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Exhibit 10.1


                            ASSET PURCHASE AGREEMENT

                                 by and between

                   NORTH COUNTRY ENVIRONMENTAL SERVICES, INC.,

                                       and

                          NCES EQUIPMENT COMPANY, INC.

                            collectively, as Seller,

                                       and

                              VERIDIUM CORPORATION,

                                       and

                             ENVIROSAFE CORPORATION,

                           collectively, as Purchaser,

                           Dated as of March 31, 2005

                                    V.3.30.05


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                            ASSET PURCHASE AGREEMENT

THIS AGREEMENT is made as of the 31st day of March, 2005
AMONG:

            VERIDIUM  CORPORATION,  a company formed pursuant to the laws of the
            State of Delaware and having an office for  business  located at 14B
            Jan Sebastian  Drive,  Sandwich,  Massachusetts  02563  (referred to
            herein individually as "Veridium" or together with EnviroSafe as the
            "Purchaser")

AND:

            ENVIROSAFE CORPORATION, a company formed pursuant to the laws of the
            State of Massachusetts  and having an office for business located at
            14B Jan Sebastian Drive, Sandwich,  Massachusetts 02563 (referred to
            herein individually as "EnviroSafe" or together with Veridium as the
            "Purchaser")

AND:

            NORTH  COUNTRY  ENVIRONMENTAL  SERVICES,   INC.,  a  company  formed
            pursuant  to the laws of the State of  Massachusetts  and  having an
            office for business located at 31 Granite Street,  Suite 8, Milford,
            Massachusetts (referred to herein individually as "NCES" or together
            with NCES Equipment as the "Seller")

AND:

            NCES EQUIPMENT COMPANY,  INC., a company formed pursuant to the laws
            of the State of  Massachusetts  and  having an office  for  business
            located  at 31  Granite  Street,  Suite  8,  Milford,  Massachusetts
            (referred to herein  individually  as "NCES  Equipment"  or together
            with NCES as the "Seller")

WHEREAS:

A.    The Purchaser is an environmental  services  provider  specializing in the
      recycling   and  reuse  of  industrial   hazardous   waste  that  provides
      transportation,  storage, disposal, remediation and recycling services for
      public and private sector clients;

B.    The Seller is engaged in the business of providing  environmental services
      through the operation of service centers in Sagamore Beach, Massachusetts,
      Milford, Massachusetts,  and Barre, Vermont (the "Business") incidental to
      which it has certain assets including but not limited to the following:

      (a)  Accounts   receivable,   inventories,   prepaid  expenses  and  other
miscellaneous assets;

      (b) Certain equipment and vehicles;

      (c) Certain computer equipment and fixtures, furniture and the like;

      (d) Certain telephone and facsimile numbers; and,

C.    The  Purchaser  desires to purchase and acquire and the Seller  desires to
      sell, convey, assign and transfer, or cause to be sold, conveyed, assigned
      and transferred, to the Purchaser, the Seller's Assets.

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

                                    ARTICLE I
                                   DEFINITIONS

      As used herein, the terms below shall have the following meanings:

      (a) "Accounts Receivable" has the meaning set forth in Section 2.1(a)(i).

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      (b)  "Affiliate"  of a Person  means any other  Person  that,  directly or
indirectly,  through one or more intermediaries,  controls, is controlled by, or
is under common control with, the first mentioned Person.

      (c) "Agreement" means this Asset Purchase Agreement.

      (d) "Assumed Liabilities" has the meaning set forth in Section 2.3.

      (e) "Balance Sheet" means the balance sheet of the Business.

      (f) "Business" has the meaning set forth in the Recitals.

      (g) "Closing" has the meaning set forth in Section 3.1.

      (h) "Closing Date" has the meaning set forth in Section 3.1.

      (i)   "Customer   Contracts"   has  the   meaning  set  forth  in  Section
2.1(b)(ii)(A).

      (j) "Excluded  Liabilities"  means any liabilities  and  obligations  with
respect to, arising out of or relating to, the  ownership,  possession or use of
the Seller's  Assets and the operation of the Business prior to the Closing Date
except those liabilities expressly assumed pursuant to Section 2.3 hereunder.

      (k) "Financial Statements" has the meaning set forth in Section 4.4.

      (l) "GAAP" means United States generally accepted accounting principles as
in effect from time to time.

      (m) "Governmental  Entity" means any federal,  state,  provincial,  local,
county  or  municipal   government,   governmental,   judicial,   regulatory  or
administrative  agency,   commission,   board,  bureau  or  other  authority  or
instrumentality, domestic or foreign.

      (n) "Person" means an individual, corporation,  partnership,  association,
limited liability company,  trust, joint venture,  unincorporated  organization,
other entity or group (as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended).

      (o) "Purchase Price" has the meaning set forth in Section 2.5

      (p) "Purchaser" has the meaning set forth in the Preamble.

      (q) "Seller" has the meaning set forth in the Preamble.

      (r) "Seller's Assets" has the meaning set forth in Section 2.1.

Section 1.2 Captions and Section Numbers

The headings and section  references in this  Agreement are for  convenience  of
reference  only and do not form a part of this Agreement and are not intended to
interpret,  define or limit the scope, extent or intent of this Agreement or any
provision thereof.

Section 1.3 Section References and Schedules

Any reference to a particular  "Article",  "section",  "paragraph",  "clause" or
other  subdivision  is to the  particular  Article,  section,  clause  or  other
subdivision  of this  Agreement  and any  reference to a Schedule by letter will
mean the appropriate  Schedule  attached to this Agreement and by such reference
the appropriate Schedule is incorporated into and made part of this Agreement

Section 1.4 Severability of Clauses

If any part of this  Agreement  other than Section 2.5 is declared or held to be
invalid  for any reason,  such  invalidity  will not affect the  validity of the
remainder  which will  continue in full force and effect and be  construed as if
this Agreement had been executed without the invalid  portion,  and it is hereby
declared  the  intention  of the  parties  that this  Agreement  would have been
executed  without  reference  to any  portion  which  may,  for any  reason,  be
hereafter declared or held to be invalid.

<PAGE>


                                   ARTICLE II
                           PURCHASE AND SALE OF ASSETS

Section 2.1 Acquired Assets

On the terms and subject to the conditions set forth in this  Agreement,  at the
Closing the Seller  shall sell,  assign,  transfer,  convey,  and deliver to the
Purchaser free and (where applicable) clear of all liens, claims,  interests and
encumbrances of any nature, and the Purchaser shall purchase and accept from the
Seller the assets of the Seller (the "Seller  Assets") as hereinafter  described
(collectively,  the  assets set forth in this  Section  2.1 are  referred  to as
"Seller's  Assets").   Any  liens  or  encumbrances  assumed  by  Purchaser  are
identified in Schedule 2.2:

      (a) all legal and  beneficial  right,  title,  and interest of the Seller,
whether prospective or actual, in and to the Seller Assets,  whether tangible or
intangible,  real, personal or mixed, wherever situated,  owned, held or used by
the  Seller or in which the  Seller has any  right,  title or  interest  that is
owned, directly or indirectly, leased or otherwise held primarily for use in the
Business and specifically including the following:

            (i) all  accounts  receivable  arising out of the  operation  of the
Business existing on the date hereof including, without limitation, those listed
or described on Schedule 2.1(a)(i),  or arising in the ordinary course under the
Customer Contracts after the date hereof (the "Accounts Receivable");

            (ii) all rights and incidents of interest of the Seller to:

                  (A) all of the  services  agreements  between the Seller and a
customer in any way relating to the Business (the "Customer Contracts") existing
on the date hereof or arising in the  ordinary  course after the date hereof and
listed or described on Schedule  2.1(a)(ii)(A)  (which Schedule will be provided
by Purchaser prior to the Closing Date);

                  (B) the  agreements,  contracts and  arrangements  between the
Seller and a vendor or other third party providing goods or services relating to
the Business listed on Schedule  2.1(a)(ii)(B)  (which Schedule will be provided
by the Purchaser prior to the Closing Date);

                  (C) all of the rights of the Seller regarding  confidentiality
and/or non-competition with respect to its current and former employees; and

            (iii) all equipment,  computers, furniture,  furnishings,  fixtures,
office supplies,  vehicles and all other tangible  personal  property  currently
owned by,  or on order to be  delivered  to,  the  Seller,  that are used in the
operation of the  Business or are located on, or to be  delivered  to, any owned
real property or premises subject to the real property leases (collectively, the
"Tangible  Personal  Property"),  including  without  limitation,  such  of  the
foregoing as are listed or described on Schedule 2.1(a)(iii);

            (iv) all trade names,  trademarks,  registered  copyrights,  service
marks, trademark registrations and applications,  service mark registrations and
applications,  copyright registrations and applications,  internet addresses and
other internet related assets used primarily in the operation of the Business as
are listed or described on Schedule 2.1(a)(iv) (the "Intellectual Property");

            (v)  all  rights  and  claims  under  all   contracts,   warranties,
representations and guarantees made by suppliers,  manufacturers and contractors
in  connection  with the Seller's  Assets and all rights and claims  relating to
Assumed Liabilities except those shown or described on Schedule 2.1(a)(v);

            (vi) all licenses,  permits,  authorizations and approvals issued to
the Seller by any Governmental Entity relating to the operation of the Business,
including without  limitation,  such of the foregoing as are listed or described
on Schedule 2.1(a)(vii);

            (vii) all surety bonds,  collateral bonds,  letters of credit,  cash
trusts,  cash  deposits  or the  proceeds  thereof for the  Financial  Assurance
requirements  or performance  bond  requirements,  whether or not required under
applicable Environmental Laws;

            (viii) all books and records of the Business;

      (x) all  inventories of supplies and spare parts of the Seller relating to
the operation of the Business;

            (xi) the  following  telephone  numbers:  (508)  634-9800  and (508)
634-8259 (facsimile) and those numbers listed on Schedule 2.1(a)(xi);

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            (xii) all goodwill primarily related to the Business; and,

            (xiii) to the extent assignable,  rights of indemnification from all
non-affiliated  third parties for liabilities  and  obligations  relating to the
Business or the Seller's Assets.

Section 2.2 Encumbrances

The sale and transfer of the Seller's Assets at the time of the Closing shall be
free and clear of all obligations,  security interests,  liens and encumbrances,
except as  identified  above and  described in Schedule 2.2 and other  schedules
attached hereto, or unless expressly assumed in writing by the Purchaser.

Section 2.3 Assumed Liabilities

On the terms and subject to the conditions set forth in this  Agreement,  at the
Closing,  the Purchaser shall assume from the Seller and thereafter pay, perform
or otherwise discharge in accordance with their terms all of the liabilities and
obligations  of the Seller with  respect to,  arising out of or relating to, the
ownership,  possession  or use of the Seller's  Assets and the  operation of the
Business other than the Excluded  Liabilities,  including without limitation the
following:

      (a) the  Wellesley  Co-operative  Bank  line  of  credit  facility  in the
approximate  amount of $355,000  (which  amount is to be paid off at the Closing
hereof);

      (b) certain  Seller  officer loans in the  approximate  amount of $178,000
(which amount is to be paid off at the Closing hereof); and,

      (c)  liabilities  and  obligations  with  respect  to,  arising  out of or
relating to, the  ownership,  possession  or use of the Seller's  Assets and the
operation of the Business  arising  after the Closing  Date, as well as accounts
payable, accruals for expected accounts payable, notes payable, accrued salaries
and  wages,  and  other  accrued  miscellaneous  expenses  associated  with  the
Business, as shown in Schedule 2.3.

Section 2.4 Excluded Liabilities

Notwithstanding anything to the contrary contained in this Agreement, and except
as set forth in  Section  2.3 above and as set  forth on  Schedule  2.3  hereto,
Purchaser  shall not assume or agree to pay,  perform or otherwise  discharge or
have  any  liability  whatsoever  for  any  Excluded  Liabilities  or any  other
liabilities,  obligations or expenses,  if any, of Seller  whatsoever other than
the Assumed  Liabilities.  Included in the foregoing,  without limitation of the
Excluded Liabilities, are the following:

      (a)  Purchaser  does not  assume or agree to pay,  satisfy,  discharge  or
perform, and shall not be deemed by virtue of the execution and delivery of this
Agreement or the conveyance of the Assets hereunder, or of any instrument, paper
or document  delivered by it pursuant to this  Agreement,  or as a result of the
consummation  of the  transactions  contemplated  by  this  Agreement,  to  have
assumed, or to have agreed to pay, satisfy, discharge or perform, any liability,
obligation or indebtedness of Seller (whether absolute,  accrued, or contingent,
whether filed or asserted prior to or after the Closing Date and whether arising
out of or in any way  connected  with  the  Assets  or  Business  of  Seller  or
otherwise  except  those set forth on  Schedule  2.3 or  included in Section 2.3
hereof) all of which,  Seller  agrees to pay,  satisfy,  discharge  and perform.
Without  limitation of the  foregoing,  the following  liabilities  shall not be
assumed by Purchaser:

            (i) any  obligation or liability of Seller to perform this Agreement
or  relating  to the breach of any  representation  or  warranty  made by Seller
hereunder;

            (ii) any  obligation  or  liability of Seller for  expenses,  taxes,
commissions,  fees  and  charges,  legal  costs  and  damages  incident  to  the
preparation  of  this  Agreement  or  the   consummation  of  the   transactions
contemplated hereby;

            (iii) any liability of Seller to its stockholders,  members,  equity
owners  or to its  creditors,  including  with  respect  to trade  creditors  or
landlords or lessors or disputes with  stockholders,  members,  equity owners or
any and all other accounts payable or liabilities  (except such specific amounts
as are expressly assumed by Purchaser and subject to Section 2.3 hereof);

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<PAGE>

            (v) any  liability  of Seller  with  respect to its  capital  stock,
membership  units,  or other  securities of Seller or any  warrants,  options or
rights to purchase its capital stock, membership units or other securities;

            (vi) any  liability  claimed as a result of any service  provided by
Seller,  or any  liability  for death,  personal  injuries  (including  libel or
slander),  property damages or incidental or  consequential  damages relating to
any act or  omission  alleged to have been taken by Seller  prior to the Closing
Date;

            (vii)  any   liability   for  claims  based  solely  upon   Seller's
negligence:

            (viii) any liability or obligation under any agreement  binding upon
Seller,  including,  without limitation,  any liability or obligation  resulting
from any breach or failure of Seller to perform or any alleged breach or failure
to perform prior to the Closing Date or any liability for  non-performance  with
respect to any  agreement  which  cannot be timely  performed  after the Closing
Date;

            (ix) any liability or obligation,  prior to the Closing Date,  under
any collective bargaining agreement with any labor union or liability for claims
thereunder including, without limitation, any liability for premature withdrawal
from any multi-employer plan.

            (x) any liability to employees or former  employees of Seller or any
of  their  respective  beneficiaries,  heirs  or  assignees,  including  (i) any
liabilities  arising  by virtue of any  collective  bargaining  relationship  or
agreement or pursuant to the  National  Labor  Relations  Act or any other labor
relations law or pursuant to any employment agreement,  (ii) any liabilities for
workers' compensation,  and (iii) any liabilities or obligations under any ERISA
Plan Compensation Commitment or any other agreements or understandings involving
employees of Seller;

            (xi) any liability to the Pension  Benefit  Guaranty  Corporation or
United States Department of Labor or any similar  organization,  whether arising
out of the  employment  by  Seller  of any  employees  or  former  employees  or
otherwise;

            (xii) any  liability  under any law  ordinance,  rule or  regulation
including,  without limitation,  antitrust, civil rights, health, safety, labor,
discrimination  and  environmental  laws,  ordinances,  rules  and  regulations,
including, without limitation, any environmental clean-up liability;

            (xiii) any liability arising out of or based upon any action,  suit,
claim, investigation,  consent decree, review or proceeding, at law or in equity
or before  any  Federal,  state,  municipal  or other  governmental  department,
commission,  board, bureau, agency or other instrumentality,  that exists now or
at the  Closing  or that  arises  after the  Closing  with  respect  to  matters
occurring at or prior to the Closing; and,

            (xiv) any liability under any  compensation  commitment of Seller or
any  liability in  connection  with the layoff,  termination  or other action or
inaction affecting  Sellers'  employees,  including,  but not limited to, claims
arising out of or related to  Seller's  obligations  under the Labor  Management
Relations  Act,  as  amended,  Title VII of the  Civil  Rights  Act of 1964,  as
amended,  all state fair employment  practice laws, ERISA, COBRA, any collective
bargaining agreement to which any Seller is a party, and any individual or other
collective contracts of employment.

Section 2.5       Purchase Price

In  consideration  for the Seller's  Assets,  the Purchaser  shall:  (a) pay off
Seller's line of credit facility with Wellesley Co-operative Bank at the Closing
by the sum of THREE HUNDRED  FIFTY-FIVE  THOUSAND DOLLARS  ($355,000) in cash by
wire transfer of immediately  available  funds; (b) pay off Seller's loan to Rob
Berger at the Closing by the sum of ONE HUNDRED  SEVENTY-EIGHT  THOUSAND DOLLARS
($178,000),  FIFTY  THOUSAND  DOLLARS  ($50,000) of such amount shall be paid in
cash  by  wire  transfer  of  immediately   available  funds,  and  ONE  HUNDRED
TWENTY-EIGHT THOUSAND DOLLARS ($128,000) of this amount shall be paid out of the
earnings before interest, taxes depreciation and amortization of the Business in
the form of cash or, at the sole option of Rob Berger, shares of Veridium common
stock, on or before the end of the sixth month after the Closing; and (c), issue
to Seller shares of Veridium common stock in the amount of SEVENTY-FIVE THOUSAND
DOLLARS ($75,000).

<PAGE>

                                   ARTICLE III
                                   THE CLOSING

Section 3.1       Closing

The  consummation  of the  transactions  contemplated  by  this  Agreement  (the
"Closing")  shall take place on or before  April 30,  2005 at (i) the offices of
Purchaser's  attorney or, (ii) if  requested  by the  Purchaser at least two (2)
business days prior to the Closing,  at the  Purchaser's  place of business (the
date of the Closing being herein referred to as the "Closing Date").

Section 3.2 Deliveries at Closing

      (a) At the Closing, the Seller shall deliver to the Purchaser:

            (i) duly  executed  instruments  or  other  evidence  sufficient  to
transfer to Purchaser Seller's Assets;

            (ii)  duly  executed  bills  of sale,  substantially  in the form of
Exhibit A attached hereto, transferring Seller's Assets to Purchaser;

            (iii) an employment agreement,  substantially in the form of Exhibit
B attached hereto, duly executed by Paul Connors;

            (iv)  Seller's  Assets  (as set forth on  Schedule  2.1),  by making
Seller's  Assets  available to  Purchaser  at their  locations as of the Closing
Date; and,

            (v) any documents or certificates  that are necessary to transfer to
Purchaser good,  clear and marketable title all of the Assets and assignments of
all Company Contracts, and (ii) all opinions, certificates and other instruments
and documents  required by the terms of this Agreement to be delivered by Seller
at or prior to Closing or otherwise required in connection with the Acquisition.

      (b) At the Closing, the Purchaser shall deliver to the Seller:

            (i) the cash  portion  of the  Purchase  Price by wire  transfer  in
immediately available funds paid directly to Wellesley Co-operative Bank and Rob
Berger in accordance with the Purchase Price provisions hereof;

            (ii)  Veridium  common stock in accordance  with the Purchase  Price
provisions hereof; and,

            (iii) all documents  required to be delivered by Purchaser to Seller
at or prior to the Closing Date in connection with this Agreement.

Section 3.3 Post-Closing Matters

Forthwith after the Closing,  the parties,  as the case may be, agree to use all
their best efforts to:

      (a) issue a news release reporting the Closing;

      (b) file a Form 8K with the Securities and Exchange Commission  disclosing
the terms of this  Agreement  within 4 days of the Closing and, not more than 60
days  following  the  filing  of the Form 8K,  file  and  amended  Form 8K which
includes  the  financial  statements  of Seller  as well as pro forma  financial
information  of Purchaser and Seller as required by Item 310 of Regulation SB as
promulgated by the Securities and Exchange Commission.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

Seller  represents and warrants that as of the date hereof and as of the Closing
Date, the following  representations shall be true and correct and in full force
and effect:

Section 4.1 Organization and Good Standing

North Country Environmental  Services,  Inc. and NCES Equipment Corporation each
is a  corporation  duly  organized  and validly  existing  under the laws of the
Commonwealth of Massachusetts  and has the corporate power and authority to own,
lease and operate the Assets used in the  Business  and to carry on the Business
as now being conducted.

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<PAGE>

Section 4.2 Authority, Approvals and Consents

Seller has the corporate power and authority to enter into this Agreement and to
perform their obligations hereunder. The execution,  delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby have
been duly  authorized  and validly  approved by the Board of Directors of Seller
and by their respective stockholders and no other corporate or other proceedings
on the part of Seller are necessary to authorize and approve this  Agreement and
the transactions  contemplated  hereby.  Seller hereby expressly represents that
they  have  fully  and  properly   complied   with  all  aspects  of  applicable
Massachusetts corporate law in entering into this Agreement and for consummating
the transactions  contemplated hereunder.  This Agreement has been duly executed
and  delivered  by, and  constitutes  a valid and binding  obligation of Seller,
enforceable against Seller in accordance with its terms.

Except  as set  forth or  referred  to  above on  Schedule  4.2(ii)  hereto,  no
authorization,  consent,  order, permit or approval of, or notice to, or filing,
registration or qualification with, any governmental, administrative or judicial
authority is  necessary to be obtained or made by Seller to enable  Purchaser to
continue  to conduct  the  Business  and use the Assets  after the  Closing in a
manner  which is in all  material  respects  consistent  with  that in which the
Business  is  presently  conducted  and as the  Assets are  currently  utilized.
Furthermore, no authorization,  consent, order, permit or approval of, or notice
to,  or  filing,   registration  or   qualification   with,  any   governmental,
administrative or judicial authority, creditor or other party is necessary to be
obtained  or has not been  obtained  by Seller  prior to Closing to  effectively
convey to Purchaser good, clear and marketable title to the Assets,  free of any
and all claims of any party with respect thereto (except as set forth in Section
4.4 herein below and provided in Schedule 4.2(ii)).

Section 4.3 Consents and Approvals

No  consent,   approval,  or  authorization  of,  or  declaration,   filing,  or
registration  with,  any  Governmental  Entity  will be  required  to be made or
obtained by Seller in connection with the execution,  delivery,  and performance
of this Agreement and the consummation of the transactions  contemplated hereby,
except as set forth on Schedule 4.2(ii) hereto.  Excluded from the foregoing are
any and all state or federal  environmental  regulatory  agency  requirements or
filings which shall be Purchaser's sole responsibility;  provided, however, that
Seller does hereby agree to provide reasonable cooperation to assist Purchaser's
satisfaction of such requirements.

Section 4.4 Financial Information

Schedule 4.4 contains an unaudited  Balance Sheet and income statement  prepared
by the finance and  accounting  staff of Seller for the  Business as of December
31, 2004,  with the  representation  that they have been  prepared in accordance
with GAAP (the  "Financial  Statements")  on a review (not audited)  basis (with
exception for footnotes,  summaries and statements of cash flows). The Financial
Statements were prepared by Sellers and have not been reviewed by an independent
certified public  accounting  firm.  Except as set forth on Schedule 4.4 hereto,
the Financial  Statements  are in  accordance  with the books and records of the
Seller and fairly and  accurately  present the  financial  position,  results of
operations,  stockholder's  equity  and cash flows of Seller as of the dates and
for the periods  indicated,  in each case in conformity with GAAP,  consistently
applied (with exception for footnotes,  summaries and statements of cash flows).
The statements of income included in the Financial Statements do not contain any
items of special or nonrecurring  income except as expressly  specified therein,
and the balance sheets  included in the Financial  Statements do not reflect any
write-up or revaluation  increasing the book value of any Assets.  The books and
accounts of Seller are complete and correct and fully and fairly  reflect all of
the  transactions  of Seller and are presently  located solely at the offices of
Seller and not at any other location.

Section 4.5 Title to Property/Assets

The Seller's Assets comprise all of the property and assets of the Business, and
no other  person,  firm or  corporation  owns any  assets  used by Seller or its
subsidiaries in operating the Business,  whether under a lease, rental agreement
or other  arrangement.  Except as set forth in Schedule 4.5 attached  hereto and
incorporated  herein by this reference  verbatim and at length,  the sale of the
Assets by Seller pursuant hereto will effectively convey to Purchaser all of the
Assets,  including all tangible and intangible  assets and properties of Seller,
as specified on Schedule 2.2. Seller has good, clear and marketable title to all
of the Assets and to all other properties  reflected on the Financial Statements
or acquired  after the date thereof  (other than  properties  and assets sold or

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<PAGE>

otherwise  disposed  of  after  the  date  thereof  in the  ordinary  course  of
business),  and each  such  Asset  is held  free  and  clear of (i) all  leases,
licenses and other  rights to occupy or use such  property and (ii) all Security
Interests,  rights  of  way,  easements,  restrictions,  exceptions,  variances,
reservations,  covenants  or other  title  defects or  limitations  of any kind,
except  (with  respect to all such  properties)  those set forth on Schedule 4.5
hereto,  none of which has a Material  Adverse  Effect on such  property  or its
present or contemplated use in the Business.  All Equipment is in good operating
and working condition for its continued use as it has been used in the Business.

Section 4.6 Absence of Material Adverse Change; Conduct of Business

Since December 31, 2004,  there has been no Material Adverse Effect and there is
no condition,  development  or  contingency  of any kind existing or in prospect
which,  so far as  reasonably  can be foreseen  at this time,  may result in any
Material  Adverse  Effect to the  Business  or which would  violate  Section 6.1
hereof.  With the  exception  of  transactions  listed on  Schedule  4.6,  since
December 31, 2004:

      (a) Seller has not sold or transferred any assets that are material to the
Business other than in the ordinary course of business;

      (b) the has been no labor dispute,  strike, union organizational  activity
allegation or other  similar  occurrence  which might  reasonably be expected to
materially and adversely affect the Business; and

      (c) Seller has not taken any  actions  which  would  adversely  effect the
Financial  Statements  or any  Company  Agreements  and  has  not  obtained  any
information relative to the Financial Statements or any Company Agreements which
has not been disclosed to Purchaser.

Section 4.7 No Undisclosed Liabilities

Seller  has not  incurred  any  liabilities  or  obligations  that would both be
required  to be  reflected  or  provided  for in a  Balance  Sheet  prepared  in
accordance  with the  policies,  procedures  and  methods  used to  prepare  the
Financial Statements.

Section 4.8 No Violations

Except as set forth in Schedule  4.2(ii),  Neither the execution,  delivery,  or
performance of this Agreement by Seller,  nor the  consummation by Seller of the
transactions  contemplated  hereby,  nor  compliance  by Seller  with any of the
provisions  hereof  will  (a)  conflict  with or  result  in any  breach  of any
provisions of the  certificate  of  incorporation  or bylaws of the Seller,  (b)
result in a violation,  or breach of, or constitute  (with or without due notice
or  lapse  of  time) a  default  (or  give  rise to any  right  of  termination,
cancellation,   vesting,   payment,   exercise,   acceleration,   suspension  or
revocation)  under any of the terms,  conditions  or provisions of any contract,
agreement  or  arrangement  that is included as an Asset or any  material  note,
bond, mortgage, deed of trust, security interest,  indenture, license, contract,
agreement,  plan or other instrument or obligation to which Seller is a party or
by which  the  properties  or Assets  related  to the  Business  may be bound or
affected or (c) violate any order, writ,  injunction,  decree,  statute, rule or
regulation applicable to Seller or the Assets, except in the case of clauses (b)
or  (c)  for  violations,  breaches,  defaults,   terminations,   cancellations,
accelerations, creations, impositions, suspensions or revocations that would not
be reasonably likely to have a Material Adverse Effect.

Section 4.9       Absence of Litigation/Legal Matters

Except as set forth on Schedule 4.9 attached hereto and  incorporated  herein by
this  reference  verbatim and at length (said Schedule 4.9 having been presented
to Purchaser and its counsel in final form well prior to Closing),  (i) there is
no  claim,  action,  suit,  litigation,   investigation,   inquiry,  review,  or
proceeding  pending  against,  or, to the Best  Knowledge of Seller,  threatened
against or  affecting,  Seller in regard,  including,  but not  limited  to, the
Business or the Assets,  before or by any court,  arbitrator,  panel,  agency or
other  governmental,  administrative  or judicial entity in the United States of
America or elsewhere,  and (ii) Seller is not subject to any  judgment,  decree,
writ,  injunction  or  order of any  governmental,  administrative  or  judicial
authority in the United States of America or elsewhere. To the Best Knowledge of
Seller,  the  Business  is being  conducted  in full  compliance  with all laws,
ordinances,  codes, rules, regulations,  standards,  judgments,  decrees, writs,
rulings,  injunctions,  orders  and  other  requirements  of  all  governmental,
administrative or judicial entities in the United States of America or elsewhere
(collectively,  "Legal Requirements") applicable to the Business and the Assets.
Seller holds all licenses,  franchises,  permits,  registrations,  certificates,
consents,  approvals, rights or authorizations (collectively "Permits") required
by all  applicable  Legal  Requirements,  (iii) Seller owns or holds all Permits
material to the conduct of the  Business  and (iv) no event has  occurred and is
continuing which permits, or after notice or lapse of time or both would permit,
any  modification  or  termination  of any  Permit  or  violation  of any  Legal
Requirement.  Seller (A) has not received any notice asserting any noncompliance
with any  Legal  Requirements  or  Permit,  or (B) is not  subject  to any Legal
Requirements  or Permit  which if enforced  against or  complied  with by Seller
would  have  a  Material  Adverse  Effect  on  the  Business.  No  governmental,
administrative  or  judicial  authority  has given  notice of any  intention  to
initiate any investigation, inquiry or review involving Seller or the Business.

                                       5
<PAGE>

Section 4.10      Labor Relations

Seller has paid or made  provision  for the payment of all  salaries and accrued
wages and has  complied in all  respects  with all  applicable  laws,  rules and
regulations  relating to the  employment of labor,  including  those relating to
wages,  hours,  collective  bargaining and the payment and withholding of taxes,
and has withheld and paid to the appropriate government authority, or is holding
for  payment  not yet due to such  authority,  all  amounts  required  by law or
agreement to be withhold from the wages or salaries of its employees,  as any of
such relates to the  Business.  If  applicable,  Seller has filed all  necessary
documents  and obtained  all  necessary  approval in  connection  with  claiming
Targeted Job Credits under  Section 51 of the Internal  Revenue Code of 1986, as
amended  (the  "Code"),  and true and  complete  copies of all  written  Company
Agreements  relating to the  participation by Seller in any targeted job program
have  heretofore  been made  available or delivered to  Purchaser.  There are no
controversies  pending or threatened between Seller and any labor union or other
collective  bargaining  unit  representing  any  employees  of  Seller  or other
employees of Seller.  Except as set forth on Schedule R hereto,  (i) no union or
other  collective  bargaining unit has been certified or recognized by Seller as
representing  any of their employees and (ii) during the past ten (1) years, (A)
no  strike,  work  stoppage,  slowdown  or  similar  labor  disruption  has been
recommended by any labor union or collective  bargaining unit  representing  any
employees of Seller;  (B) nor has the  membership of such union or unit voted on
any call for a strike, work stoppage,  slowdown or similar labor disruption; (C)
nor has any strike, work stoppage, slowdown or similar labor disruption occurred
with respect to such employees and (D) no lawsuit,  claim or other proceeding or
cause of action has occurred  between the Seller and any employee  which has not
been set forth on Schedule 10.

Section 4.11 Employment

Set forth on  Schedule  4.11  attached  hereto and  incorporated  herein by this
reference  verbatim and at length is a true and complete  list  (relating to the
Business) of:

      (a) each stock purchase,  option, stock ownership,  deferred compensation,
performance, bonus, incentive, expense reimbursement, vacation pay, holiday pay,
insurance,   severance,   retirement,  excess  benefit  or  other  plan,  trust,
arrangement or standard policy with respect to the Seller's  employees,  whether
written or oral,  which Seller  maintains or to which Seller is required to make
contributions;

      (b)  each  other  agreement,  arrangement,  commitment,  understanding  or
dispute  of any  kind,  whether  written  or oral,  with any  current  or former
employee or associate of Seller pursuant to which payments may be required to be
made at any time following the date hereof (including,  without limitation,  any
employment, deferred compensation,  severance, supplemental pension, termination
or consulting agreement or other arrangement);

True  and  complete  copies  of all  of  the  written  plans,  arrangements  and
agreements  referred to on Schedule 4.11 ("Compensation  Commitments"),  and all
employee or  employment  policy  manuals  relating to  employees  of Seller have
heretofore been delivered to Purchaser  together with,  where prepared by or for
Seller, any valuation, actuarial or other financial reports with respect to each
Compensation  Commitment  for the last five (5) years.  An accurate and complete
written summary has been provided to Purchaser with respect to any  Compensation
Commitment which is unwritten.

      (c) Each Compensation Commitment:

            (i) has been operated,  since its inception,  in accordance with its
terms;

            (ii) is not currently  under  investigation,  audit or review by the
Internal Revenue Service and/or the United States  Department of Labor,  and, to
the  Best  Knowledge  of  Seller,  no  such  action  is  contemplated  or  under
consideration;

            (iii) has no  liability  for any  federal,  state,  local or foreign
taxes;

            (iv) has no  claims  subject  to  dispute  or  litigation  except as
disclosed on Schedule Q hereof;

<PAGE>

            (v) has met all  material  applicable  requirements,  if any, of the
Code; and

            (vi) has operated  since its inception in material  compliance  with
the reporting and disclosure  requirements  imposed under any Legal Requirements
and the Code.

Section 4.12 Taxes

Seller,  and for any period during all or part of which the tax liability of any
other  corporation  or  other  entity  was  determined  to be on a  combined  or
consolidated basis with Seller,  such other corporation or other entity (as such
relates to the  Business),  have  timely  filed all  federal,  state,  local and
foreign tax returns,  information reports and declarations  required to be filed
(or have  obtained  or timely  applied  for an  extension  with  respect to such
filing(s) and have  disclosed same to Purchaser) and have paid, or made adequate
provision  for the  payment  of,  all Taxes  (as  defined  below)  which are due
pursuant to said returns or pursuant to an  assessment(s)  received by Seller or
any such other  corporation  or entity.  As used herein,  "Taxes" shall mean all
taxes, fees, levies or other assessments including,  but not limited to, income,
excise, property, sales, use, franchise, foreign,  withholding,  Social Security
and unemployment taxes imposed by the United States, any state, county, local or
foreign  government  or any agency or  subdivision  thereof or taxing  authority
therein, and any interest, penalties or additions to tax relating to such taxes,
charges, fees, levies or other assessments.

Section 4.13 Inventories and Deferred Services

The values at which Seller's  inventories and deferred  services to be performed
are carried on the Financial  Statements reflect the normal inventory  valuation
and contract valuation policies of Seller and such values are in conformity with
GAAP, consistently applied.

Section 4.14 Insurance

All of  Seller's  Assets  utilized  in the  Business  which are of an  insurable
character  are insured by Seller  against loss or damage by fire and other risks
to the extent  and in the  manner  customary  for  companies  engaged in similar
businesses or owning similar assets.  Set forth on Schedule 4.14 attached hereto
and  incorporated  herein by this reference  verbatim and at length is a list of
all  policies  for such  insurance  and  Seller  previously  have  furnished  to
Purchaser true and complete  copies of all such policies.  All such policies are
in full force and effect and Seller  represent  that they have not  received any
notification of cancellation or claim with respect thereto.

Section 4.15 Binding Nature

This  Agreement  shall be, when duly executed and delivered,  a legally  binding
obligation of the Seller enforceable in accordance with its terms.

Section 4.16 Non-Merger and Survival

The  representations  and warranties of Seller  contained herein will be true at
and as of Closing in all material  respects as though such  representations  and
warranties  were made as of such time.  Notwithstanding  the  completion  of the
transactions  contemplated  hereby, the waiver of any condition contained herein
(unless such waiver expressly  releases a party from any such  representation or
warranty)  or any  investigation  made by  Purchaser,  the  representations  and
warranties of Seller shall survive the Closing.

                                    ARTICLE V
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Purchaser  represents  and  warrants  that as of the date  hereof  and as of the
Closing  Date,  the following  representations  shall be true and correct and in
full force and effect:

Section 5.1 Organization and Good Standing

Veridium and EnviroSafe are corporations duly organized, validly existing and in
good  standing  under  the laws of the  State  of  Delaware  and  Massachusetts,
respectively, and have the corporate power and authority to operate and to carry
on its  business  as now being  conducted.  Purchaser  is duly  qualified  to do
business and is in good standing as a foreign  corporation in each  jurisdiction
where qualification as a foreign corporation or otherwise is required to conduct
the Business.

<PAGE>

Section 5.2 Authority, Approvals and Consents

Purchaser has the corporate power and authority to enter into this Agreement and
to perform their obligations hereunder. The execution,  delivery and performance
of this Agreement and the consummation of the transactions  contemplated  hereby
have been duly  authorized  and validly  approved by the Board of  Directors  of
Purchaser and by their  respective  stockholders and no other corporate or other
proceedings on the part of Purchaser are necessary to authorize and approve this
Agreement and the transactions  contemplated hereby.  Purchaser hereby expressly
represents  that they have  fully and  properly  complied  with all  aspects  of
applicable  Delaware and Massachusetts,  as relevant,  corporate law in entering
into  this  Agreement  and  for  consummating   the  transactions   contemplated
hereunder.  This  Agreement  has  been  duly  executed  and  delivered  by,  and
constitutes a valid and binding  obligation of  Purchaser,  enforceable  against
Purchaser in accordance with its terms.

Section 5.3 Consents and Approvals

No  consent,   approval,  or  authorization  of,  or  declaration,   filing,  or
registration  with,  any  Governmental  Entity  will be  required  to be made or
obtained  by  Purchaser  in  connection  with  the  execution,   delivery,   and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated hereby.

Section 5.4 Binding Nature

This  Agreement  shall be, when duly executed and delivered,  a legally  binding
obligation of the Seller enforceable in accordance with its terms.

Section 5.5 Non-Merger and Survival

The representations and warranties of Purchaser contained herein will be true at
and as of Closing in all material  respects as though such  representations  and
warranties  were made as of such time.  Notwithstanding  the  completion  of the
transactions  contemplated  hereby, the waiver of any condition contained herein
(unless such waiver expressly  releases a party from any such  representation or
warranty)  or  any  investigation  made  by  Seller,  the   representations  and
warranties of Purchaser shall survive the Closing.

Section 5.6 Indemnity

Purchaser  agrees to indemnify and save harmless Seller from and against any and
all  claims,  demands,  actions,  suits,  proceedings,  assessments,  judgments,
damages, costs, losses and expenses, including any payment made in good faith in
settlement  of any claim  (subject to the right of  Purchaser to defend any such
claim),  resulting from the breach by it of any  representation or warranty made
under this  Agreement  or from any  misrepresentation  in or  omission  from any
certificate  or other  instrument  furnished  or to be furnished by Purchaser to
Seller hereunder.

                                   ARTICLE VI
                                    COVENANTS

Section 6.1 Conduct of Business by the Seller Pending the Closing.

The Seller  hereby  covenants,  represents  and warrants to the  Purchaser  that
pending  completion of the Closing unless  otherwise agreed to in writing by the
Purchaser:

      (a) the Seller shall not engage in any sale,  enter into any  transaction,
contract or commitment,  incur liability or obligation or make any  disbursement
not in the ordinary course of the Business,  including,  without limitation, the
payment,  of any kind and in any amount, to the Seller's  shareholders (or their
affiliates),  and the  declaration  and/or payment of any  dividends,  purchase,
redemption or other distributions with respect to the Seller's capital stock;

      (b) the Seller shall carry and continue in force through the Closing,  all
existing insurance  coverages  including without limitation to theft,  liability
and other  insurance  as set forth in Schedule  6.1(b).  For any loss  occurring
between the date of this  Agreement and the Closing Date, the parties rights and
liabilities thereunder shall be determined as follows:

            (i) Casualty Prior to Closing. The risk of any loss,  destruction or
other damage,  other than ordinary wear and tear,  between the date of execution
hereof and the completion of the Closing, shall be solely that of the Seller. If
before the completion of the Closing, any of the Seller's machinery or equipment
which is the subject of this Agreement is damaged by fire, casualty or any other
cause:  (A) if the  replacement or repair cost is $10,000 or more, the Purchaser
may either:  (x) terminate this Agreement  without liability or (y) complete the
Closing  hereunder in which event the Purchaser shall be entitled to a credit to
the  insurance  proceeds  arising with  respect to such damage,  and (B) if such
replacement  or  repair  cost,  as the case may be, is less  than  $10,000,  the
Purchaser  shall be  obligated to complete  the Closing  hereunder  and shall be
entitled to the insurance proceeds arising with respect to such damage.

<PAGE>

      (c) the Seller shall not amend,  modify or terminate any agreement related
to the  Business  to  which  it is a party  except  in the  ordinary  course  of
business;

      (d) the Seller  shall use its best  efforts to preserve  the  Business and
maintain  all of its  equipment  and  records in good order and keeping the same
available  for the  Purchaser  and further to  preserve  for the  Purchaser  the
goodwill of suppliers,  customers and others having business  relationships with
the Seller; and,

      (e) the Seller shall give the Purchaser  prompt notice of all events prior
to Closing which may materially relate to any term of this Agreement.

Section 6.2 Access and Information

The  Seller  shall  afford to the  Purchaser  and to the  Purchaser's  financial
advisors, legal counsel, accountants,  consultants,  financing sources and other
authorized  representatives  reasonable  access  during  normal  business  hours
throughout  the  period  prior  to  the  Closing  Date  to the  books,  records,
properties  and  personnel  of the  Seller,  the  Selling  Subsidiaries  and the
Transferred Subsidiaries relating to the Business and, during such period, shall
furnish  reasonably  promptly to the Purchaser such information as the Purchaser
reasonably may request.  All such  information  disclosed to the Purchaser shall
remain subject to the Confidentiality Agreement. Without limitation of the other
provisions  of this Section  6.2,  the Seller shall permit the  Purchaser or its
consultant,  in accordance with a mutually acceptable  confidentiality agreement
entered  into by the  Purchaser,  the Seller and, if relevant,  the  Purchaser's
consultant,  to migrate any data  concerning  the Business  which the  Purchaser
shall  deem  appropriate  onto  a  server  maintained  by the  Purchaser  or its
consultant but using the Purchaser's  software  programs.  It is the Purchaser's
intent that if the Closing  shall  occur,  the  Purchaser  shall have  immediate
access to such  migrated  data in order to operate the  Business and comply with
the  Purchaser's  reporting  obligations  for  the  combined  operations  of the
Purchaser  and the Business  under  applicable  securities  laws. If the Closing
shall not occur,  such  consultant  shall  destroy all of such  migrated data in
compliance with such confidentiality agreement.

Section 6.3 Additional Matters

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

Section 6.4 Additional Financial Information

On or prior to the Closing  Date,  the  Purchaser  shall have  received from the
Seller the Financial  Statements as of December 31, 2004, December 31, 2003, and
December 31, 2002. The Seller will provide the Purchaser with monthly  Financial
Statements  and income  statements  for the Business as prepared in the ordinary
course and consistent with past practice by the finance and accounting  staff of
the Business for each month after  December 2004 until the Closing for which the
Seller has closed the accounting  books of the Business,  which statements shall
be delivered within forty-five (45) days after each such closing.

Section 6.5 Indemnification

The Parties shall indemnify each other as set forth below:

            (i) Seller shall  indemnify and hold harmless  Purchaser and each of
its  affiliates or other  related  entities from and against any and all losses,
damages, liabilities and claims (including legal fees and costs) arising out of,
based upon or resulting  from any  inaccuracy as of the date hereof or as of the
Closing Date of any  representation or warranty of Seller which are contained in
or made  pursuant to this  Agreement or any breach by Seller of any  obligations
contained in or made pursuant to this Agreement  including,  without limitation,
with respect to all liabilities, commitments and obligations of Seller.

            (ii) Purchaser shall indemnify and hold harmless Seller from any and
all  losses,  damages,  liabilities  and claims  arising  out of,  based upon or
resulting from any inaccuracy as of the date hereof or as of the Closing Date of
any  representation  or  warranty of  Purchaser  which is  contained  in or made
pursuant to this Agreement or any breach by Purchaser of any of its  obligations
contained in or made pursuant to this Agreement.

<PAGE>

            (iii)  As a  material  inducement  to  Purchaser  entering  into and
consummating the transaction contemplated hereunder, Seller does hereby agree to
hold  Purchaser  completely  free and harmless and indemnify  Purchaser from and
against any and all claims which Seller has or may have against any stockholder,
member,  director,  officer, agent or other Person related to Seller whatsoever.
Purchaser  shall have no obligation  whatsoever to participate in any litigation
or other action between Seller and any stockholder,  member, director,  officer,
agent or  other  Person  related  to  Seller,  and if  Purchaser  is  forced  to
participate in any such action,  Seller shall be solely  responsible for any and
all costs  incurred by Purchaser in  connection  therewith,  including,  without
limitation,  all economic  costs incurred by Purchaser and payment of reasonable
attorneys fees and costs.

                                   ARTICLE VII
                              CONDITIONS PRECEDENT

Section 7.1 Conditions Precedent in Favor of the Seller

The  obligation  of Seller  to  effect  the  transactions  contemplated  by this
Agreement  shall be  subject  to the  satisfaction  or waiver at or prior to the
Closing Date of the following additional conditions:

      (a) the  Purchaser  shall have  performed  in all  material  respects  its
obligations under this Agreement required to be performed by the Purchaser at or
prior to the Closing Date; and,

      (b) each of the  representations and warranties of the Purchaser contained
in this Agreement shall be true and correct as of the Closing Date as if made at
and as of such  date,  except  where  the  failure  of such  representation  and
warranty to be true and correct would not have a material  adverse effect on the
Purchaser or the transactions contemplated by this Agreement.

The conditions  precedent set out in this section are inserted for the exclusive
benefit  of Seller and any such  condition  may be waived in whole or in part by
Seller at or prior to the Closing by delivering to Purchaser a written waiver to
that effect signed by Seller. In the event that the conditions precedent set out
in this  section are not  satisfied  on or before the  Closing,  Seller shall be
released from all obligations under this Agreement.

Section 7.2 Conditions Precedent in Favor of the Purchaser

The obligation of the Purchaser to effect the transactions  contemplated by this
Agreement  shall be  subject  to the  satisfaction  or waiver at or prior to the
Closing Date of the following additional conditions:

      (a)  the  Seller  shall  have  performed  in  all  material  respects  its
obligations  under this  Agreement  required to be performed by the Seller at or
prior to the Closing Date;

      (b) each of the  representations and warranties of the Seller contained in
this  Agreement  shall be true and correct as of the Closing  Date as if made at
and as of such date;

      (c) the  Purchaser  and Paul  Connors  shall have  entered into a mutually
satisfactory employment agreement (attached hereto as Exhibit B);

      (d) the  successful  completion  by the  Purchaser  of that  level  of due
diligence the Purchaser deems reasonably required;

      (g) the  Seller's  Assets  are fee and clear of all  perfected,  filed and
recorded liens, charges and encumbrances except those noted in Schedule 2.2. The
instruments of assignment,  transfer and bill of sale of Seller's  Assets to the
Purchaser  will comply in all respects with the terms of this  Agreement and are
sufficient  to  vest in the  Purchaser  all of the  Seller's  right,  title  and
interest in respect to all of the Seller's Assets being sold and/or  transferred
hereunder; and,

      (h) Opinion of Sellers' Counsel.  Purchaser shall have been furnished with
the opinion of Hermes,  Netburn,  O'Connor & Spearing,  P.C.  attorneys  at law,
counsel for Seller,  dated the Closing Date, in form and substance  satisfactory
to Purchaser and Purchasers'  counsel, as to the following (i) the good standing
and  authority of Seller to carry on the Business and own the Assets,  (ii) that
all appropriate  corporate or business entity actions  necessary to complete the
transactions  contemplated  hereunder  have been taken,  (iii)  Seller's  proper
execution and delivery of this  Agreement,  the  schedules  hereto and any other
documents  required or necessary  hereunder  and the validity and binding  legal
effect  thereof and of Seller's  obligations  hereunder,  (iv) Seller's good and
marketable  title to the Assets,  (v) disclosure of  litigation,  proceedings or
investigations pending or threatened against Seller or which Seller's counsel is
aware,  (vi) that this Agreement  does not violate any other  agreement of which
Seller's  counsel is aware,  and (vii)  that the  documents  conveying  title to
Seller's interest in the Assets are valid and legally binding.  In rendering the
foregoing   opinions,   such  counsel  may  rely  as  to  factual  matters  upon
certificates or other documents furnished by officers and directors of Purchaser
and by  government  officials  and upon such  other  documents  and data as such
counsel  deems  appropriate  as a basis for their  opinions.  Such  counsel  may
specify  the  jurisdiction  or  jurisdictions  in  which  they are  admitted  to
practice,  that they are not  admitted to the Bar in any other  jurisdiction  or
experts in the law of any other  jurisdiction and that such opinions are limited
accordingly.  If  such  counsel  is  not  authorized  to  practice  law  in  the
Commonwealth of Massachusetts,  Purchaser may require Seller's counsel to obtain
an opinion from counsel authorized to practice law in such jurisdiction(s).

<PAGE>

The conditions  precedent set out in this section are inserted for the exclusive
benefit of Purchaser and any such condition may be waived in whole or in part by
Purchaser at or prior to the Closing by delivering to Seller a written waiver to
that effect signed by Purchaser.  In the event that the conditions precedent set
out in this section are not satisfied on or before the Closing,  Purchaser shall
be released from all obligations under this Agreement.

Section 7.3 Nature of Conditions Precedent

The conditions  precedent set forth in this Article are conditions of completion
of the  transactions  contemplated  by this  Agreement  and  are not  conditions
precedent  to the  existence  of a binding  agreement.  Each party  acknowledges
receipt  of the sum of $1.00  and  other  good  and  valuable  consideration  as
separate and distinct  consideration for agreeing to the conditions of precedent
in favor of the other party or parties set forth in this Article.

                                  ARTICLE VIII
                       TERMINATION, AMENDMENT, AND WAIVER

Section 8.1 Termination Events

This  Agreement  may be  terminated  at any time  prior to the  Closing  Date as
follows:

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

      (b) by the Seller (provided that the Seller is not then in material breach
of any  representation,  warranty,  covenant or other agreement contained herein
for which the Purchaser shall have previously notified the Seller), if there has
been a  breach  by the  Purchaser  of  any of its  representations,  warranties,
covenants or agreements contained in this Agreement,  or any such representation
and warranty shall have become untrue, and such breach or condition has not been
promptly  cured  within 30 days  following  receipt by the  Purchaser of written
notice of such breach;

      (c) by the Purchaser  (provided that the Purchaser is not then in material
breach of any  representation,  warranty,  covenant or other agreement contained
herein for which the Seller shall have previously  notified the  Purchaser),  if
there has been a breach by the Seller of any of its representations, warranties,
covenants or agreements contained in this Agreement,  or any such representation
and warranty shall have become untrue, and such breach or condition has not been
promptly cured within 30 days following  receipt by the Seller of written notice
of such breach; and,

      (d) by the Purchaser  (provided that the Purchaser is not then in material
breach of any  representation,  warranty,  covenant or other agreement contained
herein) at or prior to the Closing Date, if the Purchaser is not satisfied  with
its due diligence review of the Business.

Section 8.2       Effect of Termination and Abandonment

In the event of  termination  of this  Agreement  pursuant to this Article VIII,
written  notice  thereof shall be given as promptly as  practicable to the other
party to this Agreement and this Agreement shall terminate and the  transactions
contemplated  hereby shall be abandoned,  without  further  action by any of the
parties  hereto.  If this  Agreement is terminated as provided  herein (a) there
shall be no liability or obligation on the part of the Seller, the Purchaser, or
their respective officers,  directors and Affiliates, and all obligations of the
parties shall terminate,  except for (i) the obligations of the parties pursuant
to the  Confidentiality  Agreement,  and (ii) that a party  that is in  material
breach of its representations, warranties, covenants, or agreements set forth in
this Agreement shall be liable for damages occasioned by such breach,  including
without  limitation any expenses,  including the reasonable fees and expenses of
attorneys,  accountants  and  other  agents,  incurred  by the  other  party  in
connection  with  this  Agreement  and  the  transactions  contemplated  hereby;
provided,  however,  that the  Purchaser  shall not be deemed to be in  material
breach of this  Agreement  solely by reason of its  inability  to satisfy one or
more of the  conditions  set forth in Section 7.2 if the Purchaser is attempting
to satisfy such conditions in good faith.

<PAGE>

                                   ARTICLE IX
                               GENERAL PROVISIONS

Section 9.1 Expenses

Each of the Parties  hereto shall pay its own fees and expenses  (including  the
fees  of any  attorneys,  accountants,  or  others  engaged  by such  Party)  in
connection with this Agreement and the transactions  contemplated hereby whether
or not the transactions contemplated hereby are consummated.

Section 9.2 Notices

All notices,  claims,  demands, and other  communications  hereunder shall be in
writing  and  shall be  deemed  given  upon (a)  confirmation  of  receipt  of a
facsimile  transmission,  (b) confirmed delivery by a standard overnight carrier
or when delivered by hand, or (c) the expiration of five (5) business days after
the day when mailed by registered or certified  mail  (postage  prepaid,  return
receipt  requested),  addressed  to the  respective  parties  at  the  following
addresses  (or such  other  address  for a party as shall be  specified  by like
notice):

      (a) If to the Purchaser, to:

            Veridium Corporation
            14B Jan Sebastian Drive
            Sandwich, Massachusetts 02563
            Attn: James Green, President and Chief Executive Officer

            with a copy to:

            James Sonageri, Esq.
            Sonageri & Fallon, PC
            411 Hackensack Ave
            Hackensack, New Jersey 07652

            and,

      (b) If to the Seller, to:

            North Country Environmental Services, Inc.
            31 Granite Street, Suite 8
            Milford, Massachusetts 01757
            Attn: Paul Connors, Chief Executive Officer

            with a copy to:

            Kevin J. O'Connor, Esq.
            Hermes, Netburn, O'Connor & Spearing, P.C.
            111 Devonshire Street
            Boston, MA 02109

Section 9.3 Assignments

This Agreement and all of the provisions  hereof shall be binding upon and inure
to the  benefit  of the  Parties  hereto  and their  respective  successors  and
permitted assigns; provided, however, that neither this Agreement nor any of the
rights,  interests,  or  obligations  hereunder  may be  assigned  by any of the
Parties hereto without the prior written consent of the other Party, except that
this  Agreement and such rights,  interests and  obligations  may be assigned by
Purchaser  to one  (1) or  more  Affiliates.  Purchaser  agrees  that  any  such
assignment shall not relieve Purchaser of its obligations hereunder.

Section 9.4 Entire Agreement

This Agreement  (including the Schedules and any Exhibits  hereto)  embodies the
entire  agreement  and   understanding  of  the  Parties  with  respect  to  the
transactions  contemplated  hereby  and  supersedes  all prior  written  or oral
commitments,  arrangements,  understandings and agreements with respect thereto.
There  are no  restrictions,  agreements,  promises,  warranties,  covenants  or
undertakings  with respect to the  transactions  contemplated  hereby other than
those expressly sat forth herein.
<PAGE>


Section 9.5 Modifications, Amendments and Waivers

At any time prior to the Closing,  to the extent permitted by law, (i) Purchaser
and Seller may, by written  agreement,  modify,  amend or supplement any term or
provision of this Agreement and (ii) any term or provision of this Agreement may
be waived in writing by the Party which is entitled to the benefits thereof.

Section 9.6 Counterparts

This  Agreement  may be executed in two (2) or more  counterparts,  all of which
shall be  considered  one (1) and the same  agreement and each of which shall be
deemed  an  original.  Each  Party  shall  receive a fully  signed  copy of this
Agreement.

Section 9.7 Governing Law

This Agreement  shall be governed by the laws of the State of New Jersey and the
United States of America  (regardless of the laws that might be applicable under
principles  of  conflicts  of  law  or  international  law)  as to  all  matters
including,  but not limited to,  matters of validity,  construction,  effect and
performance.

Section 9.8 Accounting Terms

All  accounting  terms  used  herein  which are not  expressly  defined  in this
Agreement  shall have the respective  meanings given to them in accordance  with
generally accepted accounting principles on the date hereof.

Section 9.9 Specific Performance
Purchaser and Seller  recognize  that any breach of the terms this Agreement may
give rise to  irreparable  harm for which money damages would not be an adequate
remedy, and accordingly agree that any non-breaching  party shall be entitled to
enforce the terms of this Agreement by a decree of specific  performance without
the  necessity  of  proving  the  inadequacy  as a remedy of money  damages.  If
specific performance is elected as a remedy hereunder,  the electing Party shall
be deemed to have waive any claim for other damages, except reasonable attorneys
fees,  costs  of suit  and  expenses  related  to the  enforcement  of  specific
performance.

Section 9.10 Consent to Jurisdiction

Seller and  Purchaser  hereby  submit and  consent  to the  exclusive  venue and
jurisdiction of the Superior Court of the State of New Jersey, County of Bergen,
in respect of the  interpretation  and  enforcement  of the  provisions  of this
Agreement,  and hereby waive and agree not to assert as a defense in any action,
suit or proceeding for the interpretation or enforcement of this Agreement, that
it is not subject  thereto or that such action,  suit or  proceeding  may not be
brought or is not  maintainable in said courts or that this Agreement may not be
enforced  in or by said  courts or that its  property  is exempt or immune  from
execution,  that the suit,  action or proceeding  is brought in an  inconvenient
forum, or that the venue of the suit,  action or proceeding is improper.  Seller
and Purchaser agree that service of process may be made in any manner  permitted
by the laws of the State of New Jersey or the federal laws of the United  States
in any such action,  suit or proceeding against Seller or Purchaser with respect
to this Agreement,  and Seller and Purchaser  hereby  irrevocably  designate and
appoint Kevin J. O'Connor,  Esq., and James Sonageri,  Esq., as their respective
authorized  agents upon which process may be served in any such action,  suit or
proceeding,  it being  understood that such  appointment  and designation  shall
become effective  without any further action on the part of Seller or Purchaser.
Service of process upon such authorized agent shall be deemed, in every respect,
effective service of process upon Seller or Purchaser and shall remain effective
until Seller or Purchaser  shall  appoint  another  agent for service or process
acceptable to the other Party.  Seller and Purchaser  agree that final  judgment
(with all right of appeal having expired or been waived)  against it in any such
action,  suit or  proceeding  shall be  conclusive  and that the other  Party is
entitled  to enforce  such  judgment  in any other  jurisdiction  by suit on the
judgment, a certified copy of which shall be conclusive evidence of the fact and
amount of indebtedness arising from such judgment.

Section 9.11 U.S. Currency

All payments  made under this  Agreement at any time shall be made in the lawful
currency of the United States of America.

Section 9.12 Risk of Loss

            (i) The risk of loss or damage to the Assets to be sold to Purchaser
hereunder shall be borne by Seller until title or right to possession shall have
passed to Purchaser on the Closing Date.

<PAGE>


            (ii) If,  prior to the  Closing  Date,  any of the  Assets  shall be
damaged or destroyed,  the Purchase Price shall be adjusted for the value of the
Assets so damages or destroyed and in such case Seller shall be solely  entitled
to any insurance proceeds paid or payable thereon.

            (iii) If,  prior to the  Closing  Date,  any of the Assets  shall be
damaged or destroyed or taken in condemnation  proceedings or if the Business is
materially  affected  to  an  extent  which  will  materially  adversely  affect
operations similar to those heretofore carried on by Seller,  Purchaser,  at its
option,  may (A) elect to become  entitled to any  proceeds of  condemnation  or
insurance  with  respect  to  such  loss or (B)  cancel  this  Agreement.  If so
canceled,  this Agreement  will be of no force and effect,  and in such event no
Party hereto, or any of its officers, directors, employees, agents, consultants,
stockholders or principals shall have any further liability obligation hereunder
with respect thereto other than as specified herein.

Section 9.13 Transfer Documents

Seller  agrees that the sale and transfer  hereunder of the Assets shall be made
on the Closing Date, as of the Closing  Date, by bills of sale,  assignments  or
other instruments of transfer as shall be appropriate to vest in Purchaser good,
clear and  marketable  title to the  Assets  subject  to  liabilities  expressly
assumed by Purchaser  pursuant to Section 2.3.  From and after the Closing Date,
upon the request of Purchaser, Seller shall do, execute, acknowledge and deliver
all such further acts,  assignments,  transfers,  instruments and conveyances as
may  reasonably  be required to convey to and vest in Purchaser  and protect its
right,  title and interest in and enjoyment of any of the Assets,  and as may be
appropriate  to  otherwise  carry  out  the  transactions  contemplated  by this
Agreement.  To the extent that the assignment of any of the Assets shall require
the consent of other parties,  this Agreement shall not constitute an assignment
or agreement to assign the same if such action would  constitute a breach of any
contract  or  agreement  relating  to any of the  Assets.  Each  of  Seller  and
Purchaser  agree to use its Best Efforts to obtain the consents of other parties
to the sale and  assignment  hereunder to Purchaser.  If any such consent is not
obtained,  Seller and Purchaser  shall cooperate with each other in a reasonable
arrangement designed to provide for Purchaser the benefits thereof and to permit
the performance of remaining  unfulfilled  obligations  thereunder by Purchaser.
Failure of a Party to  cooperate  shall be  actionable  to the extent  that said
Party is responsible for act or omission complained of by the other Party.

Section 9.14 Allocation of Purchase Price

The Parties shall  allocate the Purchase Price as their  respective  accountants
shall  mutually  determine and shall execute and file  identical IRS Forms 8594,
Asset Acquisition  Statement under Section 1060, of the Internal Revenue Code of
1986, as amended.

Section 9.15

THE PARTIES ACKNOWLEDGE THAT THEY HAVE EACH RECEIVED A COPY OF THIS
AGREEMENT,  THAT THEY HAVE READ AND FULLY  UNDERSTAND THIS  AGREEMENT,  AND THAT
THEY HAVE BEEN  ADVISED  TO SEEK AND HAVE  EITHER  SOUGHT OR WAIVED  INDEPENDENT
LEGAL COUNSEL OF THEIR CHOICE TO AID IN THEIR UNDERSTANDING HEREOF.

Section 9.16 Binding Effect

This  Agreement  shall be binding  upon and inure to the  benefit of the parties
hereto  and  their  respective  heirs,  successors,  legal  representatives  and
assigns.

Section 9.17 Parties in Interest

Nothing in this  Agreement,  express or implied,  is intended to confer upon any
Person  not a Party to this  Agreement  any  rights or  remedies  of any  nature
whatsoever under or by reason of this Agreement.

Section 9.18 Furnishing Information; Announcements

Sellers  shall not issue any press  releases or  otherwise  make any  statement,
public or  otherwise,  to any  third  party  with  respect  to the  transactions
contemplated  hereby  without  the  prior  written  consent  of  Purchaser.  Any
notification of Sellers' employees of the transactions contemplated hereby shall
be subject to prior approval by Purchaser.  Any notices or other  information to
be  disseminated  shall be  submitted  to  Purchaser  prior to  distribution  or
dissemination.

Section 9.19 Force Majeure

Neither Party hereto shall be liable for failure to perform any obligation under
this  Agreement  if such failure to perform is caused by the  occurrence  of any
contingency  beyond the  reasonable  control of such Party,  including,  without
limitation,  fire,  flood,  strike or other industrial  disturbance,  failure of
transport,   accident,  war,  riot,  insurrection,   act  of  God  or  order  of
governmental agency or act of terrorism. Performance shall be resumed as soon as
is possible after cessation of such cause. However, if such inability to perform
continues  for more than Ninety (90) days,  the other Party may  terminate  this
Agreement without penalty and without further notice.

<PAGE>

IN WITNESS WHEREOF the parties have executed this Agreement  effective as of the
day and year first above written.



VERIDIUM CORPORATION



By:   /S/ James Green
      ---------------
      James Green
      President and Chief Executive Officer



ENVIROSAFE CORPORATION


By:   /S/ James Green
      ---------------
      James Green
      President and Chief Executive Officer



NORTH COUNTRY ENVIRONMENTAL SERVICES, INC.


By:   /S/ Paul Connors
      ---------------
      Paul Connors
      President



NCES EQUIPMENT COMPANY, INC.


By:   /S/ Paul Connors
      ---------------
      Paul Connors
      President