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                          AGREEMENT AND PLAN OF MERGER

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                           Dated as of April 24, 2006

                                  by and among

                          CHARYS HOLDING COMPANY, INC.,

                         LFC ACQUISITION COMPANY, INC.,

                                   LFC, INC.,

            L. FORD CLARK, MELYSA B. AUSTIN, and JAMES E. CLARK, JR.

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<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                -----------------

<S>                                                                         <C>
                                                                            PAGE

ARTICLE I    THE MERGER. . . . . . . . . . . . . . . . . . . . . . . . . .     1
     1.01  The Merger. . . . . . . . . . . . . . . . . . . . . . . . . . .     1
     1.02  Closing Date. . . . . . . . . . . . . . . . . . . . . . . . . .     2
     1.03  Certificates of Merger. . . . . . . . . . . . . . . . . . . . .     2
     1.04  Effect of the Merger. . . . . . . . . . . . . . . . . . . . . .     2
     1.05  Certificate of Incorporation and Bylaws . . . . . . . . . . . .     2
     1.06  Directors . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
     1.07  Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
     1.08  Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
ARTICLE II   MERGER CONSIDERATION. . . . . . . . . . . . . . . . . . . . .     2
     2.01  Consideration . . . . . . . . . . . . . . . . . . . . . . . . .     2
     2.02  Payment of Aggregate Merger Consideration . . . . . . . . . . .     3
     2.03  Existing Business Price Component Adjustment. . . . . . . . . .     6
     2.04  Contingent Performance Installment. . . . . . . . . . . . . . .     6
     2.05  Payment of Tower Debt and Cancellation of Other Indebtedness. .     7
     2.06  Excluded Assets and Associated Liabilities. . . . . . . . . . .     7
     2.07  Adjustment of Aggregate Merger Consideration. . . . . . . . . .     7
     2.08  Phantom Stock Incentive Plan. . . . . . . . . . . . . . . . . .     8
     2.09  Compliance with Section 368 of the Code . . . . . . . . . . . .     8
ARTICLE III  REPRESENTATIONS AND WARRANTIES OF SELLERS . . . . . . . . . .     8
     3.01  Power, Authority, and Organization of Sellers . . . . . . . . .     8
     3.02  No Conflict . . . . . . . . . . . . . . . . . . . . . . . . . .     9
     3.03  Ownership of Company Shares . . . . . . . . . . . . . . . . . .     9
     3.04  Absence of Other Claims . . . . . . . . . . . . . . . . . . . .     9
     3.05  Investment Representations. . . . . . . . . . . . . . . . . . .     9
ARTICLE IV   REPRESENTATIONS AND WARRANTIES OF CERTAIN
             SELLERS AND COMPANY REGARDING COMPANY . . . . . . . . . . . .    11
     4.01  Organization and Authorization. . . . . . . . . . . . . . . . .    11
     4.02  Authorized and Outstanding Stock. . . . . . . . . . . . . . . .    12
     4.03  Absence of Other Claims . . . . . . . . . . . . . . . . . . . .    13
     4.04  No Conflict . . . . . . . . . . . . . . . . . . . . . . . . . .    13


                                       i
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                                TABLE OF CONTENTS
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                                                                            PAGE

     4.05  Required Consents and Approvals . . . . . . . . . . . . . . . .    13
     4.06  No Violation of Law . . . . . . . . . . . . . . . . . . . . . .    13
     4.07  Financial Statements. . . . . . . . . . . . . . . . . . . . . .    14
     4.08  No Undisclosed Liabilities. . . . . . . . . . . . . . . . . . .    14
     4.09  Real Property . . . . . . . . . . . . . . . . . . . . . . . . .    14
     4.10  Personal Property . . . . . . . . . . . . . . . . . . . . . . .    15
     4.11  Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . .    16
     4.12  Intellectual Property . . . . . . . . . . . . . . . . . . . . .    16
     4.13  Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . .    18
     4.14  Employees and Independent Contractors . . . . . . . . . . . . .    19
     4.15  Employee Benefits . . . . . . . . . . . . . . . . . . . . . . .    20
     4.16  Collective Bargaining . . . . . . . . . . . . . . . . . . . . .    24
     4.17  Labor Disputes. . . . . . . . . . . . . . . . . . . . . . . . .    24
     4.18  Bank Accounts . . . . . . . . . . . . . . . . . . . . . . . . .    24
     4.19  Environmental Matters . . . . . . . . . . . . . . . . . . . . .    24
     4.20  Required Licenses and Permits . . . . . . . . . . . . . . . . .    26
     4.21  Insurance Policies. . . . . . . . . . . . . . . . . . . . . . .    26
     4.22  Major Suppliers and Customers . . . . . . . . . . . . . . . . .    26
     4.23  Contracts and Commitments . . . . . . . . . . . . . . . . . . .    27
     4.24  Agreements in Full Force and Effect . . . . . . . . . . . . . .    28
     4.25  Absence of Certain Changes and Events . . . . . . . . . . . . .    28
     4.26  Accounts Receivable . . . . . . . . . . . . . . . . . . . . . .    29
     4.27  Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . .    30
     4.28  Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . .    32
     4.29  Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . .    32
     4.30  Transfer of LFC Environmental, Inc. Assets to Company . . . . .    32
     4.31  Merger Tax Representations. . . . . . . . . . . . . . . . . . .    32
ARTICLE V    REPRESENTATIONS AND WARRANTIES OF PARENT AND
             MERGER SUB. . . . . . . . . . . . . . . . . . . . . . . . . .    33
     5.01  Organization. . . . . . . . . . . . . . . . . . . . . . . . . .    33
     5.02  Capitalization of Merger Sub. . . . . . . . . . . . . . . . . .    34


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                                TABLE OF CONTENTS
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                                                                            PAGE

     5.03  Authorization . . . . . . . . . . . . . . . . . . . . . . . . .    34
     5.04  No Conflict . . . . . . . . . . . . . . . . . . . . . . . . . .    34
     5.05  Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . .    35
     5.06  Parent Shares . . . . . . . . . . . . . . . . . . . . . . . . .    35
     5.07  Merger Tax Representations. . . . . . . . . . . . . . . . . . .    35
ARTICLE VI   COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . .    36
     6.01  Pre-Closing Operations of Company . . . . . . . . . . . . . . .    36
     6.02  Access. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    39
     6.03  Interim Financials. . . . . . . . . . . . . . . . . . . . . . .    39
     6.04  Transfer Taxes. . . . . . . . . . . . . . . . . . . . . . . . .    39
     6.05  Preparation of Supporting Documents . . . . . . . . . . . . . .    39
     6.06  Notices of Certain Events . . . . . . . . . . . . . . . . . . .    40
     6.07  Supplements to Schedules. . . . . . . . . . . . . . . . . . . .    41
     6.08  No Solicitation of Transactions . . . . . . . . . . . . . . . .    41
     6.09  Filings, Other Actions, and Notification. . . . . . . . . . . .    41
     6.10  Confidentiality . . . . . . . . . . . . . . . . . . . . . . . .    42
     6.11  Taxation. . . . . . . . . . . . . . . . . . . . . . . . . . . .    42
     6.12  Affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . .    42
     6.13  Publicity . . . . . . . . . . . . . . . . . . . . . . . . . . .    43
     6.14  Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . .    43
     6.15  Registration Rights . . . . . . . . . . . . . . . . . . . . . .    43
     6.16  Rule 144 Exemptions . . . . . . . . . . . . . . . . . . . . . .    46
     6.17  Dissolution of LFC Environmental, Inc . . . . . . . . . . . . .    46
     6.18  Business Operation. . . . . . . . . . . . . . . . . . . . . . .    46
ARTICLE VII  CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT
             THE MERGER. . . . . . . . . . . . . . . . . . . . . . . . . .    47
     7.01  Regulatory Consents . . . . . . . . . . . . . . . . . . . . . .    47
     7.02  Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . .    47
     7.03  Stockholder Approval. . . . . . . . . . . . . . . . . . . . . .    47
ARTICLE VIII CONDITIONS TO OBLIGATIONS OF COMPANY AND SELLERS. . . . . . .    47
     8.01  Representations and Warranties True and Correct at Closing Date    48


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                                TABLE OF CONTENTS
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                                                                            PAGE

     8.02  Performance of Obligations. . . . . . . . . . . . . . . . . . .    48
     8.03  Certificate of Merger . . . . . . . . . . . . . . . . . . . . .    48
     8.04  Certificates. . . . . . . . . . . . . . . . . . . . . . . . . .    48
     8.05  All Other Documents . . . . . . . . . . . . . . . . . . . . . .    48
ARTICLE IX   CONDITIONS TO OBLIGATIONS OF PARENT AND MERGER
             SUB . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    48
     9.01  Representations and Warranties True and Correct at Closing Date    48
     9.02  Performance Obligations . . . . . . . . . . . . . . . . . . . .    49
     9.03  No Material Change. . . . . . . . . . . . . . . . . . . . . . .    49
     9.04  Other Necessary Consents. . . . . . . . . . . . . . . . . . . .    49
     9.05  Certificate of Merger . . . . . . . . . . . . . . . . . . . . .    49
     9.06  Noncompetition Agreement. . . . . . . . . . . . . . . . . . . .    49
     9.07  Employment Agreements . . . . . . . . . . . . . . . . . . . . .    49
     9.08  Release of Certain Liens. . . . . . . . . . . . . . . . . . . .    49
     9.09  Payment of Indebtedness . . . . . . . . . . . . . . . . . . . .    49
     9.10  Request to Transfer Radioactive License . . . . . . . . . . . .    49
     9.11  FCC Application Password. . . . . . . . . . . . . . . . . . . .    49
     9.12  Certificates. . . . . . . . . . . . . . . . . . . . . . . . . .    49
     9.13  Officer and Director Resignations . . . . . . . . . . . . . . .    50
     9.14  Affiliate Letters . . . . . . . . . . . . . . . . . . . . . . .    50
     9.15  Cash at Closing . . . . . . . . . . . . . . . . . . . . . . . .    50
     9.16  AH Other Documents. . . . . . . . . . . . . . . . . . . . . . .    50
ARTICLE X    INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . .    50
     10.01 Indemnification Obligations of Sellers. . . . . . . . . . . . .    50
     10.02 Indemnification Obligations of Parent . . . . . . . . . . . . .    51
     10.03 Indemnification Procedure . . . . . . . . . . . . . . . . . . .    52
     10.04 Survival Period . . . . . . . . . . . . . . . . . . . . . . . .    53
     10.05 Liability Limits. . . . . . . . . . . . . . . . . . . . . . . .    54
     10.06 Investigations. . . . . . . . . . . . . . . . . . . . . . . . .    54
     10.07 Setoff. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    54
ARTICLE XI   TERMINATION PRIOR TO CLOSING. . . . . . . . . . . . . . . . .    55


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                                TABLE OF CONTENTS
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                                                                            PAGE

     11.01 Termination of Agreement . . . . . . . . . . . . . . . . . . .    55
     11.02 Termination of Obligations . . . . . . . . . . . . . . . . . .    55
ARTICLE XII  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . .    56
     12.01 Entire Agreement and Survival. . . . . . . . . . . . . . . . .    56
     12.02 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . .    56
     12.03 Parties Bound by Agreement . . . . . . . . . . . . . . . . . .    56
     12.04 Counterparts and Facsimile . . . . . . . . . . . . . . . . . .    56
     12.05 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . .    56
     12.06 Modification and Waiver. . . . . . . . . . . . . . . . . . . .    56
     12.07 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .    56
     12.08 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . .    57
     12.09 Governing Law and Jurisdiction . . . . . . . . . . . . . . . .    58
     12.10 Company's and Sellers' Knowledge . . . . . . . . . . . . . . .    58
     12.11 No Third-Party Beneficiaries . . . . . . . . . . . . . . . . .    58
     12.12 "Including." . . . . . . . . . . . . . . . . . . . . . . . . .    59
     12.13 Gender and Number. . . . . . . . . . . . . . . . . . . . . . .    59
     12.14 References . . . . . . . . . . . . . . . . . . . . . . . . . .    59
     12.15 Severability . . . . . . . . . . . . . . . . . . . . . . . . .    59
     12.16 Further Assurances . . . . . . . . . . . . . . . . . . . . . .    59
     12.17 Currency . . . . . . . . . . . . . . . . . . . . . . . . . . .    59
     12.18 Ordinary Course of Business. . . . . . . . . . . . . . . . . .    59
     12.19 Enforcement. . . . . . . . . . . . . . . . . . . . . . . . . .    59
</TABLE>


                                       v
<PAGE>
<TABLE>
<CAPTION>
                                   LIST OF SCHEDULES AND EXHIBITS
                                   ------------------------------


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                                            SCHEDULES
                                      [COMPANY INFORMATION]
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<S>                         <C>
SCHEDULE 2.01(a)            Tower Debt

SCHEDULE 2.01(a)(i)         Prepaid Rent

SCHEDULE 2.01 (C)           Accounting Methodology

SCHEDULE 2.02(b)            EBITDA Targets:   Six 6-Month Anniversary Dates During Calculation
                            Period

SCHEDULE 2.03               Examples of Calculation of Consideration, Aggregate Merger
                            Consideration, and Existing Business Price Component Adjustment

SCHEDULE 2.04               EBITDA Targets:   Fourth and Fifth 12-Month Periods Following
                            Closing

SCHEDULE 2.06               Excluded Assets

SCHEDULE 3.03               Ownership of Company Shares

SCHEDULE 4.01(a)            Jurisdictions in Which Company is Duly Qualified and in Good
                            Standing

SCHEDULE 4.01(b)            Subsidiaries

SCHEDULE 4.01(c)            Stock, Securities, and Investments

SCHEDULE 4.01(d)            Officers, Directors, and Shareholders

SCHEDULE 4.02               Authorized Capital Stock

SCHEDULE 4.03               Agreements and Instruments for Additional Shares of Capital Stock or
                            Equity Security

SCHEDULE 4.04               Agreements and Instruments Affected by Merger

SCHEDULE 4.05               Required Consents and Approvals

SCHEDULE 4.07               Financial Statements

SCHEDULE 4.09(a)            Real Property

SCHEDULE 4.09(b)            Permitted Liens on Real Property


                                       vi
<PAGE>
                                   LIST OF SCHEDULES AND EXHIBITS
                                   ------------------------------

SCHEDULE 4.09(c)            Orders and Restrictions Affecting Real Property

SCHEDULE 4.10(a)            Personal Property

SCHEDULE 4.10(B)            Personal Property and Leasehold Improvements  Not at Principal
                            Location of Business

SCHEDULE 4.10(e)            Leases

SCHEDULE 4.11               Indebtedness

SCHEDULE 4.12(b)            Intellectual Property

SCHEDULE 4.12(c)            Intellectual Property Not Owned by or Assigned to Company

SCHEDULE 4.12(d)            Litigation and Claims Against Company Regarding Intellectual Property

SCHEDULE 4.13               Litigation and Claims Against Company Regarding Business

SCHEDULE 4.14(a)            Compensation of Employees and Independent Contractors

SCHEDULE 4.14(b)            Litigation and Claims Against Company Regarding Foreign Nationals

SCHEDULE 4.15(a)(i)         Employee Benefit Plans

SCHEDULE 4,15(a)(ii)        Litigation and Claims Against Company Regarding Employee Benefit
                            Plans

SCHEDULE 4.15(a)(vii)       Insurance Reserves and Accrued Liabilities of Employee Benefit Plans

SCHEDULE 4.15(b)(i)         Defined Benefit Plans

SCHEDULE 4.16               Collective Bargaining Agreements

SCHEDULE 4.18               Bank Accounts

SCHEDULE 4.19(B)            Litigation and Claims Against Company Regarding Environmental
                            Matters

SCHEDULE 4.20               Authorizations

SCHEDULE 4.21               Insurance Policies

SCHEDULE 4.22               Suppliers and Customers


                                      vii
<PAGE>
                                   LIST OF SCHEDULES AND EXHIBITS
                                   ------------------------------

SCHEDULE 4.23               Contracts and Commitments

SCHEDULE 4.24               Contracts Not in Full Force or Enforceable

SCHEDULE 4.25               Changes or Events

SCHEDULE 4.26(B)            Accounts Receivable

SCHEDULE 4.27(b)            Tax Returns

SCHEDULE 4.27(c)            Tax Deficiencies and Audits

SCHEDULE 4,27(d)            Tax-Sharing Agreements

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                                              EXHIBITS
                                              [FORMS]
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EXHIBIT 2.02                Promissory Note

EXHIBIT 2.08                Key Employees

EXHIBIT 6.12                Affiliate Letter

EXHIBIT 8.06                Non-competition Agreement

EXHIBIT 8.07                Employment Agreement
</TABLE>


                                      viii
<PAGE>
--------------------------------------------------------------------------------
                          AGREEMENT AND PLAN OF MERGER
--------------------------------------------------------------------------------

     This  AGREEMENT  AND PLAN OF MERGER (this "Agreement"), is made and entered
                                                ---------
into,  and is effective as of 12:01 AM on April 24, 2006 (the "Effective Time"),
                                                               --------------
among  CHARYS  HOLDING  COMPANY,  INC.,  a  Delaware corporation ("Parent"). LFC
                                                                   ------
ACQUISITION  COMPANY,  INC., a Delaware corporation and an indirect wholly owned
subsidiary of Parent ("Merger Sub"). LFC, INC., a Texas corporation ("Company"),
                       ----------                                     -------
and L. FORD CLARK, MELYSA B. AUSTIN, and JAMES E. CLARK, JR., each an individual
resident  of  the  State of Texas (each individually a "Seller" and collectively
                                                        ------
"Sellers").
 -------

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  Sellers  own  all  of the issued and outstanding capital stock of
Company  (the  "Company  Shares"),  which  is  in  the business of (a) building,
                ---------------
owning,  and  managing  shared  wireless  telecommunication  facilities  ("Cell
                                                                           ----
Towers"),  and  (b)  performing professional consulting services, including site
------
acquisition,  construction,  and  project  management  services,  geotechnical
services,  material testing services, A&E design and structural design services,
land  surveying  services, environmental services, and petroleum land management
services  (the  "Business");  and
                 --------

     WHEREAS,  the respective Boards of Directors of each of Parent, Merger Sub,
and  Company  have  determined that it is advisable and in the best interests of
their respective corporations and their shareholders that Company be merged with
and into Merger Sub in accordance with the Delaware General Corporation Law (the
"DGCL").  the  Texas Business Corporation Act (the "TBCA") and the terms of this
 ----                                               ----
Agreement,  pursuant  to  which Merger Sub will be the surviving corporation and
will  remain  a  wholly  owned indirect subsidiary of Parent (the "Merger"); and
                                                                   ------

     WHEREAS,  the  parties intend for the Merger to satisfy the requirements of
Section  368(a)(2)(D)  of  the  Internal  Revenue  Code of 1986, as amended (the
"Code");  and
 ----

     WHEREAS,  the  parties  desire to make certain representations, warranties,
covenants,  and  agreements  in  connection  with  the  Merger;

     NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants,  and  agreements  herein contained, and upon and subject to the terms
and  the  ,  conditions  hereinafter  set  forth, the parties do hereby agree as
follows.

                                    ARTICLE I
                                    ---------

                                   THE MERGER
                                   ----------

     1.01 THE MERGER. Subject to the terms and conditions of this Agreement, and
          -----------
in  accordance  with  the  DGCL  and TBCA, Company shall be merged with and into
Merger  Sub,  and  the  separate  corporate existence of Company shall thereupon
cease.  Merger  Sub  shall


                                        1
<PAGE>
     continue  as  the  surviving  corporation  following  the Merger (sometimes
hereinafter  referred  to  as the "Surviving Corporation") and shall be a wholly
                                   ---------------------
owned  indirect  subsidiary  of  Parent.

     1.02     CLOSING  DATE.   Subject  to  the  satisfaction  or  waiver of the
              --------------
conditions  set  forth  herein,  the closing of the Merger (the "Closing") shall
                                                                 -------
take  place  simultaneously  with the execution hereof by the parties hereto, in
the  offices  of  Paul,  Hastings,  Janofsky & Walker LLP, 600 Peachtree Street,
N.E.,  Suite 2400, Atlanta, Georgia 30308, or at such other place upon which the
parties  shall  agree  (the  "Closing  Date"),
                              -------------

     1.03     CERTIFICATES  OF  MERGER. On or within a reasonable number of days
              -------------------------
following the Closing Date, the parties hereto shall file (a) the Certificate of
Merger  with  the  Texas  Secretary  of  State  in such form as required by, and
executed  in accordance with, the relevant provisions of the TBCA and acceptable
to  the  parties  hereto  (the  "Texas  Certificate  of  Merger"),  and  (b) the
                                 ------------------------------
Certificate  of  Merger  with the Secretary of State of the State of Delaware in
such  form  as  required  by,  and  executed  in  accordance  with, the relevant
provisions  of  the  DGCL  and  acceptable  to the parties hereto (the "Delaware
                                                                       ---------
Certificate  of  Merger"). For purposes hereof, the Merger shall be deemed to be
-----------------------
effective  at  the  Effective  Time.

     1.04     EFFECT  OF  THE  MERGER.  From  and  after the Effective Time, the
              ------------------------
Merger  shall  have  the effect set forth in the DGCL and TBCA. Without limiting
the  generality  of  the foregoing, at the Effective Time of the Merger, (a) all
the  property, rights, privileges, immunities, powers, licenses, authorizations,
and  franchises  of  each  of Merger Sub and Company shall vest in the Surviving
Corporation  without  further  act  or deed, and (b) all the debts, liabilities,
duties,  and  obligations  of  Merger  Sub  and  Company shall become the debts,
liabilities,  duties,  and  obligations  of  the  Surviving  Corporation.

     1.05     CERTIFICATE  OF  INCORPORATION  AND BYLAWS. At the Effective Time,
              -------------------------------------------
the  Certificate  of Incorporation and the Bylaws of Merger Sub shall become the
Certificate  of  Incorporation  and  the  Bylaws  of  the Surviving Corporation.

     1.06     DIRECTORS.  The  director  of Merger Sub, Billy V. Ray, Jr., shall
              ----------
be a director of the Surviving Corporation until his earlier death, resignation,
or removal in accordance with the Certificate of Incorporation and Bylaws of the
Surviving  Corporation.  Promptly after Closing, Parent shall also cause L. Ford
Clark  to  be  elected  a  director  of  the  Surviving  Corporation.

     1.07     OFFICERS.  The officers of Merger Sub shall be the officers of the
              ---------
Surviving  Corporation  until  their  earlier  death, resignation, or removal in
accordance  with  the  Certificate  of Incorporation and Bylaws of the Surviving
Corporation.

     1.08     NAME. The name of the Surviving Corporation shall be LFC, Inc.
              -----

                                   ARTICLE II
                                   ----------

                              MERGER CONSIDERATION
                              --------------------

     2.01     CONSIDERATION.  At the Effective Time, by virtue of the Merger and
              --------------
without  any  further  action  on  the  part  of Parent, Merger Sub, Company, or
Sellers,  all  issued  and  outstanding


                                        2
<PAGE>
shares  of  Company's  common  stock  and  any  other equity security of Company
(including  preferred  stock, options, warrants, or debt convertible into stock,
options,  or  warrants) shall be cancelled and retired and shall cease to exist,
and  shall  be converted into the right to receive, in the aggregate and subject
to  the provisions  of  Sections  2.03,  2.07,  and  2.08 (the "Aggregate Merger
                                                                ----------------
Consideration"):
-------------

          (a)     An  amount  in  cash  equal to sixty percent (60%) of the Cell
Tower  Price  Component,  minus  prepaid  rent  in  the amount shown on SCHEDULE
                          -----                                         --------
2.01(a)(i) (such amount to be subtracted from the cash portion of the Cell Tower
----------
Price  Component).  For  purposes hereof, the "Cell Tower Price Component" shall
                                               --------------------------
mean  (i) $4,699,156, minus (ii) the unpaid principal balance, as of the Closing
                      -----
Date,  of  all  indebtedness  specifically  secured  by  the assets described on
SCHEDULE  2.01(a)  ("Tower  Debt"),  together  with all interest accrued thereon
-----------------    -----------
through  and  including  the  Effective  Time;

          (b)     Plus the number of shares of common stock of Parent, par value
                  ----
$0.001  per  share  (the  "Parent  Common  Stock"), determined by dividing forty
                           ---------------------
percent  (40%)  of the Cell Tower Price Component by the average closing trading
price  per  share  of the Parent Common Stock for the ten trading days ending on
APRIL  21,  2006  (the "Closing Share Price") (the parties acknowledge and agree
                        -------------------
that  the  Closing  Share  Price  is  $2.64);

          (c)     Plus  an  amount in cash equal to thirty-five percent (35%) of
                  ----
the  Existing  Business  Price  Component.  For  purposes  hereof, the "Existing
                                                                       ---------
Business Price Component" shall mean (i) Company's average annual EBITDA for the
------------------------
three  12-month  periods commencing on MAY 1, 2006, and ending on APRIL 30, 2009
(the  "Calculation  Period"),  determined  in accordance with generally accepted
       -------------------
accounting  principles  ("GAAP")  and  the  methodology  set  forth  on SCHEDULE
                                                                        --------
2.01(c),  multiplied  by  (ii)  the  Applicable Factor.   (The cash amount shall
-------   --------------
hereinafter  be  referred to as the "Cash Portion of the Existing Business Price
                                     -------------------------------------------
Component.")  The  "Applicable  Factor"  shall mean 4.5 unless Company's average
----------          ------------------
annual  EBITDA  for  the  Calculation Period exceeds one hundred fifteen percent
(115%) of the Estimated Existing Business Price Component (as defined in Section
2.02(a)(ii)  below),  in  which  case  the  Applicable  Factor  shall  mean  5;

          (d)     Plus the number of shares of Parent Common Stock determined by
                  ----
dividing  sixty-five  percent  (65%) of the Existing Business Price Component by
the  Closing  Share  Price  (the  "Common Stock Portion of the Existing Business
                                  ----------------------------------------------
Price  Component");
----------------

          (e)     Minus the amount, if any, by which Closing Net Receivables (as
                  -----
finally  determined  pursuant  to  Section  2.07)  is  less  than  Target  Net
Receivables,  or  plus  the amount, if any, by which Closing Net Receivables (as
                  ----
finally  determined  pursuant  to  Section  2.07)  is  greater  than  Target Net
Receivables.  For  purposes  hereof,  (i)  "Target  Net Receivables" shall be an
                                           -------------------------
amount  equal  to  $700,000,  and  (ii) "Closing Net Receivables" shall mean the
                                        -------------------------
ordinary course trade accounts receivable of the Company as of the Closing Date,
minus  the  ordinary  course  trade  accounts  payable  of the Company as of the
-----
Closing  Date.

     2.02     PAYMENT  OF  AGGREGATE  MERGER  CONSIDERATION.     The  Aggregate
              ----------------------------------------------
Merger  Consideration  shall  be  paid  or  delivered  as  follows:


                                        3
<PAGE>
          (a)     Closing  Date  Merger  Consideration.   At  the  Closing, each
                  -------------------------------------
Seller  shall  receive  her  or  his  pro rata share, based on the percentage of
shares  of  outstanding  common  stock  held by such Seller in Company as of the
Closing  (the  "Pro  Rata  Share")  of:
                ----------------

               (i)     One  hundred  percent  (100%)  of  the  Cell  Tower Price
Component  consideration determined pursuant to Sections 2.01 (a) and (b) above;

               (ii)     $2,251,538  in  cash  and  such  number of Parent Common
Stock  as  is  equal  to  $550,000  divided  by  the  Closing Share Price (which
represents  twenty-five  percent  (25%) of the Estimated Existing Business Price
Component),  The  "Estimated  Existing  Business Price Component"  shall mean an
                   ---------------------------------------------
amount  equal  to  $11,206,152;  and

               (iii)     The  number of shares of Parent Common Stock determined
by  dividing  7,283,999  (which  represents  sixty-five  percent  (65%)  of  the
Estimated  Existing  Business  Price  Component) by the Closing Share Price (the
"Estimated Existing Business Price Share Component"), minus the number of shares
 -------------------------------------------------    -----
of  Parent  Common Stock to be held in escrow pursuant to Section 2.02(b) below.

The  parties  acknowledge and agree that, notwithstanding anything herein to the
contrary, any cash to be paid to a Seller at the Closing shall be payable by the
issuance  to  such  Seller  of  a promissory note in the form attached hereto as
EXHIBIT  2.02  (the  "Promissory  Note").
-------------         ----------------

          (b)     Merger  Consideration  Held  in  Escrow.   Within a reasonable
                  ----------------------------------------
number  of  days  following  the  Closing, the number of shares of Parent Common
Stock  (the  "Escrow Shares")  determined  by  multiplying 75%  by the Estimated
              ------------
Existing  Business  Price  Share  Component  shall,  from  the  Aggregate Merger
Consideration,  be placed in escrow by Parent with SunTrust Bank as escrow agent
("Escrow  Agent"),  pursuant  to  an escrow agreement reasonably satisfactory in
  -------------
form  and  substance to Parent and the Sellers (the "Escrow Agreement"). Up to a
                                                     ----------------
maximum  of  sixty  percent  (60%)  of  such  Escrow  Shares shall be subject to
distributions  to  Sellers on a semi-annual basis as follows (the "Annual Escrow
                                                                   -------------
Share  Distributions"):   On  the  six-month  anniversary of the Closing, and on
--------------------
each  of  the five succeeding six-month anniversary dates during the Calculation
Period,  Sellers shall have the right to receive ten percent (10%) of the Escrow
Shares, provided that certain EBITDA targets have been achieved, as set forth on
SCHEDULE  2.02(b).  The  balance  of  the  Escrow Shares shall be delivered only
-----------------
after  the  Existing  Business Price Component is finally determined pursuant to
Section  2.03,  and  the  Aggregate Merger Consideration is adjusted pursuant to
Section  2.07,

          (c)     Holdback  of Merger Consideration. $1,120,615 of the Aggregate
                  ----------------------------------
Merger  Consideration  (the  "Holdback Amount") (such amount representing 10% of
                              ---------------
the  Estimated Existing Business Price Component) shall be retained by Parent as
partial security for the obligations of the Sellers under this Agreement. In the
event  a  Parent-Indemnified  Party desires to make a claim against the Holdback
Amount  on  account of, or with respect to, the obligations of the Sellers under
this  Agreement  (a  "Holdback  Claim"),  the  parties   shall  comply  with the
                      ---------------
following  procedures:

               (i)     The  Parent-Indemnified Party shall notify the Sellers in
writing  (a  "Notice  of  Holdback  Claim"),  which  notice  shall  set  forth a
              ---------------------------
description  of  the  Holdback  Claim


                                        4
<PAGE>
and the amount owed with respect to such Holdback Claim (if known). In the event
that  the  Sellers  dispute  that the Parent-Indemnified Party is entitled to be
paid  the amounts set forth in such Holdback Claim, the Sellers shall notify the
Parent-Indemnified  Party  of  such  dispute  in writing within thirty (30) days
following  the Sellers' receipt of the Notice of Holdback Claim. If no notice of
dispute  is  received  by  the  Parent-Indemnified Party within thirty (30) days
after  the  Sellers  have  been provided a Notice of Holdback Claim, such amount
specified  therein  shall  be  retained  by  Parent  for its own account and the
Holdback  Amount  shall  be  reduced  by  such  amount.

               (ii)     In the event that the Sellers dispute the Holdback Claim
and  provide  Parent  written  notice  of  such  dispute within thirty (30) days
following receipt by the Sellers of the Notice of Holdback Claim, the amount set
forth in such Holdback Claim shall not be retained by Parent for its own account
unless  and  until,  and in the amount, (x) agreed by the Sellers in writing, or
(y)  directed or permitted by a final decision of a court in accordance with the
provisions  under  Section  12,09.

               (iii)     At  the  later  to  occur  of (x) the date of the final
determination of the Existing Business Price Component pursuant to Section 2.03,
and  (y)  the  date  the  Aggregate Merger Consideration is adjusted pursuant to
Section 2.07, Parent shall cause to be paid to each Seller its Pro Rata Share of
the  Holdback  Amount  minus  the  sum  of (A) the amount of any Holdback Claims
                       -----
retained  by  Parent  for its own account as of such date in accordance with the
terms  hereof,  plus  (B) the amounts set forth in any Notices of Holdback Claim
                ----
pending  as  of  such date. Upon final resolution of all claims set forth in all
Notices  of  Holdback  Claim  that have been disputed as set forth herein (which
final  resolution  shall be evidenced by the written agreement of Parent and the
Sellers,  or the direction by a final decision of a court in accordance with the
provisions  under  Section  12.09), Parent shall cause to be paid to each Seller
its  Pro  Rata  Share  of  the  remaining  balance  of  the  Holdback  Amount.

               (iv)     The  Sellers shall be entitled to any interest earned on
any portion of the Holdback Amount disbursed to the Sellers pursuant hereto. The
Holdback  Amount  shall  bear  simple  interest  at  the  rate  of 6% per annum.

               (v)     To   ensure   compliance   with   the   "continuity   of
interest"  requirements  under  Section  368 of the Code, and in accordance with
Section  2.09  hereunder, the parties agree that the Holdback Amount, subject to
the  adjustments  under Section 2,02(c)(iii), shall be payable to Sellers by (i)
issuing  to  each  Seller  the  Pro Rata Share of the number of shares of Parent
Common  Stock  determined by multiplying the Holdback Amount by sixty-five (65%)
and  dividing  the  resulting  product  by the average closing trading price per
share  of the Parent Common Stock for the ten trading days immediately preceding
the  later  to  occur of (x) the date of the final determination of the Existing
Business Price Component pursuant to Section 2,03 and (y) the date the Aggregate
Merger  Consideration is adjusted pursuant to Section 2.07; and (ii) paying each
Seller  the  Pro  Rata  Share  of an amount in cash equal to the Holdback Amount
multiplied  by  thirty-five  percent  (35%),  but  only  if such cash payment is
permitted  under  the  loan  agreements  to  which  Parent  and  the  Surviving
Corporation  are  parties. If such agreements do not permit a cash payment under
this  Section 2,02(c), then the parties agree that the consideration required to
be  paid under this Section 2.02(c) shall be paid in Parent Common Stock, at the
price  per  share  equal  to  the average closing trading price per share of the
Parent


                                        5
<PAGE>
Common  Stock  for the ten trading days immediately preceding the later to occur
of  (x)  the  date  of  the  final  determination of the Existing Business Price
Component  pursuant  to  Section  2.03  and  (y)  the  date the Aggregate Merger
Consideration  is  adjusted  pursuant  to  Section  2.07.

     2.03     EXISTING  BUSINESS  PRICE  COMPONENT ADJUSTMENT. At the end of the
              ------------------------------------------------
Calculation  Period,  Parent  shall  calculate  the  Existing  Business  Price
Component,  and the Aggregate Merger Consideration shall be adjusted as follows:

          (a)     If  the  Existing Business Price Component is greater than the
Estimated  Existing  Business Price Component (such difference being referred to
as  the  "Surplus  Amount"),  Parent shall pay to Sellers the difference by: (i)
          ---------------
issuing  to each Seller the Pro Rata Share of the number of shares determined by
multiplying  the  Surplus  Amount  by  sixty-five percent (65%) and dividing the
resulting  product  by  the Closing Share Price; and (ii) paying each Seller the
Pro  Rata  Share  of an amount in cash equal to the Surplus Amount multiplied by
thirty-five  percent (35%), but only if such cash payment is permitted under the
loan  agreements  to which Parent and the Surviving Corporation are parties.  If
such  agreements  do  not permit a cash payment under this Section 2.03(a), then
the parties agree that the consideration required to be paid under the preceding
Section 2.03(a)(ii) shall be paid in Parent Common Stock, at the price per share
equal  to  the  average closing trading price of the Parent Common Stock for the
ten  trading  days  immediately  preceding  MAY  1,  2009.

          (b)     If  the  Existing  Business  Price  Component is less than the
Estimated  Existing  Business  Price  Component  (the "Deficit Amount"), Sellers
                                                       --------------
shall  pay  to  Parent  the difference by forfeiting to Parent each Seller's Pro
Rata  Share of the number of shares determined by dividing the Deficit Amount by
the  Applicable  Share  Price  (the  "Forfeited Amount").  If the  value  of the
                                      ----------------
Forfeited  Amount  is  greater than the value of the Common Stock Portion of the
Existing  Business Price Component, Sellers shall forfeit their right to receive
all  or  a  portion  of  the  Holdback  Amount  (depending  on the amount of the
Forfeited  Amount),  and  such  forfeited  amount shall be paid to Parent.   For
purposes  of  this  Section  2,03,  the "Applicable Share  Price" shall mean the
                                        ------------------------
greater  of:  (i)  the  Closing Share Price; and (ii) the sum of (A) the average
closing  trading  price per share of the Parent Common Stock for the ten trading
days  immediately preceding MAY 1, 2007, multiplied by twenty percent (20%), (B)
                                         -------------
the  average  closing trading price per share of the Parent Common Stock for the
ten trading days immediately preceding MAY 1, 2008, multiplied by twenty percent
                                                    -------------
(20%),  and (C) the average closing trading price per share of the Parent Common
Stock  for the ten trading days immediately preceding MAY 1, 2009, multiplied by
                                                                   -------------
sixty  percent  (60%).

          (c)     For  purposes  of  clarity,  examples  of  the  agreed-upon
application  of  Sections  2.02  and  2.03  are  set  forth  on  SCHEDULE 2.03.
                                                                 --------------

     2.04     CONTINGENT PERFORMANCE INSTALLMENT.   Sellers shall have the right
              -----------------------------------
to receive contingent performance payments, based on the Surviving Corporation's
EBITDA  and  revenue  during  the  fourth  and  fifth 12-month periods following
Closing.  Such  payments,  if  earned,  shall be due and payable within 120 days
following the end of each such 12-month period.   The EBITDA and revenue targets
and  method of determining whether such targets have been achieved are set forth
on SCHEDULE 2.04. Any consideration due under this Section 2.04 shall be payable
   -------------
to Sellers in accordance with their Pro Rata Shares and, at their option in cash
or  stock,


                                        6
<PAGE>
provided  that,  in  the  event Sellers opt for cash, such cash payment shall be
subject  to  the  terms of the loan agreements to which Parent and the Surviving
Corporation  are  parties.  If  such  agreements  do  not permit payment of such
consideration  in  cash,  then the parties agree that the consideration shall be
paid in Parent Common Stock, at the price per share equal to the average closing
trading  price  of  the Parent Common Stock for the ten trading days immediately
preceding  MAY 1, 2010  for the fourth 12-month period following Closing, and at
the  price  per  share  equal to the average closing trading price of the Parent
Common  Stock for the ten trading days immediately preceding MAY 1, 2011 for the
fifth  12-month  period  following  Closing.

     2.05     PAYMENT OF TOWER DEBT AND CANCELLATION OF OTHER INDEBTEDNESS. Upon
              -----------------------------------------------------------
payment of the Promissory Note, (i) Parent or Merger Sub shall repay or cause to
be  repaid  in  full  all  Tower  Debt,  and  (ii) Sellers shall cause all other
indebtedness  of  Company,  other than accounts payable incurred in the Ordinary
Course  of  Business,  to  be  cancelled  or  paid  in  full.

     2.06     EXCLUDED ASSETS AND ASSOCIATED LIABILITIES. The parties agree that
              -------------------------------------------
immediately  prior  to  the  Closing,  Company may transfer the assets listed on
SCHEDULE  2.06  to  the persons listed on such Schedule. In connection with such
--------------
transfer,  those persons shall assume in writing all liabilities associated with
such  assets.

     2.07     ADJUSTMENT  OF  AGGREGATE  MERGER  CONSIDERATION.   As promptly as
              -------------------------------------------------
practicable  following  the  Closing  Date  (but  in  any  event  within 60 days
thereafter), the Parent shall prepare and deliver to the Sellers (i) a statement
of  the  ordinary  course  accounts  receivable  as  of the Closing Date and the
ordinary  course  accounts  payable  as  of  the  Closing  Date  (the  "Closing
                                                                       --------
Net Receivables Schedule"),  and  (ii)  its  calculation  of  the  Closing  Net
------------------------
Receivables, if any, based thereon.   The Closing Net Receivables Schedule shall
be  prepared  in  accordance  with  GAAP.  The  Sellers shall have ten (10) days
following the receipt of the Closing Net Receivables Schedule delivered pursuant
to  this  Section  2,07  during which to notify the Parent of any dispute of any
item  contained  therein,  which  notice shall set forth in detail the basis for
such  dispute.  The  Parent  and  the  Sellers  shall cooperate in good faith to
resolve  any such dispute as promptly as possible, and upon such resolution, the
Closing  Net  Receivables  Schedule  shall  be  prepared  in accordance with the
agreement  of  the  Parent  and  Sellers. In the event Sellers do not notify the
Parent  of  any  such dispute within such thirty (30) day period or notifies the
Parent  within  such  period  that  Sellers  does not dispute any item contained
therein, the Closing Net Receivables Schedule delivered pursuant to this Section
2.07  and the Parent's calculation of the Closing Net Receivables shall be final
and  binding  the  Parties.   In  the event the Parent and Sellers are unable to
resolve  any  dispute  regarding  the Closing Net Receivables Schedule within 15
days  following  the  Parent's  receipt  of  notice  of such dispute, Parent and
Sellers shall mutually select an independent certified public accounting firm of
recognized  national  standing  which  does  not  perform services for Parent or
Sellers  (the "Independent Accountants") to resolve any remaining disagreements.
               -----------------------
The  Independent  Accounts  shall,  as promptly as practicable, but in any event
within  30 days of the date on which such dispute is referred to the Independent
Accounts: (i) make a determination as to the Closing Net Receivables Schedule in
accordance  with  the  principles  set  forth  herein;  and (ii) shall deliver a
written  notice  of  such determination to Parent and Sellers, In resolving such
dispute,  the Independent Accounts shall consider only those items or amounts in
the  Closing  Net  Receivables Schedule as to which Sellers have disagreed.  The
fees  and  expenses  of  the  Independent  Accountants shall be paid one-half by
Parent  and one-half by Sellers.   The determination of the Independent Accounts
shall  be  final,  conclusive  and


                                        7
<PAGE>
binding  on  the parties. Any amounts owed pursuant to Section 2.01 (e) shall be
paid  within  ten  (10)  days  by  the  applicable  party  following  the  final
determination  of the Closing Net Receivables pursuant to this Section 2,07. The
parties  acknowledge  and  agree  that,  notwithstanding  anything herein to the
contrary,  any  amounts  to  be paid to the Sellers pursuant to Section 2.0 l(e)
shall  payable (in the sole determination of the Sellers) by (x) the issuance to
each  Seller  of  its  Pro  Rata Share of such number of shares of Parent Common
Stock  as is equal to the amount so owed pursuant to Section 2.01(e), divided by
                                                                      ----------
the  Closing  Share Price, or (y) the assignment by the Surviving Corporation to
the  Sellers  of  such  accounts  receivable  as are agreed to by Parent and the
Sellers, pursuant to an agreement or other instrument reasonably satisfactory in
form  and  substance  to  Parent  and  the  Sellers.

     2.08     PHANTOM  STOCK INCENTIVE PLAN.     Notwithstanding anything herein
              ------------------------------
to  the  contrary,  the  Aggregate  Merger Consideration shall be reduced by the
amount  payable  to  the  individuals  set  forth  on  EXHIBIT  2.08  (the  "Key
                                                       -------------         ---
Employees")  (such  exhibit  to  set  forth  the  percentage of Aggregate Merger
---------
Consideration  to  be received by each Seller and each Key Employee) pursuant to
the  terms  and  conditions  of  that certain LFC, Inc. 2006 Phantom Stock Plan,
dated  January  10,  2006, as amended (the "Incentive Plan"), as a result of the
                                            --------------
consummation of the Merger. Any amounts payable to the Key Employees pursuant to
the  Incentive  Plan as a result of the consummation of the Merger shall be paid
directly  to  the  Key Employees by the Parent or the Surviving Corporation. Any
and  all  such  payments,  whenever  made, shall be made in accordance with, and
subject  to,  the terms and conditions of this Agreement and the Incentive Plan,
and  shall  be  subject  to all applicable employment and withholding taxes. The
parties  agree that any deductions or losses associated with such payments shall
accrue  to  the benefit of the Parent or Surviving Corporation. Parent shall use
commercially  reasonable  efforts  to  cause  any  Parent  Common Stock or other
securities  to be issued through the Incentive Plan to the Key Employees and, to
the extent required by Federal securities laws, interests in the Incentive Plan,
to  be  registered under the Securities Act of 1933, as amended, on Form S-8, or
such  other  then  applicable  and  comparable  form,

     2.09     COMPLIANCE  WITH SECTION 368 OF THE CODE.   The parties intend for
              -----------------------------------------
the  Merger  to  qualify  as  a reorganization under Section 368 of the Code. In
connection  therewith,  the  parties hereto agree that, notwithstanding anything
herein  to  the  contrary,  the  amount  of Parent Common Stock actually paid to
Sellers  pursuant  to  this  Article  II shall at all times exceed forty percent
(40%)  of  the  total  consideration  actually  paid.

                                   ARTICLE III
                                   -----------

                     REPRESENTATIONS AND WARRANTIES OFSELLERS
                    -----------------------------------------

     Each  Seller  represents  and  warrants  to  Parent  and  Merger Sub, as to
themselves  only  and  not  as  to  any  other  Seller,  as  follows:

     3.01     POWER,  AUTHORITY,  AND  ORGANIZATION OF SELLERS. Sellers have the
              -------------------------------------------------
right,  power,  and capacity to execute, deliver, and perform this Agreement and
to consummate the transactions contemplated hereby. This Agreement has been duly
and  validly  executed  and delivered by Sellers and constitutes Sellers' legal,
valid,  and  binding  obligation, enforceable in accordance with its terms. Upon
execution  of  this  Agreement,  each  Seller  who  is,  acting  in a fiduciary,


                                        8
<PAGE>
representative,  or  corporate  capacity,  shall  furnish  to  Parent a true and
correct  copy  of  each  and every will, trust agreement, or other document that
establishes  or  relates  to  the  right,  power, capacity, or authority of such
Seller  to  execute,  deliver,  and perform this Agreement and to consummate the
transactions  contemplated  hereby.

     3.02     NO CONFLICT.    The execution  and  delivery  of this Agreement by
              ------------
Sellers,  the  consummation  of the transactions contemplated herein by Sellers,
and the performance of the covenants and agreements of Sellers will not, with or
without  the  giving  of  notice  or  the  lapse  of time, or both, (a) violate,
conflict  with,  or  result in a breach or default under or cause termination of
any  term  or  condition  of any mortgage, indenture, contract, license, permit,
instrument, trust document, or other agreement, document, or instrument to which
Sellers  are  a  party  or by which Sellers or any of Sellers' properties may be
bound,  or  (b)  violate  any provision of law, statute, rule, regulation, court
order,  judgment,  decree,  or  ruling  of  any  governmental authority to which
Sellers  are  a  party  or by which Sellers or Sellers' properties may be bound.

     3.03     OWNERSHIP  OF  COMPANY  SHARES.  Sellers  own,  of  record  and
              -------------------------------
beneficially,  good  and  valid  title  to the Company Shares in the amounts set
forth  next  to each Seller's name on SCHEDULE 3.03, and, except as set forth on
                                      -------------
SCHEDULE  3.03,  such  Company  Shares  (a)  are validly issued, fully paid, and
--------------
nonassessable,  (b)  are  free  and  clear  of  any liens, restrictions, claims,
equities,  charges,  options,  rights of first refusal, or encumbrances, with no
defects  of  title  whatsoever,  and  (c)  constitute  all  of  the  issued  and
outstanding  shares  of  the  capital  stock  of Company. Other than the Company
Shares,  Sellers  own  no shares of capital stock of Company or any other equity
security of Company or any Subsidiary (as defined in Section 4,01(b) hereof) and
no  right of any kind to have any such equity security issued. Upon the Closing,
Parent  shall have obtained good and valid title to the Company Shares, free and
clear  of  any Hens, restrictions, claims, equities, options, charges, rights of
first refusal, encumbrances, or other restrictions, and with no defects of title
whatsoever.  Sellers have full and exclusive power, right, and authority to vote
the  Company  Shares.  Sellers  are  not  a  party  to or bound by any agreement
affecting  or  relating  to  their right to transfer or vote the Company Shares.

     3.04     ABSENCE  OF OTHER CLAIMS. No prior offer, issue, redemption, call,
              -------------------------
purchase,  sale,  merger, transfer, or involvement in any transfer, negotiation,
or  other  transaction  of  any nature or kind with respect to any capital stock
(including  shares,  offers, options, warrants, or debt convertible into shares,
options, or warrants) of Sellers, Company, or any Subsidiary, parent company, or
related  company  (collectively,  the  "Related  Companies"), or any corporation
                                        ------------------
which  has  been merged into any of the Related Companies, has given or may give
rise  to  (a)  any  valid  claim  or  action  by  any person (including, without
limitation,  any  former  or  present holder of any of the Company Shares or any
other  capital  stock  of  any  of  the  Related Companies) which is enforceable
against  Company  or  any  Subsidiary,  or  Parent, or (b) any valid interest in
Company  or  any Subsidiary, and no fact or circumstance exists which could give
rise  to  any  such  right,  claim, action, or interest on behalf of any person.

     3.05     INVESTMENT  REPRESENTATIONS.
              ----------------------------

          (a)  Each  Seller has sufficient knowledge and experience in financial
and  business  matters  to  be  able  to  evaluate  the  risks and merits of the
investment  represented  by  the issuance of the Parent Common Stock pursuant to
Section  2.01  (the  "Issued  Securities").
                      ------------------


                                        9
<PAGE>
          (b)     Each  Seller  is  aware  that  the business of Parent involves
significant  and  material  economic  variables  and  risks that could adversely
affect  such  Seller's  investment  in  the  Issued  Securities.

          (c)     Each  Seller  is  able  to  bear  the  economic  risks  of  an
investment  in  the  Issued Securities, including the risk of losing all of such
investment,  and  no  Seller  has  any  need  for liquidity with respect to such
investment.

          (d)     Each  Seller  acknowledges  that  no  prospectus,  offering
circular, or other offering statement containing information with respect to the
Issued  Securities  was  delivered  in connection with Sellers' investment. Each
Seller  has  made her or his own inquiry and analysis with respect to Parent and
Parent's business, and further represents that such Seller has had access, for a
reasonable  time  prior to the issuance of the Issued Securities, to information
concerning  Parent  and has had the opportunity to ask questions of, and receive
answers  from,  officers  of  Parent  concerning  an  investment  in  the Issued
Securities and the business, management, and financial affairs of Parent, and to
obtain  additional  information (to the extent Parent possessed such information
or  could acquire it without unreasonable effort or expense) necessary to verify
the accuracy of any information furnished to such Seller or to which such Seller
had  access.

          (e)     The  Issued Securities were not offered to Sellers by means of
publicly  disseminated  advertisements  or  sales  literature,  or  as part of a
general  solicitation,  nor  is  any  Seller  aware  of any offers made to other
persons  by  such  means,

          (f)     Each  Seller  acknowledges  that  he  or  she  either has been
supplied  with  or  has had access to information to which a reasonable investor
would  attach  significance  in making investment decisions.   In determining to
proceed  with this investment, each Seller has relied solely upon the results of
her  or his own independent investigation with respect to the Issued Securities.

          (g)     Each Seller is an "accredited investor" as defined in Rule 501
(a)  of  Regulation  D,  promulgated  under  the  Securities Act, which requires
individual  investors to either (i) have had individual income (exclusive of any
income  attributable  to  a  spouse)  of more than $200,000, or joint individual
income  with  a  spouse  of  more  than $300,000, in each of the two most recent
years,  and  a  reasonable  expectation  of reaching that level of income in the
current year, or (ii) have an individual net worth (or combined net worth with a
spouse)  in  excess  OF  $1,000,000.

          (h)     Each  Seller  is  acquiring  the  Issued  Securities  for such
Seller's own account and not with a view to, or for sale in connection with, any
distribution  thereof.  No  other  person  or  entity  will  have  any interest,
beneficial  or otherwise, in the Issued Securities that each Seller is acquiring
hereunder.  No  Seller  is  obligated  to  transfer the Issued Securities or any
portion  thereof  to  any  other  person or entity, nor does any Seller have any
agreement  or  understanding  to  do  so.

          (i)     Each  Seller acknowledges and agrees that such Seller may not,
directly  or indirectly, sell, assign, pledge, give, subject to lien or security
interest  or  otherwise dispose of or encumber (collectively, "Transfer") all or
any  part  of  the  Issued  Securities  except  in  a  manner


                                       10
<PAGE>
consistent  and  in  compliance  with  applicable  securities  laws. Each Seller
understands  that  the  Parent may, as a condition of any such Transfer, require
that  such  Seller  deliver  an  opinion of counsel reasonably acceptable to the
Parent to the effect that neither the sale nor the proposed Transfer will result
in  any violation of applicable state securities laws, the Securities Act or the
securities  law  of  any  other  jurisdiction.

          (j)     The  information  about  Parent  that  has  been  disclosed to
Sellers in connection with the acquisition of the Issued Securities is deemed to
be "Confidential Information"  of  Parent, and each Seller represents, warrants,
    ------------------------
and  hereby agrees that, unless Parent has consented in writing to the contrary,
such  Seller  shall  not disclose such Confidential Information to others or use
any  part  of  such  Confidential  Information  that  has been disclosed to such
Seller, except any part thereof (i) which may be in the public domain other than
through  improper  disclosure  by  such  Seller, (ii) which may be independently
disclosed  to  such  Seller  by  any  third  party  not itself in a confidential
relationship with Parent, (iii) which may already be in such Seller's possession
(other  than  through  disclosure  by  Parent or by any third party that is in a
confidential  relationship  with  Parent),  or  (iv)  which  such  Seller may be
required  to  disclose  by  order  of  a  court  or administrative agency having
competent  jurisdiction;  provided,  however,  that  this  paragraph  shall  be
terminated  and  be  of no force or effect with respect to any such Confidential
Information  becoming  a  part  of the public domain through action, directly or
indirectly,  by  anyone  other  than  such  Seller.

          (k)     The  agreements,  representations,  and warranties made herein
extend  to and apply to all portions of the Issued Securities. The acceptance by
each Seller of the Issued Securities shall constitute such Seller's confirmation
that  all  agreements and representations made in this Section 3.05 are true and
correct  at  such  time.

                                   ARTICLE IV
                                   ----------

                REPRESENTATIONS AND WARRANTIES OF CERTAIN SELLERS
                -------------------------------------------------
                          AND COMPANY REGARDING COMPANY
                          -----------------------------

     Each  Seller  (other  than  James  E.  Clark,  Jr.) and the Company hereby,
jointly  and  severally,  represents  and  warrants  to Parent and Merger Sub as
follows  (for  purposes  of  the  following  representations and warranties, the
defined  term  Company  shall be deemed to include any Subsidiary of the Company
and  any  matters  set  forth  on  any Schedule relating to any Subsidiary shall
specifically  refer  to  such  Subsidiary):

     4.01     ORGANIZATION  AND  AUTHORIZATION.
              ---------------------------------

          (a)     Company is a corporation duly organized, validly existing, and
in  good  standing  under the laws of the state of its incorporation and has all
requisite  power  and authority, corporate or otherwise, to carry on and conduct
its Business as it is now being conducted and to own or lease its properties and
assets.  Company is duly qualified and in good standing in the jurisdictions set
forth  on  SCHEDULE  4.01(A).  Company is duly qualified and in good standing in
           ------------------
every state of the United States in which the conduct of the Business of Company
or  the  ownership  of its properties and assets requires it to be so qualified.


                                       11
<PAGE>
          (b)     SCHEDULE  4.01(b)  sets  forth  every  entity in which Company
                  -----------------
owns,  or  will  own  prior  to  the Closing, fifty (50%) percent or more of the
outstanding equity, directly or indirectly (each a "Subsidiary" and collectively
                                                    ----------
the  "Subsidiaries"),  and  the  equity interest in such entity that is owned by
      ------------
Company.  Except as noted on SCHEDULE 4.01(b), all outstanding shares of capital
                             ----------------
stock  of  the  Subsidiaries  (the  "Subsidiary  Shares")  are owned by Company,
                                     ------------------
directly  or  indirectly,  free  and  clear  of all liens, restrictions, claims,
equities,  charges,  options,  rights of first refusal, or encumbrances, with no
defects  of  title  whatsoever.  Company has full power, right, and authority to
vote  all of the outstanding shares of capital stock of each Subsidiary, Company
is  not  a party to or bound by any agreement affecting or relating to its right
to  transfer  or vote the outstanding shares of capital stock of any Subsidiary.

          (c)     Except  for the Subsidiary Shares and as disclosed on SCHEDULE
                                                                        --------
4.01(c),  Company does not own any capital stock or other securities or have any
-------
other  investment  in  any  person  or  other  entity.

          (d)     The  current  officers, directors, and shareholders of Company
are  listed  on  SCHEDULE  4.01(d).
                 -----------------

          (e)     The copies of the charter documents and bylaws of Company that
have  previously  been  delivered  to Parent are the complete, true, and correct
charter  documents  and  bylaws  of Company in effect as of the date hereof. The
minutes  of directors' and shareholders' meetings and the stock books of Company
that  have  been  delivered  previously  to  Parent  are the complete, true, and
correct  records  of  directors'  and shareholders' meetings and stock issuances
through  and  including  the date hereof, and reflect all transactions and other
matters  required to be reflected in such records, as well as such other matters
customarily  contained  in  records  of  such  type.

          (f)     Company  has  the  right,  power,  and  capacity  to  execute,
deliver,  and  perform  this  Agreement  and  to  consummate  the  transactions
contemplated  hereby. The execution, delivery, and performance of this Agreement
by  Company,  and the consummation of the transactions contemplated hereby, have
been  duly  authorized by all necessary corporate action on the part of Company.
This  Agreement  has been duly and validly executed and delivered by Company and
constitutes  Company's  legal,  valid,  and  binding  obligation, enforceable in
accordance  with  its  terms.

          (g)     The  Board  of  Directors  of Company has unanimously approved
this  Agreement  and  the  transactions  contemplated  hereby.

     4.02     AUTHORIZED  AND OUTSTANDING STOCK. The authorized capital stock of
              ----------------------------------
Company and the number of issued and outstanding shares thereof are set forth on
SCHEDULE  4.02.  All  of  such issued and outstanding shares of capital stock of
--------------
Company  are  validly  issued,  fully  paid,  and  nonassessable. All issuances,
transfers,  or purchases of the capital stock of Company have been in compliance
with  all  applicable  agreements and all applicable laws, including federal and
state securities laws, and all taxes thereon have been paid. There are no shares
of  capital  stock  held  in  the  treasury  of  Company.


                                       12
<PAGE>
     4.03     ABSENCE  OF  OTHER  CLAIMS.  Except as set forth on SCHEDULE 4.03,
              ---------------------------                         --------------
there  are not outstanding, nor is Company bound by, any subscriptions, options,
preemptive  rights,  warrants,  calls, commitments, agreements, or rights of any
character  requiring  Company  to  issue,  or  entitling any person or entity to
acquire,  any additional shares of capital stock or any other equity security of
Company,  including  any  right  of conversion or exchange under any outstanding
security  or other instrument. Company is not obligated to issue or transfer any
shares  of  its  capital  stock  for  any  purpose.  There  are  no  outstanding
obligations  of  Company  to  repurchase,  redeem,  or  otherwise  acquire  any
outstanding  shares  of  the  capital  stock  of  Company.

     4.04     NO CONFLICT.  The  execution  and  delivery  of  this Agreement by
              ------------
Company,  the  consummation  of the transactions contemplated herein by Company,
and  the  performance  of  the  covenants  and agreements of Company, subject to
fulfillment  of  the conditions set forth in Section 9.04 hereof, will not, with
or  without  the  giving of notice or the lapse of time, or both: (a) violate or
conflict with any of the provisions of any charter document or bylaw of Company;
(b) except as set forth on SCHEDULE 4.04, violate, conflict with, or result in a
                           --------------
breach  or  default  under  or cause termination of any term or condition of any
mortgage,  indenture,  contract,  license,  permit,  instrument, trust document,
will, or other agreement, document, or instrument to which Company is a party or
by  which  Company  or its properties may be bound; (c) violate any provision of
law,  statute,  regulation, court order, or ruling of any governmental authority
to  which Company is a party or by which Company or its properties may be bound;
or  (d)  result  in  the  creation  or  imposition  of  any lien, claim, charge,
restriction,  security  interest, or encumbrance of any kind whatsoever upon any
asset  of  Company.

     4.05     REQUIRED  CONSENTS  AND APPROVALS. Except as set forth on SCHEDULE
              ----------------------------------                        --------
4.05,  no  consent  or approval is required by virtue of the execution hereof by
-----
Company  or  the  consummation of any of the transactions contemplated herein by
Company  to  avoid  the  violation  or  breach  of, or the default under, or the
creation of a Hen on assets of Company pursuant to the terms of, any regulation,
order,  decree,  or  award  of  any  court or governmental agency, or any lease,
agreement,  contract,  mortgage,  note,  license,  or  other instrument to which
Company  is  a  party  or to which Company, Company's property or assets, or the
Company  Shares  are  subject.

     4.06     NO VIOLATION OF LAW. Company is not, has not been, and will not be
              --------------------
(by  virtue of any past or present action, omission to act, contract to which it
is  a  party,  occurrence,  or  state  of  facts whatsoever) in violation of any
applicable  local,  state,  or  federal  law,  ordinance,  regulation,  order,
injunction,  decree,  or  other  requirement  of  any governmental body, agency,
authority,  or  court  binding  on  it,  or  relating to its property, Business,
advertising,  sales,  or  pricing  practices (including, without limitation, any
antitrust  laws and regulations). Company will not hereafter suffer or incur any
loss,  liability, penalty, or expense (including, without limitation, attorneys'
fees)  by  virtue  of  any such violation. Specifically, and without limitation,
Company  and  the Business are in material compliance with all local, state, and
federal  requirements  pertaining  to:  (a)  tower siting; (b) the construction,
marking, painting, and lighting of antenna structures in accordance with Section
303(q)  of  the  Communications  Act of 1934, as amended, 47 C.F.R. Part 17, and
other  governmental laws pertaining to air navigation safety; (c) tower fencing,
signage,  posting,  and  security  requirements; (d) Section 106 of the National
Historic  Preservation  Act;  (e)  procedures  implementing  the  National
Environmental Policy Act of 1969, including those set forth in 47 C.F.R. Subpart
I;  (f) radio frequency (rf) radiation exposure limits as set forth in 47 C.F.R.
Sec.  1.1310;  and (g) compliance with regulations governing facilities that may


                                       13
<PAGE>
affect  property  listed in the National Register of Historic Places pursuant to
16 U.S.C. Sec. 470w(5) and 36 C.F.R. Part 60, including the procedures set forth
in  the  rules  of the Advisory Council on Historic Preservation, 36 C.F.R. Part
800, as supplemented by the Nationwide Programmatic Agreement for Collocation of
Wireless  Antennas  (47  C.F.R. Part 1, Appendix B), the Nationwide Programmatic
Agreement  Regarding  the  Section 106 National Historic Preservation Act Review
Process  (47  C.F.R.  Part  1,  Appendix  C),  and  the  Interagency
Cooperation-Endangered  Species  Act  of  1973,  as amended, 50 C.F.R. Part 402.

     4.7     FINANCIAL  STATEMENTS.  SCHEDULE  4.07 contains the audited balance
             ---------------------   --------------
sheets  of  Company  as  of  the  most  recent  year and the two prior years, if
available,  and the related audited statements of income, retained earnings, and
cash  flows  for  the years then ended, along with the related notes thereto, as
well  as  the  unaudited  balance  sheet of Company as OF MARCH 31, 2006 and the
related unaudited statements of income, retained earnings, and cash flows, or in
each  instance  equivalent  statements  as  commonly  prepared, for the 24-month
period then ended (the "Audited Financial Statements" and the "Interim Financial
                        ----------------------------           -----------------
Statements,"  respectively,  and  collectively  the "Financial Statements"). The
-----------                                          --------------------
Audited  Financial Statements are true, correct, and complete and present fairly
the  financial  position  of  Company  as  of the dates thereof, and the related
results  of Company's operations for the years then ended. The Interim Financial
Statements  are  true,  correct,  and  complete and present fairly the financial
position of Company as of the date thereof, and the related results of Company's
operations  for  the  periods  then ended, The Audited Financial Statements have
been prepared in accordance with GAAP, and the Interim Financial Statements have
been  prepared  in  accordance  with  modified  GAAP  (accrual  basis  financial
statements with depreciation recorded on a tax basis), except for the absence of
footnotes  and  customary  year-end  adjustments  (which will not be material in
amount),  on  a basis consistent with prior periods. All adjustments, consisting
of  normal, material, recurring accruals necessary for a fair presentation, have
been  made  in the Interim Financial Statements. The audited balance sheet as of
DECEMBER  31,  2005,  (the "Audited Balance Sheet Date") included in the Audited
                            --------------------------
Financial  Statements  is referred to herein as the "Audited Balance Sheet." and
                                                     ---------------------
the  unaudited  balance  sheet  as of MARCH 31, 2006 (the "Interim Balance Sheet
                                                           ---------------------
Date") included in the Interim Financial Statements is referred to herein as the
----
"Interim  Balance  Sheet."
 -----------------------

     4.8     NO  UNDISCLOSED LIABILITIES. There are no liabilities of Company of
             ---------------------------
any kind whatsoever, whether accrued, contingent, absolute, or otherwise, except
for:

          (a)     Liabilities and obligations fully reflected or provided for in
the  Interim  Balance  Sheet;

          (b)     Liabilities and obligations incurred in the Ordinary Course of
Business  since  the  Interim  Balance Sheet Date and of a type reflected on the
Interim  Balance Sheet, which individually or in the aggregate are not in excess
of  $50,000;  and

          (c)     Liabilities and obligations under contracts or commitments not
(i)  attributable  to any failure by Company to comply with the terms thereof or
any  express  or  implied  warranty,  or  (ii) entered into in violation of this
Agreement  or  arising  out  of  any  such  breach  by  Company.

     4.09     REAL  PROPERTY.
              ---------------


                                       14
<PAGE>
          (a)     SCHEDULE  4.09(A)  sets forth a complete and accurate list and
                  -----------------
description of all the real property that Company owns or leases, has agreed (or
has  an  option)  to  purchase, sell, or lease, or may be obligated to purchase,
sell,  or  lease  (the  "Real  Property").  With  respect to each parcel of Real
                         --------------
Property  required  to  be listed and described on SCHEDULE 4.09(a), Company has
                                                   ----------------
made  available  to  Parent  true,  correct,  and  complete  copies  of the deed
evidencing  Company's  ownership  of  such  parcel,  each  mortgage  or  other
encumbrance  thereon reflected in a written instrument, each instrument (if any)
evidencing  a  grant  by  or  to  Company of an option to purchase or lease such
parcel,  each lease and leasehold mortgage (if any) with respect to such parcel,
and  any  title policies or commitments and surveys with respect to such parcel.

          (b)     Subject  to  Section  4.09(c) hereof, Company (i) has good and
marketable  fee-simple  title  to  all  the  Real  Property, and (ii) except for
Permitted Liens (as hereinafter defined), owns such Real Property free and clear
of  all  title  defects  or  objections,  liens,  restrictions, claims, charges,
security  interests,  easements, or other encumbrances of any nature whatsoever,
including any mortgages, leases, chattel mortgages, conditional sales contracts,
collateral  security  arrangements,  and  other  title  or  interest  retention
arrangements.  "Permitted  Liens"  shall  mean  (A)  the  security  interests,
                ----------------
easements,  or  other  encumbrances described on SCHEDULE 4.09(b), and (B) liens
                                                 ----------------
for  taxes  not  yet  due  and  payable.

          (c)     Except  for  Permitted  Liens  and  other matters set forth on
SCHEDULE  4.09(c), no Real Property is subject to (i) any governmental decree or
------------------
order  (or threatened or proposed order known to Company) to be sold or taken by
public  authority,  or  (ii)  any  rights  of  way,  building  use restrictions,
exceptions,  variances,  reservations,  or limitations of any nature whatsoever,
not  of  record.

     4.10     PERSONAL  PROPERTY.
              ------------------

          (a)     SCHEDULE  4.10(a)  sets forth a complete and accurate list and
                  -----------------
description of all the personal property that Company owns or leases, has agreed
(or has an option) to purchase, sell, or lease, or may be obligated to purchase,
sell,  or lease, the net book value of which, as properly reflected in the books
and  records  of  Company, on an individual, item-by-item basis, exceeds $1,000.

          (b)     Company  (i)  has good and valid title to all the personal and
mixed,  tangible,  and intangible properties and assets which it purports to own
or  which it uses in the conduct of its Business, including, without limitation,
the Intellectual Property, software and licensed software (as defined in Section
4.12),  and  all  the personal properties and assets reflected, but not shown as
leased or encumbered, on the Audited Balance Sheet and the Interim Balance Sheet
(except  for  inventory  and  assets sold in the Ordinary Course of Business and
supplies  consumed  in  the  Ordinary  Course  of Business), and (ii) except for
Permitted Liens, owns such personal property free and clear of all title defects
or  objections,  liens,  restrictions,  claims,  charges,  security  interests,
easements,  or  other  encumbrances  of  any  nature  whatsoever,  including any
mortgages,  leases,  chattel mortgages, conditional sales contracts, collateral,
security  arrangements,  and other title or interest retention arrangements. Ail
properties  and  assets  of  Company  are in the possession of Company. SCHEDULE
                                                                        --------
4.10(b)  sets  forth  a  general  description  and  the location of any personal
-------
property  (including  all  improvements  on  any  Real


                                       15
<PAGE>
Property)  and  leasehold  improvements  that  are  not located at the principal
location  of  the  Business,

          (c)     The  towers,  structures,  and  equipment  owned  or leased by
Company  are  structurally sound with no known material defects, are in good and
safe operating condition and repair, and are adequate for the uses to which they
are  being  put,

          (d)     The  rights,  properties,  and  other  assets presently owned,
leased,  or  licensed  by  Company  and  described in SCHEDULE 4.09(a), SCHEDULE
                                                      ----------------  --------
4.10(a),  and  SCHEDULE 4.12(b) include all rights, properties, and other assets
-------        ----------------
necessary  to  permit  Company to conduct the Business in the same manner as the
Business  has  been  conducted since the Interim Balance Sheet Date, without any
need  for  replacement,  refurbishment,  or  extraordinary  repair.

          (e)     SCHEDULE  4.10(e) contains a complete and accurate list of all
                  -----------------
leases  (including  any  capital  leases) and lease-purchase arrangements (other
than  Real  Property  leases) pursuant to which Company leases personal property
from  others  and  which (i) require Company to pay, for rent and any obligatory
improvements,  more than $10,000 in any single year or $15,000 during the entire
term  of  such  lease  or lease-purchase arrangement (including any renewal term
that Company may not avoid by refusing to renew in its sole discretion), or (ii)
provide  for a purchase option for a price of more than $5,000. SCHEDULE 4.10(e)
                                                                ----------------
specifies  which of such leases, if any, are capital leases. All leases that are
required  to  be capitalized by GAAP have been so accounted for in the Financial
Statements.  Company  has made available to Parent a true, correct, and complete
copy  of  each  of  the  items  required  to  be  listed  on  SCHEDULE 4.10(e).
                                                              ----------------

     4.11     INDEBTEDNESS.  SCHEDULE  4.11  sets  forth a complete and accurate
              ------------   --------------
list  and  description  of  all  instruments  or other documents relating to any
direct  or  indirect  indebtedness  for  borrowed  money  of Company, as well as
indebtedness  by way of lease-purchase arrangements, guarantees, undertakings on
which  others  rely  in  extending  credit, and all conditional sales contracts,
chattel  mortgages,  and  other  security  arrangements with respect to personal
property  used  or  owned  by  Company  (other  than those set forth on SCHEDULE
                                                                        --------
4.10(e)).  Company  has  made  available to Parent a true, correct, and complete
--------
copy  of  each  of  the  items  required  to  be  listed  on  SCHEDULE  4.11.
                                                              --------------

     4.12     INTELLECTUAL  PROPERTY.
              -----------------------

          (a)     Definition.  For  purposes  of  this  Agreement,  the  term
                  -----------
"Intellectual  Property"  shall  mean  all  patents,  patent  rights,  patent
 ----------------------
applications,  registered  trademarks  and  service  marks,  trademark  rights,
trademark  applications,  service  mark rights, service mark applications, trade
names,  registered  copyrights,  copyright  rights,  and  domain  names, and all
intellectual,  industrial  software,  or  proprietary  rights and trade secrets,
technology, and know-how, owned or used by Company, which are related to or used
in  connection  with  the  Business  of  Company, in each case together with any
amendments,  modifications,  and  supplements  thereto,  and  in  each  case all
goodwill  associated therewith in connection with the Business in which any such
intellectual  property  is  used.


                                       16
<PAGE>
          (b)     Identification of Intellectual Property.  SCHEDULE 4.12(b)
                  ---------------------------------------   ----------------
sets forth a complete and accurate list and full description of all Intellectual
Property.  With  respect  to  any  registrations  of  the Intellectual Property,
SCHEDULE  4.12(b)  also  sets  forth,  as  to each such item of the Intellectual
-----------------
Property,  the  (i)  relevant  application or registration number, (ii) relevant
filing,  registration,  issue,  or  application  date,  (iii) record owner, (iv)
country, (v) title or description, and (vi) remaining life thereof. In addition,
SCHEDULE  4.12(b)  identifies  whether each item of the Intellectual Property is
-----------------
owned  by  Company  or  is  possessed  and  used  by  Company under any license,
contract,  agreement, or other commitment and, if under any such commitment, the
identity  of  the  parties  thereto,  the  term thereof, and all amounts payable
thereunder,  together  with  the  payment  terms  therefor.

          (c)     Ownership  and  Protection.  With  respect  to  each  item  of
                  ---------------------------
Intellectual  Property  identified  as  being owned by Company, Company owns all
right,  title,  and  interest  in  and to such Intellectual Property and has not
encumbered  or  impaired  any  rights  in  same.  Except  as  set  forth  in
SCHEDULE 4.12(c),  Company has obtained an enforceable written assignment of all
---------------
right,  title,  and  interest  in  and to each item of the Intellectual Property
owned  by  Company  from  each  person or entity participating in the discovery,
development,  or creation of such item of Intellectual Property and has provided
to  Parent  true and correct copies of each such assignment. Except as otherwise
provided  in  SCHEDULE 4.12(c), Company  has  no obligation to compensate, or to
              ----------------
obtain  the  consent  of,  any  third  party  for  the  use  of  any item of the
Intellectual  Property, All employees, independent contractors, or other persons
who  have  had  access  to  or  participated  in  the  development of any of the
Intellectual  Property  owned by Company have signed appropriate confidentiality
and  nondisclosure  agreements  and,  in  the  case  of independent contractors,
appropriate  work-for-hire  agreements  and  assignments,  sufficient to protect
Company's  ownership  rights  in  the  Intellectual Property and to prohibit the
unauthorized  use  or  disclosure of same. All registrations and applications to
register  the Intellectual Property in each of the countries in which any of the
same  is  registered  are  valid  and  subsisting  in all respects and have been
properly  maintained. No party has any claim to any moral rights with respect to
the  Intellectual  Property  owned  by  Company.

          (d)     Litigation  and  Claims.  Except  as  disclosed  on  SCHEDULE
                  ------------------------                             --------
4.12(d),  there  is  no  pending,  or,  to the knowledge of Company and Sellers,
-------
threatened  suit,  action,  claim,  arbitration,  grievance,  litigation,  or
administrative,  legal,  or other proceeding or investigation against Company or
its  licensors contesting the validity of, or Company's right to use, any of the
Intellectual  Property,

          (e)     Licenses.  Company  has not granted any license or other right
                  ---------
to  use,  in  any  manner,  any  item  of  Intellectual Property, whether or not
requiring  the payment of royalties, and no third party has any right to use any
of the Intellectual Property owned by Company. Company has not licensed, leased,
sold,  or  otherwise  transferred  or  disclosed  the source code for any of the
Intellectual  Property to any person or entity other than to Company's employees
and  independent  contractors  pursuant  to an agreement with such employees and
independent  contractors protecting the intellectual property rights therein and
the  nondisclosure  thereof.

          (f)     Protection.  Company has reasonably protected the Intellectual
                  -----------
Property as the proprietary property and trade secrets of Company. There has not
been  any  default  under  any  confidentiality  agreement regarding the use and
disclosure  of  the  Intellectual  Property.


                                       17
<PAGE>
          (g)     Infringement.
                  ------------

               (i)     To  Company's  and  Sellers' knowledge, no third party is
(A)  infringing  upon  all  or  any portion of the Intellectual Property, or (B)
using  all  or  any  portion  of  the Intellectual Property in derogation of any
rights  acquired  by  Parent  under  this  Agreement.

               (ii)     There  is  no  interference  action  or other litigation
pending  or,  to  Company's  or  Sellers'  knowledge,  threatened  before  any
Governmental Entity (including, without limitation, the United States Patent and
Trademark  Office  or  corresponding  governmental  entities  in  foreign
jurisdictions)  in  regard  to any of the Intellectual Property. For purposes of
this Agreement, "Governmental Entity" means (A) any nation, state, commonwealth,
                 -------------------
county,  city, town, village, district, or other jurisdiction of any nature, (B)
any  federal,  state,  local,  municipal,  foreign, or other government, (C) any
federal,  state,  local, or foreign governmental or quasi-governmental authority
of  any  nature  (including  any  agency, branch, department, board, commission,
court,  or  tribunal),  (D)  any  multinational or supranational organization or
body,  (E)  any  body  exercising,  or  entitled  or purporting to exercise, any
administrative,  executive, judicial, legislative, police, regulatory, or taxing
authority  or  power, including any court or arbitrator, (F) any self-regulatory
organization,  or  (G)  any  official  of  any  of  the  foregoing.

               (iii)     None  of  the  Intellectual  Property  infringes  any
copyright,  trademark,  patent, trade secret, or other right of any third party.
Company  has  not  received notice of infringement upon, misappropriation of, or
conflict  with  any  asserted  right  of  any  third  party.

               (iv)     The inception, development, and reduction to practice of
the  Intellectual  Property  have  not  constituted  or  involved,  and  do  not
constitute  or involve, the misappropriation of trade secrets or other rights of
any  other  person  or  entity  (including, without limitation, any Governmental
Entity).

     4.13     LITIGATION.  SCHEDULE  4.13 (a) sets forth all litigation, claims,
              -----------  --------------
suits,  actions,  investigations,  indictments,  informations,  proceedings,
arbitrations,  grievances,  or  other  procedures  (including  grand  jury
investigations,  actions,  or  proceedings,  and  product liability and workers'
compensation  suits,  actions,  or  proceedings) pending or, to the knowledge of
Company  or  Sellers,  threatened,  before  any  court,  commission, arbitration
tribunal, or judicial, governmental, or administrative department, body, agency,
administrator,  official,  grand  jury,  or  other  forum  for the resolution of
grievances,  against Company or involving any of Company's property or Business,
and  (b)  indicates  which  of  such  matters are being defended by an insurance
carrier  and  which  of the matters being so defended are being defended under a
reservation  of rights. Further, except as set forth on SCHEDULE 4.13, there are
                                                        -------------
no  judgments,  orders,  writs, injunctions, decrees, indictments, informations,
grand  jury  subpoenas,  civil  investigative  demands,  plea  agreements,
stipulations,  or  awards  (whether rendered by a court, commission, arbitration
tribunal,  judicial,  governmental,  or administrative department, body, agency,
administrator,  or  official,  grand  jury, or other forum for the resolution of
grievances)  against  or  relating  to  Company  or  involving  any of Company's
property or Business. To Company's knowledge, there is no claim by any person or
any  governmental  or administrative authority that the operations of Company or
tenants  of  Company  with  respect  to  the  Business  are  causing


                                       18
<PAGE>
harmful  interference  or  otherwise  are  disrupting  the  operations  of  any
authorized  user  of  the  radio  spectrum. Company has made available to Parent
true,  correct,  and  complete  copies of pleadings, briefs, and other documents
filed  in  each  pending  litigation,  claim,  suit,  action,  investigation,
indictment,  information, proceeding, arbitration, grievance, or other procedure
required  to  be  listed  on  SCHEDULE  4.13,  and the judgments, orders, writs,
                              --------------
injunctions,  decrees,  indictments,  informations,  grand jury subpoenas, civil
investigative  demands, plea agreements, stipulations, and awards required to be
listed  on  said  Schedule.

     4.14     EMPLOYEES  AND  INDEPENDENT  CONTRACTORS.
              ----------------------------------------

          (A)     SCHEDULE 4.14(a) sets forth the names and current compensation
                  ----------------
(specifying  salary,  fees,  bonuses,  and  commissions,  as  applicable) of all
employees  and  independent  contractors  of Company, together with the date and
amount of the last increase in compensation for each such person. The employment
of  each  of  Company's  employees  and independent contractors is terminable at
will.  Company  has  provided  Parent  with  accurate and complete copies of all
employee  manuals  and  handbooks,  disclosure  materials,  policy  statements,
independent  contractor  agreements,  and  other  materials  relating  to  the
employment  of  the  current and former employees and independent contractors of
Company.  To  the  knowledge  of Company and Sellers, no employee or independent
contractor  of  Company  or  any  affiliate  (i) intends to terminate her or his
employment  relationship  with  Company  as  a  result  of  the  transactions
contemplated  herein  or otherwise, (ii) is considering or has received an offer
to  establish  or  to  join  a  business  that may be competitive with Company's
Business,  or  (iii) is a party to or is bound by any confidentiality agreement,
noncompetition  agreement,  or other contract (with any person) that may have an
adverse  effect  on  (A)  the  performance by such employee of any of her or his
duties  or responsibilities to Company, or (B) Company's Business or operations.

          (b)     Company  has  conducted  a  thorough  review  of  its
employment-related  records and has verified that each Foreign National employee
of  Company  is  authorized  to be present and employed in the United States. In
addition, except as disclosed on SCHEDULE 4.14(B), Company is in full compliance
                                 ----------------
with  all  applicable  laws,  regulations,  judgments,  and  other  requirements
relating to the regulation of Foreign Nationals in the United States, including,
without  limitation,  those items relating to the employment and compensation of
Foreign  Nationals in the United States. Moreover, there are no unresolved past,
pending,  or  threatened  administrative,  regulatory,  or  judicial  actions,
proceedings,  investigations,  obligations,  liabilities,  losses,  decrees,
judgments,  penalties, fines, fees, demands, demand letters, orders, directives,
claims,  or notices of noncompliance or violation relating in any way to Company
or  Company's  operations  in  connection  with  Company's employment of Foreign
Nationals. As used herein, the term "Foreign National" means a person who is not
                                     ----------------
a  citizen  of  the  United  States  of  America.

          (c)     All  persons  who  have  at  any  time  been  classified  as
consultants, independent contractors, or service providers, other than employees
of  Company,  including  those  consultants  designated  as "senior consultants"
(collectively,  the  "Independent Contractors") have been properly so classified
                      -----------------------
and  excluded from classification as employees in accordance with all applicable
laws,  including the Employee Retirement Income Security Act of 1974, as amended
("ERISA"),  and  the  Code,  and  in  accordance with the terms of each Employee
  -----
Benefit  Plan.  Company  has  complied  with all applicable laws with respect to
employment,  taxes, and tax reports associated with the Independent Contractors.
None  of  the  current  or  former  Independent


                                       19
<PAGE>
Contractors  of  Company  could  be  reclassified  as an employee of Company. No
Independent  Contractor  is  eligible  to  participate in or to receive benefits
under  any Employee Benefit Plan (within the meaning of the Section 4.15 of this
Agreement),

     4.15     EMPLOYEE  BENEFITS.
              -------------------

          (a)     All  Employee  Benefit  Plans  and  Arrangements.
                  -------------------------------------------------

               (i)     List  and  Description  of  Plans  and  Arrangements.
                       ----------------------------------------------------
SCHEDULE 4.15(a)(i)  sets  forth a complete and accurate list and description of
-------------------
all  agreements,  arrangements,  commitments, policies, or understandings of any
kind  (whether written or oral) (A) which relate to employee benefits, (B) which
pertain  to  any  foreign  or  domestic  present  or former employees, retirees,
officers,  directors,  consultants,  or  independent  contractors  (or  their
beneficiaries,  dependents,  or  spouses)  of  Company  or  its  predecessors in
interest  (whether or not incorporated), and (C) which are currently or expected
to be adopted, maintained by, sponsored by, or contributed to by Company, any of
Company's  predecessors in interest, or any employer which, under Section 414 of
the  Code  or  Section  4001(a)(14)  or  (b) of ERISA, would constitute a single
employer  with  Company  (a  "Company Affiliate") or as to which Company, any of
                              -----------------
Company's  predecessors  in  interest,  or any Company Affiliate has any ongoing
liability  or  obligation  whatsoever  or  could  incur liability (collectively,
"Employee  Benefit  Plans"),  including,  but  not limited to, all: (1) employee
 ------------------------
benefit  plans  as defined in Section 3(3) of ERISA, with specific disclosure of
                                              -----
any  plan  that  has  ever involved, or could reasonably be expected to involve,
such  liability  under  Title  IV of ERISA or Section 412 of the Code; (2) other
deferred  compensation,  early  retirement,  incentive,  profit-sharing, thrift,
stock ownership, stock appreciation rights, bonus, stock option, stock purchase,
welfare  or  vacation,  or other nonqualified benefit plans or arrangements; and
(3)  trusts, group annuity contracts, insurance policies, or other funding media
for  the  plans  and  arrangements  described  hereinabove.

               (ii)     Compliance  With ERISA and the Code. Except as set forth
                        ------------------------------------
on  SCHEDULE 4.15(a)(ii), Company, its predecessors in interest, and all Company
    ---------------------
Affiliates  have  complied with all of their respective obligations with respect
to  all  Employee  Benefit  Plans  (including, but not limited to, (A) filing or
distributing  all  reports  or  notices  required  by ERISA or the Code, and (B)
complying  with  all requirements of Part 6 of ERISA and Code Section 4980B) and
have  maintained  the  Employee  Benefit Plans in compliance with all applicable
laws  and  regulations  (including,  but not limited to, ERISA and the Code), No
party  in  interest or disqualified person (as defined in Section 3(14) of ERISA
and  Section  4975 of the Code) has engaged in a transaction with respect to any
Employee  Benefit  Plan  which  could  subject Company or any Company Affiliate,
directly  or indirectly, to a material tax, penalty, or other material liability
for  prohibited  transactions  under  ERISA  or  Section  4975  of  the Code. No
fiduciary of any Employee Benefit Plan has breached in any material respect, any
of the responsibilities or obligations imposed upon fiduciaries under Title I of
ERISA.  All  Employee  Benefit  Plans  have  been  established  and  maintained
substantially  in  accordance  with  their  terms  and  have  been  operated  in
compliance  in all material respects with all applicable legal requirements, and
may  by their terms be amended and/or terminated at any time without the consent
of  any  other person, subject to applicable legal requirements and the terms of
each  Employee  Benefit  Plan. Company and each Company Affiliate have performed
all  material obligations required to be performed by them under, and not in any
material  respect  in  default


                                       20
<PAGE>
under  or  in  violation  of,  any  Employee  Benefit Plan, and Company and each
Company  Affiliate  have  no  knowledge of any default or violation by any other
person  with  respect  to  any Employee Benefit Plan. Each Employee Benefit Plan
which  is  intended  to  be  qualified  under  Section 401(a) of the Code is the
subject of a favorable determination letter from the Internal Revenue Service as
to  such plan's qualified status under Section 401(a) of the Code (or comparable
letter, such as an opinion or notification letter as to the form of plan adopted
by  Company  or  Company  Affiliate),  and,  to Company's knowledge, nothing has
occurred  since  the issuance of such letter which may reasonably be expected to
impair  such favorable determination or otherwise impair the qualified status of
such  plan.  All  contributions required to be made with respect to any Employee
Benefit  Plan  pursuant to Section 412 of the Code, or the terms of the Employee
Benefit Plan or any collective bargaining agreement, have been made on or before
their due dates (including any extensions thereof). No amendment to any Employee
Benefit  Plan or related trust has been adopted since receipt of the most recent
determination letter issued with respect to the Employee Benefit Plan or related
trust which would cause disqualification of the Employee Benefit Plan or related
trust  Neither  Company  nor  any  Company Affiliate sponsors, maintains, or has
direct  or  indirect  liability  under any "multiple employer welfare associate"
("MEWA")  within  the meaning of Section 3(40) of ERISA, or any plan of the type
  ----
described  in Sections 4063 and 4064 of ERISA or in Section 413 of the Code (and
the  regulations  promulgated  thereunder).

               (iii)     Copies  of  Documents  Provided  to Parent. Company has
                         -------------------------------------------
made  available  to  Parent  true, correct, and complete copies of all documents
relating to the Employee Benefit Plans that Parent has requested, including, but
not  limited  to:  (A)  each  such  written Employee Benefit Plan, including all
amendments  thereto  and  all  related  trust  instruments, and other agreements
adopted  or  entered into in connection with each of the Employee Benefit Plans;
(B) all insurance and annuity contracts related to any Employee Benefit Plan and
policies  pertaining  to  liability  insurance covering the fiduciaries for each
Employee  Benefit  Plan;  (C)  summary  plan descriptions, summaries of material
modifications, registration statements (including all attachments), prospectuses
and  communications  distributed  to  plan  participants,  and  the  notices and
election  forms  used  to  notify  employees  and  their  dependents  of  their
continuation  coverage  rights  under  Company's  group health plans (under Code
Section  4980B(f)  and ERISA Section 606), if applicable; and (D) the three most
recently  available  Form  5500  annual reports, with accompanying schedules and
attachments,  filed  with respect to each Employee Benefit Plan required to make
such  a  filing,  the  most recent actuarial valuation for each Employee Benefit
Plan subject to Title IV of ERISA, the latest reports which have been filed with
the United States Department of Labor with respect to each Employee Benefit Plan
required  to make such a filing, the most recent favorable determination letters
issued  for each Employee Benefit Plan and related trust which is intended to be
qualified  under  Section  401(a)  of  the Code (and, if an application for such
determination  is  pending,  a  copy of the application for such determination),
financial and other information regarding current and projected liabilities with
respect  to  each  Employee Benefit Plan for which the filings described in this
subsection  (D) are not required under ERISA, and all correspondence between the
Internal  Revenue  Service and/or the Department of Labor and Company. Since the
date  such  documents  were  supplied  to  Parent,  no plan amendments have been
adopted,  no  changes to the documents have been made, and no such amendments or
changes  shall  be  adopted  or  made  prior  to  the  Closing  Date.


                                       21
<PAGE>
               (iv)     Agreements  To  Create,  Continue,  or  Terminate Plans.
                        --------------------------------------------------------
Neither  the Company, its predecessors in interest nor any Company Affiliate has
any agreement, arrangement, commitment or understanding, whether legally binding
or  not,  to create any additional Employee Benefit Plan or to continue, modify,
change in any material respect, or terminate any existing Employee Benefit Plan.

               (v)     Agency  Review,  Taxes,  and Fiduciary Liability. None of
                       -------------------------------------------------
the Employee Benefit Plans is currently under investigation, audit, or review by
the  Department  of Labor, the Internal Revenue Service, or any other federal or
state agency or is liable for any federal, state, local, or foreign taxes. There
is  no  transaction  in connection with which Company, any Company Affiliate, or
any  fiduciary of any of the Employee Benefit Plans could be subject to either a
civil  penalty  assessed  pursuant  to  ERISA Section 502, a tax imposed by Code
Section 4975, or liability for a breach of fiduciary responsibility under ERISA.

               (vi)     Claims Against Plans and Fiduciaries. Other than routine
                        -------------------------------------
claims  for benefits payable to participants or beneficiaries in accordance with
the  terms  of  the  Employee  Benefit  Plans,  there  are no claims, pending or
threatened,  by  any  participant  or  beneficiary  against  any of the Employee
Benefit  Plans  or  any  fiduciary  of  any  of  the  Employee  Benefit  Plan.

               (vii)     Insurance  Reserves.  The  levels of insurance reserves
                         --------------------
and accrued liabilities with regard to all Employee Benefit Plans (to which such
reserves  or  liabilities  do  or  should  apply)  are  set  forth  on  SCHEDULE
                                                                        --------
4.15(a)(vii),  and  such levels are reasonable and sufficient to provide for all
------------
incurred  but  unreported  claims  and  any  retroactive  or prospective premium
adjustments.

               (viii)     Retiree Welfare Benefits. Company, its predecessors in
                          -------------------------
interest,  and  Company  Affiliates have not maintained an Employee Benefit Plan
providing  group  health,  dental,  vision,  life  insurance,  or  other welfare
benefits  to  employees  following  retirement  or other separation from service
(other  than  continuation  coverage  to  the  extent  required  by law, whether
pursuant  to  the  Consolidated  Omnibus  Budget  Reconciliation  Act of 1985 or
otherwise).

          (b)     Defined  Benefit  Plan  Matters.
                  --------------------------------

               (i)     List  of  Defined  Benefit  Plans.  SCHEDULE 4.15(b)(i)
                       ---------------------------------   -------------------
identifies  by  name  all  of  the Employee Benefit Plans that are pension plans
within  the meaning of ERISA Section 3(2) which are subject to Title IV of ERISA
(the  "Defined Benefit Plans"), and specifically identifies each of such Defined
       ---------------------
Benefit  Plans  that are multiemployer plans within the meaning of ERISA Section
3(37)(A)  as  multiemployer  plans.  There  is  no  Defined  Benefit  Plan  or
multiemployer  plan  maintained  by  any  Company  Affiliate under which Company
currently  has  or  potentially may have any obligation or liability whatsoever,
including,  but  not  limited  to, any liability which would be identified by or
arise  from  the  issues  detailed  in  this  subsection  (b).

               (ii)     PBGC Premiums and Termination Liability. No liability to
                        ----------------------------------------
the Pension Benefit Guaranty Corporation ("PBGC") has been incurred with respect
to  the  Defined  Benefit  Plans.  All premiums due and payable to the PBGC with
respect to the Defined Benefit Plans have been paid in a timely manner. The PBGC
has not instituted proceedings to terminate any of the Defined Benefit Plans. No
event  has  occurred,  and  there  exists  no  condition  or  set  of


                                       22
<PAGE>
circumstances,  which  could result in the involuntary termination of any of the
Defined Benefit Plans by the PBGC pursuant to ERISA Section 4042. Moreover, even
if  a Defined Benefit Plan were terminated voluntarily pursuant to ERISA Section
4041,  neither  the  Company,  its  predecessors  in  interest  nor  any Company
Affiliate  would  have any liability to the PBGC as a result of the termination.

               (iii)     Reportable  Events.  With  respect  to  each  Employee
                         -------------------
Benefit  Plan, no "reportable event" within the meaning of Section 4043 of ERISA
(excluding  any  such  event  for  which  the 30-day notice requirement has been
waived  under  the  regulations to Section 4043 of ERISA) has occurred for which
there  is  any  material  outstanding  liability  to  Company,  nor  would  the
consummation of the transactions contemplated hereby (including the execution of
this  Agreement)  constitute  a  reportable  event  for  which the 30-day notice
requirement has not been waived. Company has not incurred nor does it reasonably
expect  to  incur  any  material  liability  under Title IV of ERISA, including,
without  limitation,  any material liability arising out of or resulting from an
event  described  in  Section 4041, 4062, or 4063 of ERISA (other than liability
for  premium  payments  to the PBGC arising in the Ordinary Course of Business).

               (iv)     Full Funding on a Termination Basis. The current present
                        ------------------------------------
value  of  all  projected  benefit obligations under each of the Defined Benefit
Plans did not, as of the latest valuation date, exceed the then-current value of
the  assets allocable to such benefit liabilities, based on reasonable actuarial
assumptions  currently  used for such Defined Benefit Plan. In addition, each of
the  Defined Benefit Plans is fully funded on a termination basis, such that the
net  fair  market value of the assets equals or exceeds the present value of the
accrued  benefits  under  such  Defined  Benefit  Plan, based upon the actuarial
assumptions  required  by  the  PBGC  for  determining benefits on a termination
basis.  Nothing has occurred since the end of the most recently completed fiscal
year  that  would  adversely  affect  the  funding status of the Defined Benefit
Plans,  and neither Company nor any Company Affiliate has knowledge or reason to
know  of  any  such  occurrence.

               (v)     No Accumulated Funding Deficiency. No accumulated funding
                       ----------------------------------
deficiency  as defined in Section 302(a)(2) of ERISA or Section 412 of the Code,
whether  or not waived and regardless of the reason arising, exists with respect
to  any Defined Benefit Plan, nor have any extensions of any amortization period
within  the  meaning  of  Section  302  of ERISA or Section 412 of the Code been
applied  for  with  respect  thereto,

               (vi)     Termination.  None of the Defined Benefit Plans has been
                        ------------
terminated  or  partially terminated, nor have there been any events which might
constitute  grounds  for  such  a  termination  or  partial  termination.

               (vii)     Effect  of  Transaction.  Neither the consideration nor
                         ------------------------
the  implementation  of  the transactions contemplated under this Agreement will
increase  or  create  (A)  the liability of Company or any Company Affiliate, or
their  obligation  to  make contributions or any other payments to fund benefits
accrued under the Employee Benefit Plans, or (B) the benefits accrued or payable
with  respect  to  any participant under the Employee Benefit Plans. Each of the
Employee Benefit Plans may be amended or terminated at any time by action of the
plan  sponsor's board of directors, a committee of such board of directors, or a
duly  authorized


                                       23
<PAGE>
officer,  in  each  case  subject  to the terms of the Employee Benefit Plan and
compliance  with  applicable  legal  requirements.

     4.16     COLLECTIVE BARGAINING. Except as set forth on SCHEDULE 4.16, there
              ----------------------                        --------------
are  no  labor  contracts,  collective  bargaining  agreements,  letters  of
understanding,  or  other  arrangements,  formal  or informal, with any union or
labor  organization  covering  any  of  Company's  employees,  and  none of said
employees  are  represented by any union or labor organization. Company has made
available  to Parent a true, correct, and complete copy of each agreement listed
on  SCHEDULE  4.16.  Except  as  set  forth on SCHEDULE 4.16, Company is not the
    ---------------                            --------------
subject  of  any  collective  bargaining  or  union  organizing  activity.

     4.17     LABOR  DISPUTES.  Company  is  in  compliance with all federal and
              ----------------
state  laws  respecting  employment  and  employment practices and the terms and
conditions of employment, including wages and hours, labor relations, employment
discrimination,  disability  rights or benefits, equal opportunity, plan closure
or  mass  layoff  issues,  affirmative  action,  leaves of absence, occupational
health and safety, workers* compensation, and unemployment insurance. Company is
not  and  has not been engaged in any unfair labor practice, and no unfair labor
practice  complaint  against  Company  is  pending  before  the  National  Labor
Relations  Board.  Neither Company nor any Seller knows or has reason to know of
any  labor  strike, slowdown, work stoppage, charges of discrimination, or other
labor  trouble  actually pending, being threatened against Company, or affecting
Company. Relations between management and labor are amicable, and there have not
been,  nor are there presently, any attempts to organize non- union employees or
plans  for  any  such  attempts.

     4.18     BANK  ACCOUNTS.  SCHEDULE  4.18 sets forth a complete and accurate
              --------------   --------------
list  of  each  bank or financial institution in which Company has an account or
safe  deposit  box (giving the address and account numbers) and the names of the
persons  authorized  to  draw  thereon  or  to  have  access  thereto.

     4.19     ENVIRONMENTAL  MATTERS.
              -----------------------

          (a)     For purposes of this Agreement, the following terms shall have
the  following  meanings:

               (i)     "Environmental  Claims"  shall  mean  any  and  all
                        ---------------------
administrative,  regulatory,  or  judicial  actions,  causes  of  action, suits,
investigations,  obligations,  liabilities,  losses,  proceedings,  decrees,
judgments,  penalties, fines, fees, demands, demand letters, orders, directives,
claims  (including  any claims involving liability in tort, strict, absolute, or
otherwise),  liens,  notices  of  noncompliance  or  violation,  and  legal  and
consultant  fees and costs of investigations or proceedings, relating in any way
to  any  Environmental  Laws  or the presence or Release (or alleged presence or
Release) into the environment of any Hazardous Material on, at, or from the Real
Property  (hereinafter  "Claims"), including, without limitation, and regardless
                         ------
of the merit of such Claim, any and all Claims by any governmental or regulatory
authority  or  by  any  third party or other person for enforcement, mitigation,
cleanup,  removal,  response,  remediation,  or  other  actions  or  damages,
contribution,  indemnification,  cost  recovery,  compensation, or injunctive or
declaratory  relief  pursuant to any Environmental Laws or any alleged injury or
threat of injury to human health, safety, natural resources, or the environment.


                                       24
<PAGE>
               (ii)     "Environmental  Laws"  shall mean all present and future
                         -------------------
federal,  state,  and  local  laws,  statutes,  ordinances,  regulations, codes,
policies,  rules,  directives,  orders,  decrees,  permits, licenses, approvals,
authorizations,  criteria,  guidelines,  covenants, deed restrictions, treaties,
conventions,  and  rules  of  common law now or hereafter in effect, and in each
case  as  amended,  and  any  judicial  or  administrative judgment, opinion, or
interpretation  thereof,  relating  to  the  regulation  or  protection of human
health,  safety,  natural  resources,  or  the  environment,  including, without
limitation, laws and regulations (and all other items recited above) relating to
the  use,  treatment,  storage,  management,  handling, manufacture, generation,
processing,  recycling,  distribution, transport, Release, or threatened Release
of  or  exposure  to  any  Hazardous  Material.

               (iii)     "Hazardous  Materials"  shall  mean,  collectively, any
                          --------------------
substance,  material,  product, derivative, compound, mixture, mineral, chemical
waste,  medical  waste,  or  gas,  in  each  case  whether  naturally occurring,
human-made,  or  the  by-product  of any process, including, but not limited to,
petroleum  or petroleum products (A) that is now or hereafter becomes defined or
included  within  the  definition of a "hazardous substance," "hazardous waste,"
"hazardous material," "toxic chemical," "toxic substance," "hazardous chemical,"
"extremely  hazardous substance," "pollutant," "contaminant," or any other words
of  similar  meaning  under any Environmental Laws, (B) exposure to which or the
presence, use, generation, treatment, Release, transport, or storage of which is
now  or  hereafter  prohibited,  limited,  restricted,  or  regulated  under any
Environmental  Laws  or by any governmental or regulatory authority, or (C) that
could  require  investigation,  response,  or  remediation, or could support the
assertion  of  any  Environmental  Claim.

               (iv)     "Release"  shall mean the release, deposit, disposal, or
                         -------
leakage  of  any Hazardous Material at, into, upon, or under any land, water, or
air,  or otherwise into the environment, including, without limitation, by means
of burial, disposal, discharge, emission, injection, spillage, leakage, seepage,
leaching,  dumping,  pumping,  pouring,  escaping,  emptying, placement, and the
like.

          (b)     Except  as  disclosed  on  SCHEDULE  4.19(b):
                                             ------------------

               (i)     Company  is  in  full  compliance  with  all  applicable
Environmental  Laws.

               (ii)     Company  has  all permits, licenses, and other approvals
required  under  the  Environmental  Laws  with respect to the Real Property and
Company's  operations  thereon.

               (iii)     There are no past, pending, or threatened Environmental
Claims  relating  to  Company's  operations  or  the  Real  Property.

               (iv)     Hazardous  Materials  have not at any time been present,
generated,  used, treated, managed, recycled, stored, or Released at, on, in, or
under,  or  transported  to  or  from,  the  Real  Property.


                                       25
<PAGE>
               (v)     Hazardous  Materials  have  not at any time been Released
at,  on,  in,  or  under  any other property in the vicinity or area of the Real
Property.

               (vi)     There  are  not  now and never have been any underground
storage  tanks  located at, on, or under the Real Property; there is no asbestos
contained  in,  forming part of, or contaminating any part of the Real Property;
and  no  polychlorinated  biphenyls  (PCBs)  are  used,  stored,  located at, or
contaminating  any  part  of  the  Real  Property.

               (vii)     There are no pending or threatened Environmental Claims
at  any  treatment,  storage,  or  disposal facility that has received Hazardous
Materials  from  or  generated  at  the  Real  Property.

               (viii)     There  are  no  past  or  present  facts,  actions,
activities,  circumstances,  conditions,  occurrences,  events,  or  incidents,
including  the  Release  or presence of Hazardous Materials, that could (A) form
the  basis  of  an  Environmental Claim against or involving Company or the Real
Property,  (B)  cause  the  Real  Property  to be subject to any restrictions or
affect  its  ownership,  occupancy, use, or transferability under any applicable
Environmental  Laws,  (C)  require  the  filing  or  recording  of any notice or
restriction  relating  to the presence of Hazardous Materials in the real estate
records  in  the  county  or municipality in which the Real Property is located,
other than any customary disclosure requirements in connection with the transfer
of  the  Real  Property,  or  (D)  prevent  or  interfere with the construction,
operation,  or  maintenance  of  the  Real  Property.

     4.20     REQUIRED  LICENSES AND PERMITS. Company has all licenses, permits,
              -------------------------------
or other authorizations of governmental authorities necessary for the conduct of
its  Business.  A  correct  and complete list of all such licenses, permits, and
other authorizations, including Federal Communications Commission authorizations
(collectively,  the  "Company  Authorizations")  is  set forth on SCHEDULE 4.20.
                      -----------------------                     --------------
Company  has  made available to Parent true, correct, and complete copies of all
written  Company  Authorizations  required  to  be  listed  on  SCHEDULE  4.20.
                                                                ---------------

     4.21     INSURANCE  POLICIES.  SCHEDULE  4.21  sets  forth  a  complete and
              -------------------   --------------
accurate list and description of all insurance policies in force naming Company,
or any employees thereof in their capacity as such, as an insured or beneficiary
or as a loss payable payee, or for which Company has paid or is obligated to pay
all  or  part of the premiums. Company has not received notice of any pending or
threatened  termination  or  premium  increase  (retroactive  or otherwise) with
respect  thereto,  and  Company  is  in compliance with all conditions contained
therein.  There  have  been  no  lapses  (whether  cured or not) in the coverage
provided  under  the  insurance  policies  referenced herein and as set forth on
SCHEDULE  4.21 during the term of such policies, as extended or renewed. Company
--------------
has  made  available to Parent true, correct, and complete copies of each of the
policies  required  to  be  listed  on  SCHEDULE  4.21.
                                        ---------------

     4.22     MAJOR SUPPLIERS AND CUSTOMERS.  SCHEDULE 4.22 sets forth a list of
              ------------------------------  -------------
each  supplier  of  goods  or services to, and each customer of, Company to whom
Company  paid  or  billed  in the aggregate more than $1,000 during the 12-month
period  ended DECEMBER 31, 2005, together, in each case, with the amount paid or
billed  during  such  period.  Company is not engaged in any dispute with any of
such suppliers or customers. Company does not know or have any reason to believe
that  the  consummation  of  the  transactions  contemplated  hereunder


                                       26
<PAGE>
will  have  any  adverse effect on the business relationship of Company with any
such  supplier  or  customer.

     4.23     CONTRACTS  AND  COMMITMENTS.  Except  as  set  forth  on SCHEDULES
              ----------------------------                             ---------
4.10(e) (Leases),  4.11  (Indebtedness),  4.12(b),  (c),  and  (d) (Intellectual
-------            ----                   ------------------------
Property),  4.15(a)(i)  (Employee  Benefit  Plans),  4.16 (Collective Bargaining
            ----------                               ----
Agreements),  4.21  (Insurance  Policies), and 4.23 (Contracts and Commitments):
              ----                             ----

          (a)     Company  does  not  have  any  agreement  or  contract that is
material  to  its  Business,  operations  or  prospects.

          (b)     No  contracts  or commitments of Company continue for a period
of  more  than  six  months  from  the  date  hereof or require payments, in the
aggregate,  in  excess  of  $5,000.

          (c)     Company  does  not  have  any outstanding contract, written or
oral,  with  any  officer,  employee,  agent,  consultant, advisor, salesperson,
manufacturer's  representative,  distributor,  dealer,  subcontractor, or broker
that  is  not  cancelable  by  Company, on notice of not longer than 30 days and
without  liability,  penalty,  or  premium of any kind, except liabilities which
arise  as  a  matter  of law upon termination of employment, or any agreement or
arrangement  providing for the payment of any bonus or commission based on sales
or  earnings.

          (d)     Company  is  not  under  any liability or obligation under any
agreement  pursuant to which third parties have been provided with products that
can  be  returned  to Company or a Subsidiary in the event they are not sold and
which  could  involve a liability to Company of $1,000 or more in the aggregate.

          (e)     Company  does  not  have  (i)  any  outstanding  loan  or loan
commitment  (excluding  credit  extended  in  the Ordinary Course of Business to
purchasers  of  inventory) to any person, or (ii) any factoring, credit line, or
subordination  agreement.

          (f)     Except as noted on SCHEDULE 4.11 (Indebtedness) and except for
                                     -------------
negotiable  instruments  in the process of collection, Company does not have any
power of attorney outstanding or any contract, commitment, or liability (whether
absolute,  accrued,  contingent, or otherwise), as guarantor, surety, co-signer,
endorser,  co-maker,  or  indemnitor in respect of the contract or commitment of
any  other  person,  corporation,  partnership,  joint  venture,  association,
organization,  or  entity.

          (g)     There  are  no  contracts  or  agreements  with  any director,
officer,  or  shareholder  of  Company,  or  with any person related to any such
person,  or  with  any  company  or  other  organization  in which any director,
officer,  or shareholder of Company, or anyone related to any such person, has a
direct  or  indirect  financial  interest.

          (h)     Company is not subject to any contract or agreement containing
covenants  limiting the freedom of Company to compete in any line of business in
any  geographic  area  or  requiring  Company  to  share  any  profits.


                                       27
<PAGE>
          (i)     There  is  no  contract,  agreement,  or  other  arrangement
entitling  any person or other entity to any profits, revenues, or cash flows of
Company  or requiring any payments or other distributions based on such profits,
revenues,  or  cash  flows.

          (j)     To  the  knowledge  of  Company  and Sellers, Company is not a
party  to  or  bound  by  any  presently  existing contract, agreement, or other
arrangement  that  has  had  or may in the future have a material adverse effect
upon  the  Business,  earnings,  or  financial  condition  of  Company.

Company  has  made available to Parent true, correct, and complete copies of all
contracts,  agreements,  plans,  leases,  policies, and licenses referred to, or
required  to  be  referred  to  or  listed on, any Schedule delivered hereunder.

     4.24     AGREEMENTS IN FULL FORCE AND EFFECT. Except as expressly set forth
              ------------------------------------
on  SCHEDULE  4.24,  all  contracts,  agreements,  plans,  leases, policies, and
    ---------------
licenses  referred  to, or required to be referred to, on any Schedule delivered
hereunder  are  valid  and  binding,  are  in  full  force  and  effect, and are
enforceable  in  accordance  with  their  terms,  except  to the extent that the
validity  or  enforceability  thereof  may be limited by bankruptcy, insolvency,
reorganization,  and  other  similar laws affecting creditors' rights generally.
Neither  Company  nor  any Seller has any knowledge of any pending or threatened
bankruptcy,  insolvency, or similar proceeding with respect to any party to such
agreements,  and  no  event  has occurred which (whether with or without notice,
lapse  of  time,  or  the  happening  or  occurrence  of  any other event) would
constitute  a  default  thereunder by Company or, to the knowledge of Company or
any  Seller,  any  other  party  thereto.

     4.25     ABSENCE  OF  CERTAIN  CHANGES  AND  EVENTS. Except as set forth in
              -------------------------------------------
SCHEDULE  4.25,  since the Interim Balance Sheet Date, Company has operated only
--------------
in  the  Ordinary  Course  of  Business,  and  has  not:

          (a)     Suffered  any  damage  or  destruction adversely affecting the
properties  or  Business  of  Company;

          (b)     Made  any  declaration,  setting  aside,  or  payment  of  any
dividend  or  other distribution of assets (whether in cash, stock, or property)
with  respect  to  the  capital  stock  of  Company,  or  any direct or indirect
redemption,  purchase, or other acquisition of such stock, or otherwise made any
payment  of  cash  or any transfer of other assets, to any Seller or any Related
Company;  or  transferred  any  assets from any Subsidiary to Company, any other
Subsidiary,  or  any Related Company; or transferred any assets from any Related
Company  to  Company;

          (c)     Suffered  any  material adverse change in its working capital,
assets,  liabilities,  financial condition, Business prospects, or relationships
with  any  suppliers  or  customers  listed  on  SCHEDULE  4.22;
                                                 ---------------

          (d)     Except  for  customary  increases  based on term of service or
regular promotion of non-officer employees, increased (or announced any increase
in)  the compensation payable or to become payable to any employee, or increased
(or  announced any increase in) any bonus, insurance, pension, or other Employee
Benefit  Plan,  payment,  or  arrangement  for  such


                                       28
<PAGE>
employees,  or entered into or amended any employment, consulting, severance, or
similar  agreement;

          (e)     Incurred,  assumed,  or guaranteed any liability or obligation
(absolute,  accrued, contingent, or otherwise) other than in the Ordinary Course
of  Business;

          (f)     Paid,  discharged, satisfied, or renewed any claim, liability,
or  obligation  other  than  payment  in  the  Ordinary  Course  of  Business;

          (g)     Permitted  any  of its assets to be subjected to any mortgage,
lien,  security  interest, restriction, charge, or other encumbrance of any kind
except  for  Permitted  Liens;

          (h)     Cancelled or forgiven any indebtedness or otherwise waived any
material  claims  or  rights;

          (i)     Sold, transferred, or otherwise disposed of any of its assets,
except  in  the  Ordinary  Course  of  Business;

          (j)     Made any single capital expenditure or investment in excess of
$1,000;

          (k)     Made any material change in any method, practice, or principle
of  financial  or  tax  accounting;

          (1)     Managed  working  capital  components,  including  cash,
receivables, other current assets, trade payables, and other current liabilities
in  a  fashion  inconsistent  with  past  practice,  including  failing  to sell
inventory and other property in an orderly and prudent manner or failing to make
all  budgeted  and other normal capital expenditures, repairs, improvements, and
dispositions;

          (m)     Paid, loaned, advanced, sold, transferred, or leased any asset
to  any  employee, except for normal compensation involving salary and benefits;

          (n)     Issued or sold any of its capital stock or issued any warrant,
option,  or other right to purchase shares of its capital stock, or any security
convertible  into  its  capital  stock;

          (o)     Entered  into  any  material  commitment or transaction, other
than  in  the  Ordinary  Course  of  Business,  affecting  the  Business;  or

          (p)     Agreed  in writing, or otherwise, to take any action described
in  this  Section.

     4.26     ACCOUNTS  RECEIVABLE.
              ---------------------

          (a)     All  accounts  receivable  owed  to  Company  by any director,
officer,  shareholder, or employee of Company or any relative of any such person
(including those accounts receivable reflected on the Interim Balance Sheets and
incurred  since  the  Interim


                                       29
<PAGE>
Balance  Sheet  Date)  have  been paid in full prior to the date hereof or shall
have  been  paid  in  full  prior  to  the  Closing  Date.

          (b)     All  accounts  receivable  of Company (i) are valid, existing,
and  fully  collectible  (subject  to  an allowance for doubtful accounts in the
amount  of  $5,000)  without resort to legal proceedings or collection agencies,
(ii)  represent  monies  due for goods sold or services rendered in the Ordinary
Course of Business, and (iii) are not subject to any defenses, rights of setoff,
assignment,  restrictions,  security interests, or other encumbrances. Except as
shown  on SCHEDULE 4.26(b),  as  of the date of such Schedule, all such accounts
          ----------------
receivable  were  current, and Company is not aware of any dispute regarding the
collectibility  of  any  such  accounts  receivable.  All  reserves shown on the
Financial  Statements  were adequate as of such dates calculated consistent with
past  practice.

     4.27     TAX  MATTERS.
              -------------

          (a)     Definitions.  For  purposes  of  this Agreement, the following
                  -----------
definitions  shall  apply:

               (i)     The  term  "Taxes"  shall  mean  all  taxes,  however
                                   -----
denominated,  including  any interest, penalties, or other additions to tax that
may  become  payable  in  respect  thereof, imposed by any federal, territorial,
state,  local,  or  foreign government or any agency or political subdivision of
any  such government, which taxes shall include, without limiting the generality
of  the  foregoing,  all income or profits taxes (including, but not limited to,
federal  income  taxes and state income taxes), payroll and employee withholding
taxes,  unemployment  insurance,  Social Security taxes, sales and use taxes, ad
valorem  taxes,  excise  taxes,  franchise taxes, gross receipts taxes, business
license  taxes, occupation taxes, real and personal property taxes, stamp taxes,
environmental  taxes,  transfer  taxes,  workers'  compensation  charges,  PBGC
premiums,  and  other governmental charges, and other obligations of the same or
of  a  similar nature to any of the foregoing, which Company is required to pay,
withhold,  or  collect.

               (ii)     The  term  "Returns"  shall mean all reports, estimates,
                                    -------
declarations  of  estimated  Taxes, information statements, and returns relating
to, or required to be filed in connection with, any Taxes, including information
returns  or  reports  with  respect  to backup withholding and other payments to
third  parties.

          (b)     Returns Filed and Taxes Paid. Except as otherwise disclosed in
                  -----------------------------
SCHEDULE  4.27(b):  (i)  all  Returns  required  to  be filed by or on behalf of
-----------------
Company  have  been  duly  filed  on  a timely basis, and such Returns are true,
complete,  and  correct  in  all  material  respects; (ii) all Taxes shown to be
payable on the Returns or on subsequent assessments with respect thereto and all
other Taxes, whether or not shown as due on such Returns, have been paid in full
on  a timely basis, and Company has made provision, in accordance with GAAP, for
all material Taxes accrued through the date of this Agreement; (iii) Company has
withheld  and  paid over all Taxes required to have been withheld and paid over,
and complied with all information reporting and backup withholding requirements,
including  maintenance  of  required records with respect thereto, in connection
with amounts paid or owing to any employee, creditor, independent contractor, or
other  third  party; and (iv) there are no liens on any of the assets of Company
with respect to Taxes, other than liens for Taxes not yet due and payable or for
Taxes


                                       30
<PAGE>
that Company is contesting in good faith through appropriate proceedings and for
which  appropriate  reserves  have  been  established, which contested Taxes are
disclosed  in  SCHEDULE 4.27(b).
               -----------------

          (c)     Tax  Deficiencies, Audits, and Statutes of Limitations. Except
                  -------------------------------------------------------
as  otherwise  disclosed  in  SCHEDULE  4.27(c): (i) the Returns of Company have
                              -----------------
never been audited by a government or taxing authority, nor is any such audit in
process,  pending,  or  threatened  (either  in writing or verbally, formally or
informally); (ii) no deficiencies exist or have been asserted (either in writing
or verbally, formally or informally) or are expected to be asserted with respect
to  the Taxes of Company, and Company has not received notice (either in writing
or  verbally, formally or informally) and does not expect to receive notice that
it has not filed a Return or paid Taxes required to be filed or paid by Company;
(iii)  Company  is not a party to any action or proceeding for the assessment or
collection  of  Taxes, nor has such event been asserted or threatened (either in
writing  or  verbally,  formally  or  informally)  against Company or any of its
assets;  (iv)  no waiver or extension of any statute of limitations is in effect
with  respect  to  the Taxes or Returns of Company; (v) Company has disclosed on
its  federal income Tax Returns all positions taken therein that could give rise
to a substantial understatement penalty within the meaning of Code Section 6662;
and  (vi)  no  claim  has  been  made by any government or taxing authority in a
jurisdiction  where  Company  does  not  file  any  Returns that it is or may be
subject  to  taxation  in  such  jurisdiction.

          (d)     Tax-Sharing  Agreements.  Except  as  otherwise  disclosed  in
                  ------------------------
SCHEDULE  4.27(d),  Company  is  not  (nor  has  it  ever  been)  a party to any
-----------------
Tax-sharing  agreement.

          (e)     Tax  Elections and Special Tax Status. Company has not filed a
                  --------------------------------------
consent  pursuant  to  the  collapsible  corporation  provisions of Code Section
341(f).  Company  is  not a party to any safe-harbor lease within the meaning of
Code  Section  168(f)(8),  as in effect prior to amendment by the Tax Equity and
Fiscal  Responsibility  Act  of  1982.  Company is not and has not been a United
States  real  property  holding  corporation  within the meaning of Code Section
897(c)(l)(A)(ii)  during  the  applicable  period  specified  in  Code  Section
897(c)(l)(A)(ii),  Company has not entered into any compensatory agreements with
respect  to  the performance of services for which payment thereunder would be a
nondeductible  expense pursuant to Code Section 162(m) or 280G. Company is not a
party  to  any  contract (written or oral), agreement, or other commitment under
which Company has an obligation (current or contingent) to compensate any person
for excise taxes paid pursuant to Section 4999 of the Code. Company has not been
a  "distributing  corporation" (within the meaning of Code Section 355(a)(l)(A))
within  the  three-year  period ending as of the date of this Agreement. Company
has not participated in an international boycott as defined in Code Section 999.
Company  has  not  agreed, nor is Company required, to make any adjustment under
Code  Section  263A  or  481(a)  by  reason  of a change in accounting method or
otherwise.  Company  does  not  have  a  permanent  establishment in any foreign
country,  as  defined  in  any  applicable  Tax treaty or convention between the
United  States and such foreign country. Company is in compliance with the terms
and  conditions  of any applicable Tax exemptions, Tax agreements, or Tax orders
of  any  government to which it may be subject or which it may have claimed, and
the transactions contemplated by this Agreement will not have any adverse effect
on such compliance. Company is not a party to any transaction, understanding, or
arrangement  treated  as  a  Tax  shelter  under  Code  Section  611l(e)  or
6662(d)(2)(C)(iii).


                                       31
<PAGE>
          (f)     S  Corporation  Status.  Company has been a validly electing S
                  -----------------------
corporation  within  the  meaning  of  Code  Sections 1361 and 1362 at all times
during  its  existence,  and  Company  will  be  an  S  corporation  up  to  the
consummation  of  the  Merger.  Sellers  make  no  representation  or  warranty
concerning  the  tax  effects of the loss of S corporation status as a result of
the  Merger.

     4.28     BROKERAGE.   No  broker, agent, or finder has rendered services to
              ----------
Company  or  Sellers in connection with the transactions contemplated under this
Agreement.  Company  has not incurred any obligation or liability, contingent or
otherwise,  for brokers' or finders' fees, agents' commissions, or other similar
payments  in  connection  with  this  Agreement or the transactions contemplated
hereby.

     4.29     DISCLOSURE.   No  representations,  warranties,  assurances,  or
              -----------
statements  by  any  Seller  or  Company  in  this  Agreement,  and no statement
contained  in  any  document  (including  the  Financial  Statements  and  the
Schedules),  certificates, or other writings furnished or to be furnished by any
Seller or Company (or caused to be furnished by any Seller or Company) to Parent
or  any  of  its  representatives pursuant to the provisions hereof, contains or
will  contain  any  untrue  statement of material fact, or omits or will omit to
state any fact necessary, in light of the circumstances under which it was made,
in order to make the statements herein or therein not misleading in any material
respect.

     4.30     TRANSFER  OF  LFC  ENVIRONMENTAL, INC. ASSETS TO  COMPANY.     All
              ---------------------------------------------------------
assets, agreements  and  other  arrangements  formerly  held  or  owned  by  LFC
Environmental,  Inc.  used  for  purposes  of  operating  the Business have been
transferred  to  Company.

     4.31     MERGER  TAX  REPRESENTATIONS.
              -----------------------------

          (a)     The  Merger  will  qualify  as  a  statutory  merger under the
applicable  corporate  laws  of  the  state  of  Delaware;

          (b)     Company  will pay its respective expenses, if any, incurred in
connection  with  the  Merger.

          (c)     There  is  no  intercorporate  indebtedness  existing  between
Parent  and  Company  or  between  Merger  Sub  and Company that was issued, was
acquired,  or  will  be  settled  at  a  discount.

          (d)     Company is not an investment company  as  defined  in  Section
368(a)(2)(F)(iii)  and  (iv)  of  the  Code.

          (e)     The  fair  market value of the assets of Company will equal or
exceed  the  sum  of  the  liabilities assumed by Merger Sub, plus the amount of
liabilities,  if  any,  to  which  such  assets  of  Company  are  subject.

          (f)     Company is not under the jurisdiction of a court in a Title 11
or  similar  case  within  the  meaning  of  Section  368(a)(3)(A)  of the Code,


                                       32
<PAGE>
          (g)     Except  as otherwise set forth herein, no Seller is subject to
any  obligation  to  sell,  exchange,  transfer, or dispose of all or any of the
shares  of  Parent  Common Stock to be received in the Merger, and no Seller has
entered  into  any discussions or negotiations with regard to the possible sale,
exchange,  transfer,  or  disposition  of  all  or  any  of  such  shares,

          (h)     Neither  Company  nor any Seller intends to take a position on
any  Return  that  is  inconsistent  with  the  treatment  of  the  Merger  as a
reorganization  within  the  meaning  of  Section  368(a)  of  the  Code.

                                   ARTICLE V
                                   ----------

            REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
            -------------------------------------------------------

     Parent  and Merger Sub hereby represent and warrant, jointly and severally,
to  Company  and  Sellers  as  follows.

     5.01     ORGANIZATION.
              -------------

          (a)     Parent  is a corporation duly organized, validly existing, and
in  good  standing  under the laws of the state of its incorporation and has all
requisite  corporate power and authority to carry on and conduct its business as
it  is  now  being  conducted, to own or lease its properties and assets, and to
effect  the  transactions contemplated hereunder.   Parent is duly qualified and
in  good  standing  in each jurisdiction in which the conduct of the Business of
Company  or  the  ownership  of  its  properties and assets requires it to be so
qualified, except where the failure to be so qualified or in such good standing,
or  to  have  such  power  or  authority when taken together with all other such
failures,  is not reasonably likely to have a Parent Material Adverse Effect, As
used  in  this  Agreement,  the  term  "Parent  Material Adverse Effect" means a
                                       ---------------------------------
material  adverse  effect  on  the financial condition, properties, business, or
results  of operation of Parent and its subsidiaries taken as a whole; provided,
                                                                       ---------
however,  that,  when  determining  if  a  Parent  Material  Adverse  Effect has
--------
occurred,  the  parties  shall  not  consider any such effect resulting from any
change  (i)  in  law, rule, or regulation, GAAP, or interpretations thereof that
applies  to  both Parent and Company, or (ii) in economic or business conditions
generally  or  in  the cell tower management and environmental services industry
specifically.

          (b)     Merger  Sub is a corporation duly organized, validly existing,
and  in  good  standing under the laws of the state of its incorporation and has
all  requisite  corporate  power  and  authority  to  effect  the  transactions
contemplated  hereunder.  Merger  Sub  is duly qualified and in good standing in
each  jurisdiction  where the ownership or operation of its assets or properties
or  the  conduct  of  its  business  requires  such  qualification.

          (c)     Parent  has filed all forms, reports and documents required to
be  filed  by  it  with  the  SEC  pursuant to the reporting requirements of the
Exchange  Act during the twelve (12) months preceding the date of this Agreement
(the  "SEC  Reports"). As of their respective filing dates, Parent's SEC Reports
(a)  were  prepared in accordance with either the requirements of the Securities
Act  of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as
the  case  may  be,  and  the  rules  and  regulations  of  the  SEC promulgated
thereunder,  and  (b)  did not, to the knowledge of the officers responsible for
such  filings,  at  the  time  they  were  filed,  or,  if


                                       33
<PAGE>
amended,  as  of  the  date of such amendment, contain any untrue statement of a
material  fact or omit to state a material fact required to be stated therein or
necessary  in  order  to  make  the statements made therein, in the light of the
circumstances  under  which  they  were  made,  not  misleading  in any material
respect.

     5.02     CAPITALIZATION  OF  MERGER  SUB.   The authorized capital stock of
              --------------------------------
Merger Sub consists of 100 shares of common stock, par value $.01 per share, all
of  which  are validly issued and outstanding. All of the issued and outstanding
capital  stock  of  Merger  Sub  is, and at the Effective Time will be, owned by
Parent.  There  are (a) no other shares of capital stock or voting securities of
Merger Sub, (b) no securities of Merger Sub convertible into or exchangeable for
shares  of  capital stock or voting securities of Merger Sub, and (c) no options
or  other rights to acquire from Merger Sub, and no obligations of Merger Sub to
issue,  any  capital stock, voting securities, or securities convertible into or
exchangeable  for  capital  stock or voting securities of Merger Sub, Merger Sub
has not conducted any business prior to the date hereof and has no, and prior to
the  Effective  Time  will  have  no, assets, liabilities, or obligations of any
nature  other  than  those  incident  to  its  formation  and  pursuant  to this
Agreement,  the  Merger,  and  the  other  transactions  contemplated  by  this
Agreement.

     5.03     AUTHORIZATION.
              --------------

          (a)     Each  of  Parent  and  Merger  Sub  has  the right, power, and
capacity  to execute, deliver, and perform this Agreement and to consummate, the
transactions  contemplated  hereby.  The execution, delivery, and performance of
this  Agreement,  and  the consummation of the transactions contemplated hereby,
have  been  duly and validly authorized by all necessary corporate action on the
part  of  Parent  and  Merger  Sub.   This  Agreement  has been duly and validly
executed and delivered by Parent and Merger Sub and constitutes each of Parent's
and Merger Sub's legal, valid, and binding obligation, enforceable in accordance
with  its  terms.

          (b)     Prior  to  the  Effective  Time,  Parent  will  have taken all
necessary  action  to  permit  it to issue the number of shares of Parent Common
Stock  required  to be issued pursuant to Article II,   The stock portion of the
Aggregate Merger Consideration, when issued, will be validly issued, fully paid,
and  nonassessable,  and no stockholder of Parent will have any preemptive right
of  subscription  or  purchase  in  respect  thereof.

     5.04    NO CONFLICT. The execution and delivery of this Agreement by Parent
             -----------
and  Merger  Sub,  the consummation of the transactions contemplated herein, and
the  performance  of  the covenants and agreements of Parent and Merger Sub will
not,  with  or without the giving of notice or the lapse of time, or both:   (a)
violate  or conflict with any of the provisions of any charter document or bylaw
of  Parent  or  Merger  Sub;  (b) violate, conflict with, or result in breach or
default  under, result in the acceleration of any obligations or the creation of
a  lien, pledge, security interest, or other encumbrance on the assets of Parent
or  Merger Sub pursuant to, or cause termination of any term or condition of any
mortgage,  lease,  indenture, note, contract, license, permit, instrument, trust
document,  or  other agreement, arrangement, obligation, document, or instrument
to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any
of  their  respective  properties  may be bound; or (c) violate any provision of
law,  statute, rule, regulation, court order, judgment, decree, or ruling of any
governmental  authority,


                                       34
<PAGE>
to  which  Parent  or Merger Sub  is a party or by which Parent or Merger Sub or
their  respective  properties  may  be  bound.

     5.05     BROKERAGE.  No  broker,  agent, or finder has rendered services to
              ----------
Parent or Merger Sub in connection with the transactions contemplated under this
Agreement.

     5.06     PARENT  SHARES.    The  shares  of Parent Common Stock issuable to
              ---------------
Sellers  hereunder will, upon issuance, (a) be fully paid and nonassessable, and
(b)  be  free  and  clear  of  any and all liens, claims, charges, encumbrances,
options,  rights  of  refusal,  voting  proxies,  or  other  voting  agreements
whatsoever.

     5.07     MERGER  TAX  REPRESENTATIONS.
              -----------------------------

          (a)     Parent  has  no  plan  or  intention to redeem, repurchase, or
otherwise  reacquire  any of the Parent Common Stock to be issued as part of the
Merger.

          (b)     Prior  to  the  Closing,  Parent  or Merger Sub has not owned,
either  directly  or  indirectly,  any  capital  stock  of  Company.

          (c)     Merger  Sub  will acquire at least ninety percent (90%) of the
fair  market  value  of the net assets and at least seventy percent (70%) of the
fair  market  value of the gross assets held by Company immediately prior to the
Merger,

          (d)     After  the  Closing,  Merger  Sub  will  either  (i)  continue
Company's  historic  Business,  or  (ii)  use a significant portion of Company's
assets  in  a  business.

          (e)     As a result of the Merger, Parent will be in control of Merger
Sub  within  the  meaning  of  Section  368(c)  of  the  Code.

          (f)     Following  the  Merger,  Merger  Sub will not issue additional
shares of its capital stock that would result in Parent losing control of Merger
Sub  within  the  meaning  of  Section  368(c)  of  the  Code.

          (g)     Parent  has  no  plan or intention to liquidate Merger Sub; to
merge Merger Sub with and into another corporation; to sell or otherwise dispose
of  any  of  the  capital stock of Merger Sub; or to cause Merger Sub to sell or
otherwise dispose of any of the assets of Company acquired in the Merger, except
for  dispositions made in the Ordinary Course of Business or transfers described
in  Section  368(a)(2)(C)  of  the  Code.

          (h)     Parent  and  Merger Sub will pay their respective expenses, if
any,  incurred  in  connection  with  the  Merger.

          (i)     There  is  no  intercorporate  indebtedness  existing  between
Parent  and Company or between Merger Sub and Company that was issued, acquired,
or  will  be  settled  at  a  discount.

          (j)     Neither  Parent  nor  Merger  Sub  is an investment company as
defined  in  Section  368(a)(2)(F)(iii)  and  (iv)  of  the  Code.


                                       35
<PAGE>
          (k)     No  stock  of  Merger  Sub  will  be  issued  in  the  Merger.

                                   ARTICLE VI
                                  -----------

                                   COVENANTS
                                   ---------

     6.01     PRE-CLOSING  OPERATIONS  OF  COMPANY.  Company  and Sellers hereby
              -------------------------------------
covenant  and agree that, except as consented to in writing by Parent, after the
date  hereof  and  prior to the Effective Time, Company will operate and conduct
itself and any Subsidiary, and Sellers shall cause Company and any Subsidiary to
operate  and  conduct  itself, only in the Ordinary Course of Business. Pursuant
thereto  and  not in limitation of the foregoing (for purposes of the following,
the  word  "Company"  shall  be  deemed  to  include  any Subsidiary), except as
otherwise  expressly  contemplated  by this Agreement, after the date hereof and
prior  to  the  Effective  Time,  Company  shall:

          (a)     Use its commercially reasonable efforts to preserve intact the
goodwill  and  business organization of Company, keep the officers and employees
of  Company  available to Parent, and preserve the relationships and goodwill of
Company with customers, distributors, suppliers, employees, and other persons or
entities  having  Business  relations  with  Company;

          (b)     Maintain  its  existence and good standing in its jurisdiction
of  organization  and  in  each  jurisdiction  listed  on  SCHEDULE  4.01(A);
                                                           ------------------

          (c)     Duly  and  timely  file  or  cause to be filed all reports and
Returns  required  to  be filed with any Governmental Entity and promptly pay or
cause  to  be  paid  when  due all Taxes, assessments, and governmental charges,
including  interest  and  penalties levied or assessed, unless contested in good
faith  by  appropriate  proceedings;

          (d)     Maintain  in existing condition and repair  (ordinary wear and
tear  excepted),  consistent with past practices, all buildings, offices, shops,
and  other structures located on the Real Property, and all equipment, fixtures,
and  other  tangible  personal  property  located  on  the  Real  Property;

          (e)     Not  sell,  issue,  deliver, grant, or authorize the issuance,
delivery,  or  grant of any additional shares of its capital stock or securities
convertible  into  or  exchangeable for shares of its capital stock, or issue or
grant  any  right, option, or other commitment for the issuance of shares of its
capital  stock or of such securities, or split, combine or reclassify any shares
of  its  capital  stock;

          (f)     Not  amend  or  modify  its  charter  documents  or  bylaws;

          (g)     Not  declare  any  dividend,  pay or set aside for payment any
dividend  or  other distribution, or make any payment to any Seller, officer, or
director,  or  any  person  or  entity  with  whom  any such Seller, officer, or
director has any direct or indirect relation, other than the payment of salaries
in  the  Ordinary  Course  of  Business;


                                       36
<PAGE>
          (h)     Not  create any subsidiary, acquire any capital stock or other
equity  securities  of  any  corporation,  or  acquire  any  equity or ownership
interest  in  any  business  or  entity;

          (i)     Not  dispose  of or permit to lapse any ownership and/or right
to  the  use  of  any  patent,  trademark, trade name, service mark, license, or
copyright of Company (including any of the Intellectual Property), or dispose of
or  disclose  to  any  person  or  entity  any  trade  secret, formula, process,
technology,  or know-how of Company not heretofore a matter of public knowledge;

          (j)     Protect,  defend,  and  maintain  the ownership, validity, and
registration  of  the Intellectual Property, and not allow any of the registered
Intellectual  Property  to  be abandoned, forfeited, cancelled, expunged, and/or
dedicated  to  the  public;

          (k)     Not  (i) sell any asset of Company, other than in the Ordinary
Course of Business, (ii) create, incur or assume any indebtedness secured by the
assets  of  Company,  (iii) grant, create, incur, or suffer to exist any lien or
encumbrance on the assets of Company that did not exist on the date hereof, (iv)
incur  any liability or obligation (absolute, accrued, or contingent), except in
the  Ordinary  Course  of Business, (v) write off any guaranteed check, note, or
account  receivable,  except in the Ordinary Course of Business, (vi) write down
the  value  of  any  asset or investment (including any asset of Company) on the
books  or  records  of  Company, except for depreciation and amortization in the
Ordinary  Course of Business, (vii) cancel any debt or waive any claim or right,
(viii)  make  any  commitment  for  any  capital  expenditure  to  be made on or
following  the  date  hereof  in  excess  of  $1,000  in  the case of any single
expenditure  or  $5,000 in the case of all capital expenditures, (ix) enter into
any contract or commitment which cannot be cancelled by Company on notice of not
longer  than  30 days and without liability or penalty of any kind, or (x) enter
into  any  contract  or  commitment  which  imposes,  or purports to impose, any
obligations  or  restrictions  on  any  affiliate  of  Company;

          (l)     Not increase in any manner the compensation or fringe benefits
of,  or enter into any new bonus or incentive agreement or arrangement with, any
of  its  employees,  officers, directors, or consultants, except in the Ordinary
Course of Business, or hire any new employee or independent contractor having an
annual  income  in  excess  of $5,000; provided, however, that Company shall not
take  any  action  described  in  this  Section  6.01(1) with respect to (i) any
manager,  officer,  or  director of Company, or (ii) any person whose annualized
compensation  is  $50,000  or more or whose annual compensation for the 12-month
period  following  the  Closing  Date  is  expected  to  be  $50,000  or  more;

          (m)     Not  pay  or  agree  to pay any additional pension, retirement
allowance,  or  other employee benefit under any Employee Benefit Plan to any of
its  employees  or  consultants, whether past or present, except in the Ordinary
Course  of  Business;  provided, however, that Company shall not take any action
described  in  this Section 6.0l(m) with respect to (i) any manager, officer, or
director of Company, or (ii) any person whose annualized compensation is $50,000
or  more  or  whose  annual  compensation  for the 12-month period following the
Closing  Date  is  expected  to  be  $50,000  or  more;


                                       37
<PAGE>
          (n)     Except  as  required by applicable laws, not establish, adopt,
amend, or terminate any Employee Benefit Plan, or increase the benefits provided
under  any  Employee  Benefit Plan, or promise or commit to undertake any of the
foregoing in the  future, or pay any bonus or make any profit-sharing or similar
payment  to,  or  increase  the amount of the wages, salary, commissions, fringe
benefits, or other compensation or remuneration payable to, any of its executive
officers;

          (o)     Not  enter  into,  adopt,  or  amend any collective bargaining
agreement;

          (p)     Not  enter  into  any  employment  agreement (except for those
contemplated  under  this  Agreement);

          (q)     Not  settle  or compromise any legal proceedings related to or
in  connection  with  Company  or  its  Business;

          (r)     Maintain  supplies  and  inventory  at  levels that are in the
Ordinary  Course  of  Business;

          (s)     Continue  to  extend  customers  credit,  collect  accounts
receivable,  and  pay  accounts  payable and similar obligations in the Ordinary
Course  of  Business;

          (t)     Perform  in all material respects all of its obligations under
all  contracts  and commitments, and not default or suffer to exist any event or
condition that, with notice or lapse of time or both, could constitute a default
under  any  such  contracts or commitments (except those being contested in good
faith),  and  not  enter into, assume, or amend any contract or commitment other
than  in  the  Ordinary  Course  of  Business;

          (u)     Not  pay,  discharge,  or  satisfy  any  claim,  liability, or
obligation  (absolute,  contingent,  or  otherwise)  other  than  the  payment,
discharge,  or  satisfaction  in  the  Ordinary  Course  of  Business of claims,
liabilities,  and  obligations  reflected  or  reserved  against  in the Interim
Balance  Sheet  or  incurred  in  the  Ordinary  Course  of  Business;

          (v)     Not  increase  any  reserves  for  contingent  liabilities
(excluding  any  adjustment  to  bad  debt  reserves  in  the Ordinary Course of
Business);

          (w)     Maintain  in  full  force  and  effect and in the same amounts
policies  of  insurance  comparable  in  amount  and  scope of coverage to those
maintained  as  of  the  date  hereof  by  or  on  behalf  of  Company;

          (x)     Continue  to maintain its books and records in accordance with
GAAP  consistently  applied  and  on  a  basis  consistent  with  past practice;

          (y)     Continue  its cash management practices in the Ordinary Course
of  Business;  or

          (z)     Not  authorize,  or  commit  or  agree  to  take,  any  of the
foregoing  actions, which Company is required not to take without Parent's prior
written  consent.


                                       38
<PAGE>
In  connection  with  the  continued  operation  of  Company  during  the period
commencing  on  the  date  hereof  and  ending  on the Closing Date, Company and
Sellers  shall  confer in good faith on a regular and frequent basis with Parent
regarding  operational  matters and the general status of the ongoing operations
of  Company.  Company  and  Sellers  hereby acknowledge that Parent does not and
shall  not  waive  any  right  it  may have hereunder solely as a result of such
consultations.  Neither Company nor Sellers shall take any action that would, or
that  could  reasonably be expected to, result in any representation or warranty
of  Company  or  Sellers  set  forth  herein  becoming  untrue.

     6.02     ACCESS.   From  the  date  of  this  Agreement through the Closing
              -------
Date:   Company  shall  (a)  provide  Parent  and its designees (e.g., officers,
counsel, accountants, actuaries, and other authorized representatives) with such
information  as Parent or its designees may from time to time reasonably request
with respect to Company and the transactions contemplated by this Agreement; (b)
provide  Parent  and its designees access during regular business hours and upon
reasonable  notice  to  the  books,  records,  offices,  personnel,  counsel,
accountants,  and actuaries of Company, as Parent or its designees may from time
to time reasonably request; and (c) permit Parent and its designees to make such
inspections thereof as Parent may reasonably request. Any investigation shall be
conducted  in  such  a  manner  so  as  not  to  interfere unreasonably with the
operation  of  the  Business  of  Company.  No such investigation shall limit or
modify  in  any way Company's or Sellers' obligations with respect to any breach
of their representations, warranties, covenants, or agreements contained herein.

     6.03     INTERIM  FINANCIALS.  As  promptly  as  practicable following each
              --------------------
calendar  month  prior  to  the  Closing  Date,  Company shall deliver to Parent
periodic  financial  reports  in  the  form that it customarily prepares for its
internal  purposes concerning Company and, if available, unaudited statements of
the  financial  position  of  Company as of the last day of such calendar month,
along with statements of income and changes in the financial position of Company
for  the  calendar  month  then  ended.  Company  and Sellers covenant that such
interim statements (a)shall present fairly the financial condition of Company as
of  their  respective  dates and the related results of Company's operations for
the  respective  calendar month then ended, and (b) shall be prepared on a basis
consistent  with  prior  interim  periods.

     6.04     TRANSFER  TAXES.   All  sales or transfer taxes, including but not
              ----------------
limited  to,  stock  transfer  taxes,  document  recording  fees,  real property
transfer  taxes,  and  excise  taxes,  arising  out of or in connection with the
consummation  of  the transactions contemplated hereby shall be paid by Sellers.
The  parties  shall  cooperate  in  the preparation, execution and filing of all
returns, questionnaires, applications, and other documents regarding any of such
taxes  and  all  transfer,  recording,  registration, and other fees that become
payable  in  connection  with  the  transactions  contemplated  hereby  that are
required  or  permitted  to  be  filed  at  or  prior  to  the  Closing.

     6.05     PREPARATION  OF  SUPPORTING DOCUMENTS. In addition to such actions
              --------------------------------------
as  Company may otherwise be required to take under this Agreement or applicable
law  to  consummate  this  Agreement  and  the transactions contemplated hereby,
Company  and Sellers shall take such action, shall furnish such information, and
shall  prepare,  or  cooperate  in  preparing,  and  execute  and  deliver  such
certificates, agreements, and other instruments as Parent may reasonably request
from time to time, before, at, or, after the Closing, with respect to compliance
with  the  obligations  of  Parent,  Company, and Sellers in connection with the
transactions  contemplated


                                       39
<PAGE>
hereunder. To the extent any action requested by Parent after the Closing is not
contemplated  under  the  terms of this Agreement or its corresponding exhibits,
schedules,  or  other  attachments,  Parent  shall pay the Company's or Sellers*
reasonable  expenses  in  connection  therewith. Any information so furnished by
Company or Sellers shall be true, correct, and complete in all material respects
and shall not contain any untrue statement of a material fact or omit to state a
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading.

     6.06     NOTICES  OF  CERTAIN  EVENTS.   Company and Sellers shall promptly
              -----------------------------
notify  Parent  of:

          (a)     Any fact, condition, change, or event that, individually or in
the  aggregate,  results in any representation or warranty of Company or Sellers
hereunder  being  inaccurate  in  any  respect  as  of  the  date  of such fact,
condition, change, or event, had such representation or warranty been made as of
such  date;

          (b)     Any  fact,  condition,  change,  or  event  that  causes  or
constitutes  a  breach of any of the representations or warranties of Company or
Sellers  hereunder  made  as  of  the  date  hereof;

          (c)     Any  notice  or  other communication from any person or entity
alleging  that  the  consent  of  such person or entity is or may be required in
connection  with  the  transactions  contemplated  hereby;

          (d)     Any  notice or other communication from or to any Governmental
Entity  in  connection  with  the  transactions  contemplated  hereby;

          (e)     Any  action,  suit,  claim,  investigation,  or  proceeding
commenced  or,  to  Company's  knowledge,  threatened  against,  relating  to,
involving,  or  otherwise  affecting Company or its Business that, if pending on
the  date  hereof,  would  have been required to have been disclosed pursuant to
Section  4.13  or  that  relates  to  the  consummation  of  the  transactions
contemplated  hereby;  or

          (f)     (i) The damage or destruction by fire or other casualty of any
asset  of  Company or any part thereof, or (ii) any asset of Company or any part
thereof  becoming the subject of any proceeding (or, to the knowledge of Company
or  Sellers,  threatened  proceeding)  for  the  taking  thereof or of any right
relating  thereto by condemnation, eminent domain, or other similar governmental
action.

Company  and Sellers hereby acknowledge that Parent does not and shall not waive
any  right  it  may have hereunder solely as a result of such notifications, and
any  notification  given  pursuant  to  this Section 6.06 shall (A) not have any
effect  for  purposes of determining satisfaction of the conditions set forth in
Article IX of this Agreement, (B) be disregarded for purposes of determining the
obligations  of  Sellers  under  Article  X hereof, and (C) not in any way limit
Parent's  exercise  of  its  rights  hereunder.


                                       40
<PAGE>
     6.07     SUPPLEMENTS TO SCHEDULES. From time to  time  up  to  the  Closing
              ------------------------
Date,  Company  and  Sellers shall promptly supplement or amend the Schedules to
this  Agreement with respect to any matter (a) first existing or occurring after
the  date hereof which, if existing or occurring at or prior to such date, would
have been required to be set forth in any of the Schedules to this Agreement, or
(b)  that  is  necessary  to  correct  any information in such Schedules that is
inaccurate on account thereof. No supplement or amendment to the Schedules shall
have  any  effect for purposes of determining satisfaction of the conditions set
forth  in  Article  IX  of  this Agreement unless such supplement is accepted by
Parent  in writing in its sole discretion. Any information contained in any such
supplement  or  amendment  shall  be disregarded for purposes of determining the
obligations  of  Company  and  Sellers  under  Article  X  hereof.

     6.08     NOSOLICITATION  OF  TRANSACTIONS.   Neither  Company  nor  any  of
              ---------------------------------
Sellers  shall,  directly or indirectly, through any officer, director, manager,
or  agent of any of them or otherwise, initiate, solicit or encourage (including
by  way  of  furnishing  nonpublic  information  or  assistance),  or enter into
negotiations  of  any  type  for,  directly  or  indirectly,  or  enter  into  a
confidentiality  agreement,  letter  of  intent,  or  other  similar contract or
commitment  with  any person or entity other than Parent with respect to a sale,
of  all  or  any  substantial  portion  of  the  assets of Company, or a merger,
consolidation,  business  combination, sale of all or any substantial portion of
the  capital  stock  of  Company,  or  liquidation  or  similar  extraordinary
transaction  with  respect to Company.   Company and Sellers shall notify Parent
orally (within two business days) and in writing (as promptly as practicable) of
all  relevant terms of any inquiry or proposal by a third party to do any of the
foregoing  that  Company,  any  of Sellers, or any of their respective officers,
directors,  partners,  managers,  employees,  investment  bankers,  financial
advisors,  attorneys, accountants, or other representatives may receive relating
to  any  of  such  matters. In the event such inquiry or proposal is in writing,
Company  and  Sellers shall deliver to Parent a copy of such inquiry or proposal
together  with  such  written  notice.

     6.09     FILINGS,  OTHER  ACTIONS,  AND  NOTIFICATION.
              ---------------------------------------------

          (a)     Parent  and  Merger Sub and Company and its Subsidiaries shall
cooperate with each other and use their respective best efforts to take or cause
to  be  taken  all  actions,  and  do or cause to be done all things, necessary,
proper,  or  advisable  on  their  respective  parts  under  this  Agreement and
applicable  laws  to  consummate  and  make  effective  the Merger and the other
transactions  contemplated  by  this Agreement as soon as practicable, including
preparing  and filing as promptly as practicable all documentation to effect all
necessary  notices,  reports,  and  other  filings  and to obtain as promptly as
practicable  all consents, registrations, approvals, permits, and authorizations
necessary  or  advisable  to  be  obtained  from  any  third  party  and/or  any
Governmental  Entity  in  order  to  consummate  the  Merger or any of the other
transactions contemplated by this Agreement. Subject to applicable laws relating
to  the  exchange  of  information,  Parent  and Company shall have the right to
review in advance, and to the extent practicable each will consult the other on,
all  the  information  relating  to  Parent  and  Merger  Sub or Company and its
Subsidiaries,  as  the  case  may  be,  that  appear in any filing made with, or
written  materials  submitted to, any third party and/or any Governmental Entity
in  connection  with  the Merger and the other transactions contemplated by this
Agreement.  In  exercising the foregoing right, each of Parent and Company shall
act  reasonably  and  as  promptly  as  practicable.


                                       41
<PAGE>
          (b)     Parent  and  Company each shall keep the other apprised of the
status  of  matters  relating  to  completion  of  the transactions contemplated
hereby,  including promptly furnishing the other with copies of notices or other
communications  received  by  Parent  and  Merger  Sub  or  Company  and  its
Subsidiaries,  as  the case may be, from any third party and/or any Governmental
Entity  with  respect  to  the Merger and the other transactions contemplated by
this  Agreement.

     6.10     CONFIDENTIALITY.  Company and each Seller shall hold in confidence
              ----------------
at  all  times  following the date hereof all Confidential Information and shall
not  disclose,  publish, or make use of the Confidential Information at any time
following the date hereof without the prior written consent of Parent, except as
required  by  law  or court order. In the event that Company or Sellers shall be
required  (by  deposition, interrogatory, request for documents, subpoena, civil
investigate  demand,  or  similar  process)  to disclose any of the Confidential
Information,  Company  and  Sellers  shall  provide the Parent with prompt prior
written  notice  of  such requirement, and agree to furnish only that portion of
the  Confidential  Information  which  Company or Sellers are advised by written
opinion  of counsel is legally required, and Company and Sellers shall use their
best  efforts  to  obtain reliable assurance that confidential treatment will be
accorded  such  Confidential  Information. For purposes hereunder, "Confidential
                                                                    ------------
Information" shall mean  any  data  or  information  of Company (including trade
-----------
secrets) that is not generally known to the public or competitors regarding (for
example  and  including,  but  not limited to): (a) Business process models; (b)
proprietary  software; (c) research, development, products, services, marketing,
selling,  Business  plans,  budgets, unpublished financial statements, licenses,
prices,  costs,  contracts,  suppliers,  customers,  and customer lists; (d) the
identity,  skills,  and compensation of employees, contractors, and consultants;
(e)  specialized  training;  (f)  discoveries,  developments,  trade  secrets,
processes, formulas, data, lists, and all other works of authorship, mask works,
ideas,  concepts,  know-how,  designs, and techniques, whether or not any of the
foregoing  is  or  are  patentable,  copyrightable,  or  registrable  under  any
intellectual  property  laws or industrial property laws in the United States or
elsewhere;  and  (g)  such other information that may give Company a competitive
business  advantage  or  the  disclosure  of  which  could be detrimental to the
interests of Company and from all of the relevant circumstances could reasonably
be  assumed  by  any  person  or  entity  to  be confidential and proprietary to
Company.  Notwithstanding  the  foregoing,  no  data  or information constitutes
Confidential  Information  if  such data or information is publicly known and in
the  public  domain through means that do not involve a breach by Company or any
Seller  of  any  covenant  or  obligation  set  forth  in  this  Agreement.

     6.11     TAXATION.   Subject  to  Section  6.07, neither Parent nor Company
              ---------
shall  take  or  cause  to  be  taken  any  action,  whether before or after the
Effective  Time,  that  would disqualify the Merger as a "reorganization" within
the  meaning  of  Section  368(a)  of  the  Code,

     6.12     AFFILIATES. On or prior to the Closing Date, Company shall deliver
              -----------
to  Parent  a  list of the names and addresses of those persons and entities who
are,  in  the  opinion of Company, "affiliates" of Company within the meaning of
Rule  145  under  the  Securities  Act.    Company  shall provide to Parent such
information  and  documents  as  Parent shall reasonably request for purposes of
preparing  such  list. There shall be added to such list the name and address of
any  other  person or entity subsequently identified by either Parent or Company
as  a  person  or  entity  who may be deemed to be such an affiliate of Company;
provided,  however,  that  no  such  person


                                       42
<PAGE>
or  entity  identified  by  Parent  shall  be added to the list of affiliates of
Company  if  Parent  shall receive from Company an opinion of counsel reasonably
satisfactory  to  Parent to the effect that such person or entity is not such an
affiliate.  Company  shall  exercise  its best efforts to deliver or cause to be
delivered  to Parent, from each affiliate of Company identified in the foregoing
list  (as  the  same may be supplemented as aforesaid), a letter dated as of the
Closing  Date substantially in the form attached as EXHIBIT 6.12 (the "Affiliate
                                                    ------------       ---------
Letter").  The  certificates  representing  Parent Common Stock received by such
------
affiliates  shall  bear  a  customary legend regarding applicable Securities Act
restrictions  and  the  provisions  of  this  Section  6.12,

     6.13     PUBLICITY.   The  initial  press  release  shall  be a joint press
              ----------
release,  and  thereafter Parent and Sellers shall consult with each other prior
to  issuing  any press releases or otherwise making  public  announcements  with
respect  to  the  Merger  and  the  other  transactions  contemplated  by  this
Agreement  and  prior  to  making  any  filings  with any third party and/or any
Governmental  Entity  (including any national securities exchange or interdealer
quotation  service) with respect thereto, except as may be required by law or by
obligations  pursuant  to  any  listing  agreement with or rules of any national
securities  exchange  or  interdealer  quotation  service.

     6.14     BENEFITS.  Parent  agrees that during the period commencing on the
              ---------
Closing  Date  and  ending  on  the  first anniversary thereof, the employees of
Company  will continue to be provided with benefits under employee benefit plans
(other  than  plans  involving  the  issuance  of  Company  Shares) that are not
substantially  less  favorable in the aggregate than those currently provided by
Company  to such employees. To the extent disclosed in the Disclosure Schedules,
Parent  shall,  and shall cause the Surviving Corporation to, honor all employee
benefit  obligations  to current and former employees under the Employee Benefit
Plans  and  all  employee severance plans (or policies) in existence on the date
hereof  and  all  employment  or  severance  agreements entered into by Company,

     6.15     REGISTRATION  RIGHTS.
              ---------------------

          (a)  Registration.  On  or  prior  to  the 75th day after the Closing,
               -------------
Parent  shall  prepare  and  file  with the SEC a registration statement on Form
SB-2,  or  such  other  appropriate  form  for  which Parent is then eligible in
accordance  herewith  (the "Registration Statement"), covering the resale of the
                            ----------------------
Parent  Common Stock to be issued pursuant to this Agreement at the Closing (the
"Registrable  Securities")  to the extent then registrable pursuant to the rules
 -----------------------
and  regulations  of  the  SEC  for an offering to be made on a continuous basis
pursuant  to  Rule  415.  Only  one  Registration  Statement  shall  be required
hereunder.  To  the extent any of the Registrable Securities may not be included
on  the Registration Statement pursuant to the rules and regulations of the SEC,
as  determined  in  the  good  faith  judgment  of  Parent's  counsel, then such
Registrable  Securities shall not be included on such Registration Statement and
shall  be entitled to the registration rights described as "Piggyback Rights" in
Section  6.15(c)  below.  Parent  Common Stock issued pursuant to this Agreement
shall  cease  to  be Registrable Securities if sold or transferred by Sellers to
any  other  person  and,  in  any event, on and after such date when such Parent
Common  Stock  may  be  sold without volume restrictions pursuant to Rule 144(k)
under  the  Securities  Act  as  determined  by  counsel to Parent pursuant to a
written  opinion  letter  to  such  effect, addressed and acceptable to Parent's
transfer  agent  and  the  affected  Sellers,  Parent shall use its commercially
reasonable  efforts  to  cause  the  Registration  Statement


                                       43
<PAGE>
to  be declared effective under  the Securities Act as soon as practicable after
the  01ing  thereof,  but  in  any  event on or prior to the 180th day after the
Closing  Date.  Further, Parent shall use its commercially reasonable efforts to
keep the Registration Statement continuously effective under the Securities Act,
subject to Section 6.15(b) below, for a period of one year following the Closing
Date.

          (b)     Suspension  Rights.    Notwithstanding  anything herein to the
                  -------------------
contrary,  Parent  shall  have  the right to suspend the use of the Registration
Statement  for  a  period  not greater than 45 consecutive days and for not more
than  90  days in any 12-month period (the "Suspension Period"), if, in the good
                                            -----------------
faith  opinion  of  the  Board  of  Directors of Parent, after consultation with
counsel,  material, nonpublic information exists, including, without limitation,
the  proposed acquisition or divestiture of assets by Parent or the existence of
pending material corporate developments, the public disclosure of which would be
necessary  to  cause  the  Registration  Statement  to be materially true and to
contain no material misstatements or omissions, and in each such case, where, in
the  good-faith  opinion  of  the  Board of Directors of Parent, such disclosure
would be reasonably likely to have a material adverse effect on Parent or on the
proposed  transaction  or  Parent  requires  time  to  prepare  a post-effective
amendment  to  the  Registration  Statement  in  order to disclose such material
information,  Parent  shall  give  Sellers notice promptly upon knowledge that a
Suspension  Period (without indicating the nature of such Suspension Period) may
occur  and  prompt  written  notice  if a Suspension Period will occur, and such
notices  must  be  acknowledged in writing by Sellers.    During the pendency of
any Suspension Period, no holder of Parent Common Stock registered for resale on
such  Registration  Statement shall attempt any public resale of such securities
by  the  Registration  Statement.  Upon  the  conclusion of a Suspension Period,
Parent  shall  provide Sellers written notice that the Registration Statement is
again  available  for  use.

          (c)     Piggyback  Rights.  In  addition,  each  time  Parent  shall
                  ------------------
determine to file a registration statement under the Securities Act (excluding a
registration  on  Form S-4 or S-8, or successor forms thereto, or a registration
statement  on  Form  S-l  or  SB-2  covering solely an employee benefit plan) in
connection  with the proposed offer and sale for money of any of its securities,
either  for  its  own  account or on behalf of any other security holder, Parent
shall give prompt written notice of such determination to Sellers. Sellers shall
provide  a  written  request  to  Parent  if  they desire to participate in such
registration  (the  "Sellers  Notice"),  stating  the number of shares of Parent
                     ---------------
Common  Stock then constituting Registrable Securities to be registered, and the
Sellers  Notice  must  be  given within ten days after the receipt by Sellers of
Parent's  notice.  Upon  receipt  of  the  Sellers  Notice,  except as expressly
provided  otherwise  in  this  Section 6.15(c), Parent shall cause all shares of
Parent  Common  Stock  constituting Registrable Securities with respect to which
Sellers  have  requested  registration  to  be  included  in  such  registration
statement  and  registered under the Securities Act, all to the extent requisite
to permit the sale or other disposition by Sellers of the Parent Common Stock to
be  so  registered.  Parent  shall  have  the  right to withdraw and discontinue
registration  pursuant  to  this  Section 6.15(c) of the shares of Parent Common
Stock  if  at  any time prior to the Closing Date of the registration statement,
the  registration  of the securities to be registered on behalf of Parent or any
other  participating  security  holder  is  withdrawn  or  discontinued.  If the
registration  for  which  Parent  gives  written notice pursuant to this Section
6.15(c)  is  for  a  public  offering involving an underwriting, Parent shall so
advise  Sellers  as  a  part  of  its  written  notice. In such event, the right


                                       44
<PAGE>
of Sellers to registration pursuant to this Section 6.15(c) shall be conditioned
upon  Sellers'  participation  in  such  underwriting  as  selling  stockholders
(including  the execution and delivery of the applicable underwriting agreement)
and  the  inclusion  of  such  Sellers'  shares  of  Parent  Common Stock in the
underwriting  to  the  extent  provided  herein. Parent shall not be required to
include  any  of  the  shares  of  Parent  Common Stock constituting Registrable
Securities  in  any  registration  statement  to  the extent the public offering
involves  an underwriting and the managing underwriter thereof advises Parent in
writing  that  in  their  opinion  the  number  of shares of Parent Common Stock
requested  to  be included exceeds the number that can be sold in such offering,
at  a  price reasonably related to fair market value. To the extent the managing
underwriter  provides such advice and all securities other than securities to be
registered  pursuant  to  this Section 6.15(c) are to be registered on behalf of
Parent,  the  shares  of  Parent  Common  Stock  to be included pursuant to this
Section  6.15(c)  shall  be  reduced pro rata, taking into account the number of
shares requested to be registered by each Seller in relation to the total number
of shares to be registered. To the extent the managing underwriter provides such
advice and shares of Parent Common Stock are to be included in such registration
statement  on  behalf of other participating stockholders as well as pursuant to
this  Section  6.15(c), the shares to be included in such registration statement
shall  be  reduced,  first,  by  reducing  pro  rata  among  such  other selling
stockholders  the number of shares to be registered on their behalf, taking into
account  the  number  of shares requested to be registered by such other selling
stockholders  in  relation  to  the total number of shares to be registered and,
second,  reducing  pro  rata  the number of shares to be registered on behalf of
Seller  pursuant to this Section 6.15(c), unless the agreement giving such other
selling  stockholders  the right to participate in such registration was entered
into  prior  to the date of this Agreement and provides for a different priority
of  exclusion,  in  which event such other priority shall apply. Notwithstanding
anything  herein  to  the  contrary,  Parent  shall  not be required to register
Registrable  Securities  pursuant  to  this  Section 6.15(c) on any registration
statement  prepared  for  the  resale of securities where the right of the other
security holder to require such registration statement was contractually entered
into prior to the date of this Agreement, to the extent that such other security
holder  has  the  right  to  exclude  other  holders  of  securities  from  such
registration  statement.

          (d)     Procedure.  If  and  whenever  Parent  is  required  by  the
                  ----------
provisions  of  this  Section  6.15  to  effect  the  registration  of shares of
Registrable  Securities  under the Securities Act, Parent, at its expense and as
expeditiously  as possible, shall, in accordance with the Securities Act and all
applicable  rules  and regulations, prepare and file with the SEC a registration
statement  with  respect  to  such  securities.  Parent  shall  use commercially
reasonable  efforts  to  cause  such registration statement to become and remain
effective  to  the extent required hereby and, during such period, shall prepare
and  file  with  the  SEC  such  amendments and supplements to such registration
statement  and the prospectus contained therein as may be necessary to keep such
registration  statement effective and such registration statement and prospectus
accurate  and  complete,  subject  to  any Suspension Period pursuant to Section
6.15(b)  hereof.  Parent  shall  furnish  to  Sellers  participating  in  such
registration  and to the underwriters of securities being registered such number
of  copies  of  the  registration  statement  and  each amendment and supplement
thereto,  the  preliminary  prospectus,  the  final  prospectus,  and such other
documents  as  such  underwriters and holders may reasonably request in order to
facilitate  the  public  offering  of such securities. In addition, Parent shall
otherwise take such other actions as are necessary and appropriate to effect any
such  registration  in  compliance  with  all  provisions  of  the  Securities


                                       45
<PAGE>
Act  and  all  applicable  state securities laws, including, without limitation,
using  its  best  efforts  to register or qualify the securities covered by such
registration  statement  under  such  state  securities or Blue Sky laws of such
jurisdictions as reasonably necessary to effect the sale thereof, and such other
actions  as  Sellers shall reasonably request (provided that Parent shall not be
required  thereby  to  qualify  to  do business in such jurisdiction or consent,
generally,  to  the  service  of  process therein). Parent shall promptly inform
Sellers of any and all correspondence between Parent and the SEC with respect to
such registration. Parent shall pay all expenses of any registration pursuant to
this  Section  6.15;  provided, however, that if the offering in connection with
which  the  securities  are  registered is an underwritten public offering, each
Seller  shall  pay any commissions or brokerage fees applicable to the shares of
Parent  Common Stock registered on her or his behalf and in all events shall pay
the  fees  and  costs  of  her  or  his  counsel.

          (e)     Compliance.   Sellers covenant and agree that they will comply
                  -----------
with the prospectus delivery requirements of the Securities Act as applicable to
them  in  connection  with  sales  of  Registrable  Securities  pursuant  to  a
registration  statement  under  this  Section  6.15.

          (f)     Seller Information.  As a condition to the registration of any
                  -------------------
Registrable  Securities  under this Section 6.15, Parent may require each Seller
to  furnish  to  Parent  (i) a certified statement as to the number of shares of
Parent  Common Stock then beneficially owned by such Seller and, if requested by
the  SEC,  the  controlling  person  thereof, (ii) a description of any material
relationship between such Seller and Parent, its predecessors, or its affiliates
within  the  past three years, and (iii) such other information regarding Seller
as  is  required  for such registration by the rules and regulations of the SEC.

     6.16     RULE  144  EXEMPTIONS.  Parent  will  use  commercially reasonable
              ----------------------
efforts  to  file in a timely manner all reports required under the Exchange Act
in  order to afford Sellers the benefits of Rule 144. Parent will cooperate with
Sellers,  to  the  extent  required from time to time, to enable Sellers to sell
their shares of Parent Common Stock without registration, within the limitations
of  the  exemptions  provided  by  Rule  144.

     6.17     DISSOLUTION OF LFC ENVIRONMENTAL, INC.   Parent  shall  receive
              --------------------------------------
evidence  satisfactory  to  Parent  that Sellers have used their best efforts to
cause  LFC  Environmental,  Inc. to be dissolved as soon as practicably possible
following  Closing.

     6.18     BUSINESS  OPERATION.   During  the  period  following  the Closing
              --------------------
through April 30, 2011, Parent will (i) in connection with the management of the
Business,  employ  management  practices  substantially  consistent  with  the
management  practices  Parent employs with respect to its other businesses, (ii)
operate  the  Business  in  a commercially reasonable manner consistent with the
objective  of maximizing the long term return of the Business, and (iii) refrain
from  taking any action designed solely to prevent Sellers from having the right
to  receive  payments  under  Sections  2.03  and  2.04  of  this  Agreement.


                                       46
<PAGE>
                                  ARTICLE VII
                                  ------------

                     CONDITIONS TO EACH PARTY'S OBLIGATION
                   -----------------------------------------
                              TO EFFECT THE MERGER
                              --------------------

     The  respective obligation of each party to effect the Merger is subject to
the  satisfaction  (or  waiver) at or prior to the Effective Time of each of the
following  conditions:

     7.01     REGULATORY  CONSENTS.   Other  than  the  filings  provided for in
              ---------------------
Section  1.03, all notices, reports, and other filings required to be made prior
to  the  Effective Time by Parent and Merger Sub or Company and its Subsidiaries
with,  and  all  consents, registrations, approvals, permits, and authorizations
required  to be obtained prior to the Effective Time by Parent and Merger Sub or
Company  and  its  Subsidiaries from, any Governmental Entity in connection with
the  execution and delivery of this Agreement and the consummation of the Merger
and  the  other  transactions  contemplated  hereby  by  Parent, Merger Sub, and
Company  shall have been made or obtained (as the case may be), except where the
failure  to  make  or  to  obtain them is not, individually or in the aggregate,
reasonably  likely  to  have  a  Parent  Material Adverse Effect or to provide a
reasonable  basis to conclude that the parties hereto or any of their affiliates
or  respective  directors,  officers, agents, advisors, or other representatives
would  be  subject  to  the  risk  of  criminal or material financial liability.

     7.02     LITIGATION.     No  court  or  Governmental  Entity  of  competent
              -----------
jurisdiction  shall  have  enacted, issued, promulgated, enforced or entered any
statute, law, ordinance, rule, regulation, judgment, decree, injunction or other
order  (whether  temporary,  preliminary  or  permanent)  that  is in effect and
restrains,  enjoins  or  otherwise  prohibits  consummation of the Merger or the
other  transactions  contemplated  by  this  Agreement.

     7.03     STOCKHOLDER  APPROVAL.  This  Agreement  shall  have  been  duly
              ----------------------
approved  by the holders of the Company Shares and shall have been duly approved
by  the sole stockholder of Merger Sub in accordance with applicable law and the
certificate  of  incorporation  and  bylaws  of  each  such  corporation,

                                  ARTICLE VIII
                                 -------------

                CONDITIONS TO OBLIGATIONS OF COMPANY AND SELLERS
                ------------------------------------------------

     The  obligation  of  Company and Sellers to effect the Merger is subject to
the satisfaction (or waiver by Company and Sellers) at or prior to the Effective
Time  of  each  of  the  following  conditions.


                                       47
<PAGE>
     8.01     REPRESENTATIONS  AND  WARRANTIES TRUE AND CORRECT AT CLOSING DATE.
              ------------------------------------------------------------------
Each  of  Parent's  and Merger Sub's representations and warranties contained in
this  Agreement  that  are qualified by materiality shall be true and correct in
all  respects,  and  each  of  Parent's  and  Merger  Sub's  representations and
warranties  contained  in this Agreement that are not so qualified shall be true
and  correct  in  all  material  respects,  in  each case as of the date of this
Agreement  and  on and as of the Closing Date, with the same force and effect as
though made on and as of such date (except to the extent any such representation
or  warranty  expressly  speaks  as  of  an  earlier  date).

     8.02     PERFORMANCE OF OBLIGATIONS.    Each of Parent and Merger Sub shall
              ---------------------------
have  performed  and  complied  in  all  material  respects  with the respective
covenants  and  agreements  set forth herein to be performed or complied with by
each  of  them  on  or  before  the  Closing  Date.

     8.03     CERTIFICATE  OF  MERGER.  Merger  Sub  shall  have  executed  and
              ------------------------
delivered the Texas Certificate of Merger and the Delaware Certificate of Merger
in  accordance  with  Section  1.03  hereof.

     8.04     CERTIFICATES.  Parent  shall  have  delivered  to  Sellers:
              -------------

          (a)     Certificates of the Secretary or Assistant Secretary of Parent
(i)  attaching  and  certifying  copies  of the resolutions of Parent's Board of
Directors authorizing the execution, delivery, and performance of this Agreement
and  the  other  documents,  instruments,  and  certifications  required  or
contemplated hereby, (ii) certifying the name, title, and true signature of each
officer  of  Parent  executing  or  authorized to execute this Agreement and the
other  documents,  instruments,  and  certifications  required  or  contemplated
hereby, and (iii) attaching and certifying a true, correct, and complete copy of
the  bylaws  of  Parent.

          (b)     Copies of the certificate of incorporation of Parent certified
by  the  Secretary  of  State  of  the  jurisdiction of its incorporation and by
Parent's  Secretary  or Assistant Secretary, together with a certificate of good
standing  or  existence  as  may be available from the Secretary of State of its
jurisdiction  of  incorporation.

     8.05     ALL  OTHER  DOCUMENTS.  Parent shall have delivered to Company and
              ----------------------
Sellers  all  other  documents  to  be  entered  into by Parent pursuant to this
Agreement  at  or  prior  to  Closing.

                                   ARTICLE IX
                                  -----------

               CONDITIONS TO OBLIGATIONS OF PARENT AND MERGER SUB
               --------------------------------------------------

     The  obligations  of Parent and Merger Sub to effect the Merger are subject
to  the  satisfaction (or waiver by Parent) at or prior to the Effective Time of
each  of  the  following  conditions.

     9.01     REPRESENTATIONS  AND  WARRANTIES TRUE AND CORRECT AT CLOSING DATE.
              ------------------------------------------------------------------
Each  of  the representations and warranties of Company and Sellers contained in
this  Agreement  that  are qualified by materiality shall be true and correct in
all  respects, and each of Company's and Sellers' representations and warranties
contained  in this Agreement that are not so qualified shall be true and correct
in  all  material respects, in each case as of the date of this Agreement and on


                                       48
<PAGE>
and as of the Closing Date, with the same force and effect as though made on and
as  of  such  date  (except  to  the  extent any such representation or warranty
expressly  speaks  as  of  an  earlier  date),

     9.02     PERFORMANCE  OBLIGATIONS.    Company  and  Sellers  shall  have
              -------------------------
performed  and  complied  in  all  material  respects  with  the  covenants  and
agreements  set  forth  herein  to  be  performed or complied with by them on or
before  the  Closing  Date.

     9.03     NO MATERIAL  CHANGE. Between the date hereof and the Closing Date,
              -------------------
Company  shall  not have suffered any material adverse change, or any occurrence
reasonably  likely  to  result in a material adverse change (whether or not such
change is referred to or described in any Schedule), in its Business, prospects,
financial  condition,  working  capital, assets, liabilities (absolute, accrued,
contingent,  or  otherwise),  reserves,  or  operations.

     9.04     OTHER NECESSARY CONSENTS.    Company  shall  have  obtained  all
              -------------------------
consents  and  approvals required to be listed on SCHEDULE 4.05. With respect to
                                                  --------------
each  such  consent  or  approval,  Parent shall have received written evidence,
satisfactory to Parent, that such consent or approval has been duly and lawfully
filed,  given,  obtained,  or  taken  and  is  effective, valid, and subsisting.

     9.05     CERTIFICATE OF MERGER.   Company shall have executed and delivered
              ----------------------
the  Texas  Certificate  of  Merger  and  the  Delaware Certificate of Merger in
accordance  with  Section  1.03  hereof.

     9.06     NONCOMPETITION  AGREEMENT.  Each  Seller  and  Company  shall have
              --------------------------
executed and delivered to Parent a noncompetition agreement substantially in the
form  of  EXHIBIT  8.06.
          --------------

     9.07     EMPLOYMENT AGREEMENTS. Each employee of Company listed on SCHEDULE
              ----------------------                                    --------
8.07 shall  have  entered into an employment agreement with Parent substantially
----
in  the  form  of  EXHIBIT  8.07.
                   --------------

     9.08     RELEASE  OF  CERTAIN LIENS.    Parent shall have received evidence
              ---------------------------
reasonably  satisfactory  to Parent that all liens or encumbrances affecting any
asset  of  Company  have  been  released.

     9.09     PAYMENT  OF  INDEBTEDNESS.    Parent  shall have received evidence
              --------------------------
reasonably satisfactory to Parent that all indebtedness of Company has been paid
in  full,  as  otherwise  provided  for  herein.

     9.10     REQUEST  TO  TRANSFER  RADIOACTIVE  LICENSE.   Company and Sellers
              --------------------------------------------
shall  have delivered to Parent the Company's executed request to transfer Texas
Radioactive  Material  License  No.  L05970  to  the  Surviving  Corporation.

     9.11     FCC  APPLICATION  PASSWORD.    Company  and  Sellers  shall  have
              ---------------------------
delivered  to  Parent  the  Company's  FCC  application password for purposes of
filing  FCC  form  603  to  transfer control of private radio license WQDE746 to
Surviving  Corporation.

     9.12     CERTIFICATES.  Company and Sellers shall have delivered to Parent:
              -------------


                                       49
<PAGE>
          (a)     Certificates   of the   Secretary   or   Assistant   Secretary
of  Company  (i) attaching and certifying copies of the resolutions of Company's
Board  of  Directors  and shareholders, authorizing the execution, delivery, and
performance  of  this  Agreement  and  the  other  documents,  instruments,  and
certifications required or contemplated hereby, (ii) certifying the name, title,
and true signature of each officer of Company executing or authorized to execute
this Agreement and the other documents, instruments, and certifications required
or  contemplated hereby, and (iii) attaching and certifying a true, correct, and
complete  copy  of  the  bylaws  of  Company.

          (b)     Copies  of  the articles of incorporation of Company certified
by  the  Secretary  of  State  of  the  jurisdiction of its incorporation and by
Company's Secretary or Assistant Secretary, together with a certificates of good
standing  or  existence  as  may  be  available from the Secretaries of State of
Company's jurisdiction of incorporation or organization and every other state of
the United States in which the conduct of Company's Business or the ownership of
Company's  properties  and  assets  requires  it  to  be  so  qualified.

     9.13     OFFICER  AND DIRECTOR RESIGNATIONS.   Company shall have delivered
              -----------------------------------
to  Parent duly executed resignations, dated the Closing Date, of all members of
the  Boards of Directors and officers of Company and its Subsidiaries, effective
as  of  the  Closing  Date.

     9.14     AFFILIATE  LETTERS. Parent shall have received an Affiliate Letter
              -------------------
from each person identified as an affiliate of Company pursuant to Section 6,12.

     9.15     CASH AT CLOSING.  Parent shall have received evidence satisfactory
              ----------------
to  Parent  that  immediately  prior to the Closing, the Company has immediately
available  cash  in  an  amount  equal  to  or  exceeding  $75,000.

     9.16     ALL  OTHER  DOCUMENTS.   Parent  shall  have  received  all  other
              ----------------------
documents to be entered into by Company or Sellers pursuant to this Agreement at
or  prior  to  Closing.

                                   ARTICLE X
                                   ----------

                                INDEMNIFICATION
                                ---------------

     10.01     INDEMNIFICATION  OBLIGATIONS  OF SELLERS. The Sellers (other than
               -----------------------------------------
James  E.  Clark, Jr.) shall, jointly and severally, indemnify, defend, and hold
harmless  Parent and the Surviving Corporation, and their respective affiliates,
officers,  directors,  employees,  agents,  and  representatives, and the heirs,
executors,  successors,  and  assigns  of  any  of  the  foregoing  (the
"Parent-Indemnified  Parties"),  from,  against,  and  in respect of any and all
claims,  liabilities,  obligations, damages, losses, costs, expenses, penalties,
fines,  and  judgments  (at  equity  or at law, including statutory and common),
whenever  arising  or  incurred  (including amounts paid in settlement, costs of
investigation,  and reasonable attorneys' fees and expenses), to the extent they
arise  out  of  or  relate  to:

          (a)     Any obligation of Company under a contract or commitment which
is  to  be  performed  prior  to the Closing Date, or any breach by Company of a
contract  or  commitment  occurring  prior  to  the  Closing  Date;


                                       50
<PAGE>
          (b)     Any  third-party  claims  or  actions  relating  to  events or
circumstances  occurring  or  existing with respect to the ownership, operation,
and maintenance of Company and its Subsidiaries, its Business, and its assets on
or  prior to the Closing Date, except for liabilities of a type set forth on the
Interim  Balance  Sheet;

          (c)     Any  breach  or  inaccuracy  of any representation or warranty
made  by  Company  or  Sellers  in this Agreement or any documents or agreements
executed  and  delivered  by  Company  or  any  Seller  in  connection  with the
transactions contemplated by this Agreement (without regard to any qualification
or  exception  contained  in  such  representation  or  warranty  relating  to
materiality or material adverse effect), whether such representation or warranty
is  made  as  of  the  date  hereof  or  as  of  the  Closing  Date;  or

          (d)     Any  breach  of any covenant,  agreement,  or undertaking made
by  Company  or  Sellers  in  this  Agreement  or in any documents or agreements
executed  and  delivered  by  Company  or  any  Seller  in  connection  with the
transactions  contemplated  by  this  Agreement,

The  claims,  liabilities,  obligations,  losses,  damages,  costs,  expenses,
penalties,  fines,  and judgments of the Parent-Indemnified Parties described in
this  10.01  as  to  which  the  Parent-Indemnified  Parties  are  entitled  to
indemnification  are  collectively  referred  to  as  "Parent  Losses."

     10.02     INDEMNIFICATION OBLIGATIONS OF PARENT. Parent shall indemnify and
               --------------------------------------
hold  harmless  Sellers,  and  their  respective officers, directors, employees,
agents,  and  representatives, and the heirs, executors, successors, and assigns
of  any  of the foregoing (the "Seller-Indemnified Parties"), from, against, and
                                --------------------------
in  respect  of  any  and all claims, liabilities, obligations, losses, damages,
costs, expenses, penalties, fines, and judgments (at equity or at law, including
statutory  and  common), whenever arising or incurred (including amounts paid in
settlement,  costs  of  investigation,  and  reasonable  attorneys*  fees  and
expenses),  arising  out  of  or  relating  to:

          (a)     Any  obligation  of  Parent  or  Surviving Corporation under a
contract  or  commitment which is to be performed after the Closing Date, or any
breach  by Parent or Surviving Corporation of a contract or commitment occurring
after  the  Closing  Date;

          (b)     Any  third-party  claims  or  actions  relating  to  events or
circumstances  occurring  or  existing with respect to the ownership, operation,
and  maintenance  of Surviving Corporation after the Closing Date, including any
breach  of  a  contract in effect prior to the Closing, where such breach occurs
after  the  Closing;

          (c)     Any  breach  or  inaccuracy  of any representation or warranty
made  by  Parent or Merger Sub in this Agreement or in any document or agreement
executed  and  delivered  by  Parent  or  Merger  Sub  in  connection  with  the
transactions  contemplated  by  this  Agreement,  whether such representation or
warranty  is  made  as  of  the  date  hereof  or  as  of  the  Closing Date; or


                                       51
<PAGE>
          (d)  Any  breach  of  any  covenant, agreement, or undertaking made by
Parent  or Merger Sub in this Agreement or in any document or agreement executed
and  delivered  by  Parent  or  Merger  Sub  in connection with the transactions
contemplated  by  this  Agreement.

The  claims,  liabilities,  obligations,  losses,  damages,  costs,  expenses,
penalties,  fines  and  judgments of the Seller-Indemnified Parties described in
this  10.02  as  to  which  the  Seller-Indemnified  Parties  are  entitled  to
indemnification  are  collectively  referred  to  as  "Seller  Losses."

     10.03     INDEMNIFICATION  PROCEDURE.
               ---------------------------

          (a)     Promptly  following receipt by a Parent-Indemnified Party or a
Seller- Indemnified Party, as applicable (an "Indemnified Party") of notice by a
                                              -----------------
third  party  (including  any Governmental Entity) of any complaint, dispute, or
claim  or  the  commencement  of any audit, investigation, action, or proceeding
with  respect to which such Indemnified Party may be entitled to receive payment
from the other party for any Parent Losses or any Seller Losses (as the case may
be),  such  Indemnified Party shall notify Parent or Sellers, as the case may be
(the "Indemnifying Party"); provided, however, that the failure to so notify the
      ------------------    ------------------
Indemnifying Party shall relieve the Indemnifying Party from liability hereunder
with respect to such claim only if, and only to the extent that, such failure to
so  notify  the Indemnifying Party results in the forfeiture by the Indemnifying
Party  of rights and defenses otherwise available to the Indemnifying Party with
respect  to  such  claim.   The  Indemnifying  Party  shall have the right, upon
written  notice  delivered  to  the  Indemnified Party within 20 days thereafter
assuming full responsibility for any Parent Losses or Seller Losses (as the case
may  be)  resulting  from  such  audit, investigation, action, or proceeding, to
assume  the  defense  of  such  audit,  investigation,  action,  or  proceeding,
including  the  employment of counsel reasonably satisfactory to the Indemnified
Party  and  the  payment  of  the fees and disbursements of such counsel. In the
event,  however,  that  the  Indemnifying  Party declines or fails to assume the
defense of the audit, investigation, action, or proceeding on the terms provided
above  or to employ counsel reasonably satisfactory to the Indemnified Party, in
either  case  within  such  20-day  period, then any Parent Losses or any Seller
Losses  (as the case may be) shall include the reasonable fees and disbursements
of counsel for the Indemnified Party as incurred.   In any audit, investigation,
action,  or  proceeding for which indemnification is being sought hereunder, the
Indemnified  Party  or  the  Indemnifying  Party,  whichever is not assuming the
defense  of  such action, shall have the right to participate in such matter and
to retain its own counsel at such party's own expense. The Indemnifying Party or
the  Indemnified  Party  (as  the case may be) shall at all times use reasonable
efforts to keep the Indemnifying Party or Indemnified Party (as the case may be)
reasonably  apprised  of  the  status of any matter in which it is maintaining a
defense  and to cooperate in good faith with the other party with respect to the
defense  of  any  such  matter.

          (b)     No  Indemnified  Party  may  settle or compromise any claim or
consent  to  the  entry of any judgment with respect to which indemnification is
being  sought  hereunder  without  the prior written consent of the Indemnifying
Party,  unless  (i)  the  Indemnifying  Party  fails  to assume and maintain the
defense  of  such  claim  pursuant to Section 10,03(a), or (ii) such settlement,
compromise,  or  consent  includes  an unconditional release of the Indemnifying
Party  and its officers, directors, employees, and affiliates from all liability
arising  out  of  such  claim.  An Indemnifying Party may not, without the prior
written  consent  of  the  Indemnified  Party, settle or compromise any claim or
consent  to  the  entry  of  any  judgment  with  respect  to  which


                                       52
<PAGE>
indemnification  is  being  sought  hereunder  unless  (A)  such  settlement,
compromise,  or  consent  includes  an  unconditional release of the Indemnified
Party  and its officers, directors, employees, and affiliates from all liability
arising  out  of  such  claim,  (B)  does not contain any admission or statement
suggesting  any  wrongdoing or liability on behalf of the Indemnified Party, and
(C)  does  not contain any equitable order, judgment, or term that in any manner
affects,  restrains, or interferes with the business of the Indemnified Party or
any  of  the  Indemnified  Party's  affiliates.

          (c)     In  the  event  an Indemnified Party claims a right to payment
pursuant  hereto, such Indemnified Party shall send written notice of such claim
to  the  appropriate  Indemnifying  Party  (a "Notice of Claim"). Such Notice of
                                               ---------------
Claim  shall  specify  the  basis for such claim. The failure by any Indemnified
Party  so  to  notify  the Indemnifying party shall not relieve the Indemnifying
Party from any liability that it may have to such Indemnified Party with respect
to  any  claim  made pursuant to this Section 10.03(c), it being understood that
notices  for  claims in respect of a breach of a representation or warranty must
be  delivered  prior  to  the  expiration  of  the  survival  period  for  such
representation or warranty under 10.04. In the event the Indemnifying Party does
not  notify  the  Indemnified Party within 30 days following its receipt of such
notice  that  the  Indemnifying  Party disputes its liability to the Indemnified
Party  under  this  Article  X or the amount thereof, the claim specified by the
Indemnified  Party  in  such  Notice  of  Claim  shall  be conclusively deemed a
liability  of  the Indemnifying Party under this Article X, and the Indemnifying
Party  shall pay the amount of such liability to the Indemnified Party on demand
or,  in  the case of any notice in which the amount of the claim (or any portion
of the claim) is estimated, on such later date when the amount of such claim (or
such  portion  of  such  claim)  becomes  finally  determined.  In the event the
Indemnifying  Party has timely disputed its liability with respect to such claim
as  provided  above,  as  promptly  as  possible, such Indemnified Party and the
appropriate  Indemnifying  Party  shall  establish the merits and amount of such
claim  (by mutual agreement, litigation, arbitration, or otherwise), and, within
five business days following the final determination of the merits and amount of
such  claim,  the  Indemnifying  Party  shall  pay  to  the  Indemnified  Party
immediately  available  funds  in  an  amount  equal to such claim as determined
hereunder.

     10.04     SURVIVAL  PERIOD.  The  representations  and  warranties  of  the
               -----------------
parties  contained  herein  shall  not be extinguished by the Closing, but shall
survive  the  Closing  for,  and  all  claims  for indemnification in connection
therewith  shall  be asserted not later than, eighteen (18) months following the
Closing  Date;  provided,  however,  that  the  representations  and  warranties
                -------------------
contained  in  Section  3.01 (Power, Authority and Organization of the Sellers),
Section  3.03  (Ownership of the Company Shares), Section 4.02 (Organization and
Authorization),  Section  4.03  (Authorized and Outstanding Stock), Section 4.15
(Employee Benefits), Section 4.19 (Environmental Matters), and Section 4.27 (Tax
Matters)  (collectively,  the  "Surviving  Representations") shall survive until
                               -----------------------------
sixty  (60)  days  following  the  expiration  of  the  applicable  statute  of
limitations,  and  the  period  during  which a claim for indemnification may be
asserted  in connection therewith shall continue for a period of sixty (60) days
following the expiration of the applicable statute of limitations. The covenants
and  agreements  of the parties hereunder shall survive without limitation as to
time, and the period during which a claim for indemnification may be asserted in
connection therewith shall continue indefinitely. Notwithstanding the foregoing,
if,  prior  to the close of business on the last day a claim for indemnification
may  be  asserted  hereunder,  an


                                       53
<PAGE>
Indemnifying  Party  shall  have been properly notified of a claim for indemnity
hereunder  and such claim shall not have been finally resolved or disposed of at
such  date,  such  claim  shall continue to survive and shall remain a basis for
indemnity  hereunder  until  such  claim  is  finally resolved or disposed of in
accordance  with  the  terms  hereof.

     10.05     LIABILITY  LIMITS. Notwithstanding  anything  to the contrary set
              ------------------
forth  herein,  the  Parent-Indemnified  Parties  shall  not  make  a  claim
against  Company  and   Sellers   for indemnification under Section 10.01(c) for
Parent  Losses  unless  and  until  the  aggregate  amount of such Parent Losses
exceeds  $100,000  (the "Parent Basket"), in which event the Parent- Indemnified
                         -------------
Parties  may  claim  indemnification only to the extent the Parent Losses exceed
the  Parent  Basket;  provided, however, that the representations and warranties
                      --------- --------
contained  in Sections 3.03 (Ownership of Company Shares) and 4.27 (Tax Matters)
shall  not  be subject to the Parent Basket.   The total aggregate amount of the
liability  of Company and Sellers for Parent Losses with respect any claims made
pursuant  to Section 10.01(c) shall be limited to $5,000,000 (the "Parent Cap");
                                                                   ------ ---
provided,  however,  that the total aggregate amount of the liability of Company
---------  --------
and  Sellers  for Parent Losses arising out of fraud or willful misconduct shall
not  be  subject  to  any  limits.

     10.06     INVESTIGATIONS.   The  respective  representations and warranties
              ---------------
of  the parties contained in this Agreement or any certificate or other document
delivered  by  any  party  at  or  prior  to  the  Closing  and  the  rights  to
indemnification  set  forth in Article X shall not be deemed waived or otherwise
affected by any investigation made by a party.    Notwithstanding the foregoing,
Parent  shall  use its reasonable best efforts to promptly notify Sellers of any
questions or concerns that may arise regarding any representations or warranties
required  by this Agreement from Company or Sellers from information transferred
between  the  Parties  during  such  consultations;  provided, however, that any
failure  to provide such notice shall not affect any of Parent's or Merger Sub's
rights  hereunder.

     10.07    SETOFF. Parent shall be entitled to set off any amount or right to
              -------
which  Parent  may  be  entitled  pursuant to this Agreement against any amount,
right,  or  obligation  (including  the  obligation  to deliver shares of Parent
Common Stock) owed to Sellers under this Agreement or any agreement or documents
executed  and  delivered  by  a  Seller  in  connection  with  the  transactions
contemplated  by  this  Agreement.    However, if any setoff is determined to be
inappropriate,  Parent shall repay such sums to Sellers, with interest at a rate
equal  to  six  percent  (6%).

     10.08    EXCLUSIVE REMEDY. The indemnification provisions of this Article X
              -----------------
are  the sole and exclusive remedy for Parent and Merger Sub with respect to any
claimed  breach of this Agreement by Company or Sellers; provided, however, that
                                                         --------  -------
this  exclusive  remedy  for  damages does not preclude a party from bringing an
action  for specific performance or other equitable remedy to require a party to
perform  its obligations under this Agreement.   Notwithstanding anything to the
contrary  in  this Section 10.08, in the event of a fraudulent or willful breach
of  the representations, warranties, covenants or agreements contained herein by
the  Parent  or Sellers, any Indemnified Party shall have all remedies available
at  law  or  in  equity  (including  for  tort)  with  respect  thereto.


                                       54
<PAGE>
                                   ARTICLE XI
                                  -----------

                          TERMINATION PRIOR TO CLOSING
                          ----------------------------

     11.01     TERMINATION  OF  AGREEMENT.   This Agreement may be terminated at
               ---------------------------
any  time  prior  to  the  Closing:

          (a)     By  the  mutual  written  consent  of  Parent  and  Sellers.

          (b)     By  Sellers in writing, without liability, if Parent shall (i)
fail to perform in any material respect its agreements contained herein required
to  be  performed  by Parent on or prior to the Closing Date, or (ii) materially
breach  any  of  Parent's  representations,  warranties,  or covenants contained
herein,  which failure or breach is not cured within ten days after Sellers have
notified  Parent  of  their  intent to terminate this Agreement pursuant to this
subparagraph  (b).

          (c)     By  Parent in writing, without liability, if either Company or
any  of  Sellers  shall  (i)  fail  to  perform  in  any  material respect their
agreements  contained herein required to be performed by them on or prior to the
Closing  Date,  or  (ii)  materially  breach  any  of  their  representations,
warranties,  or covenants contained herein, which failure or breach is not cured
within  ten  days  after  Parent has notified Sellers of its intent to terminate
this  Agreement  pursuant  to  this  subparagraph  (c).

          (d)     By  either Parent or Sellers in writing, without liability, if
there  shall  be  any  order,  writ,  injunction,  or  decree  of  any  court or
governmental or regulatory agency binding on Parent, Merger Sub, Company, or any
Seller  which  prohibits or restrains Parent, Merger Sub, Company, or any Seller
from  consummating  the  transactions contemplated hereby, provided that Parent,
Merger  Sub,  Company,  and Sellers shall have used their reasonable, good-faith
efforts  to have any such order, writ, injunction, or decree lifted and the same
shall  not  have  been  lifted  within  30 days after entry by any such court or
governmental  or  regulatory  agency.

          (e)     By either Parent or Sellers, in writing, without liability, if
for  any  reason  the  Closing has not occurred by May 31, 2006, other than as a
result  of the breach of this Agreement by the party attempting to terminate the
Agreement;  provided,  however,  that the Parties shall have the right to extend
such  date  thirty (30) additional days if Parent's lenders request Parent to do
so,

     11.02     TERMINATION  OF  OBLIGATIONS.   Termination  of  this  Agreement
               -----------------------------
pursuant  to  this  Article  XI  shall  terminate all obligations of the parties
hereunder,  except  for  the  obligations under Sections 6.13 (Publicity), 12,01
(Entire  Agreement  and  Survival),  12,02  (Amendment), 12,03 (Parties Bound by
Agreement), 12.05 (Headings), 12.06 (Modification and Waiver), 12.07 (Expenses),
12.08  (Notices),  12.09 (Governing Law and Jurisdiction), 12.11 (No Third-Party
Beneficiaries),  12.12  ("Including"),  12.13  (Gender  and  Number),  12.14
(References),  12.15  (Severability),  and  12.19  (Enforcement),  and Article X
(Indemnification); provided, however, that termination pursuant to subparagraphs
                   --------  -------
(b),  (c),  or  (e)  of  Section  11.01 hereof shall not relieve a defaulting or
breaching  party  from  any  liability  to  the  other  party  hereto.


                                       55
<PAGE>
                                  ARTICLE XII
                                  ------------

                                 MISCELLANEOUS
                                 -------------

     12.01    ENTIRE  AGREEMENT  AND  SURVIVAL.  This  Agreement  (including the
              ---------------------------------
Schedules  and  Exhibits  which  are  incorporated  herein) constitutes the sole
understanding  of  the  parties  with  respect  to  the  subject  matter hereof;
provided,  however,  that  this  provision is not intended to abrogate any other
written  agreement  between  the  parties executed with or after this Agreement,

     12.02    AMENDMENT.     No  amendment,  modification  or  alteration of the
              ----------
terms  or provisions of this Agreement shall be binding unless the same shall be
in  writing  and  duly  executed  by  the  parties  hereto.

     12.03    PARTIES  BOUND  BY  AGREEMENT.  The  terms,  conditions,  and
              ------------------------------
obligations  of this Agreement shall inure to the benefit of and be binding upon
the  parties  hereto  and  the  respective  successors and assigns thereof. This
Agreement  shall  not  be assignable by operation of law or otherwise; provided,
however, that Parent may designate, by written notice to Company, another wholly
owned  direct subsidiary to be a Surviving Corporation in lieu of Merger Sub, in
which  event  all  references herein to Merger Sub shall be deemed references to
such  other  subsidiary,  except  that  all  representations and warranties made
herein  with  respect  to  Merger  Sub as of the date of this Agreement shall be
deemed representations and warranties made with respect to such other subsidiary
as  of  the  date  of  such  designation.

     12.04    COUNTERPARTS  AND  FACSIMILE.   This  Agreement may be executed in
              -----------------------------
multiple  counterparts,  each of which shall for all purposes be deemed to be an
original  and  all  of  which, when taken together, shall constitute one and the
same  instrument.   This  Agreement  may be executed and delivered by facsimile.

     12.05    HEADINGS.   The  headings  of  the Sections and paragraphs of this
              ---------
Agreement  are  inserted  for  convenience  only  and  shall  not  be  deemed to
constitute  part  of  this  Agreement  or  to  affect  the construction thereof.

     12.06    MODIFICATION  AND WAIVER.   Any of the terms or conditions of this
              -------------------------
Agreement may be waived in writing at any time by the party which is entitled to
the benefits thereof. No waiver of any of the provisions of this Agreement shall
be deemed to or shall constitute a waiver of any other provision hereof (whether
or  not  similar).

     12.07    EXPENSES.  Except  as  otherwise  provided herein, the Sellers and
              ---------
Parent  shall  each  pay  all costs and expenses incurred by each of them, or on
their  behalf  respectively,  in  connection  with  this  Agreement  and  the
transactions  contemplated  hereby,  including  fees  and  expenses of their own
financial consultants, accountants and counsel.    All such expenses incurred by
the  Company in connection with this Agreement and the transactions contemplated
hereby  shall  be  paid  by  the  Sellers  on  or  before  the  Closing  Date.
Notwithstanding  the  foregoing  or  anything contrary in this Agreement, Parent
shall  pay  Sellers'  expenses  in connection with the transactions contemplated
herein  up  to  a  maximum  amount  equal  to  $25,000.


                                       56
<PAGE>
     12.08     NOTICES.  Any  notice, request, instruction, or other document to
               --------
be  given  hereunder  by  any party hereto to any other party hereto shall be in
writing  and  delivered  personally, or sent by registered or certified mail, or
sent by overnight courier such as Federal Express or United States Express Mail,
postage  or  fees  prepaid,  to  the  party as set forth below, or at such other
address  for  a  party  as  shall  be  specified  by  like  notice:

<TABLE>
<CAPTION>
<S>       <C>                              <C>
          If to Sellers or, prior to the   L. FORD CLARK
          Closing Date, to Company, to:    17314 State Highway 249, Suite 230
                                           Houston, Texas 77064
                                           Telephone: (281) 807-1441
                                           Telecopier: (281) 807-4188


                                           MELYSA B. AUSTIN
                                           17314 State Highway 249, Suite 230
                                           Houston, Texas 77064
                                           Telephone: (281) 807-1441
                                           Telecopier: (281)807-4188

                                           JAMES E. CLARK, JR.
                                           17314 State Highway 249, Suite 230
                                           Houston, Texas 77064
                                           Telephone: (281) 807-1441
                                           Telecopier: (281)807-4188

                                           LFC, INC.
                                           17314 State Highway 249, Suite 230
                                           Houston, Texas 77064
                                           Telephone: (281) 807-1441
                                           Telecopier: (281) 807-4188
                                           Attention: L. Ford Clark, CEO

          With a copy to:                  Fritz, Byrne, Head & Harrison, LLP
                                           98 San Jacinto Boulevard, Suite 2000
                                           Austin, Texas 78701-4288
                                           Telephone: (512) 476-2020
                                           Telecopier: (512) 477-5267
                                           Attention: Bruce Perkins, Esq.

          If to Parent or Merger Sub, to:  CHARYS HOLDING COMPANY, INC.
                                           1117 Perimeter Center West, Suite N415
                                           Atlanta, Georgia 30338
                                           Telephone: (678) 443-2300
                                           Telecopier: (678) 443-2320
                                           Attention: Billy V. Ray, Jr., CEO
</TABLE>


                                       57
<PAGE>
<TABLE>
<CAPTION>
<S>       <C>                              <C>
          With a copy to:                  Paul, Hastings, Janofsky & Walker LLP
                                           600 Peachtree Street, N.E., Suite 2400
                                           Atlanta, Georgia 30308
                                           Telephone: (404)815-2202
                                           Telecopier: (404)815-2424
                                           Attention: Wayne Bradley, Esq.
</TABLE>

Any  notice which is delivered personally in the manner provided herein shall be
deemed  to  have been duly given to the party to whom it is directed upon actual
receipt by such party or the office of such party. Any notice which is addressed
and  transmitted in the manner herein provided shall be conclusively presumed to
have  been  duly  given  to  the  party to which it is addressed at the close of
business,  local time of the recipient, on the fourth business day after the day
it  is  placed  in the mail or delivered to an overnight courier service, or, if
earlier,  the  time  of  actual  receipt.

     12.09     GOVERNING  LAW  AND  JURISDICTION.    This  Agreement  shall  be
               ----------------------------------
construed  in accordance with and governed by the laws of the State of Delaware,
without giving effect to the principles of conflicts of law thereof. Each of the
parties  hereto  irrevocably  agrees  that  any  legal action or proceeding with
respect  to  this  Agreement  or  the  transactions  contemplated hereby, or for
recognition  and  enforcement  of any judgment in respect hereof, brought by the
other  party hereto or its successors or assigns shall be brought and determined
in  state or federal courts sitting in Fulton County, State of Georgia, and each
party  hereby  irrevocably  submits with regard to any such action or proceeding
for itself and in respect of its property, generally and unconditionally, to the
nonexclusive  jurisdiction  of  the aforesaid courts.   Each party hereto hereby
irrevocably  waives,  and  agrees  not  to  assert,  by way of a motion, or as a
defense, counterclaim, or otherwise, in any action or proceeding with respect to
this  Agreement:  (a)  any  claim  that  it  is  not  personally  subject to the
jurisdiction  of the above-named courts for any reason other than the failure to
lawfully serve process; (b) that it or its property is exempt or immune from the
jurisdiction  of  any  such  court  or  from any legal process commenced in such
courts  (whether  through  service  of  notice,  attachment  prior  to judgment,
attachment  in  aid  of  execution  of  judgment,  execution  of  judgment,  or
otherwise);  and (c) to the fullest extent permitted by applicable law, that (i)
the  suit, action, or proceeding in any such court is brought in an inconvenient
forum, (ii) the venue of such suit, action, or proceeding is improper, and (iii)
this  Agreement, or the subject matter hereof, may not be enforced in or by such
courts,

     12.10     COMPANY'S  AND  SELLERS'  KNOWLEDGE.   As  used herein, the terms
               ------------------------------------
"Company's  knowledge" and "to the knowledge of Company" with respect to Company
shall  mean  the  actual  knowledge  of any director, officer, or shareholder of
Company  or any of the individuals set forth on SCHEDULE 4.01 (D), and the terms
                                                ------------------
"Sellers'  knowledge"  and to "to the knowledge of the Seller" with respect to a
Seller  shall  mean  the  actual  knowledge  of  any  individual  Seller.

     12.11     NO THIRD-PARTY BENEFICIARIES.   With the exception of the parties
               ----------------------------
to  this  Agreement,  there  shall  exist  no  right  of  any  person to claim a
beneficial  interest in this Agreement or any rights occurring by virtue of this
Agreement.


                                       58
<PAGE>
     12.12     "INCLUDING."   Words of inclusion shall not be construed as terms
                ----------
of limitation herein, so that references to "included" matters shall be regarded
as  non-exclusive,  non-  characterizing  illustrations.

     12.13     GENDER  AND  NUMBER.  Where  the  context  requires, the use of a
               --------------------
pronoun  of one gender or the neuter is to be deemed to include a pronoun of the
appropriate  gender.  Singular words are to be deemed to include the plural, and
vice  versa.

     12.14     REFERENCES.    Whenever  reference  is  made in this Agreement to
               -----------
any  Article,  Section,  Schedule, or Exhibit, such reference shall be deemed to
apply  to  the  specified  Article or Section of this Agreement or the specified
Schedule  or  Exhibit  to  this  Agreement.    The  Schedules  and  Exhibits
referenced  in this  Agreement  are  attached  hereto,  are  hereby incorporated
into  this  Agreement, and are hereby made a part hereof as if set forth in full
in  this  Agreement.

     12.15     SEVERABILITY.    In  case  any  one  or  more  of  the provisions
               -------------
contained in this Agreement should be found by a court of competent jurisdiction
to be invalid, illegal, or unenforceable   in  any  respect  against  any  party
hereto,   such   invalidity,   illegality,   or  unenforceability  shall  only
apply  to  such  party in the specific jurisdiction where such judgment shall be
made, and the validity, legality, and enforceability of the remaining provisions
contained  herein  shall  not in any way be affected or impaired thereby, except
that this Agreement shall not be reformed in any way that will deny to any party
the  essential  benefits  of this Agreement, unless such party waives in writing
its  rights  to  such  benefits.

     12.16     FURTHER  ASSURANCES.   Each  of  the  parties  hereto  will  use
               --------------------
reasonably  good-faith  efforts  to  take  all  actions  and  to  do  all things
necessary,  proper,  or  advisable  following  the  Closing  to  consummate  and
effectuate  the  transactions  contemplated  by  this  Agreement.

     12.17     CURRENCY.  All  payments  hereunder  or  contemplated  by  this
               ---------
Agreement  shall  be  paid  in  United  States  currency.

     12.18     ORDINARY COURSE OF BUSINESS. "Ordinary Course of Business" means,
               ----------------------------  ---------------------------
with  respect  to  actions  and  operations  conducted  by  Company, actions and
operations that are (a) consistent with the past practices of Company, (b) taken
in  the ordinary course of the normal, day-to-day operations of Company, and (c)
not  required to be authorized by the Board of Directors or other governing body
of  Company.

     12.19     ENFORCEMENT.   The  parties  agree  that irreparable damage would
               ------------
occur  in  the  event  that  any  of  the  provisions of this Agreement were not
performed  in  accordance  with  their specified terms. It is accordingly agreed
that  the parties shall be entitled to specific performance of the terms hereof,
this  being in addition to any other remedy to which they are entitled at law or
in  equity.


                                       59
<PAGE>
     IN  WITNESS  WHEREOF,  each  of  the  parties  hereto has duly executed and
delivered  this  Agreement  as  of  the  date  first  above  written.

                                      PARENT;

                                      CHARYS  HOLDING  COMPANY,  INC.

                                      By: /s/ Billy V. Ray Jr.
                                         ----------------------------
                                               Name: Billy V. Ray Jr.
                                                    -----------------
                                               Title: CEO
                                                     ----------------

                                      MERGER  SUB:

                                      LFC  ACQUISITION  COMPANY,  INC.

                                      By: /s/ Billy V. Ray Jr.
                                         ----------------------------
                                               Name: Billy V. Ray Jr.
                                                    -----------------
                                               Title: CEO
                                                     ----------------

                                      COMPANY:

                                      LFC,  INC.

                                      By: /s/ L. Ford Clark
                                         ----------------------------
                                               Name: L. Ford Clark
                                                    -----------------
                                               Title: CEO
                                                     ----------------

                                      SELLERS:

                                      /s/ L. Ford Clark
                                      -------------------------------
                                      L. Ford Clark

                                      /s/ Melysa B. Austin
                                      -------------------------------
                                      Melysa B. Austin

                                      /s/ James E. Clark, Jr.
                                      -------------------------------
                                      James E. Clark, Jr.

                                      ***


                 SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER