Exhibit 10.3STOCK PURCHASE AGREEMENT          This Stock Purchase Agreement (“Agreement”) is made as of December 29, 2006, by AduddellIndustries, Inc., an Oklahoma corporation (“Buyer”), and Greg Hayden, an individual resident in NewYork (“Seller”).RECITALS          Seller desires to sell, and Buyer desires to purchase, all of the issued and outstandingshares (the “Shares”) of capital stock of Hayden Building Maintenance Corp.. (“Hayden”), and HudsonValley Roofing and Sheet Metal, Inc. (“Hudson”), both New York corporations (collectively the“Company”), for the consideration and on the terms set forth in this Agreement.AGREEMENT          The parties, intending to be legally bound, agree as follows:          1. Definitions. For purposes of this Agreement, the following terms have the meanings specified or referredto in this Section 1:          “Acquired Companies”—Hayden, Hudson and their respective Subsidiaries, collectively.          “Adjustments”—as set forth in Section 2.5.          “Applicable Contract”—any Contract (a) under which any Acquired Company has or mayacquire any rights, (b) under which any Acquired Company has or may become subject to anyobligation or liability, or (c) by which any Acquired Company or any of the assets owned or used byit is or may become bound.          “Balance Sheet”—the consolidated balance sheet of the Acquired Companies prepared inaccordance with generally accepted account principles (“GAAP”), including the notes thereto as atSeptember 30, 2006 (reviewed by certified public accountants).          “Best Efforts”—the efforts that a prudent Person desirous of achieving a result woulduse in similar circumstances to ensure that such result is achieved as expeditiously as possible.          “Breach”—a “Breach” of a representation, warranty, covenant, obligation, or otherprovision of this Agreement or any instrument delivered pursuant to this Agreement will be deemedto have occurred if there is or has been (a) any inaccuracy in or breach of, or any failure toperform or comply with, such representation, warranty, covenant, obligation, or other provision, or(b) any claim (by any Person) or other occurrence or circumstance that is or was inconsistent withsuch representation, warranty, covenant, obligation, or other provision, and the term “Breach”means any such inaccuracy, breach, failure, claim, occurrence, or circumstance.          “Buyer”—as defined in the first paragraph of this Agreement.
 

 
          “Closing”—as defined in Section 2.3.          “Closing Date”—the date and time as of which the Closing actually takes place.          “Company”—as defined in the Recitals of this Agreement.          “Consent”—any approval, consent, ratification, waiver, or other authorization(including any Governmental Authorization).          “Contemplated Transactions”—all of the transactions contemplated by this Agreement,including:          (a) the sale of the Shares by Seller to Buyer;          (b) the execution, delivery, and performance of the Employment Agreements, the Seller’sRelease, and the Escrow Agreement;          (c) the performance by Buyer and Seller of their respective covenants and obligations underthis Agreement; and          (d) Buyer’s acquisition and ownership of the Shares and exercise of control over the AcquiredCompanies.          “Contract”—any agreement, contract, obligation, promise, or undertaking (whetherwritten or oral and whether express or implied) that is legally binding.          “Damages”—as defined in Section 10.2.          “Disclosure Letter”—the disclosure letter delivered by Seller to Buyer concurrentlywith the execution and delivery of this Agreement.          “Employment Agreement”—as defined in Section 2.4(a)(iii).          “Encumbrance”—any charge, claim, community property interest, condition, equitableinterest, lien, option, pledge, security interest, right of first refusal, or restriction of anykind, including any restriction on use, voting, transfer, receipt of income, or exercise of anyother attribute of ownership.          “Environment”—soil, land surface or subsurface strata, surface waters (includingnavigable waters, ocean waters, streams, ponds, drainage basins, and wetlands), groundwaters,drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life,and any other environmental medium or natural resource.          “Environmental, Health, and Safety Liabilities”—any cost, damages, expense,liability, obligation, or other responsibility arising from or under Environmental Law orOccupational Safety and Health Law and consisting of or relating to:
2

 
          (a) any environmental, health, or safety matters or conditions (including on-site or off-sitecontamination, occupational safety and health, and regulation of chemical substances or products);          (b) fines, penalties, judgments, awards, settlements, legal or administrative proceedings,damages, losses, claims, demands and response, investigative, remedial, or inspection costs andexpenses arising under Environmental Law or Occupational Safety and Health Law;          (c) financial responsibility under Environmental Law or Occupational Safety and Health Law forcleanup costs or corrective action, including any investigation, cleanup, removal, containment, orother remediation or response actions (“Cleanup”) required by applicable Environmental Law orOccupational Safety and Health Law (whether or not such Cleanup has been required or requested byany Governmental Body or any other Person) and for any natural resource damages; or          (d) any other compliance, corrective, investigative, or remedial measures required underEnvironmental Law or Occupational Safety and Health Law.          The terms “removal,” “remedial,” and “response action,” include the types of activitiescovered by the United States Comprehensive Environmental Response, Compensation, and Liability Act,42 U.S.C. § 9601 *et seq*., as amended (“CERCLA”).          “Environmental Law”—any Legal Requirement that requires or relates to:          (a) advising appropriate authorities, employees, and the public of intended or actual releasesof pollutants or hazardous substances or materials, violations of discharge limits, or otherprohibitions and of the commencements of activities, such as resource extraction or construction,that could have significant impact on the Environment;          (b) preventing or reducing to acceptable levels the release of pollutants or hazardoussubstances or materials into the Environment;          (c) reducing the quantities, preventing the release, or minimizing the hazardouscharacteristics of wastes that are generated;          (d) assuring that products are designed, formulated, packaged, and used so that they do notpresent unreasonable risks to human health or the Environment when used or disposed of;          (e) protecting resources, species, or ecological amenities;          (f) reducing to acceptable levels the risks inherent in the transportation of hazardoussubstances, pollutants, oil, or other potentially harmful substances;          (g) cleaning up pollutants that have been released, preventing the threat of release, orpaying the costs of such clean up or prevention; or
3

 
          (h) making responsible parties pay private parties, or groups of them, for damages done totheir health or the Environment, or permitting self-appointed representatives of the publicinterest to recover for injuries done to public assets.          “ERISA”—the Employee Retirement Income Security Act of 1974 or any successor law, andregulations and rules issued pursuant to that Act or any successor law.          “Escrow Agreement”—as defined in Section 2.4.          “Facilities”—any real property, leaseholds, or other interests currently or formerlyowned or operated by any Acquired Company and any buildings, plants, structures, or equipment(including motor vehicles, tank cars, and rolling stock) currently or formerly owned or operated byany Acquired Company.          “GAAP”—generally accepted United States accounting principles, applied on a basisconsistent with the basis on which the Balance Sheet and the other financial statements referred toin Section 3.4(b) were prepared.          “Governmental Authorization”—any approval, consent, license, permit, waiver, or otherauthorization issued, granted, given, or otherwise made available by or under the authority of anyGovernmental Body or pursuant to any Legal Requirement.          “Governmental Body”—any:          (a) nation, state, county, city, town, village, district, or other jurisdiction of any nature;          (b) federal, state, local, municipal, foreign, or other government;          (c) governmental or quasi-governmental authority of any nature (including any governmentalagency, branch, department, official, or entity and any court or other tribunal);          (d) multi-national organization or body; or          (e) body exercising, or entitled to exercise, any administrative, executive, judicial,legislative, police, regulatory, or taxing authority or power of any nature.          “Hazardous Activity”—the distribution, generation, handling, importing, management,manufacturing, processing, production, refinement, Release, storage, transfer, transportation,treatment, or use (including any withdrawal or other use of groundwater) of Hazardous Materials in,on, under, about, or from the Facilities or any part thereof into the Environment, and any otheract, business, operation, or thing that increases the danger, or risk of danger, or poses anunreasonable risk of harm to persons or property on or off the Facilities, or that may affect thevalue of the Facilities or the Acquired Companies.          “Hazardous Materials”—any waste or other substance that is listed, defined,designated, or classified as, or otherwise determined to be, hazardous, radioactive, or toxic or apollutant or a contaminant under or pursuant to any Environmental Law, including any
4

 
admixture or solution thereof, and specifically including petroleum and all derivativesthereof or synthetic substitutes therefor and asbestos or asbestos-containing materials.          “HSR Act”—the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or any successorlaw, and regulations and rules issued pursuant to that Act or any successor law.          “Intellectual Property Assets” —as defined in Section 3.22.          “Interim Balance Sheet”—an unaudited consolidated balance sheet of the AcquiredCompanies as at November 30, 2006.          “IRC”—the Internal Revenue Code of 1986 or any successor law, and regulations issuedby the IRS pursuant to the Internal Revenue Code or any successor law.          “IRS”—the United States Internal Revenue Service or any successor agency, and, to theextent relevant, the United States Department of the Treasury.          “Knowledge”—an individual will be deemed to have “Knowledge” of a particular fact orother matter if:          (a) such individual is actually aware of such fact or other matter; or          (b) a prudent individual could be expected to discover or otherwise become aware of such factor other matter in the course of conducting a reasonably comprehensive investigation concerning theexistence of such fact or other matter.          A Person (other than an individual) will be deemed to have “Knowledge” of a particular fact orother matter if any individual who is serving, or who has at any time served, as a director,officer, partner, executor, or trustee of such Person (or in any similar capacity) has, or at anytime had, Knowledge of such fact or other matter.          “Legal Requirement”—any federal, state, local, municipal, foreign, international,multinational, or other administrative order, constitution, law, ordinance, principle of commonlaw, regulation, statute, or treaty.          “Occupational Safety and Health Law”—any Legal Requirement designed to provide safeand healthful working conditions and to reduce occupational safety and health hazards, and anyprogram, whether governmental or private (including those promulgated or sponsored by industryassociations and insurance companies), designed to provide safe and healthful working conditions.          “Order”—any award, decision, injunction, judgment, order, ruling, subpoena, orverdict entered, issued, made, or rendered by any court, administrative agency, or otherGovernmental Body or by any arbitrator.          “Ordinary Course of Business”—an action taken by a Person will be deemed to
5

 
have been taken in the “Ordinary Course of Business” only if:          (a) such action is consistent with the past practices of such Person and is taken in theordinary course of the normal day-to-day operations of such Person;          (b) such action is not required to be authorized by the board of directors of such Person (orby any Person or group of Persons exercising similar authority); and          (c) such action is similar in nature and magnitude to actions customarily taken, without anyauthorization by the board of directors (or by any Person or group of Persons exercising similarauthority), in the ordinary course of the normal day-to-day operations of other Persons that are inthe same line of business as such Person.          “Organizational Documents”—(a) the articles or certificate of incorporation and thebylaws of a corporation; (b) the partnership agreement and any statement of partnership of ageneral partnership; (c) the limited partnership agreement and the certificate of limitedpartnership of a limited partnership; (d) any charter or similar document adopted or filed inconnection with the creation, formation, or organization of a Person; and (e) any amendment to anyof the foregoing.          “Person”—any individual, corporation (including any non-profit corporation), generalor limited partnership, limited liability company, joint venture, estate, trust, association,organization, labor union, or other entity or Governmental Body.          “Plan”—as defined in Section 3.13.          “Proceeding”—any action, arbitration, audit, hearing, investigation, litigation, orsuit (whether civil, criminal, administrative, investigative, or informal) commenced, brought,conducted, or heard by or before, or otherwise involving, any Governmental Body or arbitrator.          “Related Person”—with respect to a particular individual:          (a) each other member of such individual’s Family;          (b) any Person that is directly or indirectly controlled by such individual or one or moremembers of such individual’s Family;          (c) any Person in which such individual or members of such individual’s Family hold(individually or in the aggregate) a Material Interest; and          (d) any Person with respect to which such individual or one or more members of suchindividual’s Family serves as a director, officer, partner, executor, or trustee (or in a similarcapacity).          With respect to a specified Person other than an individual:          (a) any Person that directly or indirectly controls, is directly or indirectly controlled by,or is directly or indirectly under common control with such specified Person;
6

 
          (b) any Person that holds a Material Interest in such specified Person;          (c) each Person that serves as a director, officer, partner, executor, or trustee of suchspecified Person (or in a similar capacity);          (d) any Person in which such specified Person holds a Material Interest;          (e) any Person with respect to which such specified Person serves as a general partner or atrustee (or in a similar capacity); and          (f) any Related Person of any individual described in clause (b) or (c).          For purposes of this definition, (a) the “Family” of an individual includes (i) theindividual, (ii) the individual’s spouse, (iii) any other natural person who is related to theindividual or the individual’s spouse within the second degree, and (iv) any other natural personwho resides with such individual, and (b) “Material Interest” means direct or indirect beneficialownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of voting securitiesor other voting interests representing at least 5% of the outstanding voting power of a Person orequity securities or other equity interests representing at least 10% of the outstanding equitysecurities or equity interests in a Person.          “Release”—any spilling, leaking, emitting, discharging, depositing, escaping,leaching, dumping, or other releasing into the Environment, whether intentional or unintentional.          “Representative”—with respect to a particular Person, any director, officer,employee, agent, consultant, advisor, or other representative of such Person, including legalcounsel, accountants, and financial advisors.          “Securities Act”—the Securities Act of 1933 or any successor law, and regulations andrules issued pursuant to that Act or any successor law.          “Seller”—as defined in the first paragraph of this Agreement.          “Seller’s Release”—as defined in Section 2.4.          “Shares”—as defined in the Recitals of this Agreement.          “Subsidiary”—with respect to any Person (the “Owner”), any corporation or otherPerson of which securities or other interests having the power to elect a majority of thatcorporation’s or other Person’s board of directors or similar governing body, or otherwise havingthe power to direct the business and policies of that corporation or other Person (other thansecurities or other interests having such power only upon the happening of a contingency that hasnot occurred) are held by the Owner or one or more of its Subsidiaries; when used without referenceto a particular Person, “Subsidiary” means a Subsidiary of the Company.          “Tax Return”—any return (including any information return), report, statement,schedule, notice, form, or other document or information filed with or submitted to, or required tobe filed with or submitted to, any Governmental Body in connection with the determination,
7

 
assessment, collection, or payment of any Tax or in connection with the administration,implementation, or enforcement of or compliance with any Legal Requirement relating to any Tax.          “Threat of Release”—a substantial likelihood of a Release that may require action inorder to prevent or mitigate damage to the Environment that may result from such Release.          “Threatened”—a claim, Proceeding, dispute, action, or other matter will be deemed tohave been “Threatened” if any demand or statement has been made (orally or in writing) or anynotice has been given (orally or in writing), or if any other event has occurred or any othercircumstances exist, that would lead a prudent Person to conclude that such a claim, Proceeding,dispute, action, or other matter is likely to be asserted, commenced, taken, or otherwise pursuedin the future.     2. Sale and Transfer of Shares; Closing.          2.1 Shares. Subject to the terms and conditions of this Agreement, at the Closing, Seller will sell andtransfer the Shares to Buyer, and Buyer will purchase the Shares from Seller.          2.2 Purchase Price. The purchase price (the “Purchase Price”) for the Shares will be Twelve Million Dollars($12,000,000) as adjusted in accordance with Section 2.5 below.          2.3 Closing. The purchase and sale (the “Closing”) provided for in this Agreement will take place at theoffices of Buyer’s counsel at Two Leadership Square, 10th Floor, Oklahoma City, Oklahoma73102, at 10:00 a.m. (local time) on or before March 15, 2007, as agreed by the parties. Subjectto the provisions of Section 9, failure to consummate the purchase and sale provided for in thisAgreement on a date determined pursuant to this Section 2.3 will not result in the termination ofthis Agreement and will not relieve any party of any obligation under this Agreement.          2.4 Closing Obligations. At the Closing:               (a) Seller will deliver to Buyer:                    (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stockpowers), with signatures guaranteed by a commercial bank or by a member firm of the New York StockExchange, for transfer to Buyer.                    (ii) a release in the form of Exhibit 2.4(a)(ii) executed by Seller ( “Seller’s Release”);                    (iii) employment agreement in the form of Exhibit 2.4(a)(iii), executed by Seller (“Employment Agreements”) and;                    (iv) a certificate executed by Seller representing and warranting to Buyer that each ofSeller’s representations and warranties in this Agreement was accurate in all respects as of thedate of this Agreement and is accurate in all respects as of the Closing Date
8

 
as if made on theClosing Date(giving full effect to any supplements to the Disclosure Letter that were delivered bySeller to Buyer prior to the Closing Date in accordance with Section 5.5); and               (b) Buyer will deliver to or on behalf of Seller:                    (i) Six Million Dollars ($6,000,000), of which $354,237.50 will be paid directly toMadison Piping, LLC and $70,762.50 will be paid to Peter O’Conner as brokerage fees onbehalf of Seller (Seller shall provide instructions for making such payments) and $5,325,000 ofwhich will be paid by cashier’s or certified check payable to the order of, or by wire transfer toaccounts specified by, Hayden, and $250,000 will be paid on the date of execution of this Agreementas non-refundable deposit by cashier’s or certified check payable to the order of, or by wiretransfer to accounts specified by, Hayden;                    (ii) a number of shares of common stock of Buyer equal to $3,000,000 divided by the average ofthe closing sales prices for the 30 trading days preceding the Closing Date (but not less than$1.00), less the shares escrowed pursuant to 2.4 (b)(iii), for purposes contemplated by Section 10hereof;                    (iii) a share certificate for a number of shares of common stock of Buyer equal to $600,000based on the criteria defined in section 2.4 (b) (ii), which shares shall be issued to Seller anddelivered to the escrow agent pursuant to the Escrow Agreement referred to in Section 2.4(c);                    (iv) a certificate executed by Buyer to the effect that, except as otherwise stated in suchcertificate, each of Buyer’s representations and warranties in this Agreement was accurate in allrespects as of the date of this Agreement and is accurate in all respects as of the Closing Date asif made on the Closing Date; and                    (v) the Employment Agreements, executed by Buyer.               (c) Buyer and Seller will enter into an escrow agreement in the form of Exhibit 2.4(c) (the“Escrow Agreement”) with Bank of Oklahoma.               (d) Buyer shall deliver to Seller an additional Three Million Dollars ($3,000,000) subject tothe adjustments as set forth in Section 2.5, in payments of $1,000,000 dollars on January 31 ofeach of the years 2008, 2009 and 2010. Five percent of each of these payments will be paid toMadison Piping, LLC and Peter O’Conner, as instructed by Seller, as brokerage fees.          2.5 Adjustment Procedure. The payments under Section 2.4 (d) will be made if theCompany has revenue of at least $30,000,000 and EBITDA (earnings before interest, taxes,depreciation and amortization) of at least $3,000,000, annually commencing with 2007. Buyerwill refer business to the Company which will produce $6,000,000 of the annual sales to theCompany, and if resulting sales are less than $6,000,000, the Company shall be deemed to have hadthe full $6,000,000 in revenue. A shortfall in achieving the revenue and EBITDA target will resultin the reduction of the additional payment for that year by the same percentage that the ratio thatactual revenue and EBITDA bears to the revenue and EBITDA target, provided,
9

 
however, that theamount hereunder shall not be reduced below $400,000.00 in any such year. If Seller disputes theamounts as calculated by Buyer, Seller shall promptly give Buyer notice, and Seller and Buyer shalleach appoint a certified public accountant, the two shall appoint a third and they shall havethirty (30) days to determine the amounts by majority vote.          2.6 Right of Seller to Repurchase Shares. The parties agree that if withintwenty-four (24) months after the Closing, Buyer takes affirmative action to invite or promote theestablishment of a union for the employees of Hayden, Seller shall have the right to repurchase allthe issued and outstanding common stock of Hayden for a price equal to the then current fair marketvalue of Hayden. If the parties cannot agree on the fair market value (“FMV”), each party shallappoint an appraiser and if the appraiser cannot agree on the FMV, they shall appoint a thirdappraiser and the determination of the majority will be the FMV. The appraisers shall have thirty(30) days to complete the determination. Seller must exercise his right of repurchase hereunder bydelivering written notice to Buyer no later than thirty (30) days after the date of any suchinvitation or activities and such repurchase must close no later than thirty (30) days after thedate of such notice.          3. Representations and Warranties of Seller. Seller represents and warrants to Buyeras follows:          3.1 Organization And Good Standing.               (a) Part 3.1 of the Disclosure Letter contains a complete and accurate list for each AcquiredCompany of its name, its jurisdiction of incorporation, other jurisdictions in which it isauthorized to do business, and its capitalization (including the identity of each stockholder andthe number of shares held by each). Each Acquired Company is a corporation duly organized, validlyexisting, and in good standing under the laws of its jurisdiction of incorporation, with fullcorporate power and authority to conduct its business as it is now being conducted, to own or usethe properties and assets that it purports to own or use, and to perform all its obligations underApplicable Contracts. Each Acquired Company is duly qualified to do business as a foreigncorporation and is in good standing under the laws of each state or other jurisdiction in whicheither the ownership or use of the properties owned or used by it, or the nature of the activitiesconducted by it, requires such qualification.               (b) Seller has delivered to Buyer copies of the Organizational Documents of each AcquiredCompany, as currently in effect.          3.2 Authority; No Conflict.               (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceableagainst Seller in accordance with its terms. Upon the execution and deliveryby Seller of the Escrow Agreement, the Employment Agreements and the Seller’s Release,(collectively, the “Seller’s Closing Documents”), the Seller’s Closing Documents will constitutethe legal, valid, and binding obligations of Seller, enforceable against Seller in accordance withtheir respective terms. Seller has the absolute and unrestricted right, power, authority, andcapacity to execute and deliver this Agreement and the Seller’s Closing Documents and to performhis obligations under this Agreement and the Seller’s Closing Documents.
10

 
               (b) Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution anddelivery of this Agreement nor the consummation or performance of any of the ContemplatedTransactions will, directly or indirectly (with or without notice or lapse of time):                    (i) contravene, conflict with, or result in a violation of (A) any provision of theOrganizational Documents of the Acquired Companies, or (B) any resolution adopted by the board ofdirectors or the stockholders of any Acquired Company;                    (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body orother Person the right to challenge any of the Contemplated Transactions or to exercise any remedyor obtain any relief under, any Legal Requirement or any Order to which any Acquired Company oreither Seller, or any of the assets owned or used by any Acquired Company, may be subject;                    (iii) contravene, conflict with, or result in a violation of any of the terms or requirementsof, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, ormodify, any Governmental Authorization that is held by any Acquired Company or that otherwiserelates to the business of, or any of the assets owned or used by, any Acquired Company;                    (iv) cause any Acquired Company to become subject to, or to become liable for the payment of,any Tax;                    (v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by anytaxing authority or other Governmental Body;                    (vi) contravene, conflict with, or result in a violation or breach of any provision of, orgive any Person the right to declare a default or exercise any remedy under, or to accelerate thematurity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or                    (vii) result in the imposition or creation of any Encumbrance upon or with respect to any ofthe assets owned or used by any Acquired Company.          Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is orwill be required to give any notice to or obtain any Consent from any Person in connection with theexecution and delivery of this Agreement or the consummation or performance of any of theContemplated Transactions.               (c) Sellers are acquiring the common stock of Buyer for their own account and not with a viewto their distribution within the meaning of Section 2(11) of theSecurities Act. Each Seller is an “accredited investor” as such term is defined in Rule 501(a)under the Securities Act.               (d) The sale of the shares of common stock of Buyer (“Buyer Shares”) will not be pursuant to aregistration statement under the Securities Act; however, the Buyer Shares may be sold (i) underthe Securities Act Rule 144, after a holding period of one year, (Buyer shall use its best effortsto satisfy the conditions of Rule 144(c)) (ii) if the Buyer’s Shares
11

 
are subject to an effectiveregistration statement under the Securities Act, pursuant to that registration statement, or (iii)pursuant to an exemption from the registration requirements of the Securities Act. Buyer is underno obligation to register the Buyer Shares. The Seller further understands that the Buyer’s Shareswill be restricted securities within the meaning of Rule 144 promulgated under the Securities Actand that the share certificate representing the Buyer shares will be stamped with a customarylegend or legends restricting the transferability of the Buyer Shares.          3.3 Capitalization. The authorized equity securities of each of Hayden and Hudson consists of 200 shares ofcommon stock, no par value, of which 20 shares are issued and outstanding and collectivelyconstitute the Shares. Seller is and will be on the Closing Date the record and beneficial ownerand holder of the Shares, free and clear of all Encumbrances. All of the Shares, are owned ofrecord and beneficially by Seller and all of the outstanding equity securities of each Subsidiaryare owned of record and beneficially by one or more of Hayden and Hudson, in each case free andclear of all Encumbrances. No legend or other reference to any purported Encumbrance appears uponany certificate representing equity securities of any of Hayden and Hudson. All of the outstandingequity securities of each Hayden and Hudson have been duly authorized and validly issued and arefully paid and nonassessable. There are no Contracts relating to the issuance, sale, or transfer ofany equity securities or other securities of either Hayden and Hudson. None of the outstandingequity securities or other securities of any of Hayden and Hudson were issued in violation of theSecurities Act or any other Legal Requirement. Neither Hayden nor Hudson owns, or has any Contractto acquire, any equity securities or other securities of any Person (other than Hayden or Hudson)or any direct or indirect equity or ownership interest in any other business.          3.4 Reserved.          3.5 Reserved.          3.6 Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all realproperty, leaseholds, or other interests therein owned by any Acquired Company. Seller hasdelivered or made available to Buyer copies of the deeds and other instruments (as recorded) bywhich the Acquired Companies acquired such real property and interests, and copies of all titleinsurance policies, opinions, abstracts, and surveys in the possession of Seller or theAcquired Companies and relating to such property or interests. The Acquired Companies own (withgood and marketable title in the case of real property, subject only to the matters permitted bythe following sentence) all the properties and assets (whether real, personal, or mixed and whethertangible or intangible) that they purport to own located in the facilities owned or operated by theAcquired Companies or reflected as owned in the books and records of the Acquired Companies,including all of the properties and assets reflected in the Balance Sheet and the Interim BalanceSheet (except for assets held under capitalized leases disclosed or not required to be disclosed inPart 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheetand the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and all ofthe properties and assets purchased or otherwise acquired by the Acquired Companies since the dateof the Balance Sheet (except for personal property acquired and sold since the date of the BalanceSheet in the Ordinary Course of Business and consistent with past practice), which subsequentlypurchased or
12

 
acquired properties and assets (other than inventory and short-term investments) arelisted in Part 3.6 of the Disclosure Letter. All material properties and assets reflected in theBalance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, inthe case of real property, subject to any rights of way, building use restrictions, exceptions,variances, reservations, or limitations of any nature except, with respect to all such propertiesand assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim BalanceSheet as securing specified liabilities or obligations, with respect to which no default (or eventthat, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages orsecurity interests incurred in connection with the purchase of property or assets after the date ofthe Interim Balance Sheet (such mortgages and security interests being limited to the property orassets so acquired), with respect to which no default (or event that, with notice or lapse of timeor both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) withrespect to real property, (i) minor imperfections of title, if any, none of which is substantial inamount, materially detracts from the value or impairs the use of the property subject thereto, orimpairs the operations of any Acquired Company, and (ii) zoning laws and other land userestrictions that do not impair the present or anticipated use of the property subject thereto. Allbuildings, plants, and structures owned by the Acquired Companies lie wholly within the boundariesof the real property owned by the Acquired Companies and do not encroach upon the property of, orotherwise conflict with the property rights of, any other Person.          3.7 Condition and Sufficiency of Assets. Except as set forth in Part 3.7 of theDisclosure Letter, the buildings, plants, structures, and equipment of the Acquired Companies arestructurally sound, are in good operating condition and repair, and are adequate for the uses towhich they are being put, and none of such buildings, plants, structures, or equipment is in needof maintenance or repairs except for ordinary, routine maintenance and repairs that are notmaterial in nature or cost. The building, plants, structures, and equipment of the AcquiredCompanies are sufficient for the continued conduct of the Acquired Companies’ businesses after theClosing in substantially the same manner as conducted prior to the Closing.          3.8 Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheetor the Interim Balance Sheet or on the accounting records of the Acquired Companies as of theClosing Date (collectively, the “Accounts Receivable”) represent or willrepresent valid obligations arising from sales actually made or services actually performed inthe Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable areor will be as of the Closing Date current and collectible net of the respective reserves shown onthe Balance Sheet or the Interim Balance Sheet or on the accounting records of the AcquiredCompanies as of the Closing Date (which reserves are adequate and calculated consistent with pastpractice and, in the case of the reserve as of the Closing Date, will not represent a greaterpercentage of the Accounts Receivable as of the Closing Date than the reserve reflected in theInterim Balance Sheet represented of the Accounts Receivable reflected therein and will notrepresent a material adverse change in the composition of such Accounts Receivable in terms ofaging). Subject to such reserves, each of the Accounts Receivable either has been or will becollected in full, without any set-off, within ninety days after the day on which it first becomesdue and payable. There is no contest, claim, or right of set-off, other than returns in theOrdinary Course of Business, under any Contract with any obligor of an Accounts Receivable relatingto the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains acomplete and accurate list of all
13

 
Accounts Receivable as of the date of the Interim Balance Sheet,which list sets forth the aging of such Accounts Receivable.          3.9 Inventory. All inventory of the Acquired Companies, whether or not reflected in the Balance Sheet orthe Interim Balance Sheet, consists of a quality and quantity usable and salable in the OrdinaryCourse of Business, except for obsolete items and items of below-standard quality, all of whichhave been written off or written down to net realizable value in the Balance Sheet or the InterimBalance Sheet or on the accounting records of the Acquired Companies as of the Closing Date, as thecase may be. All inventories not written off have been priced at cost. The quantities of each itemof inventory (whether raw materials, work-in-process, or finished goods) are not excessive, but arereasonable in the present circumstances of the Acquired Companies.          3.10 Undisclosed Liabilities. Except as set forth in Part 3.10 of the Disclosure Letter, the Acquired Companies have noliabilities or obligations of any nature (whether known or unknown and whether absolute, accrued,contingent, or otherwise) except for liabilities or obligations reflected or reserved against inthe Balance Sheet or the Interim Balance Sheet and current liabilities incurred in the OrdinaryCourse of Business since the respective dates thereof.          3.11 Taxes.               (a) The Acquired Companies have filed or caused to be filed (on a timely basis sinceinception) all Tax Returns that are or were required to be filed by or with respect to any of them,either separately or as a member of a group of corporations, pursuant to applicable LegalRequirements. Seller has delivered to Buyer copies of, and Part 3.11 of the Disclosure Lettercontains a complete and accurate list of, all such Tax Returns filed since 2003. The AcquiredCompanies have paid, or made provision for the payment of, all Taxes that have or may have becomedue pursuant to those Tax Returns or otherwise, or pursuant to any assessment received by Seller orany Acquired Company, except such Taxes, if any, as are listed in Part 3.11of the Disclosure Letter and are being contested in good faith and as to which adequatereserves (determined in accordance with GAAP) have been provided in the Balance Sheet and theInterim Balance Sheet.               (b) The United States federal and state income Tax Returns of each Acquired Company subject tosuch Taxes have been audited by the IRS or relevant state tax authorities or are closed by theapplicable statute of limitations for all taxable years through 2002. Part 3.11 of the DisclosureLetter contains a complete and accurate list of all audits of all such Tax Returns, including areasonably detailed description of the nature and outcome of each audit. All deficiencies proposedas a result of such audits have been paid, reserved against, settled, or, as described in Part 3.11of the Disclosure Letter, are being contested in good faith by appropriate proceedings. Part 3.11of the Disclosure Letter describes all adjustments to the United States federal income Tax Returnsfiled by any Acquired Company or any group of corporations including any Acquired Company for alltaxable years since inception, and the resulting deficiencies proposed by the IRS. Except asdescribed in Part 3.11 of the Disclosure Letter, no Seller or Acquired Company has given or beenrequested to give waivers or extensions
14

 
(or is or would be subject to a waiver or extension givenby any other Person) of any statute of limitations relating to the payment of Taxes of any AcquiredCompany or for which any Acquired Company may be liable.               (c) The charges, accruals, and reserves with respect to Taxes on the respective books of eachAcquired Company are adequate (determined in accordance with GAAP) and are at least equal to thatAcquired Company’s liability for Taxes. There exists no proposed tax assessment against anyAcquired Company except as disclosed in the Balance Sheet or in Part 3.11 of the Disclosure Letter.No consent to the application of Section 341(f)(2) of the IRC has been filed with respect to anyproperty or assets held, acquired, or to be acquired by any Acquired Company. All Taxes that anyAcquired Company is or was required by Legal Requirements to withhold or collect have been dulywithheld or collected and, to the extent required, have been paid to the proper Governmental Bodyor other Person.               (d) All Tax Returns filed by (or that include on a consolidated basis) any Acquired Companyare true, correct, and complete. There is no tax sharing agreement that will require any payment byany Acquired Company after the date of this Agreement.          3.12 No Material Adverse Change. Since the date of the Balance Sheet, there has not been any material adverse change in thebusiness, operations, properties, prospects, assets, or condition of any Acquired Company, and noevent has occurred or circumstance exists that may result in such a material adverse change.          3.13 Employee Benefits.               (a) As used in this Section 3.13, the following terms have the meanings set forth below.          “Company Other Benefit Obligation” means an Other Benefit Obligation owed, adopted, orfollowed by an Acquired Company or an ERISA Affiliate of an Acquired Company.          “Company Plan” means all Plans of which an Acquired Company or an ERISA Affiliate ofan Acquired Company is or was a Plan Sponsor, or to which an Acquired Company or an ERISA Affiliateof an Acquired Company otherwise contributes or has contributed, or in which an Acquired Company oran ERISA Affiliate of an Acquired Company otherwise participates or has participated. Allreferences to Plans are to Company Plans unless the context requires otherwise.          “ERISA Affiliate” means, with respect to an Acquired Company, any other person that,together with the Company, would be treated as a single employer under IRC § 414.          “Multi-Employer Plan” has the meaning given in ERISA § 3(37)(A).          “Other Benefit Obligations” means all obligations, arrangements, or customarypractices, whether or not legally enforceable, to provide benefits, other than salary, ascompensation for services rendered, to present or former directors, employees, or agents, otherthan obligations, arrangements, and practices that are Plans. Other Benefit Obligations includeconsulting agreements under which the compensation paid does not depend upon the amount of
15

 
servicerendered, sabbatical policies, severance payment policies, and fringe benefits within the meaningof IRC § 132.          “PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.          “Pension Plan” has the meaning given in ERISA § 3(2)(A).          “Plan” has the meaning given in ERISA § 3(3).          “Plan Sponsor” has the meaning given in ERISA § 3(16)(B).          “Qualified Plan” means any Plan that meets or purports to meet the requirements ofIRC § 401(a).          “Title IV Plans” means all Pension Plans that are subject to Title IV of ERISA, 29U.S.C. § 1301 et seq., other than Multi-Employer Plans.          “Welfare Plan” has the meaning given in ERISA § 3(1).               (a)(i) Part 3.13(i) of the Disclosure Letter contains a complete and accurate list of allCompany Plans and Company Other Benefit Obligations, and identifies as such all Company Plans thatare (A) defined benefit Pension Plans, (B) Qualified Plans, (C) Title IV Plans, or (D)Multi-Employer Plans.                    (ii) Part 3.13(ii) of the Disclosure Letter contains a complete and accurate list of (A) allERISA Affiliates of each Acquired Company, and (B) all Plans of which any such ERISA Affiliate isor was a Plan Sponsor, in which any such ERISA Affiliate participates or has participated, or towhich any such ERISA Affiliate contributes or has contributed.                    (iii) Part 3.13(iii) of the Disclosure Letter sets forth, for each Multi-Employer Plan, as ofits last valuation date, the amount of potential withdrawal liability of the Acquired Companies andthe Acquired Companies’ other ERISA Affiliates, calculated according to information made availablepursuant to ERISA § 4221(e).                    (iv) Part 3.13(iv) of the Disclosure Letter sets forth a calculation of the liability of theAcquired Companies for post-retirement benefits other than pensions, made in accordance withFinancial Accounting Statement 106 of the Financial Accounting Standards Board, regardless ofwhether any Acquired Company is required by this Statement to disclose such information.                    (v) Part 3.13(v) of the Disclosure Letter sets forth the financial cost of all obligationsowed under any Company Plan or Company Other Benefit Obligation that is not subject to thedisclosure and reporting requirements of ERISA.               (b) Seller has delivered to Buyer, or will deliver to Buyer within ten days of the date ofthis Agreement:
16

 
                    (i) all documents that set forth the terms of each Company Plan and Company Other BenefitObligation, and of any related trust, including (A) all plan descriptions and summary plandescriptions of Company Plans for which Seller or the Acquired Companies are required to prepare,file, and distribute plan descriptions and summary plan descriptions, and (B) all summaries anddescriptions furnished to participants and beneficiaries regarding Company Plans and Company OtherBenefit Obligations for which a plan description or summary plan description is not required;                    (ii) all personnel, payroll, and employment manuals and policies;                    (iii) all collective bargaining agreements pursuant to which contributions have been made orobligations incurred (including both pension and welfare benefits) by the Acquired Companies andthe ERISA Affiliates of the Acquired Companies, and all collective bargaining agreements pursuantto which contributions are being made or obligations are owed by such entities;                    (iv) a written description of any Company Plan or Company Other Benefit Obligation that is nototherwise in writing;                    (v) all registration statements filed with respect to any Company Plan;                    (vi) all insurance policies purchased by or to provide benefits under any Company Plan;                    (vii) all contracts with third party administrators, actuaries, investment managers,consultants, and other independent contractors that relate to any Company Plan or Company OtherBenefit Obligation;                    (viii) all reports submitted within the four years preceding the date of this Agreement bythird party administrators, actuaries, investment managers, consultants, or other independentcontractors with respect to any Company Plan or Company Other Benefit Obligation;                    (ix) all notifications to employees of their rights under ERISA § 601 et seq. and IRC § 4980B;                    (x) the Form 5500 filed in each of the most recent three plan years with respect to eachCompany Plan, including all schedules thereto and the opinions of independent accountants;                    (xi) all notices that were given by any Acquired Company or any ERISA Affiliate of an AcquiredCompany or any Company Plan to the IRS, the PBGC, or any participant or beneficiary, pursuant tostatute, within the four years preceding the date of this Agreement, including notices that areexpressly mentioned elsewhere in this Section 3.13;
17

 
                    (xii) all notices that were given by the IRS, the PBGC, or the Department of Labor to anyAcquired Company, any ERISA Affiliate of an Acquired Company, or any Company Plan within the fouryears preceding the date of this Agreement;                    (xiii) with respect to Qualified Plans, the most recent determination letter for each Plan ofthe Acquired Companies that is a Qualified Plan; and                    (xiv) with respect to Title IV Plans, the Form PBGC-1 filed for each of the three most recentplan years.               (c) Except as set forth in Part 3.13(vi) of the Disclosure Letter:                    (i) The Acquired Companies have performed all of their respective obligations under allCompany Plans and Company Other Benefit Obligations. The Acquired Companies have made appropriateentries in their financial records and statements for all obligations and liabilities under suchPlans, and Obligations that have accrued but are not due.                    (ii) No statement, either written or oral, has been made by any Acquired Company to anyPerson with regard to any Plan or Other Benefit Obligation that was not in accordance with the Planor Other Benefit Obligation and that could have an adverse economic consequence to any AcquiredCompany or to Buyer.                    (iii) The Acquired Companies, with respect to all Company Plans and Company Other BenefitsObligations, are, and each Company Plan and Company Other Benefit Obligation is, in full compliancewith ERISA, the IRC, and other applicable Laws including the provisions of such Laws expresslymentioned in this Section 3.13, and with any applicable collective bargaining agreement.                         (A) No transaction prohibited by ERISA § 406 and no “prohibited transaction” under IRC §4975(c) have occurred with respect to any Company Plan.                         (B) No Seller or Acquired Company has any liability to the IRS with respect to any Plan,including any liability imposed by Chapter 43 of the IRC.                         (C) No Seller or Acquired Company has any liability to the PBGC with respect to any Plan orhas any liability under ERISA § 502 or § 4071.                         (D) All filings required by ERISA and the IRC as to each Plan have been timely filed, and allnotices and disclosures to participants required by either ERISA or the IRC have been timelyprovided.                         (E) All contributions and payments made or accrued with respect to all Company Plans andCompany Other Benefit Obligations are deductible under IRC § 162 or § 404. No amount, or any assetof any Company Plan, is subject to tax as unrelated business taxable income.
18

 
                    (iv) Each Company Plan can be terminated within thirty days, without payment of any additionalcontribution or amount and without the vesting or acceleration of any benefits promised by suchPlan.                    (v) Since December 31, 2005, there has been no establishment or amendment of any Company Planor Company Other Benefit Obligation.                    (vi) No event has occurred or circumstance exists that could result in a material increase inpremium costs of Company Plans and Company Other Benefit Obligations that are insured, or amaterial increase in benefit costs of such Plans and Obligations that are self-insured.                    (vii) Other than claims for benefits submitted by participants or beneficiaries, no claimagainst, or legal proceeding involving, any Company Plan or Company Other Benefit Obligation ispending or, to Seller’s Knowledge, is Threatened.                    (viii) No Company Plan is a stock bonus, pension, or profit-sharing plan within the meaning ofIRC § 401(a).                    (ix) Each Qualified Plan of each Acquired Company is qualified in form and operation under IRC§ 401(a); each trust for each such Plan is exempt from federal income tax under IRC § 501(a). Noevent has occurred or circumstance exists that will or could give rise to disqualification or lossof tax-exempt status of any such Plan or trust.                    (x) Each Acquired Company and each ERISA Affiliate of an Acquired Company has met the minimumfunding standard, and has made all contributions required, under ERISA § 302 and IRC § 402.                    (xi) No Company Plan is subject to Title IV of ERISA.                    (xii) The Acquired Companies have paid all amounts due to the PBGC pursuant to ERISA § 4007.                    (xiii) No Acquired Company or any ERISA Affiliate of an Acquired Company has ceased operationsat any facility or has withdrawn from any Title IV Plan in a manner that would subject to anyentity or Seller to liability under ERISA § 4062(e), § 4063, or § 4064.                    (xiv) No Acquired Company or any ERISA Affiliate of an Acquired Company has filed a notice ofintent to terminate any Plan or has adopted any amendment to treat a Plan as terminated. The PBGChas not instituted proceedings to treat any Company Plan as terminated. No event has occurred orcircumstance exists that may constitute grounds under ERISA § 4042 for the termination of, or theappointment of a trustee to administer, any Company Plan.                    (xv) No amendment has been made, or is reasonably expected to be made, to any Plan that hasrequired or could require the provision of security under ERISA § 307 or IRC § 401(a)(29).
19

 
                    (xvi) No accumulated funding deficiency, whether or not waived, exists with respect to anyCompany Plan; no event has occurred or circumstance exists that may result in an accumulatedfunding deficiency as of the last day of the current plan year of any such Plan.                    (xvii) The actuarial report for each Pension Plan of each Acquired Company and each ERISAAffiliate of each Acquired Company fairly presents the financial condition and the results ofoperations of each such Plan in accordance with GAAP.                    (xviii) Since the last valuation date for each Pension Plan of each Acquired Company and eachERISA Affiliate of an Acquired Company, no event has occurred or circumstance exists that wouldincrease the amount of benefits under any such Plan or that would cause the excess of Plan assetsover benefit liabilities (as defined in ERISA § 4001) to decrease, or the amount by which benefitliabilities exceed assets to increase.                    (xix) No reportable event (as defined in ERISA § 4043 and in regulations issued thereunder)has occurred.                    (xx) No Seller or Acquired Company has Knowledge of any facts or circumstances that may giverise to any liability of any Seller, any Acquired Company, or Buyer to the PBGC under Title IV ofERISA.                    (xxi) No Acquired Company or any ERISA Affiliate of an Acquired Company has ever established,maintained, or contributed to or otherwise participated in, or had an obligation to maintain,contribute to, or otherwise participate in, any Multi-Employer Plan.                    (xxii) No Acquired Company or any ERISA Affiliate of an Acquired Company has withdrawn fromany Multi-Employer Plan with respect to which there is any outstanding liability as of the date ofthis Agreement. No event has occurred or circumstance exists that presents a risk of the occurrenceof any withdrawal from, or the participation,termination, reorganization, or insolvency of, any Multi-Employer Plan that could result inany liability of either any Acquired Company or Buyer to a Multi-Employer Plan.                    (xxiii) No Acquired Company or any ERISA Affiliate of an Acquired Company has received noticefrom any Multi-Employer Plan that it is in reorganization or is insolvent, that increasedcontributions may be required to avoid a reduction in plan benefits or the imposition of any excisetax, or that such Plan intends to terminate or has terminated.                    (xxiv) No Multi-Employer Plan to which any Acquired Company or any ERISA Affiliate of anAcquired Company contributes or has contributed is a party to any pending merger or asset orliability transfer or is subject to any proceeding brought by the PBGC.                    (xxv) Except to the extent required under ERISA § 601 et seq. and IRC § 4980B, no AcquiredCompany provides health or welfare benefits for any retired or former employee or is obligated toprovide health or welfare benefits to any active employee following such employee’s retirement orother termination of service.
20

 
                    (xxvi) Each Acquired Company has the right to modify and terminate benefits to retirees (otherthan pensions) with respect to both retired and active employees.                    (xxvii) Seller and all Acquired Companies have complied with the provisions of ERISA § 601 etseq. and IRC § 4980B.                    (xxviii) No payment that is owed or may become due to any director, officer, employee, oragent of any Acquired Company will be non-deductible to the Acquired Companies or subject to taxunder IRC § 280G or § 4999; nor will any Acquired Company be required to “gross up” or otherwisecompensate any such person because of the imposition of any excise tax on a payment to such person.                    (xxix) The consummation of the Contemplated Transactions will not result in the payment,vesting, or acceleration of any benefit.          3.14 Compliance With Legal Requirements; Governmental Authorizations.               (a) Except as set forth in Part 3.14 of the Disclosure Letter:                    (i) each Acquired Company is in full compliance with each Legal Requirement that is or wasapplicable to it or to the conduct or operation of its business or the ownership or use of any ofits assets;                    (ii) no event has occurred or circumstance exists that (with or without notice or lapse oftime) (A) may constitute or result in a violation by any Acquired Company of, or a failure on thepart of any Acquired Company to comply with, any Legal Requirement, or (B) may give rise to anyobligation on the part of any Acquired Company to undertake, or to bear all or any portion of thecost of, any remedial action of any nature; and                    (iii) no Acquired Company has received any notice or other communication (whether oral orwritten) from any Governmental Body or any other Person regarding (A) any actual, alleged,possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) anyactual, alleged, possible, or potential obligation on the part of any Acquired Company toundertake, or to bear all or any portion of the cost of, any remedial action of any nature.               (b) Part 3.14 of the Disclosure Letter contains a complete and accurate list of eachGovernmental Authorization that is held by any Acquired Company or that otherwise relates to thebusiness of, or to any of the assets owned or used by, any Acquired Company. Each GovernmentalAuthorization listed or required to be listed in Part 3.14 of the Disclosure Letter is valid and infull force and effect. Except as set forth in Part 3.14 of the Disclosure Letter:                    (i) each Acquired Company is in full compliance with all of the terms and requirements of eachGovernmental Authorization identified or required to be identified in Part 3.14 of the DisclosureLetter;
21

 
                    (ii) no event has occurred or circumstance exists that may (with or without notice or lapse oftime) (A) constitute or result directly or indirectly in a violation of or a failure to comply withany term or requirement of any Governmental Authorization listed or required to be listed in Part3.14 of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal,suspension, cancellation, or termination of, or any modification to, any Governmental Authorizationlisted or required to be listed in Part 3.14 of the Disclosure Letter;                    (iii) no Acquired Company has received any notice or other communication (whether oral orwritten) from any Governmental Body or any other Person regarding (A) any actual, alleged,possible, or potential violation of or failure to comply with any term or requirement of anyGovernmental Authorization, or (B) any actual, proposed, possible, or potential revocation,withdrawal, suspension, cancellation, termination of, or modification to any GovernmentalAuthorization; and                    (iv) all applications required to have been filed for the renewal of the GovernmentalAuthorizations listed or required to be listed in Part 3.14 of the Disclosure Letter have been dulyfiled on a timely basis with the appropriate Governmental Bodies, and all other filings required tohave been made with respect to such Governmental Authorizations have been duly made on a timelybasis with the appropriate Governmental Bodies.          The Governmental Authorizations listed in Part 3.14 of the Disclosure Letter collectivelyconstitute all of the Governmental Authorizations necessary to permit the Acquired Companies tolawfully conduct and operate their businesses in the manner they currently conduct and operatesuch businesses and to permit the Acquired Companies to own and use their assets in the manner inwhich they currently own and use such assets.          3.15 Legal Proceedings; Orders.               (a) Except as set forth in Part 3.15 of the Disclosure Letter, there is no pending Proceeding:                    (i) that has been commenced by or against any Acquired Company or that otherwise relates to ormay affect the business of, or any of the assets owned or used by, any Acquired Company; or                    (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, orotherwise interfering with, any of the Contemplated Transactions.          To the Knowledge of Seller and the Acquired Companies, (1) no such Proceeding has beenThreatened, and (2) no event has occurred or circumstance exists that may give rise to or serve asa basis for the commencement of any such Proceeding. Seller has delivered to Buyer copies of allpleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.15 ofthe Disclosure Letter. The Proceedings listed in Part 3.15 of the Disclosure Letter will not have amaterial adverse effect on the business, operations, assets, condition, or prospects of anyAcquired Company.                    (b) Except as set forth in Part 3.15 of the Disclosure Letter:
22

 
                    (i) there is no Order to which any of the Acquired Companies, or any of the assets owned orused by any Acquired Company, is subject;                    (ii) neither Seller is subject to any Order that relates to the business of, or any of theassets owned or used by, any Acquired Company; and                    (iii) no officer, director, agent, or employee of any Acquired Company is subject to any Orderthat prohibits such officer, director, agent, or employee from engaging in or continuing anyconduct, activity, or practice relating to the business of any Acquired Company.               (c) Except as set forth in Part 3.15 of the Disclosure Letter:                    (i) each Acquired Company is in full compliance with all of the terms and requirements of eachOrder to which it, or any of the assets owned or used by it, is or has been subject;                    (ii) no event has occurred or circumstance exists that may constitute or result in (with orwithout notice or lapse of time) a violation of or failure to comply with any term or requirementof any Order to which any Acquired Company, or any of the assets owned or used by any AcquiredCompany, is subject; and                    (iii) no Acquired Company has received any notice or other communication (whether oral orwritten) from any Governmental Body or any other Person regarding any actual, alleged, possible,or potential violation of, or failure to comply with, any term or requirement of any Order to whichany Acquired Company, or any of the assets owned or used by any Acquired Company, is or has beensubject.          3.16 Absence of Certain Changes and Events. Except as set forth in Part 3.16 of theDisclosure Letter, since the date of the Interim Balance Sheet, the Acquired Companieshave conducted their businesses only in the Ordinary Course of Business and there has not beenany:               (a) change in any Acquired Company’s authorized or issued capital stock; grant of any stockoption or right to purchase shares of capital stock of any Acquired Company; issuance of anysecurity convertible into such capital stock; grant of any registration rights; purchase,redemption, retirement, or other acquisition by any Acquired Company of any shares of any suchcapital stock; or declaration or payment of any dividend or other distribution or payment inrespect of shares of capital stock;               (b) amendment to the Organizational Documents of any Acquired Company;               (c) payment or increase by any Acquired Company of any bonuses, salaries, or othercompensation to any stockholder, director, officer, or (except in the Ordinary Course of Business)employee or entry into any employment, severance, or similar Contract with any director, officer,or employee;
23

 
               (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus,deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan foror with any employees of any Acquired Company;               (e) damage to or destruction or loss of any asset or property of any Acquired Company, whetheror not covered by insurance, materially and adversely affecting the properties, assets, business,financial condition, or prospects of the Acquired Companies, taken as a whole;               (f) entry into, termination of, or receipt of notice of termination of (i) any license,distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii)any Contract or transaction involving a total remaining commitment by or to any Acquired Company ofat least $5,000;               (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or otherdisposition of any asset or property of any Acquired Company or mortgage, pledge, or imposition ofany lien or other encumbrance on any material asset or property of any Acquired Company, includingthe sale, lease, or other disposition of any of the Intellectual Property Assets;               (h) cancellation or waiver of any claims or rights with a value to any Acquired Company inexcess of $5,000;               (i) material change in the accounting methods used by any Acquired Company; or               (j) agreement, whether oral or written, by any Acquired Company to do any of the foregoing.          3.17 Contracts; No Defaults.               (a) Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellerhas delivered to Buyer true and complete copies, of:                    (i) each Applicable Contract that involves performance of services or delivery of goods ormaterials by one or more Acquired Companies of an amount or value in excess of $5,000;                    (ii) each Applicable Contract that involves performance of services or delivery of goods ormaterials to one or more Acquired Companies of an amount or value in excess of $5,000;                    (iii) each Applicable Contract that was not entered into in the Ordinary Course of Businessand that involves expenditures or receipts of one or more Acquired Companies in excess of $5,000;                    (iv) each lease, rental or occupancy agreement, license, installment and conditional saleagreement, and other Applicable Contract affecting the
24

 
ownership of, leasing of, title to, use of,or any leasehold or other interest in, any real or personal property (except personal propertyleases and installment and conditional sales agreements having a value per item or aggregatepayments of less than $5,000 and with terms of less than one year);                    (v) each licensing agreement or other Applicable Contract with respect to patents, trademarks,copyrights, or other intellectual property, including agreements with current or former employees,consultants, or contractors regarding the appropriation or the non-disclosure of any of theIntellectual Property Assets;                    (vi) each collective bargaining agreement and other Applicable Contract to or with any laborunion or other employee representative of a group of employees;                    (vii) each joint venture, partnership, and other Applicable Contract (however named) involvinga sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;                    (viii) each Applicable Contract containing covenants that in any way purport to restrict thebusiness activity of any Acquired Company or any Affiliate of an Acquired Company or limit thefreedom of any Acquired Company or any Affiliate of an Acquired Company to engage in any line ofbusiness or to compete with any Person;                    (ix) each Applicable Contract providing for payments to or by any Person based on sales,purchases, or profits, other than direct payments for goods;                    (x) each power of attorney that is currently effective and outstanding;                    (xi) each Applicable Contract entered into other than in the Ordinary Course of Business thatcontains or provides for an express undertaking by any Acquired Company to be responsible forconsequential damages;                    (xii) each Applicable Contract for capital expenditures in excess of $5,000;                    (xiii) each written warranty, guaranty, and or other similar undertaking with respect tocontractual performance extended by any Acquired Company other than in the Ordinary Course ofBusiness; and                    (xiv) each amendment, supplement, and modification (whether oral or written) in respect of anyof the foregoing.          Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning suchContracts, including the parties to the Contracts, the amount of the remaining commitment of theAcquired Companies under the Contracts, and the Acquired Companies’ office where details relatingto the Contracts are located.                    (b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
25

 
                    (i) Seller (and no Related Person of Seller) has not and will not acquire any rights under,and Seller has not or will not become subject to any obligation or liability under, any Contractthat relates to the business of, or any of the assets owned or used by, any Acquired Company; and                    (ii) to the Knowledge of Seller and the Acquired Companies, no officer, director, agent,employee, consultant, or contractor of any Acquired Company is bound by any Contract that purportsto limit the ability of such officer, director, agent, employee, consultant, or contractor to (A)engage in or continue any conduct, activity, or practice relating to the business of any AcquiredCompany, or (B) assign to any Acquired Company or to any other Person any rights to any invention,improvement, or discovery.               (c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified orrequired to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect andis valid and enforceable in accordance with its terms.               (d) Except as set forth in Part 3.17(d) of the Disclosure Letter:                    (i) each Acquired Company is in full compliance with all applicable terms and requirements ofeach Contract under which such Acquired Company has or had any obligation or liability or by whichsuch Acquired Company or any of the assets owned or used by such Acquired Company is or was bound;                    (ii) each other Person that has or had any obligation or liability under any Contract underwhich an Acquired Company has or had any rights is in full compliance with all applicable terms andrequirements of such Contract;                    (iii) no event has occurred or circumstance exists that (with or without notice or lapse oftime) may contravene, conflict with, or result in a violation or breach of, or give any AcquiredCompany or other Person the right to declare a default or exercise anyremedy under, or to accelerate the maturity or performance of, or to cancel, terminate, ormodify, any Applicable Contract; and                    (iv) no Acquired Company has given to or received from any other Person any notice or othercommunication (whether oral or written) regarding any actual, alleged, possible, or potentialviolation or breach of, or default under, any Contract.               (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights torenegotiate any material amounts paid or payable to any Acquired Company under current or completedContracts with any Person and no such Person has made written demand for such renegotiation.               (f) The Contracts relating to the sale, design, manufacture, or provision of products orservices by the Acquired Companies have been entered into in the Ordinary Course of Business andhave been entered into without the commission of any act alone or in concert with any other Person,or any consideration having been paid or promised, that is or would be in violation of any LegalRequirement.
26

 
          3.18 Insurance.               (a) Seller has delivered to Buyer:                    (i) true and complete copies of all policies of insurance to which any Acquired Company is aparty or under which any Acquired Company, or any director of any Acquired Company, is or has beencovered at any time within the five (5) years preceding the date of this Agreement;                    (ii) true and complete copies of all pending applications for policies of insurance; and                    (iii) any statement by the auditor of any Acquired Company’s financial statements with regardto the adequacy of such entity’s coverage or of the reserves for claims.               (b) Part 3.18(b) of the Disclosure Letter describes:                    (i) any self-insurance arrangement by or affecting any Acquired Company, including anyreserves established thereunder;                    (ii) any contract or arrangement, other than a policy of insurance, for the transfer orsharing of any risk by any Acquired Company; and                    (iii) all obligations of the Acquired Companies to third parties with respect to insurance(including such obligations under leases and service agreements) and identifies the policy underwhich such coverage is provided.               (c) Part 3.18(c) of the Disclosure Letter sets forth, by year, for the current policy year andeach of the five (5) preceding policy years:                    (i) a summary of the loss experience under each policy;                    (ii) a statement describing each claim under an insurance policy for an amount in excess of$5,000, which sets forth:                         (A) the name of the claimant;                         (B) a description of the policy by insurer, type of insurance, and period of coverage; and                         (C) the amount and a brief description of the claim; and                    (iii) a statement describing the loss experience for all claims that were self-insured,including the number and aggregate cost of such claims.               (d) Except as set forth on Part 3.18(d) of the Disclosure Letter:
27

 
                    (i) All policies to which any Acquired Company is a party or that provide coverage to Seller,any Acquired Company, or any director or officer of an Acquired Company:                         (A) are valid, outstanding, and enforceable;                         (B) are issued by an insurer that is financially sound and reputable;                         (C) taken together, provide adequate insurance coverage for the assets and the operations ofthe Acquired Companies for all risks normally insured against by a Person carrying on the samebusiness or businesses as the Acquired Companies.                         (D) are sufficient for compliance with all Legal Requirements and Contracts to which anyAcquired Company is a party or by which any of them is bound;                         (E) will continue in full force and effect following the consummation of the ContemplatedTransactions; and                         (F) do not provide for any retrospective premium adjustment or other experienced-basedliability on the part of any Acquired Company.                    (ii) Neither Seller nor any Acquired Company has received (A) any refusal of coverage or anynotice that a defense will be afforded with reservation of rights, or (B) any notice ofcancellation or any other indication that any insurance policy is no longer in full force or effector will not be renewed or that the issuer of any policy is not willing or able to perform itsobligations thereunder.                    (iii) The Acquired Companies have paid all premiums due, and have otherwise performed all oftheir respective obligations, under each policy to which anyAcquired Company is a party or that provides coverage to any Acquired Company or directorthereof.                    (iv) The Acquired Companies have given notice to the insurer of all claims that may be insuredthereby.          3.19 Environmental Matters. Except as set forth in part 3.19 of the disclosureletter:               (a) Each Acquired Company is, and at all times has been, in full compliance with, and has notbeen and is not in violation of or liable under, any Environmental Law. No Seller or AcquiredCompany has any basis to expect, nor has any of them or any other Person for whose conduct they areor may be held to be responsible received, any actual or Threatened order, notice, or othercommunication from (i) any Governmental Body or private citizen acting in the public interest, or(ii) the current or prior owner or operator of any Facilities, of any actual or potential violationor failure to comply with any Environmental Law, or of any actual or Threatened obligation toundertake or bear the cost of any Environmental, Health, and
28

 
Safety Liabilities with respect to anyof the Facilities or any other properties or assets (whether real, personal, or mixed) in whichSeller or any Acquired Company has had an interest, or with respect to any property or Facility ator to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used,or processed by Seller, any Acquired Company, or any other Person for whose conduct they are or maybe held responsible, or from which Hazardous Materials have been transported, treated, stored,handled, transferred, disposed, recycled, or received.               (b) There are no pending or, to the Knowledge of Seller and the Acquired Companies, Threatenedclaims, Encumbrances, or other restrictions of any nature, resulting from any Environmental,Health, and Safety Liabilities or arising under or pursuant to any Environmental Law, with respectto or affecting any of the Facilities or any other properties and assets (whether real, personal,or mixed) in which Seller or any Acquired Company has or had an interest.               (c) No Seller or Acquired Company has any basis to expect, nor has any of them or any otherPerson for whose conduct they are or may be held responsible, received, any citation, directive,inquiry, notice, Order, summons, warning, or other communication that relates to HazardousActivity, Hazardous Materials, or any alleged, actual, or potential violation or failure to complywith any Environmental Law, or of any alleged, actual, or potential obligation to undertake or bearthe cost of any Environmental, Health, and Safety Liabilities with respect to any of the Facilitiesor any other properties or assets (whether real, personal, or mixed) in which Seller or anyAcquired Company had an interest, or with respect to any property or facility to which HazardousMaterials generated, manufactured, refined, transferred, imported, used, or processed by Seller,any Acquired Company, or any other Person for whose conduct they are or may be held responsible,have been transported, treated, stored, handled, transferred, disposed, recycled, or received.               (d) No Seller or Acquired Company, or any other Person for whose conduct they are or may beheld responsible, has any Environmental, Health, and SafetyLiabilities with respect to the Facilities or with respect to any other properties and assets(whether real, personal, or mixed) in which Seller or any Acquired Company (or any predecessor),has or had an interest, or at any property geologically or hydrologically adjoining the Facilitiesor any such other property or assets.               (e) There are no Hazardous Materials present on or in the Environment at the Facilities or atany geologically or hydrologically adjoining property, including any Hazardous Materials containedin barrels, above or underground storage tanks, landfills, land deposits, dumps, equipment (whethermoveable or fixed) or other containers, either temporary or permanent, and deposited or located inland, water, sumps, or any other part of the Facilities or such adjoining property, or incorporatedinto any structure therein or thereon. No Seller, Acquired Company, any other Person for whoseconduct they are or may be held responsible, or to the Knowledge of Seller and the AcquiredCompanies,] any other Person, has permitted or conducted, or is aware of, any Hazardous Activityconducted with respect to the Facilities or any other properties or assets (whether real, personal,or mixed) in which Seller or any Acquired Company has or had an interest.
29

 
               (f) There has been no Release or, to the Knowledge of Seller and the Acquired Companies,Threat of Release, of any Hazardous Materials at or from the Facilities or at any other locationswhere any Hazardous Materials were generated, manufactured, refined, transferred, produced,imported, used, or processed from or by the Facilities, or from or by any other properties andassets (whether real, personal, or mixed) in which Seller or any Acquired Company has or had aninterest, or to the Knowledge of Seller and the Acquired Companies any geologically orhydrologically adjoining property, whether by Seller, any Acquired Company, or any other Person.               (g) Seller has delivered to Buyer true and complete copies and results of any reports,studies, analyses, tests, or monitoring possessed or initiated by Seller or any Acquired Companypertaining to Hazardous Materials or Hazardous Activities in, on, or under the Facilities, orconcerning compliance by Seller, any Acquired Company, or any other Person for whose conduct theyare or may be held responsible, with Environmental Laws.          3.20 Employees.               (a) Part 3.20 of the Disclosure Letter contains a complete and accurate list of the followinginformation for each employee or director of the Acquired Companies, including each employee onleave of absence or layoff status: employer; name; job title; current compensation paid or payableand any change in compensation since December 31, 2005; vacation accrued; and service credited forpurposes of vesting and eligibility to participate under any Acquired Company’s pension,retirement, profit-sharing, thrift-savings, deferred compensation, stock bonus, stock option, cashbonus, employee stock ownership (including investment credit or payroll stock ownership), severancepay, insurance, medical, welfare, or vacation plan, other Employee Pension Benefit Plan or EmployeeWelfare Benefit Plan, or any other employee benefit plan or any Director Plan.               (b) No employee or director of any Acquired Company is a party to, or is otherwise bound by,any agreement or arrangement, including any confidentiality,noncompetition, or proprietary rights agreement, between such employee or director and anyother Person (“Proprietary Rights Agreement”) that in any way adversely affects or will affect (i)the performance of his duties as an employee or director of the Acquired Companies, or (ii) theability of any Acquired Company to conduct its business, including any Proprietary Rights Agreementwith Seller or the Acquired Companies by any such employee or director. To Seller’s Knowledge, nodirector, officer, or other key employee of any Acquired Company intends to terminate hisemployment with such Acquired Company.               (c) Part 3.20 of the Disclosure Letter also contains a complete and accurate list of thefollowing information for each retired employee or director of the Acquired Companies, or theirdependents, receiving benefits or scheduled to receive benefits in the future: name, pensionbenefit, pension option election, retiree medical insurance coverage, retiree life insurancecoverage, and other benefits.          3.21 Labor Relations; Compliance. Except as set forth in Part 3.21 of the Disclosure Letter, no Acquired Company has been oris a party to any collective bargaining or other labor Contract. There has not been, there is notpresently pending or existing, and to
30

 
Seller’s Knowledge there is not Threatened, (a) any strike,slowdown, picketing, work stoppage, or employee grievance process, (b) any Proceeding against oraffecting any Acquired Company relating to the alleged violation of any Legal Requirementpertaining to labor relations or employment matters, including any charge or complaint filed by anemployee or union with the National Labor Relations Board, the Equal Employment OpportunityCommission, or any comparable Governmental Body, organizational activity, or other labor oremployment dispute against or affecting any of the Acquired Companies or their premises, or (c) anyapplication for certification of a collective bargaining agent. No event has occurred orcircumstance exists that could provide the basis for any work stoppage or other labor dispute.There is no lockout of any employees by any Acquired Company, and no such action is contemplated byany Acquired Company. Each Acquired Company has complied in all respects with all LegalRequirements relating to employment, equal employment opportunity, nondiscrimination, immigration,wages, hours, benefits, collective bargaining, the payment of social security and similar taxes,occupational safety and health, and plant closing. No Acquired Company is liable for the payment ofany compensation, damages, taxes, fines, penalties, or other amounts, however designated, forfailure to comply with any of the foregoing Legal Requirements.          3.22 Intellectual Property.               (a) Intellectual Property Assets—The term “Intellectual Property Assets” includes:                    (i) the names of Hayden and Hudson, all fictional business names, trade names, registered andunregistered trademarks, service marks, and applications (collectively, “Marks”);                    (ii) all patents, patent applications, and inventions and discoveries that may be patentable(collectively, “Patents”);                    (iii) all copyrights in both published works and unpublished works (collectively,“Copyrights”);                    (iv) all know-how, trade secrets, confidential information, customer lists, software,technical information, data, process technology, plans, drawings, and blue prints (collectively,“Trade Secrets”); owned, used, or licensed by any Acquired Company as licensee or licensor.               (b) Agreements—Part 3.22(b) of the Disclosure Letter contains a complete and accuratelist and summary description, including any royalties paid or received by the Acquired Companies,of all Contracts relating to the Intellectual Property Assets to which any Acquired Company is aparty or by which any Acquired Company is bound, except for any license implied by the sale of aproduct and perpetual, paid-up licenses for commonly available software programs with a value ofless than $5,000 under which an Acquired Company is the licensee. There are no outstanding and, toSeller’s Knowledge, no Threatened disputes or disagreements with respect to any such agreement.               (c) Know-How Necessary for the Business
31

 
                    (i) The Intellectual Property Assets are all those necessary for the operation of the AcquiredCompanies’ businesses as they are currently conducted. One or more of the Acquired Companies is theowner of all right, title, and interest in and to each of the Intellectual Property Assets, freeand clear of all liens, security interests, charges, encumbrances, equities, and other adverseclaims, and has the right to use without payment to a third party all of the Intellectual PropertyAssets.                    (ii) Except as set forth in Part 3.22(c) of the Disclosure Letter, all former and currentemployees of each Acquired Company have executed written Contracts with one or more of the AcquiredCompanies that assign to one or more of the Acquired Companies all rights to any inventions,improvements, discoveries, or information relating to the business of any Acquired Company. Noemployee of any Acquired Company has entered into any Contract that restricts or limits in any waythe scope or type of work in which the employee may be engaged or requires the employee totransfer, assign, or disclose information concerning his work to anyone other than one or more ofthe Acquired Companies.               (d) Patents                    (i) Part 3.22(d) of the Disclosure Letter contains a complete and accurate list and summarydescription of all Patents. One or more of the Acquired Companies is the owner of all right, title,and interest in and to each of the Patents, free and clear of all liens, security interests,charges, encumbrances, entities, and other adverse claims.                    (ii) All of the issued Patents are currently in compliance with formal legal requirements(including payment of filing, examination, and maintenance fees and proofs of working or use), arevalid and enforceable, and are not subject to any maintenance fees or taxes or actions falling duewithin ninety days after the Closing Date.                    (iii) No Patent has been or is now involved in any interference, reissue, reexamination, oropposition proceeding. To Seller’s Knowledge, there is no potentially interfering patent or patentapplication of any third party.                    (iv) No Patent is infringed or, to Seller’s Knowledge, has been challenged or threatened inany way. None of the products manufactured and sold, nor any process or know-how used, by anyAcquired Company infringes or is alleged to infringe any patent or other proprietary right of anyother Person.                    (v) All products made, used, or sold under the Patents have been marked with the proper patentnotice.               (e) Trademarks.                    (i) Part 3.22(e) of Disclosure Letter contains a complete and accurate list and summarydescription of all Marks. One or more of the Acquired Companies is the owner of all right, title,and interest in and to each of the Marks, free and clear of all liens, security interests, charges,encumbrances, equities, and other adverse claims.
32

 
                    (ii) All Marks that have been registered with the United States Patent and Trademark Officeare currently in compliance with all formal legal requirements (including the timelypost-registration filing of affidavits of use and incontestability and renewal applications), arevalid and enforceable, and are not subject to any maintenance fees or taxes or actions falling duewithin ninety days after the Closing Date.                    (iii) No Mark has been or is now involved in any opposition, invalidation, or cancellationand, to Seller’s Knowledge, no such action is Threatened with the respect to any of the Marks.                    (iv) To Seller’s Knowledge, there is no potentially interfering trademark or trademarkapplication of any third party.                    (v) No Mark is infringed or, to Seller’s Knowledge, has been challenged or threatened in anyway. None of the Marks used by any Acquired Company infringes or is alleged to infringe any tradename, trademark, or service mark of any third party.                    (vi) All products and materials containing a Mark bear the proper federal registration noticewhere permitted by law.               (f) Copyrights.                    (i) Part 3.22(f) of the Disclosure Letter contains a complete and accurate list and summarydescription of all Copyrights. One or more of the Acquired Companies is the owner of all right,title, and interest in and to each of the Copyrights, free and clear of all liens, securityinterests, charges, encumbrances, equities, and other adverse claims.                    (ii) All the Copyrights have been registered and are currently in compliance with formal legalrequirements, are valid and enforceable, and are not subject to any maintenance fees or taxes oractions falling due within ninety days after the date of Closing.                    (iii) No Copyright is infringed or, to Seller’s Knowledge, has been challenged or threatenedin any way. None of the subject matter of any of the Copyrights infringes or is alleged toinfringe any copyright of any third party or is a derivative work based on the work of a thirdparty.                    (iv) All works encompassed by the Copyrights have been marked with the proper copyrightnotice.               (g) Trade Secrets.                    (i) With respect to each Trade Secret, the documentation relating to such Trade Secret iscurrent, accurate, and sufficient in detail and content to identify and explain it and to allow itsfull and proper use without reliance on the knowledge or memory of any individual.                    (ii) Seller and the Acquired Companies have taken all reasonable precautions to protect thesecrecy, confidentiality, and value of their Trade Secrets.
33

 
                    (iii) One or more of the Acquired Companies has good title and an absolute (but notnecessarily exclusive) right to use the Trade Secrets. The Trade Secrets are not part of the publicknowledge or literature, and, to Seller’s Knowledge, have not been used, divulged, or appropriatedeither for the benefit of any Person (other than one or more of the Acquired Companies) or to thedetriment of the Acquired Companies. No Trade Secret is subject to any adverse claim or has beenchallenged or threatened in any way.          3.23 Certain Payments. No Acquired Company or director, officer, agent, or employee of any Acquired Company, orany other Person associated with or acting for or on behalf of any Acquired Company, has directlyor indirectly (a) made any contribution, gift, bribe, rebate, payoff, influence payment, kickback,or other payment to any Person, private or public, regardless of form, whether in money, property,or services (i) to obtain favorable treatment in securing business, (ii) to pay for favorabletreatment for business secured, (iii) to obtain special concessions or for special concessionsalready obtained, for or in respect of any Acquired Company or any Affiliate of an AcquiredCompany, or (iv) in violation of any Legal Requirement, (b) established or maintained any fund orasset that has not been recorded in the books and records of the Acquired Companies.          3.24 Disclosure.               (a) No representation or warranty of Seller in this Agreement and no statement in theDisclosure Letter omits to state a material fact necessary to make the statements herein ortherein, in light of the circumstances in which they were made, not misleading.               (b) No notice given pursuant to Section 5.5 will contain any untrue statement or omit to statea material fact necessary to make the statements therein or in this Agreement, in light of thecircumstances in which they were made, not misleading.               (c) There is no fact known to Seller that has specific application to Seller or any AcquiredCompany (other than general economic or industry conditions) and that materially adversely affectsor, as far as Seller can reasonably foresee, materially threatens, the assets, business, prospects,financial condition, or results of operations of the Acquired Companies (on a consolidated basis)that has not been set forth in this Agreement or the Disclosure Letter.          3.25 Relationships With Related Persons. Except as set forth in Part 3.25 of the Disclosure Letter, no Seller or any Related Personof Seller or of any Acquired Company has, or since the first day of the next to last completedfiscal year of the Acquired Companies has had, any interest in any property (whether real,personal, or mixed and whether tangible or intangible), used in or pertaining to the AcquiredCompanies’ businesses. No Seller or any Related Person of Seller or of any Acquired Company is, orsince [the first day of the next to last completed fiscal year of the Acquired Companies] has owned(of record or as a beneficial owner) an equity interest or any other financial or profit interestin, a Person that has (i) had business dealings or a material financial interest in any transactionwith any Acquired Company other than business dealings or transactions conducted in the OrdinaryCourse of Business with the Acquired Companies at substantially prevailing market prices and onsubstantially prevailing market terms, or (ii) engaged in competition with any Acquired Companywith respect to any
34

 
line of the products or services of such Acquired Company (a “CompetingBusiness”) in any market presently served by such Acquired Company [except for less than onepercent of the outstanding capital stock of any Competing Business that is publicly traded on anyrecognized exchange or in the over-the-counter market]. Except as set forth in Part 3.25 of theDisclosure Letter, no Seller or any Related Person of Seller or of any Acquired Company is a partyto any Contract with, or has any claim or right against, any Acquired Company.          3.26 Brokers Or Finders. Except as contemplated by Section 2.4(e) of this Agreement, Seller and their agents haveincurred no obligation or liability, contingent or otherwise, for brokerage or finders’ fees oragents’ commissions or other similar payment in connection with this Agreement.     4. Representations and Warranties of Buyer. Buyer represents and warrants to Selleras follows:          4.1 Organization And Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under thelaws of the State of Oklahoma.          4.2 Authority; No Conflict.               (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceableagainst Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the EscrowAgreement and the Employment Agreements, (collectively, the “Buyer’s Closing Documents”), theBuyer’s Closing Documents will constitute the legal, valid, and binding obligations of Buyer,enforceable against Buyer in accordance with their respective terms. Buyer has the absolute andunrestricted right, power, and authority to execute and deliver this Agreement and the Buyer’sClosing Documents and to perform its obligations under this Agreement and the Buyer’s ClosingDocuments.               (b) Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreementby Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer willgive any Person the right to prevent, delay, or otherwise interfere with any of the ContemplatedTransactions pursuant to:                    (i) any provision of Buyer’s Organizational Documents;                    (ii) any resolution adopted by the board of directors or the stockholders of Buyer;                    (iii) any Legal Requirement or Order to which Buyer may be subject; or                    (iv) any Contract to which Buyer is a party or by which Buyer may be bound.          Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain anyConsent from any Person in connection with the execution and delivery of this Agreement or theconsummation or performance of any of the Contemplated Transactions.
35

 
          4.3 Investment Intent. Buyer is acquiring the Shares for its own account and not with a view to distributionwithin the meaning of Section 2(11) of the Securities Act.          4.4 Certain Proceedings. There is no pending Proceeding that has been commencedagainst Buyer and that challenges, or may have the effect of preventing, delaying, making illegal,or otherwise interfering with, any of the Contemplated Transactions. To Buyer’s Knowledge, no suchProceeding has been Threatened.          4.5 Hayden Name. Buyer will maintain the corporate existence and name of HaydenBuilding Maintenance Corp. for a period of at least two (2) years.     5. Covenants of Seller Prior to Closing Date.          5.1 Access and Investigation. Between the date of this Agreement and the Closing Date, Seller will, and will cause eachAcquired Company and its Representatives to, (a) afford Buyer and itsRepresentatives and prospective lenders and their Representatives (collectively, “Buyer’sAdvisors”) full and free access to each Acquired Company’s personnel, properties (includingsubsurface testing), contracts, books and records, and other documents and data, (b) furnish Buyerand Buyer’s Advisors with copies of all such contracts, books and records, and other existingdocuments and data as Buyer may reasonably request, and (c) furnish Buyer and Buyer’s Advisors withsuch additional financial, operating, and other data and information as Buyer may reasonablyrequest.          5.2 Operation of the Businesses of the Acquired Companies. Between the date of this Agreement and the Closing Date, Seller will, and will cause eachAcquired Company to:               (a) conduct the business of such Acquired Company only in the Ordinary Course of Business;               (b) use their Best Efforts to preserve intact the current business organization of suchAcquired Company, keep available the services of the current officers, employees, and agents ofsuch Acquired Company, and maintain the relations and good will with suppliers, customers,landlords, creditors, employees, agents, and others having business relationships with suchAcquired Company;               (c) confer with Buyer concerning operational matters of a material nature; and               (d) otherwise report periodically to Buyer concerning the status of the business, operations,and finances of such Acquired Company.          5.3 Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of thisAgreement and the Closing Date, Seller will not, and will cause each Acquired Company not to,without the prior consent of Buyer, take any affirmative action, or fail to take any reasonableaction within their or its control, as a result of which any of the changes or events listed inSection 3.16 is likely to occur.
36

 
          5.4 Required Approvals. As promptly as practicable after the date of this Agreement, Seller will, and will causeeach Acquired Company to, make all filings required by Legal Requirements to be made by them inorder to consummate the Contemplated Transactions. Between the date of this Agreement and theClosing Date, Seller will, and will cause each Acquired Company to, (a) cooperate with Buyer withrespect to all filings that Buyer elects to make or is required by Legal Requirements to make inconnection with the Contemplated Transactions, and (b) cooperate with Buyer in obtaining allconsents identified in Schedule 4.2.          5.5 Notification. Between the date of this Agreement and the Closing Date, Seller will promptly notify Buyerin writing if Seller or any Acquired Company becomes aware of any fact or condition that causes orconstitutes a Breach of any of Seller’s representations and warranties as of the date of thisAgreement, or if Seller or any Acquired Company becomes aware of the occurrence after the date ofthis Agreement of any fact or condition that would (except as expressly contemplated by thisAgreement) cause or constitute a Breach of any such representation or warranty had suchrepresentation or warranty been made as of the time of occurrence or discovery of such fact orcondition. During the same period, Seller will promptly notify Buyer of the occurrence of anyBreach of any covenant of Seller in this Section 5 or of the occurrence of any event that may makethe satisfaction of the conditions in Section 7 impossible or unlikely.          5.6 Payment of Indebtedness by Related Persons. Except as expressly provided in this Agreement, Seller will cause all indebtedness owed toan Acquired Company by either Seller or any Related Person of either Seller to be paid in fullprior to Closing.          5.7 No Negotiation. Until such time, if any, as this Agreement is terminated pursuant to Section 9, Seller willnot, and will cause each Acquired Company and each of their Representatives not to, directly orindirectly solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiatewith, provide any non-public information to, or consider the merits of any unsolicited inquiries orproposals from, any Person (other than Buyer) relating to any transaction involving the sale of thebusiness or assets (other than in the Ordinary Course of Business) of any Acquired Company, or anyof the capital stock of any Acquired Company, or any merger, consolidation, business combination,or similar transaction involving any Acquired Company.          5.8 Best Efforts. Between the date of this Agreement and the Closing Date, Seller will use his Best Effortsto cause the conditions in Sections 7 and 8 to be satisfied.     6. Covenants of Buyer Prior to Closing Date.          6.1 Approvals of Governmental Bodies. As promptly as practicable after the date of this Agreement, Buyer will, and will causeeach of its Related Persons to, make all filings required by Legal Requirements to be made by themto consummate the Contemplated Transactions. Between the date of this Agreement and the ClosingDate, Buyer will, and will cause each Related Person to, cooperate with Seller with respect to allfilings that Seller is required by Legal Requirements to make in connection with the ContemplatedTransactions, and (ii) cooperate with Seller in obtaining all consents identified in Part 3.2 ofthe Disclosure Letter;
37

 
provided that this Agreement will not require Buyer to dispose of or makeany change in any portion of its business or to incur any other burden to obtain a GovernmentalAuthorization.          6.2 Best Efforts. Except as set forth in the proviso to Section 6.1, between the date of this Agreement andthe Closing Date, Buyer will use its Best Efforts to cause the conditions in Sections 7 and 8 to besatisfied.     7. Conditions Precedent to Buyer’s Obligation to Close. Buyer’s obligation to purchase the Shares and to take the other actions required to betaken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of eachof the following conditions (any of which may be waived by Buyer, in whole or in part):          7.1 Accuracy of Representations.               (a) All of Seller’s representations and warranties in this Agreement (consideredcollectively), and each of these representations and warranties (considered individually), musthave been accurate in all material respects as of the date of this Agreement, and must be accuratein all material respects as of the Closing Date as if made on the Closing Date, without givingeffect to any supplement to the Disclosure Letter.               (b) Each of Seller’s representations and warranties in Sections 3.3, 3.4 and 3.1(i) must havebeen accurate in all respects as of the date of this Agreement, and must be accurate in allrespects as of the Closing Date as if made on the Closing Date, without giving effect to anysupplement to the Disclosure Letter.          7.2 Seller’s Performance.               (a) All of the covenants and obligations that Seller is required to perform or to comply withpursuant to this Agreement at or prior to the Closing (considered collectively), and each of thesecovenants and obligations (considered individually), must have been duly performed and compliedwith in all material respects.               (b) Each document required to be delivered pursuant to Section 2.4 must have been delivered,and each of the other covenants and obligations in Sections 5.1 through 5.8 must have beenperformed and complied with in all respects.          7.3 Consents. Except as provided in Part 7.3 of the Disclosure Letter, each of the Consents identified inParts 3.2 and 4.2 of the Disclosure Letter must have been obtained and must be in full force andeffect.          7.4 Additional Documents. Each of the following documents must have been delivered to Buyer:               (a) an opinion of Hendrick, Phillips, Salzman & Flatt, dated the Closing Date, in theform of Exhibit 7.4(a); and
38

 
               (b)such other documents as Buyer may reasonably request for the purpose of (i) enabling itscounsel to provide the opinion referred to in Section 8.4(a), (ii) evidencing the accuracy of anyof Seller’s representations and warranties, (iii) evidencing the performance by either Seller of,or the compliance by either Seller with, any covenant or obligation required to be performed orcomplied with by such Seller, (iv) evidencing the satisfaction of any condition referred to in thisSection 7, or (v) otherwise facilitating the consummation or performance of any of the ContemplatedTransactions.          7.5 No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened againstBuyer, or against any Person affiliated with Buyer, any Proceeding (a) involving any challenge to,or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b)that may have the effect of preventing, delaying, making illegal, or otherwise interfering with anyof the Contemplated Transactions.          7.6 No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or Threatened by any Person any claim asserting that suchPerson (a) is the holder or the beneficial owner of, or has the right to acquire or to obtainbeneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, anyof the Acquired Companies, or (b) is entitled to all or any portion of the Purchase Price payablefor the Shares.          7.7 No Prohibition. Neither the consummation nor the performance of any of the Contemplated Transactions will,directly or indirectly (with or without notice or lapse of time), materially contravene, orconflict with, or result in a material violation of, or cause Buyer or any Person affiliated withBuyer to suffer any material adverse consequence under, (a) any applicable Legal Requirement orOrder, or (b) any Legal Requirement or Order that has been published, introduced, or otherwiseformally proposed by or before any Governmental Body.     8. Conditions Precedent to Seller’s Obligation to Close. Seller’s obligation to sell the Shares and to take the other actions required to be takenby Seller at the Closing is subject to the satisfaction, at or prior to the Closing, of each of thefollowing conditions (any of which may be waived by Seller, in whole or in part):          8.1 Accuracy of Representations. All of Buyer’s representations and warranties in this Agreement (considered collectively),and each of these representations and warranties (considered individually), must have been accuratein all material respects as of the date of this Agreement and must be accurate in all materialrespects as of the Closing Date as if made on the Closing Date.          8.2 Buyer’s Performance.               (a) All of the covenants and obligations that Buyer is required to perform or to comply withpursuant to this Agreement at or prior to the Closing (considered collectively), and each of thesecovenants and obligations (considered individually), must have been performed and complied with inall material respects.               (b) Buyer must have delivered each of the documents required to be delivered by Buyer pursuantto Section 2.4 and must have made the cash payments required to be made by Buyer pursuant toSections 2.4(b)(i) and 2.4(b)(iii).
39

 
          8.3 Consents. Each of the Consents identified in Section 3.2 of the Disclosure Letter, except for creditagreements with banks or bonding companies,must have been obtained and must be in full force andeffect.          8.4 Additional Documents. Buyer must have caused the following documents to be delivered to Seller:               (a) an opinion of McAfee & Taft A Professional Corporation, dated the Closing Date, in theform of Exhibit 8.4(a); and               (b) such other documents as Seller may reasonably request for the purpose of (i) enablingtheir counsel to provide the opinion referred to in Section 7.4(a), (ii) evidencing the accuracy ofany representation or warranty of Buyer, (iii) evidencing the performance by Buyer of, or thecompliance by Buyer with, any covenant or obligation required to be performed or complied with byBuyer, (ii) evidencing the satisfaction of any condition referred to in this Section 8, or (v)otherwise facilitating the consummation of any of the Contemplated Transactions.          8.5 No Injunction. There must not be in effect any Legal Requirement or anyinjunction or other Order that (a) prohibits the sale of the Shares by Seller to Buyer, and (b) hasbeen adopted or issued, or has otherwise become effective, since the date of this Agreement.          8.6 Bonding Guarantees. Buyer shall cause Seller to be released from all guarantees or performance bonds or toobtain substitute performance bonds which are not guaranteed by Seller.     9. Termination          9.1 Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated:               (a) by either Buyer or Seller if a material Breach of any provision of this Agreement has beencommitted by the other party and such Breach has not been waived;               (b) (i) by Buyer if any of the conditions in Section 7 has not been satisfied as of theClosing Date or if satisfaction of such a condition is or becomes impossible (other than throughthe failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waivedsuch condition on or before the Closing Date; or (ii) by Seller, if any of the conditions inSection 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is orbecomes impossible (other than through the failure of Seller to comply with his obligations underthis Agreement) and Seller has not waived such condition on or before the Closing Date;               (c) by mutual consent of Buyer and Seller; or
40

 
               (d) by either Buyer or Seller if the Closing has not occurred (other than through the failureof any party seeking to terminate this Agreement to comply fully with its obligations under thisAgreement) on or before March 15, 2007, or such later date as the parties may agree upon.          9.2 Effect of Termination. Each party’s right of termination under Section 9.1 is in addition to any other rights itmay have under this Agreement or otherwise, and the exercise of a right of termination will not bean election of remedies. If this Agreement is terminated pursuant to Section 9.1, all furtherobligations of the parties under this Agreement will terminate, except that the obligations inSections 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by aparty because of the Breach of the Agreement by the other party or because one or more of theconditions to the terminating party’s obligations under this Agreement is not satisfied as a resultof the other party’s failure to comply with its obligations under this Agreement, the terminatingparty’s right to pursue all legal remedies will survive such termination unimpaired.     10. Indemnification; Remedies.          10.1 Survival; Right to Indemnification Not Affected by Knowledge. All representations, warranties, covenants, and obligations in this Agreement, theDisclosure Letter, the supplements to the Disclosure Letter, the certificate delivered pursuant toSection 2.4(a)(v), and any other certificate or document delivered pursuant to this Agreement willsurvive the Closing. The waiver of any condition based on the accuracy of any representation orwarranty, or on the performance of or compliance with any covenant or obligation, will not affectthe right to indemnification, payment of Damages, or other remedy based on such representations,warranties, covenants, and obligations.          10.2 Indemnification and Payment of Damages By Seller. Seller will indemnify and hold harmless Buyer, the Acquired Companies, and their respectiveRepresentatives, stockholders, controlling persons, and affiliates (collectively, the “IndemnifiedPersons”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim,damage (including incidental and consequential damages), expense (including costs of investigationand defense and reasonable attorneys’ fees) or diminution of value, whether or not involving athird-party claim (collectively, “Damages”), arising, directly or indirectly, from or in connectionwith:               (a) any Breach of any representation or warranty made by Seller in this Agreement (withoutgiving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplementsto the Disclosure Letter, or any other certificate or document delivered by Seller pursuant to thisAgreement;               (b) any Breach of any representation or warranty made by Seller in this Agreement as if suchrepresentation or warranty were made on and as of the Closing Date without giving effect to anysupplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplementto the Disclosure Letter and is expressly identified in the certificate delivered pursuant toSection 2.4(a)(v) as having caused the condition specified in Section 7.1 not to be satisfied;
41

 
               (c) any Breach by either Seller of any covenant or obligation of such Seller in thisAgreement;               (d) any product shipped or manufactured by, or any services provided by, any Acquired Companyprior to the Closing Date;               (e) any matter disclosed in the Disclosure Letter; or               (f) any claim by any Person for brokerage or finder’s fees or commissions or similar paymentsbased upon any agreement or understanding alleged to have been made by any such Person with eitherSeller or any Acquired Company (or any Person acting on their behalf) in connection with any of theContemplated Transactions.          The remedies provided in this Section 10.2 will not be exclusive of or limit any otherremedies that may be available to Buyer or the other Indemnified Persons.          10.3 Indemnification And Payment Of Damages By Seller — Environmental Matters. In addition to the provisions of Section 10.2, Seller, jointly and severally, willindemnify and hold harmless Buyer, the Acquired Companies, and the other Indemnified Persons for,and will pay to Buyer, the Acquired Companies, and the other Indemnified Persons the amount of, anyDamages (including costs of cleanup, containment, or other remediation) arising, directly orindirectly, from or in connection with:               (a) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A)the ownership, operation, or condition at any time on or prior to the Closing Date of theFacilities or any other properties and assets (whether real, personal, or mixed and whethertangible or intangible) in which Seller or any Acquired Company has or had an interest, or (B) anyHazardous Materials or other contaminants that were present on the Facilities or such otherproperties and assets at any time on or prior to the Closing Date; or (ii) (A) any HazardousMaterials or other contaminants, wherever located, that were, or were allegedly, generated,transported, stored, treated, Released, or otherwise handled by Seller or any Acquired Company orby any other Person for whose conduct they are or may be held responsible at any time on or priorto the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted bySeller or any Acquired Company or by any other Person for whose conduct they are or may be heldresponsible; or               (b) any bodily injury (including illness, disability, and death, and regardless of when anysuch bodily injury occurred, was incurred, or manifested itself), personal injury, property damage(including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), orother damage of or to any Person, including any employee or former employee of Seller or anyAcquired Company or any other Person for whose conduct they are or may be held responsible, in anyway arising from or allegedly arising from any Hazardous Activity conducted or allegedly conductedwith respect to the Facilities or the operation of the Acquired Companies prior to the ClosingDate, or from Hazardous Material that was (i) present or suspected to be present on or before theClosing Date on or at the Facilities (or present or suspected to be present on any other property,if such Hazardous Material emanated or allegedly emanated from any of the Facilities and waspresent or suspected to be present on any of the
42

 
Facilities on or prior to the Closing Date) or(ii) Released or allegedly Released by Seller or any Acquired Company or any other Person for whoseconduct they are or may be held responsible, at any time on or prior to the Closing Date.          Buyer will be entitled to control any Cleanup, any related Proceeding, and, except as providedin the following sentence, any other Proceeding with respect to which indemnity may be sought underthis Section 10.3. The procedure described in Section 10.9 will apply to any claim solely formonetary damages relating to a matter covered by this Section 10.3.          10.4 Indemnification and Payment of Damages by Buyer. Buyer will indemnify and hold harmless Seller, and will pay to Seller the amount of anyDamages arising, directly or indirectly, from or in connection with (a) any Breach of anyrepresentation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyerpursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in thisAgreement, or (c) any claim by any Person for brokerage or finder’s fees or commissions or similarpayments based upon any agreement or understanding alleged to have been made by such Person withBuyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.          10.5 Time Limitations. If the Closing occurs, Seller will have no liability (for indemnification or otherwise)with respect to any representation or warranty, or covenant or obligation to be performed andcomplied with prior to the Closing Date, other than those in Sections 3.1, 3.3, 3.11, 3.13, and3.19, unless on or before December 31, 2009 Buyer notifies Seller of a claim specifying the factualbasis of that claim in reasonable detail to the extent then known by Buyer; a claim with respect toSection 3.3, 3.11, 3.13, or 3.19, or a claim for indemnification or reimbursement not based uponany representation or warranty or any covenant or obligation to be performed and complied withprior to the Closing Date, may be made at any time.          10.6 Limitations On Amount—Seller. Seller will have no liability (for indemnification or otherwise) with respect to thematters described in clause (a), clause (b) or, to the extent relating to any failure to perform orcomply prior to the Closing Date, clause (c) of Section 10.2 in an amount in excess of $600,000.However, this Section 10.6 will not apply to any Breach of any of Seller’s representations andwarranties of which either Seller had Knowledge at any time prior to the date on which suchrepresentation and warranty is made or any intentional Breach by either Seller of any covenant orobligation, and Seller will be jointly and severally liable for all Damages with respect to suchBreaches.          10.7 Limitations on Amount—Buyer. Buyer will have no liability (for indemnification or otherwise) with respect to the mattersin excess of $600,000. However, this Section 10.7 will not apply to any Breach of any of Buyer’srepresentations and warranties of which Buyer had Knowledge at any time prior to the date on whichsuch representation and warranty is made or any intentional Breach by Buyer of any covenant orobligation, and Buyer will be liable for all Damages with respect to such Breaches.          10.8 Escrow; Right Of Set-Off. Subject to Section 10 .6, upon notice to Seller specifying in reasonable detail the basisfor such set-off, Buyer may set off any amount to which
43

 
it may be entitled under this Section 10against amounts otherwise payable. Neither the exercise of nor the failure to exercise such rightof set-off or to give a notice of a Claim under the Escrow Agreement will constitute an election ofremedies or limit Buyer in any manner in the enforcement of any other remedies that may beavailable to it.          10.9 Procedure For Indemnification—Third Party Claims.               (a) Promptly after receipt by an indemnified party under Section 10.2, 10.4, or (to the extentprovided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of anyProceeding against it, such indemnified party will, if a claim is to be made against anindemnifying party under such Section, give notice to the indemnifying party of the commencement ofsuch claim, but the failure to notify the indemnifying party will not relieve the indemnifyingparty of any liability that it may have to any indemnified party, except to the extent that theindemnifying party demonstrates that the defense of such action is prejudiced by the indemnifyingparty’s failure to give such notice.               (b) If any Proceeding referred to in Section 10.9(a) is brought against an indemnified partyand it gives notice to the indemnifying party of the commencement of such Proceeding, theindemnifying party will, unless the claim involves Taxes, be entitled to participate in suchProceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party tosuch Proceeding and the indemnified party determines in good faith that joint representation wouldbe inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to theindemnified party of its financial capacity to defend such Proceeding and provide indemnificationwith respect to such Proceeding), to assume the defense of such Proceeding with counselsatisfactory to the indemnified party and, after notice from the indemnifying party to theindemnified party of its election to assume the defense of such Proceeding, the indemnifying partywill not, as long as it diligently conducts such defense, be liable to the indemnified party underthis Section 10 for any fees of other counsel or any other expenses with respect to the defense ofsuch Proceeding, in each case subsequently incurred by the indemnified party in connection with thedefense of such Proceeding, other than reasonable costs of investigation. If the indemnifying partyassumes the defense of a Proceeding, (i) it will be conclusively established for purposes of thisAgreement that the claims made in that Proceeding are within the scope of and subject toindemnification; (ii) no compromise or settlement of such claims may be effected by theindemnifying party without the indemnified party’s consent unless (A) there is no finding oradmission of any violation of Legal Requirements or any violation of the rights of any Person andno effect on any other claims that may be made against the indemnified party, and (B) the solerelief provided is monetary damages that are paid in full by the indemnifying party; and (iii) theindemnified party will have no liability with respect to any compromise or settlement of suchclaims effected without its consent. If notice is given to an indemnifying party of thecommencement of any Proceeding and the indemnifying party does not, within ten days after theindemnified party’s notice is given, give notice to the indemnified party of its election to assumethe defense of such Proceeding, the indemnifying party will be bound by any determination made insuch Proceeding or any compromise or settlement effected by the indemnified party.               (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that thereis a reasonable probability that a Proceeding may adversely affect it or its
44

 
affiliates other thanas a result of monetary damages for which it would be entitled to indemnification under thisAgreement, the indemnified party may, by notice to the indemnifying party, assume the exclusiveright to defend, compromise, or settle such Proceeding, but the indemnifying party will not bebound by any determination of a Proceeding so defended or any compromise or settlement effectedwithout its consent (which may not be unreasonably withheld).               (d) Seller hereby consents to the non-exclusive jurisdiction of any court in which aProceeding is brought against any Indemnified Person for purposes of any claim that an IndemnifiedPerson may have under this Agreement with respect to such Proceeding or the matters allegedtherein, and agree that process may be served on Seller with respect to such a claim anywhere inthe world.          10.10 Procedure For Indemnification—Other Claims. A claim for indemnification for any matter not involving a third-party claim may beasserted by notice to the party from whom indemnification is sought.     11. General Provisions.          11.1 Expenses. Except as otherwise expressly provided in this Agreement, each party to this Agreement willbear its respective expenses incurred in connection with the preparation, execution, andperformance of this Agreement and the Contemplated Transactions, including all fees and expenses ofagents, representatives, counsel, and accountants. Seller will cause the Acquired Companies not toincur any out-of-pocket expenses in connection with this Agreement. In the event of termination ofthis Agreement, the obligation of each party to pay its own expenses will be subject to any rightsof such party arising from a breach of this Agreement by another party.          11.2 Public Announcements. Any public announcement or similar publicity with respect to this Agreement or theContemplated Transactions will be issued, if at all, at such time and in such manner as Buyerdetermines. Unless consented to by Buyer in advance or required by Legal Requirements, prior to theClosing Seller shall, and shall cause the Acquired Companies to, keep this Agreement strictlyconfidential and may not make any disclosure of this Agreement to any Person. Seller and Buyer willconsult with each other concerning the means by which the Acquired Companies’ employees, customers,and suppliers and others having dealings with the Acquired Companies will be informed of theContemplated Transactions, and Buyer will have the right to be present for any such communication.          11.3 Confidentiality. Between the date of this Agreement and the Closing Date, Buyer and Seller will maintain inconfidence, and will cause the directors, officers, employees, agents, and advisors of Buyer andthe Acquired Companies to maintain in confidence, any written information stamped “confidential”when originally furnished by another party or an Acquired Company in connection with this Agreementor the Contemplated Transactions, unless (a) such information is already known to such party or toothers not bound by a duty of confidentiality or such information becomes publicly availablethrough no fault of such party, (b) such information is required to be disclosed or reported by anyLegal Requirements, (c) the use of such information is necessary or appropriate in making anyfiling or
45

 
obtaining any consent or approval required for the consummation of the ContemplatedTransactions, or (d) the furnishing or use of such information is required by or necessary orappropriate in connection with legal proceedings.          If the Contemplated Transactions are not consummated, each party will return or destroy asmuch of such written information as the other party may reasonably request. Whether or not theClosing takes place, Seller waives, and will upon Buyer’s request cause the Acquired Companies towaive, any cause of action, right, or claim arising out of the access of Buyer or itsrepresentatives to any trade secrets or other confidential information of the Acquired Companiesexcept for the intentional competitive misuse by Buyer of such trade secrets or confidentialinformation.          11.4 Notices. All notices, consents, waivers, and other communications under this Agreement must be inwriting and will be deemed to have been duly given when (a) delivered by hand (with writtenconfirmation of receipt), (b) sent by telecopier (with written confirmation of receipt), providedthat a copy is mailed by registered mail, return receipt requested, or (c) when received by theaddressee, if sent by a nationally recognized overnight delivery service (receipt requested), ineach case to the appropriate addresses and telecopier numbers set forth below (or to such otheraddresses and telecopier numbers as a party may designate by notice to the other parties):   Seller: Greg Hayden  169 Western Highway, West  Nayck, NY 10994  Facsimile No.: (845) 353-2600   with a copy to:  Hendrick, Phillips, Salzman & Flatt, P.C.  230 Peachtree Street, N.W., Suite 2500  Atlanta, Georgia 30303  Attention: Scott D. Calhoun  Facsimile No.: (404) 522-9545   Buyer:    Aduddell Industries, Inc.  1601 N W Expressway Ste 1500  Oklahoma City OK 73118  Attention: Reggie Cook  Facsimile No.: 405-840-2863   with a copy to:  McAfee & Taft  Two Leadership Square 10th Floor  211 North Robinson  Oklahoma City OK 73102  Attention: David Ketelsleger  Facsimile No.: 405-235-0439
46

 
          11.5 Jurisdiction; Service Of Process. Any action or proceeding seeking to enforce any provision of, or based on any right arisingout of, this Agreement may be brought against any of the parties in the courts of the State ofOklahoma, County of Oklahoma, or, if it has or can acquire jurisdiction, in the United StatesDistrict Court for the Western District of Oklahoma, and each of the parties consents tothe jurisdiction of such courts (and of the appropriate appellate courts) in any such actionor proceeding and waives any objection to venue laid therein. Process in any action or proceedingreferred to in the preceding sentence may be served on any party anywhere in the world.          11.6 Further Assurances. The parties agree (a) to furnish upon request to each other such further information, (b)to execute and deliver to each other such other documents, and (c) to do such other acts andthings, all as the other party may reasonably request for the purpose of carrying out the intent ofthis Agreement and the documents referred to in this Agreement.          11.7 Waiver. The rights and remedies of the parties to this Agreement are cumulative and notalternative. Neither the failure nor any delay by any party in exercising any right, power, orprivilege under this Agreement or the documents referred to in this Agreement will operate as awaiver of such right, power, or privilege, and no single or partial exercise of any such right,power, or privilege will preclude any other or further exercise of such right, power, or privilegeor the exercise of any other right, power, or privilege. To the maximum extent permitted byapplicable law, (a) no claim or right arising out of this Agreement or the documents referred to inthis Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation ofthe claim or right unless in writing signed by the other party; (b) no waiver that may be given bya party will be applicable except in the specific instance for which it is given; and (c) no noticeto or demand on one party will be deemed to be a waiver of any obligation of such party or of theright of the party giving such notice or demand to take further action without notice or demand asprovided in this Agreement or the documents referred to in this Agreement.          11.8 Entire Agreement And Modification. This Agreement supersedes all prior agreements between the parties with respect to itssubject matter and constitutes (along with the documents referred to in this Agreement) a completeand exclusive statement of the terms of the agreement between the parties with respect to itssubject matter. This Agreement may not be amended except by a written agreement executed by theparty to be charged with the amendment.          11.9 Disclosure Letter.               (a) The disclosures in the Disclosure Letter, and those in any Supplement thereto, must relateonly to the representations and warranties in the Section of the Agreement to which they expresslyrelate and not to any other representation or warranty in this Agreement.               (b) In the event of any inconsistency between the statements in the body of this Agreement andthose in the Disclosure Letter (other than an exception expressly set forth
47

 
as such in theDisclosure Letter with respect to a specifically identified representation or warranty), thestatements in the body of this Agreement will control.          11.10 Assignments, Successors, And No Third-Party Rights. Neither party may assign any of its rights under this Agreement without the prior consentof the other parties, which will not be unreasonably withheld, except that Buyer may assign any ofits rights under this Agreement to any Subsidiary of Buyer. Subject to the preceding sentence, thisAgreement will apply to, be binding in all respects upon, and inure to the benefit of thesuccessors and permitted assigns of the parties. Nothing expressed or referred to in this Agreementwill be construed to give any Person other than the parties to this Agreement any legal orequitable right, remedy, or claim under or with respect to this Agreement or any provision of thisAgreement. This Agreement and all of its provisions and conditions are for the sole and exclusivebenefit of the parties to this Agreement and their successors and assigns.          11.11 Severability. If any provision of this Agreement is held invalid or unenforceable by any court ofcompetent jurisdiction, the other provisions of this Agreement will remain in full force andeffect. Any provision of this Agreement held invalid or unenforceable only in part or degree willremain in full force and effect to the extent not held invalid or unenforceable.          11.12 Section Headings, Construction. The headings of Sections in this Agreement are provided for convenience only and will notaffect its construction or interpretation. All references to “Section” or “Sections” refer to thecorresponding Section or Sections of this Agreement. All words used in this Agreement will beconstrued to be of such gender or number as the circumstances require. Unless otherwise expresslyprovided, the word “including” does not limit the preceding words or terms.          11.13 Time Of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, timeis of the essence.          11.14 Governing Law. This Agreement will be governed by the laws of the State of Oklahoma without regard toconflicts of laws principles.          11.15 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed tobe an original copy of this Agreement and all of which, when taken together, will be deemed toconstitute one and the same agreement.
48

 
          IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the datefirst written above.     Buyer: Aduddell Industries, Inc.       By                      Seller:         Name
49