction and further that such Stockholder is aware that Buckeye has
        a very
        limited operating history.

       

      
        
          
          

        

        
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      7.3.        
        Tax Matters.  Each party acknowledges and agrees that the
        transactions contemplated by this Agreement are expected to be taxable
        transactions and that none of the parties hereto have made any representation
        or
        warranty with respect to the potential or actual federal, state and local
        tax
        consequences of these transactions and each party has consulted and relied
        solely upon their own tax advisors with such matters and assumed all risks
        related thereto.

       

      Section
        8.             
Termination of Agreement.

       

                     
8.1.        
Termination. 
This
        Agreement may be terminated at any time
        prior to the Closing Date solely: (a) by mutual consent of the Seller Parties
        and the Buyer; (b) by the Buyer or the Seller Parties if the transactions
        contemplated by this Agreement to take place at the Closing shall not have
        been
        consummated by January 5, 2007; provided, however, that such party or
        parties shall not be entitled to terminate this Agreement pursuant to this
        Section if the failure to consummate such transactions is due to the willful
        failure of such party or parties to perform any of its or their obligations
        under this Agreement required to be performed prior to or on the Closing
        Date;
        (c) by the Buyer or the Seller Parties if a material breach or default shall
        be
        made by the other parties or party in the observance or in the due and timely
        performance of any of the covenants or agreements contained herein, and the
        curing of such breach or default shall not have been made before the earlier
        of
        (i) five business days after receipt of notice specifying the breach and
        requesting that such breach be cured and (ii) the Closing Date; or (d) if
        the
        conditions to the obligations of such party set forth in this Agreement have
        not
        been satisfied or waived as of the Closing Date.

       

                     
        8.2.        
Liabilities.  The termination of this Agreement will in no
        way limit any obligation or liability of any party based on or arising from
        a
        breach or default by such party with respect to any of its representations,
        warranties, covenants or agreements contained in this Agreement.

       

      Section
        9.             
Miscellaneous.

       

                     
        9.1.         Expenses and
        Taxes.  Whether or not the transactions herein contemplated
        shall be consummated, the Buyer, on the one hand, and the Seller Parties,
        on the
        other hand, will pay their own fees, expenses and disbursements incurred
        in
        connection with the subject matter of this Agreement, including all costs
        and
        expenses incurred in the performance and compliance with all conditions to
        be
        performed by such party under this Agreement, except that the Seller Parties
        (and not the Buyer) shall pay all sales, use, transfer, real property transfer,
        recording, gains, transfer and other similar taxes and fees ("Transfer Taxes")
        imposed in connection with the purchase and other transactions contemplated
        by
        this Agreement.  The  Seller Parties shall file, or cause to be filed,
        all necessary documentation and tax returns with respect to such Transfer
        Taxes.

       

      9.2.        
        No Brokers.  Each party represents and warrants that, it
        employed no broker or agent in connection with this transaction, and agrees
        to
        indemnify the other parties hereto against all loss, cost, damages or expense
        arising out of claims for fees or commission of brokers employed or alleged
        to
        have been employed by such indemnifying party.

       

      
        
          
          

        

        
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        9.3.        
Notices.  All notices required or permitted hereunder shall
        be in writing and shall be deemed to have been duly given (a) as of the date
        delivered if delivered personally, by courier or by courier service, or (b)
        three business days after deposit in the United States mail, registered or
        certified mail, postage prepaid, return receipt requested, addressed if to
        the
        Buyer at c/o Buckeye  Ventures, Inc., 4455 Lamont Street, Suite 3, San
        Diego, CA 92109, Attention:  President, and addressed if to the Seller or
        the Stockholders, to the address set forth on Schedule 9.3 for
        such person or entity; or to such other address or number as any party hereto
        shall specify for itself by notice given pursuant to this Section
        9.3 from time to time; provided, however, that notices of any
        change in an address or number shall not be effective until receipt.

       

                     
        9.4.        
Severability.  In the event that any of the provisions
        contained in this Agreement shall, for any reason, be declared or held to
        be
        unreasonable, unlawful, unenforceable or otherwise invalid in any respect,
        such
        term or provision shall be deemed modified to the extent necessary to make
        it
        enforceable, and in no event shall such declaration or holding affect the
        validity of any other provision of this Agreement, all of which provisions
        shall
        continue in effect in accordance with their terms.

       

      9.5.        
        Interpretation.  The representations, warranties,
        agreements and  covenants of the parties made in the Transaction Documents
        shall survive the consummation of the transactions contemplated hereby and
        the
        consummation of such transactions shall not be deemed a waiver of a breach
        of or
        inaccuracy in any representation, warranty, agreement or covenant or of any
        party’s rights and remedies with regard thereto.  No specific
        representation, warranty, agreement or covenant contained herein shall limit
        the
        applicability of a more general representation, warranty, agreement or covenant
        contained herein.  The use of the terms “including” or “include” shall in
        all cases mean “including without limitation” or “include without limitation”,
        respectively.

       

      9.6.        
        Effect of Investigation.  Any due diligence review, audit
        or other investigation or inquiry undertaken or performed by or on behalf
        of any
        of the parties hereto shall not limit, qualify, modify or amend the
        representations, warranties or covenants or agreements of, or indemnities
        by,
        made or undertaken pursuant to this Agreement, irrespective of the knowledge
        and
        information received (or which should have been received) therefrom by such
        party.

      9.7.        
        Exercise of Rights and Remedies.  No delay or
        omission in the exercise of any right, power or remedy accruing to any party
        as
        a result of any breach or default by any other party under this Agreement
        shall
        impair any such right, power or remedy, nor shall it be construed as a waiver
        of
        or acquiescence in any such breach or default, or of any similar breach or
        default occurring later; nor shall any waiver of any single breach or default
        be
        deemed a waiver of any other breach or default occurring before or after
        that
        waiver.

       

      9.8.        
        Remedies Cumulative.  No right, remedy or election
        given by any term of this Agreement shall be deemed exclusive but each shall
        be
        cumulative with all other rights, remedies and elections available at law
        or in
        equity.

       

                     
        9.9.         Governing
        Law.  This Agreement shall be construed in accordance with and
        governed by the laws of the State of California, without giving effect to
        the
        principles of conflict of laws thereof.

       

      9.10.      
        Assignment, Binding Effect and Entire Agreement.  This
        Agreement and the rights and obligations of the Seller and the Stockholders
        hereunder may not be assigned, whether by operation of law or otherwise,
        without
        the prior written consent of the Buyer.  This Agreement shall be binding
        upon and shall inure to the benefit of the parties hereto, the successors
        and
        assigns of the parties hereto, and the estate, heirs and legal representatives
        of the Stockholders.  This Agreement (including the Schedules and Exhibits
        attached hereto) and the documents referred to herein set forth the entire
        agreement of the parties hereto concerning the subject matter of this Agreement
        and supersede any and all prior agreements and understandings relating to
        the
        subject matter of this Agreement.  This Agreement may only be modified or
        amended by an agreement in writing executed by each of the parties hereto
        and
        any term of this Agreement may be waived only with the written consent of
        the
        party sought to be bound.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      9.11.      
        No Third Party Beneficiaries.  This Agreement is
        solely for the benefit of the parties hereto and, to the extent provided
        herein,
        their successors, heirs, personal representatives and permitted assigns,
        and no
        provision of this Agreement shall be deemed to confer upon other third parties
        any remedy, claim, liability, reimbursement, cause of action or other
        right.

       

                     
        9.12.       Counterparts. 
This Agreement may be executed in any number of counterparts
        or using separate
        signature pages.  Each such executed counterpart and each counterpart to
        which such signature pages are attached will be deemed to be an original
        instrument, and all such counterparts together will constitute one and the
        same
        instrument.

       

                     
        9.13.       Captions. The
        section headings in this Agreement are provided for convenience only and
        are not
        to be considered in the interpretation of this Agreement.

       

                     
9.14.       WAIVER
        OF JURY
        TRIAL.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES
        HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
        PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
        CONTEMPLATED HEREBY.

       

                     
        IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
        date first above written.

       

      ENERGY
        KING,
        INC.                                                                           BARNETT PLUMBING, INC.
        

       

       

      By:                                                                                                            
By:                                                                                         


      Name:                                                                                                            
Robert
        E. Barnett

      Title:                                                                                                                  
President

       

       

                                                                                                                      
        ____________________________________

                                                                                                                       Robert
        E. Barnett,
        individually

       

       

                                                                                                                       
        ____________________________________

                                                                                                                       
        Sherry E. Barnett, individually

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

                                                                                                                     
        

    


     


    Schedule
      1.1

     

    Purchased
      Assets

     

     

    All
      assets, properties, rights and interests of the Seller (other than the Excluded
      Assets), including any assets, properties or rights and interests used in or
      held in the Business, of whatever kind or nature, real or personal, tangible
      or
      intangible, including without limitation those set forth on Annex I and the
      following:

     

                   
      (a)           All accounts and
      accounts receivable, promissory notes of other parties and other rights to
      receive payments from any person or entity with respect to any uncompleted
      or
      unbilled work, including without limitation rights to payments arising from
      the
      sale or lease of goods and services that have not been completed and billed
      (whether current or non-current);

     

                   
      (b)           All rights under
      contracts, agreements, instruments, understandings, leases, commitments and
      other arrangements, whether oral or written, including without limitation
      contracts or orders for the sale or lease of goods and services and further
      including without limitation any and all warranties (express or implied) or
      product agreements of any manufacturer, supplier, vendor or other person or
      entity relating to any Purchased Assets;

     

                   
      (c)           All inventories
      (whether or not allocated to contracts in process), including without limitation
      parts, components, supplies, raw materials, work in process and finished
      products, items purchased for resale or lease by the Seller and items which
      have
      been ordered and purchased by the Seller and are in transit to the Seller at
      the
      time of the Closing;

     

                   
      (d)           All machinery,
      equipment, attachments and parts therefor, tools, leasehold improvements,
      fixtures, computer hardware, office furniture, supplies and other tangible
      personal property of every kind and nature owned, used in or necessary for
      the
      operation of the Business;

     

                   
      (e)           All leasehold
      and ownership interests in trucks, cars, trailers and other vehicles of any
      kind;

     

                   
      (f)            All
      inventions (whether or not patentable) and all improvements and/or enhancements
      thereto, all patents, patent applications and all reissuances, continuations,
      continuations in part, revisions, extensions and re-examinations thereof, all
      trademarks, service marks, trade names (including without limitation the names
      “Barnett Plumbing, Inc.”, “Barnett Heating and Air” and “Barnett, Inc.” (and all
      variations thereof)), trade styles, slogans and all logos, and all applications,
      registrations and renewals in connection therewith, all drawings, technical
      data, product specifications, computer software, source codes, object codes,
      computer files, programs, blueprints, know‐how, trade secrets and other
      proprietary rights and all goodwill associated therewith, including any
      agreements, contracts, leases, licenses and other rights to use any of the
      foregoing;

     

                   
      (g)           All payments or
      amounts received by Seller from customers as deposits for the provision of
      goods
      or services after the Closing (and not payments for goods or services actually
      delivered or performed prior to Closing);

     

                   
      (h)           All prepayments
      and prepaid expenses;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                   
      (i)            All rights
      in incomplete or unfilled contracts, commitments and orders issued for the
      purchase or lease of inventory or other goods or services by the Seller,
      including without limitation parts, appliances, components and supplies;

     

                   
      (j)            All rights
      against suppliers of inventory or other goods or services, including without
      limitation any express or implied warranties and any entitlement to volume
      or
      other discounts or rebates;

     

                   
      (k)           To the extent
      transferable, all authorizations, permits, franchises and licenses related
      to
      the Business;

     

                   
      (l)            All
      claims, refunds, causes of action, choses in action, rights of recovery and
      rights of set‐off or offset of every kind and nature;

     

                   
      (m)          All goodwill and all
      other intangible property;

     

                   
      (n)           All marketing
      plans, marketing manuals, sales materials, promotional materials, catalogues
      and
      advertising and marketing literature and materials; and

     

                   
(o)           All telephone
      numbers, facsimile numbers, electronic email addresses, telephone and internet
      listings of the Seller used in the Business and all post office boxes at which
      the Seller receives correspondence or remittances from customers;

     

                   
(p)           All websites,
      web pages and domain names utilized by the Seller and any related text, content
      or code;

     

                   
(r)            All
      business records and files, including without limitation all customer lists,
      supplier lists and other identifications of former, existing and potential
      customers and suppliers, mailing lists, sales information, customer and supplier
      records, cost and pricing information, billing records, employment and personnel
      records and other records (including without limitation those maintained in
      computer tapes, disks or other computer retrievable formats), in each case
      whether maintained by the Seller or by others for the Seller.