**MEMBERSHIP
      INTEREST PURCHASE AGREEMENT**




**by
      and among**




**RUBICON
      INTEGRATION, LLC,**




**THE
      MEMBERS OF RUBICON INTEGRATION, LLC**




**and**




**FORTRESS
      INTERNATIONAL GROUP, INC.**









**Dated
      as of November 30, 2007**














**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**


**TABLE
      OF CONTENTS**




**Page**ARTICLE
                I DEFINITIONS
            11.1
            
            Definitions
            1ARTICLE
                II PURCHASE AND SALE OF THE MEMBERSHIP INTERESTS; EARN-OUT
            62.1
            
            Purchase
                and Sale of the Membership Interests.
            62.2
            
            Closing
            72.3
            
            Deliveries
                and Payments at the Closing.
            72.4
            
            Earn-Out
                Payments.
            8ARTICLE
                III REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY
            123.1
            
            Organization
                and Standing
            123.2
            
            Authorization
                of the Company
            123.3
            
            Noncontravention
            123.4
            
            Consents
                and Filings
            133.5
            
            Capitalization
            133.6
            
            Subsidiaries
            133.7
            
            Financial
                Statements
            133.8
            
            Absence
                of Undisclosed Liabilities
            143.9
            
            Absence
                of Certain Changes
            143.10
            
            Litigation
            153.11
            
            Compliance
                with Laws.
            153.12
            
            Scheduled
                Contracts and Proposals.
            153.13
            
            Intellectual
                Property.
            173.14
            
            Benefit
                Plans.
            183.15
            
            Labor;
                Employees.
            193.16
            
            Taxes
            193.17
            
            Environmental
                Matters
            203.18
            
            Real
                Property
            203.19
            
            Personal
                Property
            203.20
            
            Sufficiency
                of Assets
            203.21
            
            Insurance
            203.22
            
            Suppliers
                and Clients
            213.23
            
            Bank
                Accounts; Authorized Signatories
            213.24
            
            Brokers
            213.25
            
            Affiliate
                Transactions
            213.26
            
            Books
                and Records
            213.27
            
            Restrictions
                on Business Activities
            213.28
            
            Certain
                Business Practices
            213.29
            
            Takeover
                Statutes
            22




(i)




**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**


ARTICLE
                IV REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS
            224.1
            
            Authorization
            224.2
            
            The
                Membership Interests
            224.3
            
            Consents
                and Filings
            224.4
            
            Noncontravention
            234.5
            
            No
                Legal Proceedings
            234.6
            
            Receipt
                of Buyer Common Stock for Seller’s Own Account
            234.7
            
            Accredited
                Investor
            234.8
            
            Disclosure
                of Information
            234.9
            
            Restricted
                Securities
            234.10
            
            Legends
            23ARTICLE
                V REPRESENTATIONS AND WARRANTIES OF BUYER
            245.1
            
            Organization
                and Existence
            245.2
            
            Authorization
            245.3
            
            Consents
                and Filings
            245.4
            
            Noncontravention
            245.5
            
            No
                Legal Proceedings
            245.6
            
            Valid
                Issuance of Buyer Common Stock
            255.7
            
            Brokers
            255.8
            
            Commission
                Filings
            255.9
            
            No
                Material Adverse Change
            25ARTICLE
                VI COVENANTS
            266.1
            
            Conduct
                of the Business
            266.2
            
            Access
            266.3
            
            Government
                Filings
            266.4
            
            Further
                Actions
            266.5
            
            Tax
                Returns
            276.6
            
            No
                Solicitation of Other Proposals.
            276.7
            
            Noncompetition
                and Nonsolicitation.
            28ARTICLE
                VII CONDITIONS TO CLOSING
            297.1
            
            Conditions
                Precedent to Buyer’s Obligations
            297.2
            
            Conditions
                Precedent to the Company’s and Seller’s Obligations
            31ARTICLE
                VIII INDEMNIFICATION OBLIGATIONS
            318.1
            
            Survival
            318.2
            
            Sellers’
                Indemnification Obligations
            328.3
            
            Notice
                of Claim
            328.4
            
            Direct
                Claims
            338.5
            
            Third
                Party Claims
            33




(ii)


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**


8.6
            
            Disputes
            348.7
            
            Buyer’s
                Indemnification Obligations
            348.8
            
            Exclusive
                Remedy
            34ARTICLE
                IX TERMINATION, AMENDMENT AND WAIVER
            359.1
            
            Termination
            359.2
            
            Effect
                of Termination
            35ARTICLE
                X MISCELLANEOUS
            3510.1
            
            Expenses;
                Transfer Taxes
            3510.2
            
            Notices
            3610.3
            
            Severability
            3710.4
            
            Amendments
                and Waivers
            3710.5
            
            Counterparts
            3710.6
            
            Entire
                Agreement
            3810.7
            
            No
                Third Party Beneficiaries
            3810.8
            
            Governing
                Law
            3810.9
            
            Consent
                to Jurisdiction; Waiver of Jury Trial
            3810.10
            
            Publicity
            3810.11
            
            Assignment
            3910.12
            
            Construction
            39




(iii)




**Portions
      of this Agreement were omitted and have been filed separately with the Secretary
      of the Commission pursuant to the Company’s application requesting confidential
      treatment under Rule 24b-2 of the Securities Exchange Act of
      1934.**




**MEMBERSHIP
      INTEREST PURCHASE AGREEMENT**




This
      MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “ Agreement ”)
      is
      made and entered into as of November 30, 2007 by and among FORTRESS
      INTERNATIONAL GROUP, INC., a Delaware corporation (“ Buyer ”),
      RUBICON INTEGRATION, LLC, a Delaware limited liability company (the
“ Company ”),
      and
      the undersigned members of the Company (each, a “ Seller ”
and,
      collectively, the “ Sellers ”).




**RECITALS**




A.  The
      Sellers own, in the aggregate, 100% of the membership interests in the Company
      (collectively, the “ Membership
      Interests ”),
      with
      each Seller individually owning the Membership Interest set forth on Schedule
      A .




B.  Buyer
      desires to purchase from the Sellers, and the Sellers desire to sell to Buyer,
      the Membership Interests in the Company, in each case on the terms and subject
      to the conditions contained in this Agreement.




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




**ARTICLE
      I**


**DEFINITIONS**




1.1  Definitions .
      As used
      in this Agreement, the following terms have the following meanings:








“ 2008
      Earn-Out Period ”
has
      the
      meaning set forth in Section 2.4(c).





“ 2009
      Earn-Out Period ”
has
      the
      meaning set forth in Section 2.4(c).





“ AAA ”
has
      the
      meaning set forth in Section 8.6 .





“ Affiliate ”
of
      any
      Person means any other Person that directly or indirectly, through one or more
      intermediaries, Controls, is Controlled by, or is under Common Control with,
      such first Person.





“ Agreement ”
has
      the
      meaning set forth in the preamble to this Agreement.





“ Acquisition
      Proposal ”
has
      the
      meaning set forth in Section 6.6(a) .





“ Business ”
has
      the
      meaning set forth in Section 6.7(b) .







**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**


“ Business
      Day ”
means
      any day other than a Saturday or Sunday or any day banks in the State of New
      York are authorized or required to be closed.




“ Buyer ”
has
      the
      meaning set forth in the preamble to this Agreement.




“ Buyer
      Common Stock ”
has
      the
      meaning set forth in Section 2.1(b)(iv).




“ Buyer
      Indemnified Parties ”
has
      the
      meaning set forth in Section 8.2 .




“ Buyer
      SEC Reports ”
means
      all forms, reports and documents required to be filed by Buyer with the SEC
      under the Exchange Act and the Securities Act during the one year period ending
      on the date hereof.




“ Cash
      Consideration ”
has
      the
      meaning set forth in Section 2.1(b)(i) .




“ Change
      of Control Payments ”
has
      the
      meaning set forth in Section 3.15(c).




“ Closing ”
has
      the
      meaning set forth in Section 2.2 .




“ Closing
      Date ”
has
      the
      meaning set forth in Section 2.2 .




“ Code ”
means
      the Internal Revenue Code of 1986, as amended from time to time, and the rules
      and regulations promulgated thereunder.




“ Company ”
has
      the
      meaning set forth in the preamble to this Agreement.




“ Company
      Plan ”
has
      the
      meaning set forth in Section 3.14(a) .




“ Company
      Representatives ”
has
      the
      meaning set forth in Section 6.6(a) .




“ Consent ”
has
      the
      meaning set forth in Section 3.4 .




“Control” (including, with correlative meanings, the terms "Controlled by", "Controlling"
      and "under common Control with") shall mean the possession, directly or
      indirectly, through one or more intermediaries or otherwise, of any one or
      more
      of the following: (i) in the case of a corporation, more than fifty percent
      (50%) of the outstanding voting securities thereof; (ii) in the case of a
      partnership, limited partnership, limited liability company or joint venture,
      the right to more than fifty percent (50%) of the distributions therefrom
      (including liquidating distributions); (iii) in the case of a trust or estate,
      more than fifty percent (50%) of the beneficial interest therein; (iv) in the
      case of any entity, more than fifty percent (50%) of the economic or beneficial
      interest therein; or (v) in the case of any entity, the power or authority,
      through ownership of voting securities, by contract or otherwise, to direct
      or
      cause the direction of the management, activities or policies of the
      entity.


2
 **Portions
          of this Agreement were omitted and have been filed separately with the
          Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 24b-2 of the Securities Exchange Act of
          1934.**
 “ Damages ”
means
          any and all claims, lawsuits, liabilities, losses, damages, costs and expenses,
          including the reasonable fees and disbursements of counsel (including fees
          of
          attorneys and paralegals, whether at the pre-trial, trial, or appellate
          level,
          or in arbitration) and all amounts reasonably paid in investigation, defense,
          or
          settlement of any of the foregoing.  Damages
          shall be limited to the actual damages suffered or incurred by a Party
          and in no
          event will any party hereto have any liability to another party for any
          punitive, special, consequential, indirect or incidental damages of any
          kind or
          nature including, but not limited to, lost profits.




“ Direct
      Claim ”
has
      the
      meaning set forth in Section 8.3 .




“ Direct
      Claim Counter Notice ”
has
      the
      meaning set forth in Section 8.4 .




“ Earn-Out
      Payment ”
has
      the
      meaning set forth in Section 2.1(b)(iii) .




“ Earn-Out
      Period ”
has
      the
      meaning set forth in Section 2.4(c) .




“ Earn-Out
      Worksheet ”
has
      the
      meaning set forth in Section 2.4(a) .




“ Employment
      Agreement ”
has
      the
      meaning set forth in Section 2.3(b)(ii) .




“ Encumbrance ”
means
      any charge, claim, lien, pledge, security interest, voting agreement, option
      to
      purchase, right of first refusal to purchase, and, in the case of real property,
      easement, servitude, right of way, or similar restriction.




“ ERISA ”
has
      the
      meaning set forth in Section 3.14(a) .




“ Escrow
      Agent ”
has
      the
      meaning set forth in Section 2.3(a)(iii).




“ Escrow
      Agreement ”
has
      the
      meaning set forth in Section 2.3(a)(iii).




“ Filing ”
has
      the
      meaning set forth in Section 3.4 .




“ Financial
      Statements ”
has
      the
      meaning set forth in Section 3.7 .




“ GAAP ”
means
      United States generally accepted accounting principles.




“ Governmental
      Entity ”
means
      any U.S. or foreign federal, state, provincial or local governmental authority,
      court, government or self-regulatory organization, commission, tribunal or
      organization or any regulatory, administrative or other agency, or any political
      or other subdivision, department or branch of any of the foregoing.




“ Gross
      Profit ”
means
      (a) all Revenue of the Company from the Company’s (i) existing client list, (ii)
      any new clients obtained after the Closing Date, and (iii) any client accounts
      assigned to the Company by the Buyer or from any division or operation of Buyer, **[Information
      Omitted and Filed Separately with the Commission under Rule
      24B-2]** .




“ Income
      Recognition Method ”
means,
      for the purposes of determining Gross Profit, the Percentage of Completion
      Method based on Revenue Billed.


3
 **Portions
          of this Agreement were omitted and have been filed separately with the
          Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 24b-2 of the Securities Exchange Act of
          1934.**


“ Indemnifying
      Party ”
has
      the
      meaning set forth in Section 8.3 .




“ Intellectual
      Property ”
means
      all U.S. and foreign intellectual property rights, including patents,
      inventions, technology, discoveries, processes, know-how, trademarks, service
      marks, trade names, brand names, domain names, corporate names, logos,
      copyrights, and copyrightable works (including software and related items),
      and
      trade secrets, and all registrations, applications, continuations,
      continuations-in-part, divisions, provisionals, reissues, re-examinations and
      similar protections relating thereto.




“ Knowledge ”
means
      the actual knowledge, after reasonable inquiry, of the Sellers, after reasonable
      investigation by such persons.




“ Law ”
means
      any domestic or foreign, federal, state, provincial or local statute, law,
      ordinance, rule, regulation, order, writ, injunction, directive, judgment,
      decree or other requirement of any Governmental Entity.




“ Lease ”
has
      the
      meaning set forth in Section 3.18 .




“ Legal
      Proceeding ”
means
      any action, claim, lawsuit, arbitration, proceeding or
      investigation.




“ Material
      Adverse Effect ”
means
      a
      material adverse effect on the business, assets, financial condition, results
      of
      operations or prospects of the Company, taken as a whole; provided,
      however, that in no event shall any of the following be deemed, either alone
      or
      in combination, to constitute, nor shall any of the following be taken into
      account in determining whether there has been, a Material Adverse Effect: (i)
      any effect that results from changes in general economic conditions or changes
      in securities markets in general, (ii) any effect that results from general
      changes in the industries in which the Company operates, (iii) any effect
      related to the public announcement or pendency of the transactions contemplated
      by this Agreement, including, without limitation, (A) any actions of
      competitors, or (B) any actions taken by or losses of employees, (iv) any effect
      that results from any action taken pursuant to or in accordance with this
      Agreement, or (v) any issue or condition otherwise known to the other party
      prior to the date of this Agreement .




“ Noncompete
      Parties ”
has
      the
      meaning set forth in Section 6.7(a) .




“ Note
      A ”
has
      the
      meaning set forth in Section 2.1(b)(ii) .




“ Note
      B ”
has
      the
      meaning set forth in Section 2.1(b)(iii).




“ Notes ”
shall
      mean both Note A and Note B.




“ Notice
      of Claim ”
has
      the
      meaning set forth in Section 8.3 .


4
 **Portions
          of this Agreement were omitted and have been filed separately with the
          Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 24b-2 of the Securities Exchange Act of
          1934.**


“Ordinary
      Course of Business ” shall
      mean, with respect to the applicable Person, the specific action is consistent
      with the past practices of the Person and is taken in the ordinary course of
      the
      normal day-to-day operations of such Person.




“ Parties ”
means
      the parties to this Agreement, and “ Party ”
means
      any of the Parties.




“ Permit ”
means
      any permit, licenses, registrations or other authorization by any Governmental
      Authority.




“ Permitted
      Encumbrances ”
means
      (i) liens for taxes, assessments and other governmental charges not yet due
      and
      payable or, if due, (A) not delinquent or (B) being contested in good faith
      by
      appropriate proceedings; (ii) mechanics’, workmen’s, repairmen’s,
      warehousemen’s, carriers’ or other liens arising or incurred in the ordinary
      course of business; (iii) liens or title retention arrangements arising under
      original purchase price conditional sales contracts or equipment leases with
      third parties entered into in the ordinary course of business; (v) with respect
      to real property, (A) easements, licenses, covenants, rights-of-way and other
      similar restrictions, including, without limitation, any other agreements or
      restrictions which would be shown by an investigation of title to the extent
      and
      nature which a prudent buyer of property in the relevant jurisdiction would
      carry out, (B) any conditions that may be shown by survey, title report or
      physical inspection (whether or not made) and (C) zoning, building and other
      similar restrictions, so long as none of (A) or (B) or (C) prevent the use
      of
      such real property substantially as currently used by the Company or materially
      affect the value of any such property.




“ Person ”
means
      any individual, corporation, limited liability company, limited partnership,
      general partnership, joint venture, trust, association, Governmental Entity
      or
      other organization or entity.




“ Proposals ”
has
      the
      meaning set forth in Section 3.12(c).




“ Purchase
      Price ”
has
      the
      meaning set forth in Section 2.1(b) .




“ Revenue ”
means
      the gross revenue of the Company, including the Sales Commissions, recognized
      using the Income Recognition Method, determined in accordance with
      GAAP.




“ Sales
      Commission ”
means
      an amount equal to the gross profit earned by Buyer and its Affiliates, other
      than the Company, (“Other Affiliated Entities”) on projects that are sold by
      employees of the Company for the benefit of the Other Affiliated Entities.
      Such
      gross profit shall be computed in the same manner as Gross Profit under this
      Agreement but shall not be reduced by any expense or other charge incurred
      by
      such Other Affiliated Entity for selling, general and administrative expenses.




“ Scheduled
      Contracts ”
has
      the
      meaning set forth in Section 3.12(a).




5


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**


“ Section
      2.4(b) Accountants ”
has
      the
      meaning set forth in Section 2.4(b) .




“ Section
      2.4(b) Notice ”
has
      the
      meaning set forth in Section 2.4(b) .




“ SEC ”
means
      the Securities Exchange Commission of the United States.




“ Securities
      Act ”
has
      the
      meaning set forth in Section 4.7 .




“ Seller ”
and
      “ Sellers ”
have
      the meanings set forth in the preamble to this Agreement.




“ Seller
      Indemnified Parties ”
has
      the
      meaning set forth in Section 8.2 .




“ Seller’s
      Cash Consideration ”
with
      respect to any Seller means the dollar amount of Cash Consideration equal to
      the
      product of (x) the aggregate Cash Consideration payable pursuant to Section 2.1(b)(i) multiplied by (y) such Seller’s Proportionate Interest.




“ Seller’s
      Proportionate Interest ”
with
      respect to any Seller means the percentage set forth opposite such Seller’s name
      on Schedule
      A attached
      hereto.




“ Sellers’
      Representative ”
has
      the
      meaning set forth in Section 2.4(a) .




“ Seller’s
      Stock Consideration ”
with
      respect to any Seller means the number of shares of Buyer Common Stock equal
      to
      the product of (x) 200,000, multiplied by (y) such Seller’s Proportionate
      Interest.




“ Tax ”
or
      “ Taxes ”
means
      all United States federal, state, local and foreign income, profits, franchise,
      gross receipts, payroll, sales, employment, use, property, real estate, excise,
      value added, estimated, stamp, alternative or add-on minimum, environmental,
      withholding and any other taxes, duties or assessments, together with all
      interest, penalties and additions imposed with respect to such amounts.




“ Tax
      Authority ”
means
      any domestic, foreign, federal, national, state, county or municipal or other
      local government, any subdivision, agency, commission or authority thereof,
      or
      any quasi-governmental body exercising any taxing authority or any other
      authority exercising Tax regulatory authority.




“ Tax
      Return ”
means
      any return, report, information return or other document (including any related
      or supporting information) required to be filed with any Tax Authority with
      respect to Taxes, including information returns, claims for refunds of Taxes
      and
      any amendments or supplements to any of the foregoing.




“ Third
      Party Claim ”
has
      the
      meaning set forth in Section 8.3 .




6


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**


**ARTICLE
      II**


**PURCHASE
      AND SALE OF THE MEMBERSHIP INTERESTS; EARN-OUT**




2.1  Purchase
      and Sale of the Membership Interests .




(a)  Subject
      to the terms and conditions hereof, at the Closing, each Seller shall sell,
      transfer, assign and deliver to Buyer, and Buyer shall purchase and accept
      from
      each Seller, the Membership Interest of each Seller, free and clear of
      Encumbrances of any kind.




(b)  The
      aggregate purchase price to be paid to the Sellers for the Membership Interests
      (the “ Purchase
      Price ”),
      shall
      consist of the following:




(i)  $4,500,000
      in cash (the “ Cash
      Consideration ”);




(ii)  an
      unsecured promissory note payable to Berkowitz, Trager & Trager, Trustee for
      the benefit of the Sellers in the aggregate original principal amount of
      $2,000,000, substantially in the form attached hereto as Exhibit
      A (“ Note
      A ”);




(iii)  an
      unsecured promissory note payable to Berkowitz, Trager & Trager, Trustee for
      the benefit of the Sellers in the aggregate original principal amount of
      $1,500,000, substantially in the form attached hereto as Exhibit
      B (“ Note
      B ”);




(iv)  200,000
      shares of common stock of Buyer, par value $0.0001 per share (the “ Buyer
      Common Stock ”);
      and




(v)  the
      earn-out amounts, if any, determined and payable in accordance with the
      provisions of Section 2.4 ,
      in the
      event the Company achieves certain Gross Profits.




2.2  Closing .
      The
      closing of the purchase and sale of the Membership Interests (the “ Closing ”)
      will
      take place on the second Business Day following the satisfaction or waiver
      of
      the conditions set forth in Article
      VII ,
      or at
      such other date as may be agreed to by the Parties (the date on which the
      Closing actually occurs being referred to as the “ Closing
      Date ”).




2.3  Deliveries
      and Payments at the Closing .




(a)  At
      the
      Closing, Buyer shall deliver or cause to be delivered:




(i)  to
      each
      Seller, as set forth on Schedule
      A ,
      such
      Seller’s Cash Consideration, by wire transfer of immediately available funds to
      Berkowitz, Trager & Trager, Trustee for the benefit of the Sellers, in each
      case against delivery by such Seller of duly executed assignments of Membership
      Interests;




(ii)  the
      Notes
      referred to in Section 2.1(b)(ii) and
      Section 2.1(b)(iii);




7


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**


(iii)  to
      Berkowitz, Trager & Trager as escrow agent (the “ Escrow
      Agent ”),
      under
      an escrow agreement to be entered into at Closing, substantially in the form
      of Exhibit
      C hereto
      (the “ Escrow
      Agreement ”),
      duly
      executed certificates for the 200,000 shares of Buyer Common Stock representing
      each Seller’s Stock Consideration in the amounts set forth on Schedule A, to be
      held by the Escrow Agent in accordance with the terms and conditions of the
      Escrow Agreement;




(iv)  to
      the
      Company, the officer’s certificate referred to in Section 7.2(c) hereof;
      and




(v)  such
      other documents as Sellers may reasonably request to demonstrate satisfaction
      of
      the conditions and compliance with the covenants set forth in this
      Agreement.




(b)  At
      Closing, Sellers, as applicable, shall deliver or cause to be delivered to
      Buyer:




(i)  a
      receipt
      for the payment of each Seller’s Cash Consideration;




(ii)  Employment
      Agreements, dated as of the Closing Date, executed by each of James Embley,
      Eric
      Holzworth and William Pirrone, and each in form and content mutually acceptable
      to the parties thereto;




(iii)  the
      certificate referred to in Section 7.1(c) hereof;




(iv)  a
      fully-executed Escrow Agreement; and




(v)  such
      other documents as Buyer may reasonably request to demonstrate satisfaction
      of
      the conditions and compliance with the covenants set forth in this
      Agreement.




2.4  Earn-Out
      Payments .




(a)  Delivery
      of Financial Information .
      On or
      prior to each of March 31, 2009 and March 31, 2010, Buyer shall deliver to
      each
      Seller a work sheet (the “ Earn-Out
      Worksheet ”)
      prepared in good faith by Buyer’s independent public accountants or Buyer’s
      Chief Financial Officer (or his designee), setting forth Buyer’s determination
      of Gross Profit for the applicable Earn-Out Period (as defined below) together
      with all of the material elements of such calculation and such other information
      and documentation as Seller’s Representative may reasonably request to assess
      the accuracy of the calculation. Sellers shall have the right, at Sellers’
expense, at reasonable times and upon reasonable notice, to examine, and to
      have
      one representative, who shall initially be Rudy Kraus, (the “ Sellers’
      Representative ”)
      or
      Sellers’ accountants examine, the books and records of the Company and the
      Buyer’s accountants workpapers to determine whether the calculation and payment
      of the Earn-Out Payment are in accordance with the provisions of this
      Agreement.




8


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**


(b)  Disputes
      Regarding Earn-Out Worksheet .
      In the
      event that Sellers dispute any amounts reflected on any Earn-Out Worksheet,
      Sellers’ Representative shall notify Buyer in writing (such notice, a
“ Section
      2.4(b) Notice ”),
      within 30 days after the delivery of the Earn-Out Worksheet (the “ Dispute
      Deadline ”),
      setting forth the amount, nature and basis of the dispute. Within the following
      10 days, the parties shall use their reasonable best efforts to resolve in
      good
      faith such dispute. Upon their failure to do so, Sellers’ Representative and
      Buyer shall within 10 days from the end of such 10 day period jointly engage
      an
      independent accountant (one who has not had any prior relationship with any
      of
      the Parties) (the “ Section
      2.4(b) Accountants ”).
      The
      Section 2.4(b) Accountants shall be engaged jointly by Buyer and Sellers’
Representative to decide the dispute with respect to the Earn-Out Worksheet
      within 30 days from its appointment; such decision to be communicated to both
      parties in writing. The Section
      2.4(b) Accountants  shall
      resolve the dispute based solely on presentations by Buyer and Sellers, *and
      not by independent review* and
      shall
      render its decision (together with a brief explanation of the basis therefor)
      to
      Buyer and Seller, as soon as reasonably practicable but in any event not later
      than forty-five (45) business days following submission of the dispute to it.
      The fee of the Section
      2.4(b) Accountants shall be
      borne fifty percent (50%) by Sellers and fifty percent (50%) by
      Buyer  unless
      the Section
      2.4(b) Accountants  decides,
      based on its determination with respect to the reasonableness of the respective
      positions of Buyer and Sellers that the fee shall be borne in unequal
      proportions. The Section
      2.4(b) Accountants shall
      have exclusive jurisdiction over, and resort to the Section
      2.4(b) Accountants as
      provided in this Section 2.4 shall be the sole recourse and remedy of the
      parties against one another or any other Person with respect to, any disputes
      arising out of or relating to the Earnout. The
      decision of the Section 2.4(b) Accountants shall be final and binding upon
      the
      parties and accordingly a declaratory judgment by a court of competent
      jurisdiction may be entered in accordance therewith.




(c)  Calculation
      of Earn-Out Payment . **[Information
      Omitted and Filed Separately with the Commission under Rule
      24B-2]**




(d)  Payment .
      Subject
      to the provisions of Section 2.4(e) ,
      Buyer
      shall deliver any Earn-Out Payment to Sellers based on each Seller’s
      Proportionate Interest determined in accordance with Schedule
      A .
      Such
      Payment shall be made within 15 days of the earlier of expiration of the Dispute
      Deadline without the delivery of a Section 2.4(b) Notice or the decision of
      the
      Section 2.4(b) Accountants, as applicable.




Any
      sums
      owing by Buyer to Sellers on account of the payments to be made under this
      Section 2.4 which are not paid when due as provided herein shall bear interest
      at a rate equal to two (2) percentage points over the Wall Street Journal “Prime
      Rate”, as the same may be announced from time to time, until the applicable
      payment has been paid in full. Interest shall be calculated based upon a 360-day
      year and based upon the unpaid balance of the payment, as the same may be from
      time to time.




9


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**
 (e)  Right
        of Set-Off .
        Buyer’s
        obligation to make the Earn-Out Payments is subject to reduction or non-payment
        due to any claim for Damages that a Buyer Indemnified Party may have against
        Sellers in accordance with Article VIII, subject to the provisions of Section
        8.2 hereof . In the event that Buyer determines to exercise its right of
        set-off
        pursuant to this Section 2.4 ,
        Buyer
        shall comply with the provisions of this Section 2.4 in
        determining the Earn-Out Payment and shall pay the amount, if any, by which
        the
        Earn-Out Payment exceeds the amount set-off by Buyer.




(f)  Earn-Out
      Term . Buyer
      acknowledges that the possibility of receiving the Earn-Out Payments comprises
      a
      material inducement for Sellers to enter into this Agreement During
      each of the Earn-Out Periods, Buyer shall (i) operate the Company in the
      ordinary course, reasonably consistent with past practices of Sellers, (ii)
      not
      change the operations of the businesses of the Company in any material way
      that
      would have a material adverse effect on either Gross Profit or the ability
      to
      make Earn-Out Payments to Sellers hereunder, provided, that Sellers acknowledge
      that Buyer may combine or convert the Company into divisions of Buyer or an
      Affiliate of Buyer, and (iii) conduct the Business post Closing in such a manner
      as to be able to track Gross Profit on a job by job basis, and all other
      financial matters and related items necessary for calculating the Earn-Out
      Payment due hereunder, and, in connection therewith, shall keep true, complete
      and accurate books of account and records, covering all transactions relating
      to
      the subject matter of this Section 2.4.




2.5  Working
      Capital Adjustment




(a)  Preparation
      of Preliminary Statement of Working Capital .  As
      soon
      as reasonably possible after the Closing Date (but not later than 60 days
      thereafter), Buyer will prepare, or cause to be prepared by its independent
      accountant, a preliminary statement of working capital (the “ Preliminary
      Statement of Working Capital ”)
      setting forth (i) the Current Assets and Current Liabilities of the Company
      and
      (ii) the Net Working Capital of the Company, in each case as of the Closing
      Date. For purposes of this Agreement, (A) “ Current
      Assets ”
shall
      mean all assets of the Company, which in accordance with GAAP shall constitute
      current assets, (B) “ Current
      Liabilities ”
shall
      mean all liabilities of the Company which in accordance with GAAP shall
      constitute current liabilities; and (C) “ Net
      Working Capital ”
shall
      mean Current Assets *minus* Current
      Liabilities. The Preliminary Statement of Working Capital shall be prepared
      in
      accordance with GAAP.




(b)  Review
      of Preliminary Statement of Working Capital .  On
      or
      prior to the date on which the Preliminary Statement of Working Capital is
      due
      (as contemplated by Section 2.5(a)), Buyer shall deliver to Seller
      Representative the Preliminary Statement of Working Capital. The Seller
      Representative and its independent accountant may review the Preliminary
      Statement of Working Capital and may make inquiry of Buyer and its
      representatives, and Buyer and the Company will make available to the Seller
      Representative and his representatives, as reasonably requested, all books
      and
      records relating to the Preliminary Statement of Working Capital within their
      possession. The Preliminary Statement of Working Capital shall be binding and
      conclusive upon, and deemed accepted by, the Seller Representative unless the
      Seller Representative shall have notified Buyer in writing of any objections
      thereto consistent with the provisions of this Section 2.5 within thirty (30)
      days after receipt thereof. The written notice delivered by the Seller
      Representative to Buyer under this Section 2.5(b) shall specify in reasonable
      detail each item on the Preliminary Statement of Working Capital that Seller
      disputes, a summary of the reasons for such dispute and the portion of the
      Preliminary Statement of Working Capital, if any, which Seller does not
      dispute.




10


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**


(c)
      D isputes .




Disputes
      between Buyer and Sellers relating to the Preliminary Statement of Working
      Capital that cannot be resolved by Buyer and Seller within thirty (30) days
      after receipt by Buyer of the notice referred to in Section 2.5(b) shall be
      resolved in the manner set forth in Section 2.4(b) above. The Section
      2.4(b) Accountants shall
      have exclusive jurisdiction over, and resort to the Section
      2.4(b) Accountants as
      provided in this Section 2.5(c) shall be the sole recourse and remedy of the
      parties against one another or any other Person with respect to, any disputes
      arising out of or relating to the Working Capital. The
      decision of the Section 2.4(b) Accountants shall be final and binding upon
      the
      parties and accordingly a declaratory judgment by a court of competent
      jurisdiction may be entered in accordance therewith.




(d) Final
      Statement of Working Capital .




The
      Preliminary Statement of Working Capital shall become final and binding upon
      the
      parties hereto upon the earlier of (i) the failure by the Seller Representative
      to object thereto within the period permitted under, and otherwise in accordance
      with the requirements of, Section 2.5(b), (ii) the written agreement between
      Buyer and the Seller Representative with respect thereto and (iii) the decision
      by the Section 2.4(b) Accountant with respect to disputes under Section 2.5(c).
      The Preliminary Statement of Working Capital, as deemed to be agreed pursuant
      to
      clause (i) above, or as adjusted pursuant to the written agreement of the
      parties hereto or the decision of the Section 2.4(b) Accountants, when final
      and
      binding, is referred to herein as the “ Final
      Statement of Working Capital ”.




(e) Adjustment
      to the Purchase Price .




As
      soon as practicable (but not more than five (5) Business Days) after the
      determination and delivery of the Final Statement of Working Capital in
      accordance with this Section 2.5 the amount, if any, by which the Net Working
      Capital at the Closing Date as reflected in the Final Statement of Working
      Capital is (i) greater than $200,000, shall result in an immediate upward
      adjustment of the Purchase Price in such amount as the Net Working Capital
      varies from $200,000, which amount shall be payable by Buyer, in immediately
      available funds, or (ii) less than $200,000, shall result in an immediate
      downward adjustment of the Purchase Price in such amount as the Net Working
      Capital varies from $200,000, which amount shall be payable by Sellers by
      reduction of such amount from Note A.




i)  Notwithstanding
      anything to the contrary contained in this Section 2.5, pending resolution
      of
      all disputed items with respect to the Preliminary Statement of Working Capital,
      the amount of any adjustment to the Purchase Price that is not in dispute shall
      be paid (i) in the case of any amounts to which the Seller Representative has
      not objected pursuant to Section 2.5(b), upon the earlier of (A) 30 days after
      receipt by the Seller Representative of the Preliminary Statement of Working
      Capital and (B) the date on which the Seller Representative shall have notified
      Buyer in writing of any objections thereto and (ii) in the case of any disputed
      amount or portions thereof, upon resolution of any dispute with respect to
      such
      amounts or portions.


11
 **Portions
          of this Agreement were omitted and have been filed separately with the
          Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 24b-2 of the Securities Exchange Act of
          1934.**


ii)  All
      payments required to be made pursuant to this Section 2.5 shall be paid to
      Buyer
      or Seller, as the case may be, together with any and all interest at a rate
      of
      six (6%) per annum accruing from the Closing Date to the date of
      payment.




**ARTICLE
      III**


**REPRESENTATIONS
      AND WARRANTIES RELATING TO THE COMPANY**




The
      Sellers and the Company jointly and severally (but as among the Sellers, their
      liability shall be several and proportionate, in accordance with their
      respective Seller’s Proportionate Interest) represent and warrant to Buyer as
      follows:




3.1  Organization
      and Standing .
      The
      Company is a limited liability company, duly organized, validly existing and
      in
      good standing under the Laws of the State of Delaware and has all requisite
      limited liability company power and authority to own, lease and operate its
      properties and assets and to carry on its business as now being conducted.
      The
      Company is duly licensed or qualified to do business and is in good standing
      in
      each jurisdiction in which such qualification or licensing is necessary because
      of the property and assets owned, leased or operated by it or because of the
      nature of its business as now being conducted, except for any failure to so
      qualify or be licensed or in good standing that, individually or in the
      aggregate, would not reasonably be expected to have a Material Adverse Effect. Schedule 3.1 lists
      the jurisdictions in which the Company is qualified to conduct business as
      a
      foreign entity. The Company has made available to Buyer true, complete and
      correct copies of the organizational documents of the Company, as amended to
      the
      date of this Agreement, and has made available to Buyer any ownership records.
      The Company is not in violation of any provision of its articles of
      organization.




3.2  Authorization
      of the Company .
      The
      execution, delivery and performance by the Company of this Agreement and the
      consummation by the Company of the transactions contemplated hereby are within
      the Company’s power and have been duly authorized by all necessary action on the
      part of the managers and/or members of the Company. This Agreement constitutes
      (assuming the due execution and delivery by each of the other parties hereto)
      the legal, valid and binding obligation of the Company enforceable against
      the
      Company in accordance with its terms, subject to the effects of bankruptcy,
      insolvency, fraudulent conveyance, reorganization, moratorium and other similar
      Laws relating to or affecting creditors’ rights generally and general equitable
      principles (whether considered in a proceeding in equity or at
      Law).




12


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**


3.3  Noncontravention .
      Except
      as set forth in Schedule 3.3 ,
      the
      execution, delivery and performance of this Agreement and the transactions
      contemplated hereby by the Company does not, and the consummation by the Company
      of the transactions contemplated hereby will not, (i) contravene or violate
      any
      material provision of the organizational documents of the Company, or (ii)
      contravene or violate any material provision of, or result in the termination
      or
      acceleration of, or entitle any party to accelerate any obligation or
      indebtedness under, or result in the imposition of any Encumbrance (other than
      a
      Permitted Encumbrance) on the Company pursuant to any mortgage, lease,
      franchise, license, permit, agreement, instrument, Law, order, arbitration
      award, judgment or decree to which the Company is a party or by which the
      Company is bound.




3.4  Consents
      and Filings .
      Except
      as set forth in Schedule 3.3 ,
      no
      consent, approval, license, permit, order or authorization (each, a
“ Consent ”)
      of, or
      registration, declaration or filing (each, a “ Filing ”)
      with,
      any Governmental Entity is required for or in connection with the execution
      and
      delivery of this Agreement by the Company or the consummation by the Company
      of
      the transactions contemplated hereby.




3.5  Capitalization .
      The
      authorized, issued and outstanding membership or percentage interests of the
      Company consists of 1,000,000 Common Units of which 100% are issued and
      outstanding and owned by the Sellers as set forth on Schedule
      A .
      Each
      Seller individually represents and warrants that such Seller owns his or her
      membership interests free and clear of all Liens. All of such Membership
      Interests are duly authorized, validly issued, and were issued in compliance
      in
      all material respects with all federal, state and local rules, laws and
      regulations. The designations, powers, preferences, rights, qualifications,
      limitations and restrictions, if any, in respect of each class and series of
      membership or percentage interest of the Company are as set forth in the
      Company’s Operating Agreement, a copy of which has been provided to the Buyer
      and is attached hereto as Exhibit
      D ,
      and all
      such designations, powers, preferences, rights, qualifications, limitations
      and
      restrictions are valid, binding and enforceable in accordance with all
      applicable laws. There are no outstanding warrants, options, rights, agreements,
      convertible securities, appreciation rights, joint venture, partnership or
      other
      commitments of any nature relating to the Membership Interests of the Company.
      There are no voting trusts or other similar agreements with respect to the
      voting of any of the Membership Interests, except such, if any, as may be
      contained in the Company’s Operating Agreement.




3.6  Subsidiaries .
      The
      Company does not own, directly or indirectly, any shares of or other ownership
      interest in any other Person.




3.7  Financial
      Statements . Attached
      hereto as Schedule 3.7 are true
      and correct copies of (i) the unaudited balance sheets as of December 31, 2006
      and the related statements of operations, changes in equity and cash flows
      for
      the year then ended for the Company, and (ii) the unaudited balance sheet as
      of
      October 31, 2007 (the “Balance Sheet Date”) and the related statements of
      operations and cash flows of the Company for the ten month period then ended
      (collectively “ Financial
      Statements ”).
      The
      Financial Statements have been prepared in accordance with GAAP consistently
      applied (except for the absence of footnote disclosures required by GAAP)during
      the periods involved and fairly present in all material respects the financial
      position and the results of operations and cash flow of the Company as of the
      dates and for the periods presented therein.




13


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**


3.8  Absence
      of Undisclosed Liabilities .
      Except
      as set forth on Schedule 3.8 ,
      the
      Company does not have any material liabilities except liabilities (i) reflected
      on, accrued or reserved against in the Financial Statements, (ii) incurred
      in
      the ordinary course of business since the Balance Sheet Date, or (iii) Liabilities
      of the type not required to be reflected or disclosed on a balance sheet
      prepared in accordance with GAAP .




3.9  Absence
      of Certain Changes .
      Since
      June 30, 2007, the Company has operated its business in the ordinary course,
      consistent with past practice and there has not been any event or occurrence
      that has had or could reasonably be expected to have a Material Adverse Effect.
      Without limiting the scope of the foregoing, except as set forth on Schedule 3.9 :




(a)  The
      Company has not sold, transferred, disposed of, or agreed to sell, transfer
      or
      dispose of, any material assets other than in the ordinary course of
      business;




(b)  The
      Company has not acquired any material assets except in the ordinary course
      of
      business, nor acquired or merged with any other business;




(c)  No
      material tangible asset or property owned, leased or licensed by the Company
      has
      been destroyed, damaged or otherwise lost (whether or not covered by
      insurance);




(d)  The
      Company has not materially increased (i.e., by more than 10%) the salary or
      other compensation payable or to become payable to any of its respective
      officers, directors, partners, members, managers or employees or obligated
      itself to pay any bonus or other additional salary or compensation (including,
      without limitation, through any deferred compensation, severance, retirement,
      change of control, retention or similar agreement or arrangement) to any such
      person other than in the ordinary course of business and consistent with past
      practice;




(e)  The
      Company has not made any material change in any pricing, marketing, purchasing,
      tax or accounting practice, or made any material tax election or settled or
      compromised any material income tax liability;




(f)  The
      Company has not made any declaration, setting aside or payment of any dividend
      or other distribution with respect to any Membership Interest, or any
      repurchase, redemption or other acquisition of any Membership Interest.
      Notwithstanding anything contained herein to the contrary, the Company has
      made
      or, prior to the Closing shall have the right to make, distribution all cash
      on
      hand to the Sellers immediately prior to closing to the extent that such
      distribution does not reduce Net Working Capital at the closing below
      $200,000;




(g)  The
      Company has not made any loan, advance or capital contribution to or investment
      in any Person;




14


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**


(h)  The
      Company has not amended, rescinded or terminated (and not renewed) any existing
      Scheduled Contract or arrangement and no such Scheduled Contract or arrangement
      has expired or terminated (and not been renewed) by its terms;




(i)  The
      Company has not settled or compromised any material Legal Proceeding;
      and




(j)  The
      Company has not entered into any commitment (contingent or otherwise) to do
      any
      of the foregoing.




3.10  Litigation .
      Except
      as set forth in Schedule 3.10 ,
      (i)
      there are no Legal Proceedings by or before any Governmental Entity or
      arbitration tribunal pending, or to the Knowledge of the Sellers’, threatened,
      against the Company, and (ii) no injunction, writ, temporary restraining order,
      decree or any order of any nature has been issued by any court or other
      Governmental Entity relating to the Company or seeking or purporting to enjoin
      or restrain the execution, delivery and performance by the Company of this
      Agreement or the consummation of the transactions contemplated
      hereby.




3.11  Compliance
      with Laws .




(a)  The
      Company conducts its business in material compliance with all applicable Laws.




(b)  The
      Company has all material Permits necessary for the conduct of its business
      as
      presently conducted, all of such Permits are valid and in full force and effect
      and the Company has not received any notice that it is in violation of the
      terms
      of any of such Permits. Except as set forth in Schedule 3.11(b) ,
      the
      consummation of the transactions contemplated by this Agreement will not result
      in the non-renewal, revocation or termination of any Permit.




3.12  Scheduled
      Contracts and Proposals .




(a)  Schedule
      3.12(a) is a true and complete list of all Scheduled Contracts to which the Company
      is a
      party, by which it is bound, or which otherwise pertain to its business. For
      the
      purposes of this Section 3.12(a), the term “ Scheduled
      Contracts ”
      shall mean the following written or oral contracts, agreements, indentures,
      instruments, commitments and amendments thereof with suppliers, customers,
      producers, consumers, lenders of the Company and other third parties that are
      currently in effect:




(i)  loan
      and credit agreements, revolving credit agreements, security agreements,
      guarantees, notes, agreements evidencing any lien, conditional sales agreements,
      factoring agreements, leasing agreements, sale and leaseback and synthetic
      lease
      agreements, or title retention agreements;




(ii)  hedging
      and similar agreements;


15
 **Portions
          of this Agreement were omitted and have been filed separately with the
          Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 24b-2 of the Securities Exchange Act of
          1934.**


(iii)  contracts
      that involve the sale by the Company of goods, materials, supplies, or services
      showing the total amount of the contract at inception, less amounts billed
      to
      date, total estimated cost to complete the contract and anticipated profit
      to be
      earned on the project;




(iv)  agreements
      relating to Intellectual Property Rights listed on Schedule
      3.13(a) ;




(v)  contracts,
      agreements, indentures, instruments or commitments by and between the Company
      and Persons with whom the Company is not dealing at arm’s length;




(vi)  agreements
      listed on Schedule 3.18;




(vii)  franchise,
      distribution, license or consignment contracts or agreements;




(viii)  sales,
      agency or advertising contracts, agreements, or commitments providing for
      payments over the life of the contract greater than $50,000;




(ix)  leases
      under which either of the Company is the lessor or lessee other than operating
      leases that require future payments by either of the Company of more than
      $10,000 per annum;




(x)  management
      or service contracts or agreements, and contracts and commitments providing
      for
      payments over the life of the Company greater than $50,000;




(xi)  contracts
      or agreements with consultants or independent contractors;




(xii)  agreements
      of any kind with any Affiliate of the Company;




(xiii)  agreements
      of any kind relating to the business of the Company to which employees of the
      Company are parties; and




(xiv)  discount
      policies and practices, if any.




(b)  Except
      as
      otherwise disclosed on Schedule
      3.12(b) ,
      as of
      the Effective Date, (x) each of the Scheduled Contracts is in full force and
      effect; (y) the Company has provided to Buyer a true and complete copy of each
      written Scheduled Contract (and all amendments thereto); and (z) there are
      no
      oral modifications or amendments to any of the Scheduled Contracts. In addition:






16


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**


(i)  All
      of the Scheduled Contracts have been legally obtained by the Company and are
      binding on the parties thereto, and the Company is in material compliance with
      all terms and conditions in such Scheduled Contracts;




(ii)  The
      Company has not received any written notice of deficient performance or
      administrative deficiencies relating to any Scheduled Contract;




(iii)  The
      Company has not received any notice of any stop work orders, terminations,
      cure
      notices, show cause notices or notices of default or breach under any of the
      Scheduled Contracts, nor has any such action been threatened or
      asserted;




(iv)  Each
      Scheduled Contract was entered into in the ordinary course of business and,
      based upon assumptions that the Company’s management believes to be reasonable
      and subject to such assumptions being fulfilled;




(v)  There
      are no Scheduled Contracts for the provision of goods or services by the Company
      that include a liquidated damages clause or unlimited liability by the Company,
      or liability for consequential damages;




(vi)  There
      are no Scheduled Contracts for the provision of goods or services by the Company
      that requires the Company to post a surety, performance or other bond or to
      be
      an account party to a letter of credit or bank guarantee;




(vii)  There
      are no written claims of any type, or requests for equitable adjustments
      outstanding or, to the Knowledge of the Company, threatened under any Scheduled
      Contracts in process and no money presently due to the Company on any Scheduled
      Contract has been withheld or set off or subject to attempts to withhold or
      setoff; and




(viii)  No
      party to a Scheduled Contract has notified the Company that it has breached
      or
      violated any Law or any certification, representation, clause, provision or
      requirement of any Scheduled Contract.




(c)  Schedule
      3.12(c) sets
      forth a list of all bids, proposals, offers, or quotations made by the Company
      that were outstanding as of the date of this Agreement (collectively the
“ Proposals ”).
      True
      and complete copies of such Proposals have been made available to the
      Buyer.




17


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**


3.13  Intellectual
      Property .




(a)  Schedule 3.13(a) sets
      forth a list of all U.S. and foreign patents, registrations and applications
      for
      Intellectual Property and all material unregistered Intellectual Property owned
      by the Company. The Company owns or has the right to use all of the Intellectual
      Property used in its business and all of the patents, registrations and
      applications, if any, listed on Schedule 3.13(a) are
      unexpired and subsisting, and have not been abandoned or cancelled.




(b)  The
      Company has taken reasonable steps to maintain the confidentiality of all
      information that constitutes a material trade secret of the
      Company.




(c)  Schedule 3.13(c) sets
      forth a complete and accurate list of (i) all material agreements granting
      to
      the Company any material right under or with respect to any Intellectual
      Property owned by a third party that is used in connection with the Company’s
      business (collectively, the “ Inbound
      Licenses ”),
      other
      than commercially available software applications, and (ii) all material license
      agreements under which the Company has granted any rights under any Intellectual
      Property to any third party (collectively, the “ Outbound
      Licenses ”),
      other
      than non-exclusive licenses granted in the ordinary course of business . No
      loss
      or expiration of any material Intellectual Property licensed to the Company
      under any Inbound License is pending or, to the Knowledge of the Sellers’,
      reasonably foreseeable or threatened. There is no outstanding or, to the
      Knowledge of the Sellers’, threatened dispute or disagreement with respect to
      any Inbound License or Outbound License. Except as set forth on Schedule 3.13(c) ,
      t he
      consummation of the transactions contemplated by this Agreement will not result
      in the loss or impairment of, or give rise to any right of any third party
      to
      terminate or re-price or otherwise modify any of the Company’s rights or
      obligations under any Inbound License or any Outbound License.




(d)  The
      Intellectual Property owned by the Company or licensed under any Inbound License
      or available in the public domain constitutes all the material Intellectual
      Property rights necessary for the conduct of the business of the Company as
      is
      currently conducted.




(e)  None
      of
      the products or services distributed, sold or offered by the Company, nor any
      technology, content, materials or other Intellectual Property used, displayed,
      published, sold, distributed or otherwise commercially exploited by or for
      the
      Company materially infringes upon, misappropriates, or violates any Intellectual
      Property of any third party. The Company has not received any written notice
      or
      claim asserting that any such infringement, misappropriation or violation is
      occurring or has occurred. To the Knowledge of the Sellers’, no third party is
      misappropriating or infringing any material Intellectual Property owned by
      the
      Company.




18


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**


3.14  Benefit
      Plans .




(a)  Schedule 3.14(a) lists
      each material “ employee
      benefit plan ”
within
      the meaning of Section 3(3) of the Employee Retirement Income Security Act
      of
      1974, as amended (“ ERISA ”),
      and
      each material severance, change in control or employment plan, program or
      agreement, and vacation, incentive, bonus, stock option, stock purchase and
      restricted stock plan, program or policy sponsored or maintained by the Company
      for the benefit of current and former employees of the Company (each, a
“ Company
      Plan ”).
      Copies or descriptions of each Company Plan have been or will be furnished
      or
      made available to Buyer.




(b)  Except
      as
      set forth in Schedule 3.14(b) ,
      each
      Company Plan is in compliance with ERISA, the Code and other applicable Laws
      and
      has been administered in all material respects in accordance with the terms
      of
      such plan and all applicable Laws. Each Company Plan, if any, that is intended
      to be qualified within the meaning of Section 401 of the Code has received
      a
      favorable determination letter as to its qualification, and to the Knowledge
      of
      the Sellers’, nothing has occurred that could reasonably be expected to
      adversely affect such qualification.




(c)  Except
      as
      set forth in Schedule 3.14(c) ,
      no
      Legal Proceedings involving any Company Plan has occurred or, to the Knowledge
      of the Sellers’, is threatened (other than routine claims for benefits by
      participants).




(d)  The
      Company does not contribute to any “ multiemployer
      plan ”
(within
      the meaning of Section 3(37) of ERISA) nor has it incurred any withdrawal
      liability under any such multiemployer plan under Title IV of ERISA which
      remains unsatisfied.




3.15  Labor;
      Employees .




(a)  Except
      as
      set forth in Schedule 3.15 ,
      the
      Company is neither a party to or bound by any collective bargaining or similar
      labor agreement, nor is one presently being negotiated, there are no existing
      or, to the Knowledge of the Sellers’, threatened strikes, lockouts or other
      labor stoppages involving the employees of the Company, there is no union
      organization campaign being conducted with respect to employees of the Company,
      and there is no litigation relating to employment matters pending against the
      Company.




(b)  Schedule  3.15(b) sets
      forth a true and correct list of the name and current annual salary of each
      officer or employee of the Company whose annual base salary exceeds $50,000
      and
      any other form of compensation (other than salary, bonuses or customary
      benefits) paid or payable by the Company to each such officer or employee for
      the current fiscal year.




(c)  There
      are
      no change of control payments or sale or transaction bonuses payable to
      employees, consultants or directors of the Company as a result of the
      transactions contemplated by this Agreement (“ Change
      of Control Payments ”).




19


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of 1934.**




3.16  Taxes .
      Except
      as set forth in Schedule 3.16 ,
      (i) all
      Tax Returns required to be filed by the Company prior to the date hereof have
      been filed (except those under valid extension), (ii) all Taxes which were
      shown
      to be due on such Tax Returns have been paid (unless such Taxes are being
      contested in good faith), (iii) there is no Legal Proceeding or audit now
      pending against, or with respect to, the Company in respect of any Taxes or
      assessments, (iv) the Company has never been a member of an affiliated group
      (other than a group the common parent of which is the Company filing a
      consolidated Return, (v) the Company has no liability for Taxes of any Person
      arising from the application of Treasury Regulation Section 1.1502-6 or any
      analogous provision of state, local or foreign Law, or as a transferee or
      successor, by contract, or otherwise, (vi) the Company is not a party to any
      Tax
      sharing agreement or any agreement that obligates it to make any payment
      computed by reference to the Taxes, taxable income or taxable losses of any
      other Person, (vii) all Taxes required to be withheld, collected or deposited
      prior to the date hereof by or with respect to the Company have been timely
      withheld, collected or deposited as the case may be, and to the extent required,
      have been paid to the relevant Tax Authority and (viii) there are no liens
      with
      respect to Taxes upon the assets of the Company except for statutory liens
      for
      Taxes not yet due and payable or liens for Taxes that are being contested in
      good faith.




3.17  Environmental
      Matters .
      Except
      as disclosed in Schedule 3.17 (i) the
      Company complies with all applicable Laws protecting the quality of the ambient
      air, soil, surface water or groundwater or otherwise relating to pollution,
      contamination or protection of the environment and possesses and complies with
      all applicable Permits required under any such Laws to operate as it currently
      operates; and (ii) there are no Legal Proceedings pending or, to the Knowledge
      of the Sellers’, threatened, that seek to enforce or impose liability under any
      such Law against the Company, or to revoke or modify any such Permit held by
      the
      Company.




3.18  Real
      Property . Schedule 3.18 hereto
      sets forth a complete and correct list of all real property owned or leased
      by
      the Company, identifying in each case whether such property is owned or leased.
      The Company has good title to, or a valid and binding leasehold interest in
      the
      real property owned or leased by the Company, as the case may be, free and
      clear
      of all Encumbrances (other than Permitted Encumbrances). Each lease with respect
      to any real property leased by the Company (a “ Lease ”)
      is in
      full force and effect as of the date hereof and the Company is not in breach
      or
      default thereunder and has not repudiated any provision of any Lease, and,
      to
      the Knowledge of the Sellers’, neither has any counterparty to any Lease. No
      event has occurred which, with notice or lapse of time, would constitute a
      breach or default or permit termination, modification or acceleration under
      any
      Lease. There are no material disputes, oral agreements, or forbearance programs
      in effect as to any Lease. The Company has not assigned, transferred, conveyed,
      subleased, mortgaged, deeded in trust or encumbered any interest in the
      leasehold interest.




3.19  Personal
      Property .
      The
      Company owns or has a valid leasehold interest in all personal property used
      in
      its respective business and all such personal property is in good working order,
      wear and tear excepted.




3.20  Sufficiency
      of Assets .
      The
      assets of the Company constitute all of the assets (whether real or personal,
      tangible or intangible) that are reasonably necessary for the continued conduct
      of the businesses of the Company after the Closing in the same manner as
      presently conducted. All of such assets are either reflected on the Financial
      Statements or the Interim Financial Statements or were acquired since the
      Interim Financial Statement Date, except for (i) inventories sold since such
      date in the ordinary course of business, or (ii) assets
      of
      the type not required to be reflected or disclosed on a balance sheet prepared
      in accordance with GAAP .




20


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**




3.21  Insurance . Schedule 3.21 contains
      an accurate and complete description of all material policies of fire,
      liability, workers’ compensation, property, casualty and other forms of
      insurance owned or held by the Company. All such policies are in full force
      and
      effect, all premiums with respect thereto covering all periods up to and
      including the Closing Date will have been paid, and no notice of cancellation
      or
      termination has been received with respect to any such policy.




3.22  Suppliers
      and Clients . Schedule 3.22 lists
      the material suppliers and all of the clients of the Company. The Company has
      not (i) received any written notice of, or has any reason to believe that there
      are, any outstanding or threatened disputes with any material supplier or client
      that have not been resolved, or (ii) to the Knowledge of the Sellers’ any reason
      to believe that there exist any reasonable grounds for any such dispute. No
      material supplier or customer has indicated in the last twelve months that
      it
      intends to stop, materially decrease the rate of, or materially change the
      terms
      on which it does business with the Company.




3.23  Bank
      Accounts; Authorized Signatories . Schedule 3.23 contains
      a complete and correct list of the names and locations of all banks in which
      the
      Company has a bank account, lock box, safe deposit box and a list of all persons
      authorized to withdraw funds from or otherwise take actions with respect
      thereto.




3.24  Brokers .
      Neither
      the Company nor any Seller has employed any investment banker, broker or finder
      or incurred any liability for any investment banking fees, brokerage fees,
      agent’s commissions or finders’ fees in connection with the transactions
      contemplated by this Agreement for which Buyer, or the Company has, will have
      or
      may have any liability.




3.25  Affiliate
      Transactions .
      Except
      for employment and consulting relationships and the payment of compensation
      and
      benefits in the ordinary course of business or as disclosed on Schedules 3.9 or
      Section 3.12, the Company is not a party to any material agreement or
      arrangement with any shareholder, officer, director or Affiliate of the
      Company.




3.26  Books
      and Records .
      The
      minutes of the meetings of the Company’s members, owners, managers, and the
      written consents executed in lieu of the holding of a meeting contained in
      the
      books of the Company delivered to Buyer are true and correct.




3.27  Restrictions
      on Business Activities .
      Except
      as set forth on Schedule 3.26 ,
      there
      is no agreement, judgment, injunction, order or decree binding upon the Company
      which has the effect of prohibiting or materially impairing any current business
      practice of the Company, any acquisition of property by the Company or the
      conduct of business by the Company as currently conducted.




3.28  Certain
      Business Practices .
      The
      Company has not: (a) used any funds for material unlawful contributions, gifts,
      entertainment or other unlawful payments relating to political activity; (b)
      made any material unlawful payment to any foreign or domestic government
      official or employee or to any foreign or domestic political party or campaign
      or violated any provision of the Foreign Corrupt Practices Act of 1977, as
      amended; (c) consummated any transaction, made any payment, entered into any
      agreement or arrangement or taken any other action in violation of Section
      1128B(b) of the Social Security Act, as amended; or (d) made any other material
      unlawful payment.




21


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**
 3.29  Takeover
        Statutes .
        No
        applicable takeover statute or similar Law and no provision of the
        organizational document or governing instruments of the Company or any Scheduled
        Contract to which the Company is a party (a) would or would purport to impose
        restrictions which might adversely affect or delay the consummation of the
        transactions contemplated by this Agreement or (b) as a result of the
        consummation of the transactions contemplated by this Agreement or the
        acquisition of Acquired Interest by Buyer (i) would or would purport to restrict
        or impair the ability of Buyer to vote or otherwise exercise the rights of
        a
        member with respect to securities of the Company or (ii) would or would purport
        to entitle any Person to acquire securities of the Company.




**EXCEPT
      FOR THE REPRESENTATIONS AND WARRANTIES OF SELLERS SET FORTH IN THIS AGREEMENT,
      NEITHER ANY OF SELLERS NOR THE COMPANY, NOR ANY EMPLOYEES, AGENTS OR ANY OTHER
      RELATED PERSONS MAKES ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY
      OR IMPLIED, AND SELLERS AND THE COMPANY HEREBY DISCLAIM ANY SUCH REPRESENTATION
      OR WARRANTY NOT SET FORTH IN THIS AGREEMENT.**




**ARTICLE
      IV**


**REPRESENTATIONS
      AND WARRANTIES RELATING TO THE SELLERS**




Each
      Seller, severally and not jointly, as to such Seller only, hereby represents
      and
      warrants to Buyer as follows:




4.1  Authorization .
      The
      execution, delivery and performance by such Seller of this Agreement and the
      consummation by such Seller of the transactions contemplated hereby and thereby
      are within such Seller’s powers and have been duly authorized by all necessary
      action on the part of such Seller. This Agreement constitutes (assuming the
      due
      execution and delivery by each of the other parties hereto) the legal, valid
      and
      binding obligation of such Seller, enforceable against such Seller in accordance
      with its terms, subject to the effects of bankruptcy, insolvency, fraudulent
      conveyance, reorganization, moratorium and other Laws relating to or affecting
      creditors’ rights generally and general equitable principles (whether considered
      in a proceeding in equity or at Law).




4.2  The
      Membership Interests .
      Such
      Seller is the record and beneficial owner of the Membership Interest, as set
      forth on Schedule
      A ,
      to be
      sold by such Seller hereunder, free and clear of any Encumbrances and, upon
      transfer of the Membership Interest to Buyer on the Closing Date in accordance
      with the terms of this Agreement, Buyer will receive good and valid title to
      the
      Membership Interest, free and clear of any Encumbrances.




22


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**




4.3  Consents
      and Filings .
      No
      Consent or Filing with, any Governmental Entity is required for or in connection
      with the execution and delivery of this Agreement by such Seller, and the
      consummation by such Seller of the transactions contemplated hereby, exclusive
      of any Filings which may be required by applicable securities and blue sky
      laws,
      so-called.




4.4  Noncontravention .
      The
      execution, delivery and performance of this Agreement by such Seller does not,
      and the consummation by such Seller of the transactions contemplated hereby
      will
      not, (i) contravene or violate any provision of the organizational documents
      of
      such Seller, or (ii) contravene or violate any provision of, or result in the
      termination or acceleration of, or entitle any party to accelerate any
      obligation or indebtedness under, or result in an adverse claim to the
      Membership Interest held by such Seller pursuant to any mortgage, lease,
      franchise, license, permit, agreement, instrument, law, order, arbitration
      award, judgment or decree to which such Seller is a party or by which such
      Seller is bound.




4.5  No
      Legal Proceedings .
      No
      Legal Proceedings are pending or to the Knowledge of such Seller are threatened
      against such Seller relating to, or that could reasonably be expected to prevent
      or delay the consummation of, the transactions contemplated hereby.




4.6  Receipt
      of Buyer Common Stock for Seller’s Own Account .
      The
      Buyer Common Stock is being acquired for investment for such Seller’s own
      account, not as a nominee or agent, and not with a view to the sale or
      distribution of all or any part thereof in violation of federal or state
      securities laws.




4.7  Accredited
      Investor .
      Each
      Seller is an “accredited investor” as defined in Rule 501(a) under the
      Securities Act of 1933 (the “Securities Act”). Each Seller agrees to furnish any
      additional information reasonably requested to assure compliance with applicable
      federal and state securities laws in connection with the issuance to such Seller
      of the Buyer Common Stock .




4.8  Disclosure
      of Information .
      Each
      Seller represents and warrants that he or she (a) has had an opportunity to
      discuss the Buyer’s business, management, financial affairs and is aware of the
      character, business acumen and general business and financial circumstances
      of
      Buyer; (b) has the requisite knowledge and experience to assess the relative
      merits and risks of a sale of the Membership Interests and a purchase of the
      Buyer Common Stock; (c) has received and has carefully read and evaluated copies
      of all documents relevant to the sale and purchase contemplated by this
      Agreement; and (d) has had full opportunity to ask questions and receive answers
      concerning the historical business and operations of the Buyer, as well to
      evaluate the prospects, future financial condition and the likelihood of success
      of Buyer.




4.9  Restricted
      Securities .
      Each
      Seller is
      aware
      that the Buyer Common Stock has not been registered under the Securities Act
      is
      subject to restrictions on transfer imposed by the Securities Act and may not
      be
      freely sold. Such Seller represents that he or she (a) has liquid assets
      sufficient to assure that the purchase contemplated by this Agreement will
      cause
      no undue financial difficulties, (b) can afford the complete loss of his or
      her
      investment, and (c) can provide for current needs and possible contingencies
      without the need to sell or dispose of the Buyer Common Stock.


23
 **Portions
          of this Agreement were omitted and have been filed separately with the
          Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 24b-2 of the Securities Exchange Act of
          1934.**


4.10  Legends .
      Each
      certificate evidencing Buyer Common Stock shall bear the following legends
      (unless Buyer receives an acceptable opinion of counsel that any such legend
      is
      not required):




THE
      SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR
      QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE, AND MAY
      NOT
      BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER SAID ACT AND APPLICABLE STATE LAWS, OR AN EXEMPTION FROM THE
      REGISTRATION AND QUALIFICATION REQUIREMENTS THEREOF.




**ARTICLE
      V**


**REPRESENTATIONS
      AND WARRANTIES OF BUYER**




Buyer
      hereby represents and warrants to the Company and to the Sellers as
      follows:




5.1  Organization
      and Existence .
      Buyer
      is a corporation duly organized, validly existing and in good standing under
      the
      Laws of the State of Delaware and has all requisite power and authority to
      enter
      into this Agreement and to consummate the transactions contemplated
      hereby.




5.2  Authorization .
      The
      execution, delivery and performance by Buyer of this Agreement and the
      consummation by Buyer of the transactions contemplated hereby are within Buyer’s
      powers and have been duly authorized by all necessary action on the part of
      Buyer. This Agreement constitutes (assuming the due execution and delivery
      by
      each of the other parties hereto) the legal, valid and binding obligation of
      Buyer, enforceable against Buyer in accordance with their terms, subject to
      the
      effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
      moratorium and other similar Laws relating to or affecting creditors’ rights
      generally and general equitable principles (whether considered in a proceeding
      in equity or at Law).




5.3  Consents
      and Filings .
      No
      Consent of, or Filing with, any Governmental Entity by Buyer is required for
      or
      in connection with the execution and delivery of this Agreement and the
      consummation by Buyer of the transactions contemplated hereby.




5.4  Noncontravention .
      The
      execution, delivery and performance by Buyer of this Agreement do not, and
      the
      consummation by Buyer of the transactions contemplated hereby and thereby will
      not, (i) contravene or violate any provision of the organizational documents
      of
      Buyer, or (ii) contravene or violate any provision of, or result in the
      termination or acceleration of, or entitle any party to accelerate any
      obligation or indebtedness under, any mortgage, lease, franchise, license,
      permit, agreement, instrument, Law, order, arbitration award, judgment or decree
      to which Buyer is a party or by which Buyer is bound, except in the case of
      clause (ii) to the extent that any such events would not materially impair
      or
      materially delay the ability of Buyer to effect the Closing.




24


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**




5.5  No
      Legal Proceedings .
      There
      are no Legal Proceedings pending against Buyer, and Buyer is not subject to
      any
      judgment, decree, injunction or order of any Governmental Entity which,
      individually or in the aggregate would, enjoin, rescind or materially delay
      the
      transactions contemplated by this Agreement or otherwise prevent Buyer from
      complying in all material respects with the terms and provisions hereof or
      thereof.




5.6  Valid
      Issuance of Buyer Common Stock .
      The
      Buyer Common Stock, when issued and delivered in accordance with the terms
      and
      for the consideration set forth in this Agreement, will be validly issued,
      fully
      paid and nonassessable. Assuming the accuracy of each Seller’s representations
      above, the Buyer Common Stock will be issued in compliance with applicable
      federal and state securities laws.




5.7  Brokers .
      Neither
      Buyer nor any of Buyer’s directors, officers, employees or agents has employed
      any investment banker, broker or finder or incurred any liability for any
      investment banking fees, brokerage fees, commissions or finders’ fees or any
      other fees or commissions to investment bankers, brokers or finders in
      connection with the transactions contemplated by this Agreement for which any
      Seller, or, in the event the Closing does not occur, the Company, has, will
      have
      or may have any liability.




5.8  Commission
      Filings .
      The
      Buyer SEC Reports at the time filed, complied in all material respects with
      the
      applicable requirements of the Exchange Act and the Securities Act, as the
      case
      may be. As of their respective dates, the financial statements of Buyer included
      in the Buyer SEC Reports (the "Buyer Financial Statements") complied when filed
      as to form in all material respects with applicable accounting requirements
      and
      with the published rules and regulations of the SEC with respect thereto, and
      were, when filed, in accordance with the books and records of Buyer, complete
      and accurate in all material respects, and presented fairly the consolidated
      financial position and the consolidated results of operations, changes in
      stockholders' equity and cash flows of Buyer and its subsidiaries as of the
      dates and for the periods indicated, in accordance with generally accepted
      accounting principles, consistently applied, subject in the case of interim
      financial statements to normal year-end adjustments and the absence of certain
      footnote information.




5.9  No
      Material Adverse Change .
      Since
      the date of the most recent SEC Report, there has been no material adverse
      change in the business or financial condition of Buyer and its Subsidiaries
      taken as a whole.




**EXCEPT
      FOR THE REPRESENTATIONS AND WARRANTIES OF BUYER SET FORTH IN THIS AGREEMENT,
      NEITHER BUYER NOR ANY EMPLOYEES, AGENTS OR ANY OTHER RELATED PERSONS MAKES
      ANY
      OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AND BUYER
      HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY NOT SET FORTH IN THIS
      AGREEMENT.**




25


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**




**ARTICLE
      VI**


**COVENANTS**




6.1  Conduct
      of the Business .
      From
      the date hereof until the Closing Date, Sellers shall cause the Company to
      (i)
      operate its business in the ordinary course in all material respects, (ii)
      promptly advise Buyer of any material adverse change in the Company that has
      occurred or that would reasonably be expected to occur, (iii) comply in all
      material respects with all Laws applicable to the Company in the conduct of
      its
      business, (iv) use reasonable efforts to maintain its assets and properties
      in
      operating condition in all material respects (ordinary wear and tear excepted),
      (v) use reasonable efforts to keep available the services of its officers and
      employees, (vi) perform all of its material obligations under the Scheduled
      Contracts, and (vii) make all Filings and pay any fees necessary to maintain
      in
      good standing all Permits. From the date hereof until the Closing Date, Sellers
      shall not permit the Company to do or take any action that would have been
      required to be disclosed on Schedule
      3.9 if it
      had been taken prior to the date hereof.




6.2  Access .
      From
      the date of this Agreement until the Closing, Sellers shall cause the Company
      to
      give Buyer and its lenders, financial sources and authorized representatives
      full access to the personnel, offices, properties, books and records of the
      Company and shall furnish Buyer and its lenders, financial sources and
      authorized representatives with such financial and operating data and other
      information concerning the Company as may reasonably be requested and as may
      be
      in the possession or control of the Company. Without limiting the generality
      of
      the foregoing, from the date of this Agreement to the Closing, to the extent
      permitted by applicable Law, Sellers shall inform Buyer of, and consult with
      Buyer concerning, all material transactions and decisions affecting the business
      of the Company, with the understanding that management of the Company will
      have
      final decision making authority through the Closing Date.




6.3  Government
      Filings .
      The
      Company, Buyer and Sellers, each agree to use his, her or its respective
      commercially reasonable efforts to (i) obtain any and all licenses, permits,
      consents, approvals, authorizations, qualifications and orders of federal,
      state, local and foreign Governmental Entities as are required in connection
      with the consummation of the transactions contemplated hereby; (ii) defend
      any
      lawsuits or other legal proceedings, whether judicial or administrative, whether
      brought derivatively or on behalf of third parties (including Governmental
      Entities or officials), challenging this Agreement or the consummation of the
      transactions contemplated hereby, and (iii) furnish to each other such
      information and assistance and to consult with respect to the terms of any
      registration, filing, application or undertaking as reasonably may be requested
      in connection with the foregoing.




6.4  Further
      Actions .
      Each
      Party shall use commercially reasonable efforts to take, or cause to be taken,
      all actions and to do, or cause to be done, all things necessary, proper or
      advisable under applicable Law to consummate and make effective the transactions
      contemplated by this Agreement.




26


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**




6.5  Tax
      Returns .
      The
      Company shall prepare or cause to be prepared and file or cause to be filed
      all
      Returns (including any amendments thereto) for the Company for all Tax periods,
      whether ending on or prior to the Closing Date.




6.6  No
      Solicitation of Other Proposals .




(a)  From
      the
      date hereof until the earlier of the Closing or the termination of this
      Agreement in accordance with its terms, neither the Company nor any Seller
      shall
      intentionally, authorize or permit any of its respective officers, directors,
      members, managers, employees, representatives or agents (collectively, the
      “ Company
      Representatives ”)
      directly or indirectly to, (i) solicit, facilitate, initiate, encourage or
      take
      any action to solicit, facilitate, initiate or encourage, any inquiries or
      communications or the making of any proposal or offer that constitutes or may
      constitute an Acquisition Proposal or (ii) participate or engage in any
      discussions or negotiations with, or provide any information to or take any
      other action with the intent to facilitate the efforts of, any Person concerning
      any possible Acquisition Proposal or any inquiry or communication which might
      reasonably be expected to result in an Acquisition Proposal. For purposes of
      this Agreement, the term “ Acquisition
      Proposal ”
shall
      mean any inquiry, proposal or offer from any Person (other than Buyer or any
      of
      its Affiliates) relating to any merger, consolidation, recapitalization,
      liquidation or other direct or indirect business combination or reorganization,
      involving the Company or the issuance or acquisition of shares of capital stock
      or other securities of the Company or any tender or exchange offer that if
      consummated would result in any Person, together with all Affiliates thereof,
      beneficially owning shares of capital stock or other securities of the Company,
      or the sale, lease, exchange, license (whether exclusive or not), or other
      disposition of any significant portion of the business or other assets of either
      Company. The Company shall immediately cease and cause to be terminated and
      shall cause all Company Representatives to immediately terminate and cause
      to be
      terminated all existing discussions or negotiations with any Persons conducted
      heretofore with respect to, or that could reasonably be expected to lead to,
      an
      Acquisition Proposal. The Company shall promptly notify the Company
      Representative of its obligations under this Section 6.6 .
      Without
      limiting the foregoing, it is agreed that any violation of the restrictions
      set
      forth above by any Affiliate of the Company or any Company Representative,
      whether or not such Person is purporting to act on behalf of either Company,
      shall be deemed to be a breach of this Section 6.6 by the
      Company.




(b)  From
      the
      date hereof until the earlier of the Closing or the termination of this
      Agreement in accordance with its terms, no member, manager, director or
      committee of the Company shall (i) approve or recommend, or propose to approve
      or recommend, any Acquisition Proposal other than the sale of the Membership
      Interests to Buyer contemplated by this Agreement, (ii) subject to applicable
      Law, withdraw or modify or propose to withdraw or modify in a manner adverse
      to
      Buyer its approval or recommendation of the sale of the Membership Interests
      to
      Buyer, this Agreement or the transactions contemplated hereby, (iii) approve,
      enter or permit or cause either Company to enter, into any letter of intent,
      agreement in principle, acquisition agreement or other similar agreement related
      to any Acquisition Proposal or (iv) resolve or announce its intention to do
      any
      of the foregoing.




27


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**




(c)  In
      addition to the other obligations of the Company set forth in this Section
      6.6,
      the Company shall immediately advise Buyer orally and in writing of any
      Acquisition Proposal, any request for information with respect to any
      Acquisition Proposal, or any inquiry with respect to or which could result
      in an
      Acquisition Proposal, and the identity of the Person making the same.




6.7  Noncompetition
      and Nonsolicitation .




(a)  Each
      of
      Rudy Kraus, Steve Friedman and Ronald Croce (the “ Noncompete
      Parties ”)
      acknowledge and agree that Buyer is relying on the covenants and agreements
      in
      this Section 6.7 as a material inducement to consummate the transactions
      contemplated by this Agreement and that Buyer would not enter into this
      Agreement or consummate the transactions contemplated hereby but for the
      agreements of each of the Noncompete Parties in this Section 6.7. Buyer
      acknowledges that the Noncompete Parties are owners of Validus, LLC
      (“ Validus ”)
      and
      DSAEncore, LLC (“ DSAEncore ”)
      who
      together with their subsidiaries engage in activities that could be viewed
      as
      competitive with the Company. It is the intention of Section 6.7 to provide
      a
      limited restrictive covenant to prevent the Noncompete Parties from engaging
      in
      one particular aspect of the Company’s business namely providing turn-key
      design, procurement, construction management and installation services for
      mission critical facilities with an initial contract value in excess of $5
      million (the “ Business ”);
      provided that nothing contained in this Agreement shall limit the ability of
      DSAEncore to engage in the Business with the customers set forth on Schedule
      6.7.




(b)  Each
      of
      the Noncompete Parties agree that engagement by any of them or their Affiliates
      in the Business would cause irreparable damage to Buyer. For a time period
      of
      two (2) calendar years following the Closing Date ( provided ,
      that
      the obligations hereunder of the Noncompete Parties shall be extended by adding
      to such term the length of time, if any, during which any of them and/or their
      respective Affiliates shall be or remain in violation of their obligations
      under
      this Section 6.7) (the “ Noncompete
      Term ”),
      none
      of the Noncompete Parties shall, without the prior written consent of Buyer,
      (i)
      directly or indirectly, alone or as an equity holder (other than as a holder
      of
      less than 5% of the capital stock of any publicly traded corporation), partner,
      officer, director, employee, consultant, independent contractor, agent or
      otherwise engage in the Business (ii) with respect to the Business only, divert,
      or in any way attempt to divert, any customer or prospect of the Buyer or the
      Company from engaging in business with the Company or Buyer , or (iii) solicit
      or encourage any officer, employee or consultant of Buyer or the Company to
      leave their employ for employment by or with any of them or any of their
      respective Affiliates.




(c)  If
      at any
      time the provisions of this Section 6.7 shall be determined to be invalid or
      unenforceable, by reason of being vague or unreasonable as to area, duration
      or
      scope of activity, then this Section 6.7 shall be considered divisible and
      shall
      become and be immediately amended to only such area, duration and scope of
      activity as shall be determined to be reasonable and enforceable by the court
      or
      other body having jurisdiction over the matter; and all of the parties hereto
      agree that this Section 6.7 as so amended shall be valid and binding as though
      any invalid or unenforceable provision had not been included
      herein.


28
 **Portions
          of this Agreement were omitted and have been filed separately with the
          Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 24b-2 of the Securities Exchange Act of
          1934.**


6.8  Litigation
      Support .
      In the
      event and for so long as any Party actively is contesting or defending against
      any action,
      suit, proceeding, hearing, investigation, charge, complaint, claim or demand
      in
      connection with (a) any transaction contemplated under this Agreement or (b)
      any
      fact, situation, circumstance, status, condition, activity, practice, plan,
      occurrence, event, incident, action, failure to act or transaction on or prior
      to the Closing Date involving any Seller, each of the other Parties shall
      cooperate with him or it and his or its counsel in the contest or defense and
      provide such testimony and access to its books and records as shall be necessary
      in connection with the contest or defense, provided that any reasonable actual,
      out-of-pocket costs incurred as a result of such cooperation shall be reimbursed
      to the cooperating party.




6.9  Cooperation
      as to Taxes .
      After
      the Closing, upon reasonable written notice, Buyer and Sellers shall furnish
      or
      cause to be furnished to each other, as promptly as practicable, such
      information and assistance (to the extent within the control of such party)
      relating to the Company (including access to books and records) as is reasonably
      necessary for the filing of all Tax returns, and the making of any election
      related to Taxes, the preparation for any audit by any Governmental Authority,
      and the prosecution or defense of any claim, suit or proceeding related to
      any
      Tax return. Sellers and Buyer shall reasonably cooperate with each other in
      the
      conduct of any audit or other proceeding relating to Taxes involving the
      Company. Buyer agrees that for a period of four (4) years after the Closing
      Date, it will maintain and preserve the books, records and files relating to
      the
      Company prior to Closing, and Seller and its Affiliates (at their own expense)
      shall have the right after the Closing to reasonably inspect and to make copies
      of the same upon reasonable prior notice at a mutually agreed time during normal
      business hours for any purposes of this Section.





**ARTICLE
      VII**


**CONDITIONS
      TO CLOSING**




7.1  Conditions
      Precedent to Buyer’s Obligations .
      The
      obligation of Buyer to consummate the Closing and the other transactions
      contemplated by this Agreement is expressly subject to the fulfillment or
      express written waiver of the following conditions on or prior to the Closing
      Date:




(a)  Representations
      and Warranties True .
      Each of
      the representations and warranties contained in Article III and Article IV
      shall
      be true and correct in all material respects at and as of the Closing, except
      for those (x) representations and warranties that are qualified by materiality,
      which representations and warranties shall be true and correct in all respects,
      and (y) representations and warranties that expressly relate to an earlier
      date,
      in which case such representation and warranty shall be true and correct as
      of
      such earlier date.


29
 **Portions
          of this Agreement were omitted and have been filed separately with the
          Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 24b-2 of the Securities Exchange Act of
          1934.**


(b)  Covenants
      Performed .
      The
      Company and each Seller shall have performed, on or before the Closing Date,
      all
      material obligations contained in this Agreement which by the terms hereof
      are
      required to be performed by it on or before the Closing Date.




(c)  Compliance
      Certificate .
      Buyer
      shall have received the certificates signed by an officer of the Company and
      each Seller, certifying as to the matters set forth in Sections 7.1(a) and 7.1(b) above.




(d)  Required
      Consents and Approvals .
      All of
      the approvals, consents and licenses listed on Schedule 7.1(d) shall
      have been obtained.




(e)  No
      Injunction, Etc. There
      shall not be any order of any court or governmental agency restraining or
      invalidating the material transactions which are the subject of this
      Agreement.




(f)  Deliverables .
      The
      Company and the Sellers shall have delivered the items set forth in Section 2.3(b) .




(g)  Termination
      of Agreement .
      The
      Company shall have terminated the Administrative Support Agreement with DSA
      Encore, LLC.




(h)  Employment
      Agreements .
      Each of
      Messrs. James Embley, Eric Holzworth and William Pirrone shall have (i)
      terminated all existing employment agreements with the Company entered into
      prior to the date hereof, and (ii) executed and delivered Employment Agreements,
      as of the date hereof, to Buyer.




(i)  Legal
      Opinion .
      The
      Sellers shall have delivered to Buyer an opinion, dated the Closing Date, of
      Berkowitz, Trager & Trager, LLC, counsel to the Company, in form and
      substance reasonably satisfactory to Buyer.




(j)  Good
      Standing Certificates .
      The
      Company shall have delivered to Buyer a certificate of good standing from the
      Secretary of State of the State of Delaware and the Secretary of State or other
      appropriate authority of each jurisdiction in which it is qualified or licensed
      to do business. Each such certificate shall be dated no more than 10 Business
      Days prior to the Closing Date.




(k)  No
      Material Adverse Effect .
      From
      and including the date hereof, there shall not have occurred any event and
      no
      circumstance shall exist which, alone or together with any one or more other
      events or circumstances has had, is having or would reasonably be expected
      to
      have a Material Adverse Effect.




(l)  Working
      Capital .
      On the
      Closing Date, the Company shall have working capital (defined as current assets
      minus current liabilities as determined in accordance with GAAP) of at least
      $200,000 and Sellers shall deliver to Buyer a certificate, signed by the Chief
      Financial Officer (or comparable person) of the Company, certifying to such
      amount.




30


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**




(m)  Operating
      Agreement .
      The
      existing Operating Agreement of the Company shall have been
      terminated.




7.2  Conditions
      Precedent to the Company’s and Seller’s Obligations .
      The
      obligation of the Company and each Seller to consummate this Agreement and
      the
      other transactions contemplated by this Agreement is expressly subject to the
      fulfillment or express written waiver of the following conditions on or prior
      to
      the Closing Date:




(a)  Representations
      and Warranties True .
      Each of
      the representations and warranties of Buyer contained in Article V shall be
      true
      and correct in all material respects at and as of the Closing.




(b)  Obligations
      Performed .
      Buyer
      shall have performed in all material respects, on or before the Closing Date,
      all obligations contained in this Agreement which by the terms hereof are
      required to be performed by Buyer on or before the Closing Date.




(c)  Compliance
      Certificate .
      The
      Company shall have received a certificate signed by an authorized officer of
      Buyer certifying as to the matters set forth in Section 7.2(b) .




(d)  Deliverables .
      The
      Buyer shall have delivered the items set forth in Section 2.3(a) .




(e)  Legal
      Opinion .
      The
      Buyer shall have delivered to the Sellers an opinion, dated the Closing Date,
      of
      Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., counsel to the Buyer, in
      form and substance reasonably satisfactory to Sellers.




(f)  No
      Injunction, Etc .
      There
      shall not be any order of any court or governmental agency restraining or
      invalidating the material transactions which are the subject of this
      Agreement.




(g)  No
      Material Adverse Change .
      From
      and including the date hereof, there shall not have occurred any event and
      no
      circumstance shall exist which, alone or together with any one or more other
      events or circumstances has had, is having or would reasonably be expected
      to
      result in a material adverse change in Buyer.


31
 **Portions
          of this Agreement were omitted and have been filed separately with the
          Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 24b-2 of the Securities Exchange Act of
          1934.**


**ARTICLE
      VIII**


**INDEMNIFICATION
      OBLIGATIONS**




8.1  Survival .
      Each of
      the representations and warranties of the Company and the Sellers contained
      in
      Articles III and IV of this Agreement shall survive the Closing and not
      terminate until one year from the Closing Date, except that the representations
      and warranties set forth in Sections 3.1, 3.2, 3.5 , 3.16 ,
      3.17, 4.1 ,
      and 4.2 shall
      not terminate and shall survive indefinitely subject to the applicable statute
      of limitations. Notwithstanding the foregoing, any representation or warranty
      in
      respect of which indemnity may be sought under Article VIII of this Agreement
      shall survive the time at which it would otherwise terminate pursuant to this
      Section 8.1 if
      written notice of a good faith claim for indemnification in respect of such
      representation or warranty shall have been duly given prior to such time, in
      which event such representation or warranty shall survive solely with respect
      to
      such claim until the final resolution thereof.




Notwithstanding
      the foregoing, if Buyer has actual knowledge at or before the Closing of any
      breach or non-fulfillment of a representation, warranty, covenant or agreement
      herein by Seller and Buyer nevertheless proceeds to consummate the transaction
      contemplated hereby, then without further act on the part of any party hereto,
      Buyer shall be deemed to have waived its rights with respect to such breach
      or
      non-fulfillment (but not without respect to any other breach or
      non-fulfillment).




8.2  Sellers’
      Indemnification Obligations .
      From
      and after the Closing, the Sellers, severally, and not jointly (proportionately,
      in accordance with their respective Seller’s Proportionate Interest), agree to
      indemnify and hold Buyer and its Affiliates, including the Company, and their
      respective officers, directors and shareholders, but only in their capacities
      as
      such, (the “ Buyer
      Indemnified Parties ”)
      harmless and shall reimburse Buyer Indemnified Parties first pursuant to the
      Escrow Agreement, second by means of set-off against Note A and the Earn-Out
      Payments and then personally for any Damages incurred or suffered by Buyer
      Indemnified Parties arising out of any misrepresentation or breach of
      representation or warranty, covenant or agreement made or to be performed by
      any
      Seller (or the Company) under this Agreement.




Notwithstanding
      anything contained in this Agreement to the contrary, (i) Sellers shall have
      no
      liability (for indemnification or otherwise) with respect to claims under this
      Section 8.2 until the total of all Damages with respect to such matters exceeds
      Fifty Thousand Dollars ($50,000) (the “ Basket ”)
      and
      then for the amount of all Damages, including the Basket, and (ii) the aggregate
      liability of Sellers under this Article VIII shall in no event exceed the sum
      of
      Four Million ($4,000,000) Dollars (the “ Cap ”);
      provided, however, that neither the Basket nor the Cap shall be taken into
      account if the Damages relate to any breach of a representation or warranty
      set
      forth in Sections 3.1, 3.2. 3.5, 3.16, 3.17, 4.1 or 4.2 or for any shortfall
      of
      the working capital as set forth in the certificate delivered to Buyer at
      Closing.




For
      purposes of this Article VIII, all “Damages” shall be computed net of any
      insurance coverage with respect thereto that reduces the Damages that would
      otherwise be sustained; provided, however, that in all cases, the timing of
      the
      receipt or realization of insurance proceeds shall be taken into account in
      determining the amount of reduction of Damages.




32


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**




8.3  Notice
      of Claim .
      If a
      claim is asserted against a Buyer Indemnified Party by a third party (a
“ Third
      Party Claim ”)
      that
      could reasonably be expected to give such Buyer Indemnified Party the right
      to
      be indemnified under this Article VIII, or if a Buyer Indemnified Party believes
      that it is entitled to indemnification under this Article VIII on the basis
      of a
      direct claim against such Buyer Indemnified Party under this Agreement (a
“ Direct
      Claim ”),
      then
      the Buyer Indemnified Party seeking indemnification hereunder shall give written
      notice thereof (a “ Notice
      of Claim ”)
      to the
      applicable Sellers (collectively the “ Indemnifying
      Party ”)
      as
      promptly as is practicable from the date on which the Buyer Indemnified Party
      obtains knowledge of such claim (but in no event later than the applicable
      survival period set forth in Section 8.1 above), provided that a delay in
      notifying the Indemnifying Party shall not relieve the Indemnifying Party of
      its
      obligations under this Agreement except to the extent that (and only to the
      extent that) the Indemnifying Party is materially prejudiced by such delay.
      The
      Notice of Claims shall specify whether the claim is a Third Party Claim or
      a
      Direct Claim, and shall set forth in reasonable detail the grounds and the
      amount or estimated amount of the claim.




8.4  Direct
      Claims .
      The
      Indemnifying Party shall have 20 Business Days from receipt of the Notice of
      Claim with respect to any Direct Claim to deliver to the Buyer Indemnified
      Party
      a written notice objecting to any item or amount set forth in the Notice of
      Claim (a “ Direct
      Claim Counter Notice ”).
      If no
      such objection if given in a timely manner, the Indemnifying Party shall be
      deemed to have consented and agreed to such item or amount. Should the Parties,
      within such 20 Business Days period (subject to any possible extensions agreed
      between them), agree, in whole or in part, upon the Indemnifying Party’s
      liability for Damages, the Indemnified Party shall, pursuant to the terms of
      this Agreement, pay the Buyer Indemnified Party for the entire agreed upon
      amount of Damages.




8.5  Third
      Party Claims .
      Upon
      receipt by the Indemnifying Party of a Notice of Claim with respect to a Third
      Party Claim, the Indemnifying Party shall have the right to assume the defense
      of such Third Party Claim with counsel reasonably satisfactory to the Buyer
      Indemnified Party and the Buyer Indemnified Party shall cooperate to the extent
      reasonably requested by the Indemnifying Party in the defense or prosecution
      thereof, provided that the Buyer Indemnified Party is reimbursed by the
      Indemnifying Party for its actual out-of-pocket costs in connection therewith.
      If the Indemnifying Party elects to assume the defense of such claim, the Buyer
      Indemnified Party shall have the right to employ its own counsel in any such
      case, but the fees and expenses of such counsel shall be at the expense of
      the
      Buyer Indemnified Party, unless there is, under applicable standards of conduct,
      a conflict on any significant issue between Indemnifying Party and the Buyer
      Indemnified Party, in which case the reasonable fees and expenses of one such
      counsel shall be at the expense of the Indemnifying Party. Unless and until
      the
      Indemnifying Party assumes the defense of a Third Party Claim, but in no event
      prior to 20 Business Days from receipt by the Indemnifying Party of the Notice
      of Claim with respect to any Third Party Claim, the Buyer Indemnified Party
      may
      defend against the Third Party Claim in any manner it may reasonably deem
      appropriate, the reasonable costs and expenses of which shall be borne by the
      Indemnifying Party. If the Indemnifying Party has assumed the defense of any
      claim against the Buyer Indemnified Party, the Indemnifying Party shall not
      settle such claim without the prior written consent of the Buyer Indemnified
      Party, which consent shall not be unreasonably withheld, delayed or conditioned.
      If the Indemnifying Party does not assume the defense of a Third Party Claim,
      but does not dispute the Buyer Indemnified Party’s right to indemnification by
      delivering to the Buyer Indemnified Party a written notice objecting to any
      item
      or amount set forth in the Notice of Claim (a “ Third
      Party Claim Counter Notice ”
and
      collectively with the Direct Claim Counter Notice, a “ Counter
      Notice ”),
      the
      Indemnifying Party shall have the right to participate in the defense of such
      claim through counsel of its choice, at the Indemnifying Party’s expense, and
      the Buyer Indemnified Party shall not settle such claim without the prior
      written consent of the Indemnifying Party, which consent shall not be
      unreasonably withheld, delayed or conditioned.




33


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**




8.6  Disputes .
      In the
      event that Sellers or Buyer shall dispute any claim for indemnification made
      hereunder, Buyer and the Sellers’ Representative will attempt to resolve such
      dispute through good faith negotiation. If Buyer and the Sellers’ Representative
      are unable to resolve such dispute through good faith negotiation within 30
      days
      after the Sellers deliver the Counter Notice, the dispute will be settled by
      binding arbitration conducted before a single arbitrator. Either Buyer or the
      Sellers’ Representative may submit the dispute to arbitration. The arbitration
      will be conducted in accordance with the then applicable Commercial Arbitration
      Rules of the American Arbitration Association (“ AAA ”)
      and
      will be held in the State of Maryland. The arbitrator shall be mutually agreed
      upon by Buyer and the Sellers, but if they are unable to agree on an arbitrator,
      the arbitrator shall be appointed by AAA. All arbitration proceedings shall
      be
      closed to the public and confidential. All records relating thereto shall be
      permanently sealed, except as necessary to obtain court confirmation of the
      arbitrator’s decision. The arbitrator will be bound by the terms and conditions
      of this Agreement and shall have no power, in rendering his or her award, to
      alter or depart from any express provision of these agreements, and his or
      her
      failure to observe this limitation shall constitute grounds for vacating the
      award. The award of the arbitrator shall be final and binding upon the parties,
      and judgment upon the award may be entered in any court having jurisdiction
      thereof.




8.7  Buyer’s
      Indemnification Obligations .
      From
      and after the Closing, Buyer agrees to indemnify and hold Sellers and their
      heirs, legal representatives, successors and assigns, (the “ Seller
      Indemnified Parties ”)
      harmless and shall reimburse Seller Indemnified Parties for any Damages incurred
      or suffered by Seller Indemnified Parties arising out of any misrepresentation
      or breach of representation or warranty, covenant or agreement made or to be
      performed by Buyer under this Agreement. Notwithstanding the foregoing, Buyer
      shall have no liability (for indemnification or otherwise) with respect to
      claims under this Section 8.7 until the total of all Damages with respect to
      such matters exceeds Fifty Thousand Dollars ($50,000) and then for the amount
      of
      all Damages. Notwithstanding the foregoing, if a Seller has actual knowledge
      at
      or before the Closing of any breach or non-fulfillment of a representation,
      warranty, covenant or agreement herein by Buyer and Sellers nevertheless proceed
      to consummate the transaction contemplated hereby, then without further act
      on
      the part of any party hereto, each Seller shall be deemed to have waived its
      rights with respect to such breach or non-fulfillment (but not without respect
      to any other breach or non-fulfillment).




8.8  Exclusive
      Remedy .
      Notwithstanding anything contained in this Agreement to the contrary, the
      Parties acknowledge and agree that the indemnities set forth in this Article
      VIII will be the sole and exclusive remedy of the Parties for any breach,
      default, inaccuracy or failure of any of the warranties, representations,
      conditions, covenants or agreements by the other contained in this Agreement,
      whether for Damages or other legal or equitable relief and whether based upon
      contract, tort or upon any other theory of law and,
      with respect to indemnification, where applicable, be subject to the limitations
      and procedures contained in this Article VIII .




34


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**


**ARTICLE
      IX**


**TERMINATION,
      AMENDMENT AND WAIVER**




9.1  Termination .
      This
      Agreement may be terminated:




(a)  at
      any
      time prior to the Closing Date by mutual written agreement of Buyer and the
      Company;




(b)  by
      Sellers, acting unanimously, by written notice to Buyer if any event or
      circumstance occurs that makes it impossible to satisfy any condition precedent
      under Section 7.1(m) (unless
      the failure results primarily from any action or inaction of the Company or
      any
      Seller in violation of the terms of this Agreement);




(c)  by
      Sellers, acting unanimously, by written notice to Buyer if any of Buyer’s
      representations and warranties made in Article V were materially inaccurate
      when
      made or if Buyer is unable to pay the consideration for the Membership Interests
      at the time that the Closing is otherwise required to occur;




(d)  by
      Buyer
      by written notice to each of the Sellers if any event or circumstance occurs
      that makes it impossible to satisfy any condition precedent under
      Section 7.1 (unless
      the failure results primarily from any action or inaction of Buyer in violation
      of the terms of this Agreement); or




(e)  by
      Buyer
      if any of the representations and warranties made in Article III or Article
      IV
      were materially inaccurate when made or if Buyer will not be able to obtain
      good
      title, free of all Encumbrances, to all of the Membership Interests at the
      Closing.




9.2  Effect
      of Termination .
      If this
      Agreement is terminated as permitted by Section 9.1 ,
      such
      termination shall be without liability of any Party to the other Parties. This
      Section 9.2 and the
      provisions of Article X shall survive any termination hereof pursuant to Section 9.1 . The
      termination of this Agreement shall not affect or in any way diminish the
      obligations of Buyer under that certain Confidentiality Agreement dated
      __________, 2007, which obligations shall survive any such
      termination.




**ARTICLE
      X**


**MISCELLANEOUS**




10.1  Expenses;
      Transfer Taxes .
      Except
      as otherwise provided in this Agreement, whether or not the Closing takes place,
      all costs and expenses incurred in connection with this Agreement and the
      transactions contemplated hereby shall be paid by the Party incurring such
      costs
      and expenses. For the avoidance of doubt, the Sellers, and not the Company
      nor
      Buyer, shall be responsible for any and all fees or other costs to any third
      party advisors to the Company or the Sellers incurred prior to the Closing.
      Notwithstanding any provision of this Agreement to the contrary, any transfer,
      documentary, sales, use, registration and other such Taxes incurred in
      connection with the consummation of the transactions contemplated by this
      Agreement shall be borne equally by the Sellers, on the one hand, and Buyer,
      on
      the other hand.


35
 **Portions
          of this Agreement were omitted and have been filed separately with the
          Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 24b-2 of the Securities Exchange Act of
          1934.**


10.2  Notices .
      All
      notices, requests and other communications hereunder shall be in writing and
      shall be sent, delivered or mailed, addressed or sent by
      telecopier:




(a)
            if
                to Buyer (or to any Company after the Closing), to:
              
              Fortress
                  International Group, Inc.
                9841
                  Broken Land Parkway, Suite 100
                Columbia,
                  Maryland 21046
                Attention:
                  Thomas P. Rosato
                Fax:
                  410-312-9979
                
                with
                  a copy to:
                
                Mintz
                  Levin Cohn Ferris Glovsky & Popeo, P.C.
                666
                  Third Avenue
                New
                  York, New York 10017
                Attention:
                  Kenneth R. Koch, Esq.
                Fax:
                  212-983-3115




(b)
            if
                to the Company prior to the Closing, to:
              
              Rubicon
                  Integration, LLC
                16
                  Barbara Drive
                Holmdel,
                  New Jersey 06773
                Attention:_____________
                Fax:
                  _________________
                
                with
                  a copy to (which shall not constitute notice):
                
                Paul
                  Berg, Esq.
                Berkowitz,
                  Trager & Trager, LLC
                8
                  Wright Street
                Westport,
                  Connecticut 26880
                Fax:
                  203-226-3801




(c)
            if
                to a Seller, to the address set forth on such Seller’s signature
                pagehereto.
              
              with
                  a copy to (which shall not constitute notice):
                
                Paul
                  Berg, Esq.
                Berkowitz,
                  Trager & Trager, LLC
                8
                  Wright Street
                Westport,
                  Connecticut 26880
                Fax:
                  203-226-3801


36
 **Portions
          of this Agreement were omitted and have been filed separately with the
          Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 24b-2 of the Securities Exchange Act of
          1934.**


Each
      such
      notice, request or other communication shall be given (i) by mail (postage
      prepaid, registered or certified mail, return receipt requested), (ii) by hand
      delivery, (iii) by nationally recognized courier service or (iv) by telecopier,
      receipt confirmed (with a confirmation copy to be sent by first class mail;
      provided that the failure to send such confirmation copy shall not prevent
      such
      telecopier notice from being effective). Each such notice, request or
      communication shall be effective (i) if mailed, three calendar days after
      mailing at the address specified in this Section 10.2 (or in
      accordance with the latest unrevoked written direction from such Party), (ii)
      if
      delivered by hand or by nationally recognized courier service, when delivered
      at
      the address specified in this Section 10.2 (or in
      accordance with the latest unrevoked written direction from the receiving Party)
      and (iii) if sent by telecopier, when such telecopy is transmitted to the fax
      number specified in this Section 10.2 (or in
      accordance with the latest unrevoked written direction from the receiving
      Party), and the appropriate confirmation is received.




10.3  Severability .
      The
      provisions of this Agreement shall be deemed severable and the invalidity or
      unenforceability of any provision shall not affect the validity or
      enforceability of the other provisions hereof. If any provision of this
      Agreement, or the application thereof to any Person or any circumstance, is
      found to be invalid or unenforceable in any jurisdiction, (i) a suitable and
      equitable provision shall be substituted therefor in order to carry out, so
      far
      as may be valid or enforceable, such provision and (ii) the remainder of this
      Agreement and the application of such provision to other Persons or
      circumstances shall not be affected by such invalidity or unenforceability,
      nor
      shall such invalidity or unenforceability affect the validity or enforceability
      of such provision, or the application thereof, in any other
      jurisdiction.




10.4  Amendments
      and Waivers .
      This
      Agreement may not be amended, supplemented, modified or terminated except by
      an
      instrument in writing signed on behalf of Buyer, the Company and all of the
      Sellers . The Parties hereto may, by an instrument in writing signed on behalf
      of such Party, waive compliance by any other Party with any term or provision
      of
      this Agreement that such other Party was or is obligated to comply with or
      perform. No failure or delay by any Party in exercising any right, power or
      privilege hereunder shall operate as a waiver thereof nor shall any single
      or
      partial exercise thereof preclude any other or further exercise thereof or
      the
      exercise of any other right, power or privilege. No waiver of any of the
      provisions of this Agreement shall be deemed, or shall constitute, a waiver
      of
      any other provision of this Agreement, whether or not similar, nor shall such
      waiver constitute a continuing waiver unless otherwise expressly
      provided.




10.5  Counterparts .
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which shall, taken together, be considered one
      and
      the same agreement. The execution of this Agreement by any of the Parties may
      be
      evidenced by way of a facsimile transmission of such Party’s signature, or a
      photocopy of such facsimile transmission, and such facsimile signature shall
      be
      deemed to constitute the original signature of such Party thereto.


37
 **Portions
          of this Agreement were omitted and have been filed separately with the
          Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 24b-2 of the Securities Exchange Act of
          1934.**
 10.6  Entire
          Agreement .
          This
          Agreement (together with the agreements, Schedules and certificates referred
          to
          herein or delivered pursuant hereto) constitutes the entire agreement and
          supersedes all prior agreements and understandings, both written and oral,
          among
          the parties with respect to the subject matter hereof.




10.7  No
      Third Party Beneficiaries .
      Except
      for the rights of the Buyer Indemnified Parties under Article VIII, this
      Agreement is intended solely for the benefit of the Parties hereto and is not
      intended to confer upon any other Person any rights or remedies.




10.8  Governing
      Law .
      This
      Agreement and all claims arising out of or relating to it shall be governed
      by
      and construed in accordance with the Laws of the State of Delaware, without
      regard to the conflicts of Laws rules thereof.




10.9  Consent
      to Jurisdiction; Waiver of Jury Trial .
      Each of
      the parties hereto irrevocably submits to the exclusive jurisdiction of the
      United States District Court for the District of Maryland, or if such court
      does
      not have jurisdiction, the Howard County Circuit Court located in Ellicott
      City,
      Maryland, or if such court does not have jurisdiction, the Howard County
      District Court, located in Ellicott City, Maryland, for the purposes of any
      suit, action or other proceeding arising out of this Agreement or any
      transaction contemplated hereby. Each of the parties hereto further agrees
      that
      service of any process, summons, notice or document by U.S. certified mail
      to
      such Party’s respective address set forth in Section 10.2 shall be
      effective service of process for any Legal Proceeding in Maryland with respect
      to any matters to which it has submitted to jurisdiction as set forth above
      in
      the immediately preceding sentence. Each of the parties hereto irrevocably
      and
      unconditionally waives any objection to the laying of venue of any Legal
      Proceeding arising out of this Agreement or the transactions contemplated hereby
      in (i) the United States District Court for the District of Maryland or (ii)
      the
      Howard County Circuit Court or Howard County District Court, and hereby further
      irrevocably and unconditionally waives and agrees not to plead or claim in
      any
      such court that any such Legal Proceeding brought in any such court has been
      brought in an inconvenient forum. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
      WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
      OF
      OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
      HEREBY.




10.10  Publicity .
      Subject
      to its legal obligations (including requirements of stock exchanges and other
      similar regulatory bodies), the Parties shall consult with each other with
      respect to the timing and content of all announcements regarding this Agreement
      or the transactions contemplated hereby and shall use reasonable efforts to
      agree upon the text of any such announcement prior to its release; provided,
      however, that, to the extent that any announcement regarding this Agreement
      or
      the transactions contemplated hereby is made at any time, each Party may issue
      further announcements (including press releases, tombstones and similar
      announcements) without the consent of the other Party so long as such further
      announcements are consistent with, and not broader in scope than, the previously
      issued announcement.


38
 **Portions
          of this Agreement were omitted and have been filed separately with the
          Secretary
          of the Commission pursuant to the Company’s application requesting confidential
          treatment under Rule 24b-2 of the Securities Exchange Act of
          1934.**


10.11  Assignment .
      Neither
      this Agreement nor any of the rights or obligations hereunder shall be assigned
      by any of the Parties without the prior written consent of each of the other
      Parties, except that Buyer may (i) assign any of its rights under this Agreement
      to any one or more Affiliates, (ii) make a collateral assignment of any rights
      or benefits hereunder to any lender, or (iii) assign any or all of its rights,
      interests or obligations hereunder in connection with any sale of Buyer or
      the
      Company of all or substantially all of the assets of Buyer or the Company;
      provided, however, that notwithstanding any such assignment, Buyer shall be
      and
      remain, jointly and severally with such assignee, primarily liable for all
      of
      the obligation of the “Buyer” under this Agreement.. Subject to the preceding
      sentence, this Agreement will be binding upon, inure to the benefit of and
      be
      enforceable by the Parties and their respective successors and permitted
      assigns. Any attempted assignment in violation of the terms of this 10.11 shall be
      null and void, ab  initio .
      Assignment by any Party in accordance with the terms of this 10.11 shall
      not relieve the assignor of any liability.




10.12  Construction .
      The
      parties have participated jointly in the negotiation and drafting of this
      Agreement. In the event an ambiguity or question of intent or interpretation
      arises, this Agreement shall be construed as of drafted jointly by the parties
      and no presumption of burden of proof shall arise favoring or disfavoring any
      party by virtue of the authorship of any of the provisions of this Agreement.
      References in this Agreement to any gender include references to all genders,
      and references to the singular include references to the plural and vice versa.
      The words “include”, “includes” and “including” when used in this Agreement
      shall be deemed to be followed by the phrase “without limitation”. Unless the
      context otherwise requires, references in this Agreement to Articles, Sections,
      Exhibits and Schedules shall be deemed references to Articles and Sections
      of,
      and Exhibits and Schedules to this Agreement. Unless the context otherwise
      requires, the words “hereof”, “hereby”, “hereunder” and “herein” and words of
      similar meaning when used in this Agreement refer to this Agreement in its
      entirety and not to any particular Article, Section or provision of this
      Agreement. All references in this Agreement to “dollars” and “$” are to United
      States dollars. Any definition of or reference to any Law, agreement, instrument
      or other document herein will be construed as referring to such Law, agreement,
      instrument or other document as from time to time amended, supplemented or
      otherwise modified. Any definition of or reference to any statute will be
      construed as referring also to any rules and regulations promulgated
      thereunder.









**[SIGNATURE
      PAGE FOLLOWS]**




39


**Portions
        of this Agreement were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company’s application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of
        1934.**


IN
      WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
      as
      of the day and year first above written.









FORTRESS
      INTERNATIONAL GROUP, INC. RUBICON
      INTEGRATION, LLC


By:/s/
                  Thomas P.
                  Rosato
              
              By:/s/
                  James
                  EmbleyName:Thomas
                  P.
                  Rosato
              
              Name:James
                  EmbleyTitle:
                  Chief Executive Officer
              
              Title:
                  Chief Executive Officer