energyking_8k-ex1001.htm


    Exhibit 10.1

     

     

    
      


      AGREEMENT
AND PLAN OF MERGER

       

      This
Agreement and Plan of Merger is made as of February 29, 2008, by and among
Buckeye Ventures, Inc., a Nevada corporation (“Buckeye”), GHA Acquisition Corp.,
a Delaware corporation (the “Acquisition Sub”), Gallagher’s Heating & Air
Conditioning, Inc., a California corporation (the “Company”), and Timothy E.
Gallagher (the “Stockholder”).

       

      WHEREAS, the Acquisition Sub
is a wholly-owned subsidiary of Buckeye;

       

      WHEREAS, the respective Boards
of Directors of the Acquisition Sub and the Company (which corporations are
hereinafter collectively referred to as “Constituent Corporations”) have deemed
it advisable and in the best interests of the Constituent Corporations and their
respective stockholders that the Acquisition Sub merge with and into the Company
pursuant to this Agreement and the applicable provisions of the laws of the
State of Delaware and the State of California;

       

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

       

      ARTICLE
1

      DEFINITIONS

       

      1.1           Definitions.  In
addition to capitalized terms defined elsewhere in this Agreement, the following
capitalized terms used in this Agreement have the following meanings for all
purposes of this Agreement:

       

      “1933
Act” means the Securities Act of 1933, as amended.

       

      “1934
Act” means the Securities Exchange Act of 1934, as amended.

       

      “Additional
Promissory Note” means the Promissory Note, in substantially the form attached
as Exhibit B-1,
issued in connection with the Merger.

       

      “Agreement”
means this Agreement and Plan of Reorganization, including all Exhibits and
Schedules attached hereto, as the same may be supplemented, modified or
otherwise amended from time to time.

       

      “Articles
of Merger” means those Articles or Certificates of Merger with respect to the
Merger in substantially the forms attached as Exhibit A-1 and Exhibit A-2 or with
such other changes therein as may be required by applicable state
laws.

       

      “Buckeye
Stock” means any common stock of Buckeye to be received by any Person pursuant
to or in connection with this Agreement or any of the other agreements or
documents executed and/or delivered in connection with this Agreement, including
without limitation the Promissory Note and the capital stock of Buckeye which
may be issued in payment of or upon the conversion of any portion of the
Promissory Note.

       

      “Code”
means the Internal Revenue Code of 1986, as amended.

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      


       

      “Delaware
GCL” means the General Corporation Law of the State of Delaware, as
amended.

       

      “Due
Diligence Date” means September 30, 2007.

       

      “Effective
Time of the Merger” means the time as of which the Merger becomes effective
under both the Delaware GCL and the corporate law of the State of
California.

       

      “Expiration
Date” means, (a) with respect to the representations and warranties contained in
Article 4
(other than Sections 4.3, 4.4, 4.8,
4.9, 4.12, 4.20, 4.21, 4.22 and 4.30 or which relate in any way to the
absence or non-existence of any Excluded Liabilities), and the confirmations of
such representations and warranties on the Closing Date, the date which is
eighteen months from the Closing Date, (b) with respect to the representations
and warranties contained in Article 6, and
the confirmations of such representations and warranties on the Closing Date,
the date which is eighteen months from the Closing Date, and (c) with respect to
any other representations and warranties under this Agreement (including those
in Sections 4.3,
4.4, 4.8, 4.9, 4.12, 4.20, 4.21, 4.22(b)(v) and 4.30 and those in Article 5 or that
relate in any way to the absence or non-existence of any Excluded Liabilities),
and the confirmations of such representations and warranties on the Closing
Date, the date on which a suit against the Company or the Surviving Corporation
with respect to any breach thereof (and any suit by any third party on account
of any matters described therein) would be barred by the applicable statute of
limitations.

       

      “Excluded
Liabilities” means any and all liabilities or obligations of the Company of any
kind, character or description, whether known or unknown, absolute, contingent
or otherwise, in each case arising from circumstances, events or occurrences
existing or occurring prior to the Closing Date that are not reflected as
liabilities on or adequately reserved for on the Closing Balance Sheet (other
than any liabilities for the performance after the Closing Date of contracts and
agreements entered into by the Company in the ordinary course of business and
consistent with past practice (and which do not relate to or result from any
breach or violation thereof prior to the Closing)).

       

      “Hazardous
Materials” means any wastes, substances or materials (whether solids, liquids or
gases) that are deemed hazardous, toxic, pollutants or contaminants, including
substances defined as “hazardous wastes,” “hazardous substances,” “toxic
substances,” “radioactive materials” or other similar designations in, or
otherwise subject to regulation under, any Environmental
Laws.  “Hazardous Materials” includes polychlorinated biphenyls
(PCBs), asbestos, lead-based paints and petroleum and petroleum products
(including crude oil or any fraction thereof).

       

      “Merger”
means the merger of the Acquisition Sub with and into the Company pursuant to
this Agreement and the applicable provisions of the laws of the State of
Delaware and the State of California.

       

      “PBGC”
means the Pension Benefit Guaranty Corporation or its successors.

       

      “Promissory
Note” means the Promissory Note, in substantially the form attached as Exhibit B-2, issued
in connection with the Merger.

       

      “Returns”
means any returns, reports or statements (including any information returns)
required to be filed for purposes of a particular Tax.

       


      
        
           


        

        
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      “Schedule”
means each Schedule attached hereto, which shall reference the relevant sections
of this Agreement, on which parties hereto disclose information as part of their
respective representations, warranties and covenants.

       

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

       

      “Security
Documents” means the document(s) in substantially the form(s) attached as Exhibit
C.

       

      “Surviving
Corporation” means the Company as the surviving corporation in the
Merger.

       

      “Tax” or
“Taxes” means all federal, state, local or foreign net or gross income, gross
receipts, net proceeds, sales, use, ad valorem, value added, franchise, bank
shares, withholding, payroll, employment, excise, property, deed, stamp,
alternative or add on minimum, or other taxes, assessments, duties, fees, levies
or other governmental charges of any nature whatever, whether disputed or not,
together with any interest, penalties, additions to tax or additional amounts
with respect thereto.

       

      1.2           Other
Definitions.  The following indicates the location in this
Agreement of other terms defined herein:

       

      
        	
                Defined
      Term

              	
                Location

              
	 	 
	
                Additional
      Amount

              	
                Sec.
      10.2

              
	
                Accountant

              	
                Schedule
      2.4

              
	
                Acquisition
      Sub

              	
                Introduction

              
	
                Affiliates

              	
                Sec.
      4.7

              
	
                Aggregate
      Consideration Amount

              	
                Schedule
      2.4

              
	
                Authorizations

              	
                Sec.
      4.11

              
	
                Buckeye

              	
                Introduction

              
	
                Charter
      Documents

              	
                Sec.
      6.1

              
	
                Closing

              	
                Sec.
      3.1

              
	
                Closing
      Balance Sheet

              	
                Schedule
      2.4

              
	
                Closing
      Date

              	
                Sec.
      3.1

              
	
                Company

              	
                Introduction

              
	
                Company
      Charter Documents

              	
                Sec.
      4.1

              
	
                Company
      Financial Statements

              	
                Sec.
      4.8

              
	
                Company
      Material Documents

              	
                Sec.
      4.22

              
	
                Company
      Stock

              	
                Sec.
      2.4

              
	
                Constituent
      Corporations

              	
                Recitals

              
	
                Debt

              	
                Schedule
      2.4

              
	
                Dispute

              	
                Sec.
      14.1(a)

              
	
                Earn-Out
      Amount

              	
                Sec.
      10.2

              
	
                EBIT

              	
                Sec.
      10.2

              
	
                EBIT
      Target

              	
                Sec.
      10.2

              
	
                Environmental
      Laws

              	
                Sec.
      4.12

              
	
                ERISA

              	
                Sec.
      4.18(a)

              
	
                Excess
      EBIT

              	
                Sec.
      10.2

              
	
                Fair
      Market Value

              	
                Sec.
      10.2

              
	
                Indemnified
      Party

              	
                Sec.
      11.3(a)

              
	
                Indemnifying
      Party

              	
                Sec.
      11.3(a)

              
	
                Intellectual
      Property

              	
                Sec.
      4.28

              
	
                Measurement
      Period

              	
                Sec.
      10.2

              
	
                Plans

              	
                Sec.
      4.18(a)

              
	
                Qualified
      Plans

              	
                Sec.
      4.19

              
	
                Stockholder

              	
                Introduction

              
	
                Third
      Person

              	
                Sec.
      11.3(a)

              
	
                Transfer
      Taxes

              	
                Sec.
      15.6

              


      

      


       


      
        
           


        

        
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      1.3           Other Definitional
Provisions.  All terms defined in this Agreement in the
singular shall have comparable meanings when used in the plural and
vice-versa.  The words “hereof,” “herein” and “hereunder” and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this
Agreement.  Underlined references to Articles, Sections, Schedules and
Exhibits shall refer to those portions of this Agreement.  The use of
the masculine, feminine or neuter gender herein shall not limit any provision of
this Agreement.  The use of the terms “including” or “include” shall
in all cases herein mean “including, without limitation” or “include, without
limitation,” respectively.  For purposes of this Agreement,
“knowledge” will be deemed to be present with respect to a corporation, when the
matter in question was brought to the attention of or, if due diligence had been
exercised, would have been brought to the attention of, any officer or manager
of such corporation.

       

      ARTICLE
2

      THE
MERGER

       

      2.1           Delivery and Filing of
Articles of Merger.  The Constituent Corporations will cause
the Articles of Merger to be duly executed and filed with the Secretary of State
of the State of Delaware and the Secretary of State of the State of California
on the Closing Date.

       

      2.2           Merger.  Subject
to the terms and conditions of this Agreement, at the Effective Time of the
Merger, the Acquisition Sub shall be merged with and into the Company in
accordance with the Articles of Merger, the separate existence of the
Acquisition Sub shall cease and the Company shall be the surviving party in the
Merger.

       

      2.3           Certificate of
Incorporation, By-Laws and Board of Directors of Surviving
Corporation.  At the Effective Time of the Merger:

       

      (a)           the
articles of incorporation of the Company then in effect shall be the articles of
incorporation of the Surviving Corporation until it shall thereafter be duly
amended;

       

      (b)           the
by-laws of the Company then in effect shall be the by-laws of the Surviving
Corporation until they shall thereafter be duly amended;

       

      (c)           the
Board of Directors of the Surviving Corporation shall consist of the persons who
are on the Board of Directors of the Acquisition Sub immediately prior to the
Effective Time of the Merger; and subsequent to the Effective Time of the
Merger, the members of the Board of Directors of the Surviving Corporation shall
hold such positions until their respective successors shall have been duly
elected or appointed and qualified or until their earlier death, resignation or
removal in accordance with the provisions of the corporate law of the State of
California and of the certificate of incorporation and by-laws of the Surviving
Corporation; and

       

      (d)           the
officers of the Surviving Corporation shall consist of the persons who are
identified on Schedule
2.3; and subsequent to the Effective Time of the Merger, such officers
shall serve in such capacities until their respective successors shall have been
duly elected or appointed and qualified or until their earlier death,
resignation or removal in accordance with the provisions of the corporate law of
the State of California and the certificate of incorporation and by-laws of the
Surviving Corporation.

       


      
        
           


        

        
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      2.4           Manner of
Conversion.  As of the Effective Time of the Merger, without
any action on the part of any holder of any capital stock of the Company
(“Company Stock”):

       

      (a)           each
share of Company Stock issued and outstanding immediately prior to the Effective
Time of the Merger, by virtue of the Merger and without any action on the part
of the holder thereof, automatically shall be deemed to represent the right to
receive a cash payment in the amount determined pursuant to Schedule 2.4, an
Additional Promissory Note in the initial principal amount determined pursuant
to Schedule
2.4, without interest (except for such interest as is provided in the
Additional Promissory Note after the Merger), and a Promissory Note in the
initial principal amount determined pursuant to Schedule 2.4, without
interest (except for such interest as is provided in the Promissory Note after
the Merger); and

       

      (b)           all
shares of Company Stock that are held by the Company as treasury stock shall be
canceled and retired and no shares of capital stock of Buckeye, cash or other
consideration shall be delivered or paid in exchange therefor.

       

      2.5           Acquisition Sub Capital
Stock.  As of the Effective Time of the Merger, each share of
issued and outstanding common stock of the Acquisition Sub, without any action
on the part of the holder thereof, shall be converted into and become one
outstanding share of common stock of the Surviving Corporation.

       

      2.6           Effect of
Merger.  At the Effective Time of the Merger, the effect of the
Merger shall be as provided in the applicable provisions of the Delaware GCL and
the applicable provisions of the corporate law of the State of
California.  Except as herein specifically set forth, the identity,
existence, purposes, powers, objects, franchises, privileges, rights and
immunities of the Company shall continue unaffected and unimpaired by the Merger
and the corporate franchises, existence and rights of the Acquisition Sub shall
be merged with and into the Company, and the Company, as the Surviving
Corporation, shall be fully vested therewith.  At the Effective Time
of the Merger, the separate existence of the Acquisition Sub shall cease and, in
accordance with the terms of this Agreement, the Delaware GCL and the corporate
law of the State of California, the Surviving Corporation shall possess all the
rights, privileges, immunities and franchises, of a public, as well as of a
private, nature, and all property, real, personal and mixed, and all debts due
on whatever account, including subscriptions to shares, and all taxes, including
those due and owing and those accrued, and all other choses in action, and all
and every other interest of or belonging to or due to the Company and the
Acquisition Sub shall be taken and deemed to be transferred to, and vested in,
the Surviving Corporation without further act or deed; and all property, rights
and privileges, powers and franchises and all and every other interest shall be
thereafter as effectually the property of the Surviving Corporation as they were
of the Company and the Acquisition Sub; and the title to any real estate, or
interest therein, whether by deed or otherwise, vested in the Company and the
Acquisition Sub, shall not revert or be in any way impaired by reason of the
Merger.  Except as otherwise provided herein, the Surviving
Corporation shall thenceforth be responsible and liable for all the liabilities
and obligations of the Company and the Acquisition Sub and any claim existing,
or action or proceeding pending, by or against the Company or the Acquisition
Sub may be prosecuted as if the Merger had not taken place, or the Surviving
Corporation may be substituted in their place.

       


      
        
           


        

        
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      ARTICLE
3

      CLOSING;
CLOSING DELIVERIES

       

      3.1           Closing.  Subject
to the terms and conditions of this Agreement, the closing of the Merger (the
“Closing”) shall take place on the date on which the last of the conditions set
forth in Article
8 and Article
9 is satisfied or, if permissible, waived (the “Closing Date”), at the
offices of Buckeye, unless another date or place is agreed to in writing by the
parties hereto, or if elected by Buckeye by the exchange by overnight courier or
facsimile of executed counterpart signature pages and other documents required
to be delivered pursuant to this Agreement at the Closing.

       

      3.2           Closing
Deliveries.  At the Closing, the Stockholder, who immediately
prior to the Merger shall be the holder beneficially and of record of all of the
outstanding shares of Company Stock, shall deliver to Buckeye all of the
certificates formerly representing Company Stock, all of which shall be
registered in the name of the Stockholder and be duly endorsed in blank by the
Stockholder, or accompanied by duly executed stock powers in blank, and with all
necessary transfer tax and other revenue stamps, acquired at the Stockholder’s
expense, affixed; and, in exchange therefor, the Stockholder shall receive a
cash payment, and an Additional Promissory Note and a Promissory Note in the
respective principal amounts into which the Stockholder’s shares of Company
Stock were converted as a result of the Merger as determined pursuant to Schedule 2.4, with
any cash to be payable by wire transfer to the account or accounts designated in
writing by the Stockholder to Buckeye and the Acquisition Sub.

       

      ARTICLE
4

      REPRESENTATIONS
AND WARRANTIES OF

       

      THE
COMPANY AND THE STOCKHOLDER

       

      The
Company and the Stockholder, jointly and severally, represent and warrant as
follows:

       

      4.1           Due
Organization.  The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of California,
and has the requisite corporate power and authority to carry on its business as
it is now being conducted.  The Company is duly qualified to do
business and is in good standing in each jurisdiction in which the nature of its
business or the ownership or leasing of its properties makes such qualification
necessary.  Schedule 4.1 sets
forth the jurisdiction in which the Company is incorporated and lists all
jurisdictions in which the Company is qualified to do business.  True,
complete and correct copies of the certificate or articles of incorporation
(including amendments thereto) and by-laws (including amendments thereto) of the
Company (collectively, the “Company Charter Documents”) have been delivered to
Buckeye prior to the date of this Agreement.  The minutes (including
actions by written consent without meetings) of the Board of Directors,
committees of the Board of Directors and the stockholders of the Company which
have been delivered to Buckeye are all of the minutes (and actions by written
consent) of the Board of Directors, committees of the Board of Directors and the
stockholders of the Company and correct and complete copies thereof in all
respects.

       

      4.2           Authorization; Execution;
Enforceability.  The Company has the full legal right, power
and authority to enter into this Agreement, to perform its obligations under
this Agreement and to consummate the transactions contemplated
herein.  The execution and delivery of this Agreement by the Company,
the performance by the Company of its obligations herein and the consummation of
the transactions contemplated herein have been duly authorized by all necessary
corporate action on the part of the Company, including all necessary approvals
by stockholders.  This Agreement has been duly executed and delivered
by the Company and constitutes a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its
terms.

       


      
        
           


        

        
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      4.3           Capital Stock of the
Company.  The authorized, issued and outstanding capital stock
of the Company is as set forth on Schedule
4.3.  No shares of capital stock of the Company are held in
treasury by the Company.  All of the issued and outstanding shares of
the capital stock of the Company are owned beneficially and of record by the
Stockholder in the amount set forth in Schedule 4.3 and
further, except as set forth on Schedule 4.3 (all of
which with respect to the Company Stock shall be terminated and released at or
prior to the Closing), are owned free and clear of all liens, security
interests, charges, voting trusts, restrictions, encumbrances and claims of
every kind.  All of the issued and outstanding shares of the capital
stock of the Company have been duly authorized and validly issued, are fully
paid and nonassessable and were offered, issued, sold and delivered by the
Company in compliance with all applicable state and federal laws concerning the
issuance of securities.  Further, none of such shares were issued in
violation of any preemptive or similar rights of any past or present stockholder
or other person or entity.

       

      4.4           Transactions in Equity
Securities.  Except as set forth on Schedule 4.4, (a) no
subscription, option, warrant, call, conversion right or commitment of any kind
exists which obligates the Company to issue any of its authorized but unissued
equity securities or transfer any of the shares held by the Company in treasury,
(b) the Company does not have any obligation (contingent or otherwise) to
purchase, redeem or otherwise acquire any of its equity securities or any
interests therein or to pay any dividend or make any distribution in respect
thereof, and (c) neither the voting stock structure of the Company nor the
relative ownership of shares among any of its stockholders has been altered or
changed in contemplation of the Merger.

       

      4.5           Subsidiaries.  The
Company has no subsidiaries.  The Company does not own, of record or
beneficially, or control, directly or indirectly, any capital stock, securities
convertible into capital stock or any other equity interest in any corporation,
association or business entity nor is the Company, directly or indirectly, a
participant in any joint venture, partnership or other non-corporate
entity.

       

      4.6           Predecessor Status;
Etc.  Set forth on Schedule 4.6 is a
listing of all prior corporate names of the Company, and all names of all
predecessor companies of the Company, including the names of any entities
acquired by the Company (by stock purchase, merger or otherwise) or owned by the
Company or from whom the Company previously acquired material
assets.  Except as disclosed on Schedule 4.6, the
Company has not been a subsidiary or division of another
corporation.

       

      4.7           Spin-Off.  Except
as set forth on Schedule 4.7, there
has not been any sale, spin-off or split-up of assets of the Company or any
other person or entity that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Company (as used herein with respect to the Company, or with respect to any
other person or entity, “Affiliates”) since January 1, 2002.

       

      4.8           Financial
Statements.  Copies of the financial statements of the Company,
including those listed on Schedule 4.8, have
been delivered to Buckeye prior to the date of this Agreement (collectively,
together with the financial statements to be delivered pursuant to Schedule 2.4, the
“Company Financial Statements”).  The Company Financial Statements
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis (except as noted on Schedule
4.8).  Each balance sheet presents fairly in all material
respects the financial position of the Company as of the date indicated thereon,
and each statement of income, shareholders’ equity and cash flows presents
fairly in all material respects the results of operations of the Company for the
periods indicated thereon.

       


      
        
           


        

        
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      4.9           Liabilities and
Obligations.  Schedule 4.9 sets
forth (a) all Debt of the Company and (b) all liabilities of the Company (if
any) of any kind, character or description, whether accrued, absolute, secured
or unsecured, contingent or otherwise which are not reflected on the most recent
balance sheet of the Company included in the Company Financial Statements set
forth on Schedule
4.9.  Schedule 4.9 also
sets forth all loan agreements, financing agreements, reimbursement agreements
(including any for bonds, surety arrangements, letters of credit or indebtedness
for borrowed money), indemnity agreements, guaranty agreements, bonds,
promissory notes, mortgages, indentures, pledge agreements, security agreements
or similar agreements to which the Company is a party or by which the Company is
bound or its property is subject.  Except as set forth on Schedule 4.9, since
the Due Diligence Date (i) the Company has not incurred any Debt and (ii) the
Company has not incurred any liabilities of any kind, character or description,
whether accrued, absolute, secured or unsecured, contingent or otherwise, other
than liabilities incurred in the ordinary course of business consistent with
past practice (none of which is for breach of contract, breach of warranty,
tort, infringement or violation of law).  In the case of those
contingent liabilities related to pending or threatened litigation, or other
liabilities which are not fixed or otherwise accrued, Schedule 4.9 sets
forth a good faith and reasonable estimate of the maximum amount which the
Company reasonably expects will be payable.  If no estimate is
provided on Schedule
4.9, the estimate shall for purposes of this Agreement be deemed to be
zero.  At the Closing, there shall be no outstanding notes payable or
other Debt owed to the Stockholder or any of his affiliates, relatives or any
other related parties.

       

      4.10           Accounts and Notes
Receivable.  Schedule 4.10 lists
all of the accounts, notes and other receivables of the Company, including any
which are not reflected in the Company Financial Statements, and including
receivables from and advances to directors, officers, employees and agents of
the Company, the Stockholder, relatives of the Stockholder and Affiliates of the
Company or the Stockholder; provided, however, that such
listing shall not be required to include those receivables of the Company
arising after the date set forth as the date of such list on Schedule 4.10 as a
result of sales in the ordinary course of business to persons or entities who
are not Affiliates or otherwise affiliated with the Stockholder or the
Company.  Except to the extent of the reserve for bad debt expense
reflected on Schedule
4.10, all accounts, notes and other receivables of the Company are and
will be collectible within 90 days of the date created in the amounts shown on
Schedule 4.10
(or in the case of receivables not required to be so listed on Schedule 4.10 in
their face amount), in the ordinary course of business.

       

      4.11           Authorizations.  The
Company holds all licenses, franchises, permits and other governmental
authorizations and approvals (collectively, the “Authorizations”) necessary to
operate its business in the manner in which it is conducted.  Schedule 4.11 lists
all such Authorizations (it being understood and agreed that a list of all
environmental Authorizations is set forth on Schedule
4.12).  The Authorizations listed on Schedule 4.11 and
Schedule 4.12
are valid, and neither the Company nor the Stockholder has received any notice
that any governmental authority intends to cancel, terminate or not renew any
such Authorization.  The Company has conducted and is conducting its
business in compliance with the requirements, standards, criteria and conditions
set forth in the Authorizations listed on Schedule 4.11 and
Schedule 4.12
and is not in violation of any of the foregoing.

       


      
        
           


        

        
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      4.12           Environmental
Matters.  Except as set forth on Schedule
4.12:

       

      (a)           the
Company has complied with and is in compliance with all federal, state and local
laws, statutes, ordinances, regulations, rules, orders, writs, injunctions and
decrees relating to environmental protection (collectively “Environmental Laws”)
binding or applicable to the Company or the Company’s properties, including
Environmental Laws relating to air, water, land and the generation, storage,
use, handling, transportation, treatment or disposal of Hazardous
Materials;

       

      (b)           the
Company has obtained and adhered to all Authorizations necessary to treat,
transport, store, dispose of and otherwise handle Hazardous Materials, a list of
which Authorizations are set forth on Schedule 4.12, and
has reported to the appropriate authorities, to the extent required by all
Environmental Laws, all past and present sites owned and operated by the Company
where Hazardous Materials have been treated, stored, disposed of or otherwise
handled;

       

      (c)           there
have been no releases or threats of releases (as defined in Environmental Laws)
at, from, in or on any property owned or operated by the Company which were, or
which were required to be, reported under any Environmental Law, and the Company
has no contingent liabilities in connection with any release of any Hazardous
Material into the environment; and

       

      (d)           neither
the Company nor the Stockholder knows of any on-site or off-site location to
which the Company has transported or disposed of Hazardous Materials or arranged
for the transportation of Hazardous Materials at a site which is the subject of
any federal, state or local enforcement action or any other investigation which
may lead to any claim against the Company, or as a result of the transactions
contemplated in this Agreement, against Buckeye or the Acquisition Sub, for any
clean-up cost, fines, remedial work, recovery for damage to natural resources,
property damage or personal injury, including, but not limited to, any claim
under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended.

       

      4.13           Personal Property;
Inventory.

       

      (a)           Schedule 4.13 lists,
in reasonable detail, (i) all vehicles owned or leased by the Company,
regardless of value, (ii) all other personal property owned by the Company with
an individual book value or market value in excess of $10,000, and (iii) all
leased personal property and all leases in respect of personal property,
regardless of value, and further indicates which such assets, if any, are
currently owned, or were formerly owned, by the Stockholder, relatives of the
Stockholder or Affiliates of the Company or the Stockholder.  Except
as set forth on Schedule
4.13:

       

      (i)           the
Company has good and marketable title (except for property leased by the Company
pursuant to a lease or agreement set forth on Schedule 4.13) to all
personal property, whether tangible or intangible (including its rights in its
leases and agreements with respect to any leased property), used by the Company
in its business, free and clear of all liens, security interests, charges and
other encumbrances of any kind;

       

      (ii)           all
of the tangible personal property (other than inventory) owned by the Company or
leased by the Company pursuant to any lease listed on Schedule 4.13 is in
good working order and condition, ordinary wear and tear excepted, and in the
case of leased property is in the condition required by the applicable lease;
and

       


      
        
           


        

        
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      (iii)           all
leases, included any listed on Schedule 4.13, are in
full force and effect and constitute legal, valid and binding agreements of the
parties (and their successors) thereto in accordance with their respective
terms.

       

      (b)           All
inventory of the Company is saleable or useable in the ordinary course of
business consistent with past practice and all damaged, obsolete or slow moving
inventory or inventory in excess of the amount reasonably required for the
operation of its business has been written off or down to its net realizable
value on the Company Financial Statements and the books and records of the
Company.

       

      4.14           Significant Customers;
Material Contracts and Commitments.

       

      (a)           Schedule 4.14(a)
lists all significant customers of the Company, it being understood and agreed
that a “significant customer,” for purposes of this Section 4.14, means a
customer (or person or entity) the sales to which represented 5% or more of the
Company’s revenues for the consecutive twelve month period ending on the Due
Diligence Date.  Except to the extent set forth on Schedule 4.14(a),
none of the Company’s significant customers have canceled or reduced by more
than five percent (5%) or, to the knowledge of the Company or the Stockholder,
are currently attempting or threatening to cancel or reduce by more than five
percent (5%) their utilization of the products or services provided by the
Company.

       

      (b)           Schedule 4.14(b)
lists all agreements, contracts, instruments or commitments to which the Company
is a party or by which it or any of its properties are bound involving the
payment or receipt of more than $10,000 or more in any year or that are
otherwise material to the Company (including contracts with significant
customers, joint venture or partnership agreements, contracts with any labor
organizations, strategic alliances and options to purchase land), other than
agreements listed on Schedule 4.9, 4.13 or
4.15.

       

      4.15           Real
Property.  The Company does not own any real
property.  Schedule 4.15 lists
all real property leased, subleased, used or otherwise occupied by the Company
in the conduct of its business and all leases or other agreements in respect of
such real property, and further indicates which such properties, if any, are
currently owned, or were formerly owned, by the Stockholder, relatives of the
Stockholder or Affiliates of the Company or the Stockholder and the annual
rentals and other amounts paid under each such lease or other agreement during
each of the last three years.  Except as set forth on Schedule 4.15, (a)
the Company’s rights in such leases and other agreements are free and clear of
all liens, security interests, charges and other encumbrances of any kind, (b)
all leased property is in the condition required by the applicable lease and (c)
all leases and other agreements included or required to be listed on Schedule 4.15 are in
full force and effect and constitute legal, valid and binding agreements of the
parties (and their successors) thereto in accordance with their respective
terms.

       

      4.16           Insurance.  The
Company has delivered to Buckeye as of a recent date an accurate list of all
insurance loss runs or workers’ compensation claims received by it for the past
three policy years, and true, complete and correct copies of all insurance
policies currently in effect.  The Company maintains, and since
January 1, 2002 has maintained, insurance (a) written by insurance
companies reasonably believed by the Company to be financially sound and
reputable, (b) that is sufficient for compliance by the Company with all of its
contracts, agreements, instruments and other commitments and with all applicable
laws, and (c) that insures against risks of the kind customarily insured against
and in amounts customarily carried by companies similarly situated and provides
adequate insurance coverage for the business and assets of the
Company.  Schedule 4.16 lists
and summarizes the property and casualty and liability insurance programs
maintained by the Company.  To the extent that the Company has a
policy of maintaining self-insurance coverage of any kind, such policy is
described on Schedule
4.16, the Company has maintained reserves which are reasonable and
adequate for the risks so self-insured and all such reserves are reflected in
the Company Financial Statements.  Except as set forth on Schedule 4.16, since
January 1, 2002, (x) no insurance maintained by the Company or with respect
to the business conducted by the Company has been canceled by the insurer nor
has the Company applied for and been refused coverage by any insurer, (y) the
Company has not received any notice of any pending or threatened termination of
any policies of insurance, nor has any insurer suggested any alteration of any
tangible asset, the purchase of additional assets or modification of any methods
of doing business, and (z) all insurance maintained by or for the benefit of the
Company can be terminated by the Company without the need for any additional
payments of any kind from the Company or any other person or entity on account
of the policies.

       


      
        
           


        

        
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      4.17           Compensation; Employment
Agreements; Organized Labor Matters.

       

      (a)           Schedule 4.17(a) sets
forth the names and titles of all directors, officers and other salaried
employees of the Company, listing all employment agreements with such directors,
officers and other salaried employees.  The rate of compensation (and
the portions thereof attributable to salary, bonus and other compensation,
respectively) of each such person as of the date hereof are listed on Schedule
4.17(a).  Since the Due Diligence Date, there have been no
increases in the compensation payable or any bonuses to any director, officer or
other salaried employee, except ordinary salary increases implemented on a basis
consistent with past practices.

       

      (b)           Except
as set forth on Schedule 4.17(b),
during the past three years (i) the Company has not been and is not currently
bound by or subject to (and none of its assets or properties is bound by or
subject to) any arrangement or agreement with any labor union, (ii) no employees
of the Company have been or are currently represented by any labor union or
covered by any collective bargaining agreement, (iii) to the knowledge of the
Company and the Stockholder, no campaign to establish such representation has
been commenced or is currently in progress, and (iv) there has not been nor is
there currently any pending or, to the knowledge of the Company or the
Stockholder, threatened labor dispute involving the Company and any group of its
employees nor has the Company experienced any labor
interruptions.  The Company believes its relationship with employees
to be good.

       

      4.18           Employee
Plans.

       

      (a)           Schedule 4.18 lists
all employee benefit plans of the Company (the “Plans”), including all
employment agreements and other agreements or arrangements containing “golden
parachute” (as defined under Section 280G of the Code) or other similar
provisions, and deferred compensation agreements.  True, complete and
correct copies of the Plans, agreements and any trusts related thereto, and
classifications of employees covered thereby have been delivered to
Buckeye.  Except for the Plans described on Schedule 4.18, the
Company does not sponsor, maintain or contribute to any plan, program, fund or
arrangement that constitutes an “employee pension benefit plan,” nor has the
Company any obligation to contribute to or accrue or pay any benefits under any
deferred compensation or retirement funding arrangement on behalf of any
employee or employees (such as, for example, and without limitation, any
individual retirement account or annuity, any “excess benefit plan” (within the
meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”)) or any non-qualified deferred compensation
arrangement).  For the purposes of this Agreement, the term “employee
pension benefit plan” shall have the same meaning as is given that term in
Section 3(2) of ERISA.  The Company has not sponsored, maintained or
contributed to any employee pension benefit plan other than the Plans set forth
on Schedule
4.18, nor is the Company required to contribute to any retirement plan
pursuant to the provisions of any collective bargaining agreement establishing
the terms and conditions or employment of any of the Company’s
employees.

       


      
        
           


        

        
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      (b)           The
Company is not now, nor can as a result of its past activities become, liable to
the PBGC or to any multiemployer employee pension benefit plan under the
provisions of Title IV of ERISA.

       

      (c)           All
employee benefit plans listed on Schedule 4.18 and the
administration thereof are in compliance with their terms and all applicable
provisions of ERISA and the regulations issued thereunder, as well as with all
other applicable federal, state and local statutes, ordinances and
regulations.

       

      (d)           All
accrued contribution obligations of the Company with respect to any Plan listed
on Schedule
4.18 have either been fulfilled in their entirety or are fully reflected
on the most recent balance sheet of the Company included in the Company
Financial Statements.

       

      4.19           Compliance with
ERISA.  All of the Plans listed on Schedule 4.18 that
are intended to qualify under Section 401(a) of the Code (the “Qualified Plans”)
are, and have been so qualified and have been determined by the Internal Revenue
Service to be so qualified, and true, correct and complete copies of such
determination letters have been delivered to Buckeye.  All reports and
other documents required to be filed with any governmental agency or distributed
to plan participants or beneficiaries (including, but not limited to, actuarial
reports, audits or tax returns) have been timely filed or distributed, and true,
correct and complete copies thereof have been delivered to
Buckeye.  Neither the Stockholder, any Plan listed in Schedule 4.18 nor the
Company has engaged in any transaction prohibited under the provisions of
Section 4975 of the Code or Section 406 of ERISA.  No Plan listed in
Schedule 4.18
has incurred an accumulated funding deficiency, as defined in Section 412(a) of
the Code and Section 302(1) of ERISA; and the Company has not incurred and does
not have any liability for excise tax or penalty due to the Internal Revenue
Service nor any liability to the PBGC.  In addition:

       

      (a)           there
have been no terminations, partial terminations or discontinuance of
contributions to any such Qualified Plan intended to qualify under Section
401(a) of the Code without notice to and approval by the Internal Revenue
Service;

       

      (b)           no
Plan listed in Schedule 4.18 subject
to the provisions of Title IV of ERISA has been terminated;

       

      (c)           there
have been no “reportable events” (as that phrase is defined in Section 4043 of
ERISA) with respect to any Plan listed in Schedule
4.18;

       

      (d)           the
Company has not incurred and does not have any liability under Section 4062 of
ERISA; and

       

      (e)           no
circumstances exist pursuant to which the Company could have any direct or
indirect liability whatsoever (including, but not limited to, any liability to
any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal
Revenue Service for any excise tax or penalty, or being subject to any statutory
lien to secure payment of any such liability) with respect to any plan now or
heretofore maintained or contributed to by any entity other than the Company
that is, or at any time was, a member of a “controlled group” (as defined in
Section 412(n)(6)(B) of the Code) that includes the Company.

       


      
        
           


        

        
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      4.20           Litigation; Compliance with
Law.  Except to the extent set forth on Schedule 4.20, there
are no claims, actions, suits or proceedings (nor, to the knowledge of the
Company or the Stockholder, investigations) pending or, to the knowledge of the
Company or the Stockholder, threatened against or affecting, the Company, the
Merger or the other transactions contemplated in this Agreement, at law or in
equity, or before or by any arbitrator, court or any governmental department,
commission, board, bureau, agency or instrumentality, nor is there any basis for
any such claim, action, suit, proceeding or investigation against the Company
based upon circumstances, events or occurrences that existed or occurred prior
to the Closing and no notice of any such claim, action, suit, proceeding or
investigation, whether pending or threatened, has been received by the Company
or the Stockholder.  The Company has conducted and is conducting its
business in compliance with the requirements, standards, criteria and conditions
set forth in all laws, statutes, ordinances, regulations, rules, judgments,
orders, writs, injunctions and decrees binding upon or applicable to the Company
and its property and is not in violation of any of the foregoing.

       

      4.21           Taxes.  The
Company has timely filed all requisite federal, state and other Returns for all
fiscal periods ended on or before the date of this Agreement on or before the
date such Returns are required to be filed (or the date to which such filing
date may have been properly extended); except as set forth on Schedule 4.21 the
Company has not filed any request for any extension that is currently in effect
or pending or agreed by any extension; and except as set forth on Schedule 4.21, there
are no examinations in progress or claims against the Company for Taxes
(including penalties and interest) for any period or periods and no notice of
any claim for Taxes, whether pending or threatened, has been
received.  The Company has never been a member of any affiliated group
(as defined in Section 1504 of the Code) filing a consolidated federal, state or
local income tax return.  All Taxes, including interest and penalties
(whether or not shown on any Return), owed by the Company or any member of an
affiliated or consolidated group which includes or included the Company have
been paid, including any estimated tax payments.  The amounts shown as
accruals for Taxes (or, in the case of Taxes which are required to be paid by
the Stockholder by virtue of the Company having elected to be taxed as an S
corporation, as accruals for distributions to the Stockholder for the purpose of
paying such Taxes) on the most recent balance sheet included in the Company
Financial Statements which is other than the Closing Balance Sheet are
sufficient for the payment of all Taxes (including penalties and interest) for
all fiscal periods ended on or before the date of such balance sheet. The
amounts shown as accruals for Taxes (or, in the case of Taxes which are required
to be paid by the Stockholder by virtue of the Company having elected to be
taxed as an S corporation, as accruals for distributions to the Stockholder for
the purpose of paying such Taxes) on the Closing Balance Sheet are sufficient
for the payment of all Taxes (including penalties and interest) for all fiscal
periods ended on or before the Closing Date.  True, correct and
complete copies of all (a) tax examinations, (b) extensions of statutory
limitations, and (c) the federal, state and local income tax returns and
franchise tax returns of the Company for its last three (3) fiscal years, or
such shorter period of time as the Company shall have existed, have been
delivered to Buckeye prior to the date of this Agreement.  Except as
set forth on Schedule
4.21, the Company has a taxable year ended December 31 and has not made
an election to retain a fiscal year other than December 31 under Section 444 of
the Code.  The Company’s methods of accounting have not changed in the
past six years.  The Company is not an investment company as defined
in Section 368(a)(2)(F) of the Code.  The Company (with the consent of
the stockholders of the Company at the time of such election) has made a valid
election with the Internal Revenue Service to be taxed as an S corporation
within the meaning of Section 1361 of the Code, and that election was in effect
immediately prior to the Closing.

       


      
        
           


        

        
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      4.22           No
Violations.

       

      (a)           Neither
the Company nor, to the knowledge of the Company or the Stockholder, except as
set forth on Schedule
4.22(a), any other party thereto, is in material default under any
Authorization, lease, agreement, contract or commitment or other document set
forth on Schedule 4.9,
4.11, 4.12, 4.13, 4.14(b) or 4.15 to which the
Company is a party or by which the Company or its properties are bound
(collectively, the “Company Material Documents”) nor is there any basis for a
claim of any default by the Company under any Company Material
Document.

       

      (b)           Except
as set forth on Schedule 4.22(b), the
execution and delivery of this Agreement by the Company, the performance by the
Company of its obligations hereunder and the consummation of the transactions
contemplated hereby (i) do not and will not conflict with or violate any
provision of the Company Charter Documents, (ii) do not and will not result in
any violation or breach of, constitute a default or give rise to any right to
terminate, cancel or accelerate or loss of any right or benefit under, or result
in the imposition of any security interest, lien or other encumbrance on any
property of the Company under, any of the terms or provisions of any
Authorization, any Company Material Document or any other agreement, contract,
instrument or commitment to which the Company is a party or by which it or any
of its properties are bound, (iii) do not and will not conflict with or violate
any law, statute, ordinance, regulation, rule, judgment, order, writ, injunction
or decree binding upon or applicable to the Company or any of its properties,
(iv) do not and will not require any consent, waiver, authorization or
declaration of, filing or registration with or other action by any governmental
department, commission, board, bureau, agency or instrumentality or any other
third party (other than the filings referred to in Section 2.1), and (v)
do not and will not trigger any right of first refusal or similar right on the
part of any other person to acquire any shares of Company Stock or any assets of
the Company.

       

      (c)           Except
as set forth on Schedule 4.22(c), no
Company Material Document and no other agreement, contract, instrument or
commitment to which the Company is a party or by which the Company or its
properties are bound (i) prohibits the use or publication by the Company,
Buckeye, the Surviving Corporation or the Acquisition Sub of the name of any
other party to such Company Material Document, agreement, contract, instrument
or commitment, (ii) prohibits or restricts the Company from freely providing
goods and services to any person or entity or from soliciting any person or
entity for any purpose, whether to be customers or employees of the Company, to
be engaged by the Company or otherwise, or (iii) restricts the types of
businesses or the geographical territory in which any businesses may be engaged
by the Company, Buckeye, the Surviving Corporation or the Acquisition
Sub.

       

      4.23           Government
Contracts.  Except as set forth on Schedule 4.23, the
Company is not a party to or otherwise bound by any agreement, contract,
instrument or commitment with any governmental department, commission, board,
bureau, agency or instrumentality.

       

      4.24           Absence of
Changes.  No event or circumstance has occurred or exists that
constitutes or reasonably could be expected to have in the future any material
adverse change in the business, operations, properties, assets, prospects or
condition (financial or otherwise) of the Company.  Since the Due
Diligence Date, except as set forth on Schedule 4.24, there
has not been with respect to the Company:

       


      
        
           


        

        
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      (a)           any
damage, destruction or loss (whether or not covered by insurance) materially and
adversely affecting the properties or business of the Company;

       

      (b)           any
change in the authorized capital of the Company or its outstanding securities or
any change in its ownership interests or any grant of any subscriptions,
options, warrants, calls, conversion rights or commitments;

       

      (c)           any
declaration or payment of any dividend or distribution in respect of the
Company’s capital stock or any direct or indirect purchase, or redemption or
other acquisition or retirement of any of the capital stock of the
Company;

       

      (d)           any
increase in the compensation, bonus, sales commissions or fees payable or to
become payable by the Company to any of its directors, officers, employees,
consultants or agents or to the Stockholder, except for ordinary and customary
bonuses and salary increases for employees (which are other than officers,
directors, consultants or agents) in accordance with past practice;

       

      (e)           any
work interruptions, labor grievances or claims filed;

       

      (f)           any
sale or transfer, or any agreement to sell or transfer, any material assets,
property or rights of the Company to any person or entity, including the
Stockholder, relatives of the Stockholder or Affiliates of the Company or the
Stockholder (other than the sales of inventory in the ordinary course of
business);

       

      (g)           any
cancellation, or agreement to cancel, any indebtedness or other obligation owing
to the Company, including any indebtedness or obligation of the Stockholder,
relatives of the Stockholder or Affiliates of the Company or the Stockholder,
other than the negotiation and adjustment of bills made by the Company in the
course of good faith disputes with customers in the ordinary course of business
and in a manner consistent with past practice;

       

      (h)           any
plan, agreement or arrangement granting any preferential rights to purchase or
acquire any interest in any of the assets, property or rights of the Company or
requiring consent of any party to the transfer and assignment of any such
assets, property or rights;

       

      (i)           any
purchase or acquisition of, or agreement, plan or arrangement to purchase or
acquire, any property, rights or assets outside of the ordinary course of the
Company’s business;

       

      (j)           any
waiver of any material rights or claims of the Company, other than the
negotiation and adjustment of bills, client invoices, accounts payable and
accounts receivable in the ordinary course of business and in a manner
consistent with past practice;

       

      (k)           any
amendment or termination of any material contract, agreement, license, permit or
other right to which the Company is a party, except in the ordinary course of
business;

       

      (l)           any
transaction by the Company outside the ordinary course of its
business;

       


      
        
           


        

        
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      (m)           any
cancellation or termination of a material contract with a customer or client
prior to the scheduled termination date; or

       

      (n)           any
other distribution of property or assets by the Company other than in the
ordinary course of business.

       

      4.25           Financial Institutions and
Accounts.  Set forth on Schedule 4.25 with
respect to the Company is (a) the name of each financial institution in which
the Company has any accounts or safe deposit boxes, (b) the names in which the
accounts or boxes are held, (c) the type of account and account number, and (d)
the name of each person or entity authorized to draw thereon or have access
thereto.  Schedule 4.25 also
sets forth the name of each person or entity holding a general or special power
of attorney from or otherwise binding upon the Company and a description of the
terms of such power.

       

      4.26           Relations with
Governments.  The Company has not made, offered or agreed to
offer anything of value to any governmental official, political party or
candidate for government office in violation of any law, statute, ordinance,
rule or regulation, nor has the Company otherwise taken any action which would
cause the Company to be in violation of the Foreign Corrupt Practices Act of
1977, as amended, or any law of similar effect.

       

      4.27           Prohibited
Activities.  Except as set forth on Schedule 4.27, the
Company has not, since the Due Diligence Date, taken any of the actions set
forth in Section
7.3.

       

      4.28           Intellectual
Property.  Except as set forth on Schedule 4.28, the
Company owns or possesses valid and binding licenses or other rights to use all
intangible and intellectual property used in or related to the business
conducted by the Company (collectively, the “Intellectual Property”), including
all patents, trademarks, service marks, trade names, trade styles, copyrights,
logos, trade secrets and proprietary information and all registrations and
applications for any of the foregoing.  Schedule 4.28 sets
forth (a) all trademarks, service marks, trade names, trade styles, copyrights
and all registrations or applications therefor, (b) all patents, inventions and
all registrations or applications therefor, and (c) all licenses, sublicenses
and other agreements to which the Company is a party or otherwise bound, either
as licensee or licensor or otherwise, related to any of the Intellectual
Property.  All actions necessary to maintain the registration,
application or use of the Intellectual Property have been taken by the Company
and the Company has not engaged in any conduct or omitted to perform any
necessary act, the result of which would invalidate, abandon or otherwise render
the Company’s rights to any Intellectual Property
unenforceable.  Except as set forth on Schedule 4.28 the
Company is not required to pay any royalty, license, fee or other similar
compensation with respect to the Intellectual Property in connection with the
current or prior conduct of the business conducted by the Company.  As
used in the Company’s business, none of the Intellectual Property infringes,
misappropriates or violates or has been alleged to infringe, misappropriate or
violate any trade name, trademark or other intellectual property or proprietary
rights of any other Person and nor is the Company in the conduct of its business
infringing upon, misappropriating or violating, or alleged to be infringing
upon, misappropriating or violating any intellectual property or proprietary
rights of any other Person.  To the knowledge of the Company and the
Stockholder, no person or entity is engaged in any activity which would
constitute infringement of the Company’s rights in the Intellectual
Property.  The Company is not a party to or otherwise bound by any
agreement to indemnify any other person or entity against any charge of
infringement of any proprietary right.

       


      
        
           


        

        
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      4.29           Related Party
Agreements.  Except as set forth on Schedule 4.29, the
Company is not a party to or otherwise bound by any agreement with the
Stockholder or any relative or Affiliate of the Stockholder.

       

      4.30           Warranty and Sales Return
Claims.  Schedule 4.30
accurately describes all warranty, sales return or allowance and similar
policies related to the business conducted by the Company.  No failure
on the part of the Company to perform any work in accordance with all plans and
specifications and in a good and workman-like fashion, individually or in the
aggregate, will result in losses, damages, liabilities, costs or expenses which
are not either fully covered by insurance, manufacturer’s warranties or the
reserves shown on Schedule 4.30 (and
which reserves will be reflected on the Closing Balance
Sheet).  Except as set forth on Schedule 4.30,
neither the Company nor the Stockholder has received any notice or are otherwise
aware of, and there is no basis for, any claim by any customer or any other
person or entity against the Company based in any way on or related to any
theory of product liability or any material defect or problem with respect to
any of goods or services provided by the Company at any time during the past
three years.  Each such matter set forth on Schedule 4.30 is
(except as otherwise expressly indicated on Schedule 4.30) fully
and adequately covered by insurance.  No warranty adjustments, sales
returns or allowances or warranty services will be required with respect to
goods or services provided by the Company prior to the Closing in excess of the
reserves shown on Schedule 4.30,
which reserves will be reflected on the Closing Balance Sheet.

       

      4.31           Names.  No
person or entity has been granted the right to use the name “Gallagher”,
“Gallagher’s” or “Gallagher’s Heating & Air Conditioning, Inc.” or any
variation of any of the foregoing thereof by the Company or the
Stockholder.  To the knowledge of the Company and the Stockholder, no
Person has the right to use or uses name in the plumbing, heating, ventilating,
air conditioning or indoor air quality business or any other business conducted
by the Company, except as set forth in Schedule
4.31.

       

      4.32           Disclosure.  No
representation or warranty of the Stockholder or the Company in this Agreement
contains an untrue statement of a material fact with respect to the Stockholder
or the Company or omits to state a material fact necessary to make the
statements therein with respect to the Stockholder or the Company, in light of
the circumstances under which they were made, not misleading.  True,
correct and complete copies of each document or agreement listed or described on
any Schedule have been delivered to Buckeye and the Acquisition Sub and there
are no amendments or modifications thereto, except as expressly noted in the
Schedule on which such agreement or document is referenced.

       

      ARTICLE
5

      REPRESENTATIONS
AND WARRANTIES OF THE STOCKHOLDER

       

      The
Stockholder represents and warrants as follows:

       

      5.1           Authority; Enforceability;
Ownership.  The Stockholder has the full legal capacity, right,
power and authority to enter into this Agreement, to perform his obligations
under this Agreement and to consummate the transactions contemplated
herein.  This Agreement has been duly executed and delivered by the
Stockholder and constitutes a legal, valid and binding obligation of the
Stockholder, enforceable against the Stockholder in accordance with its
terms.  The Stockholder owns beneficially and of record all of the
issued and outstanding shares of capital stock of the Company and, except as set
forth on Schedule
4.3 (all of which with respect to the Company Stock shall be terminated
or released at or prior to the Closing), such capital stock is owned free and
clear of all liens, security interests, charges, voting trusts, restrictions,
encumbrances and claims of every kind.

       


      
        
           


        

        
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      5.2           No
Violation.  The execution and delivery of this Agreement by the
Stockholder, the performance by the Stockholder of his obligations hereunder and
the consummation of the transactions contemplated hereby (a) do not and will not
result in any violation or breach of, constitute a default or give rise to any
right to termination, cancellation or acceleration or loss of any right or
benefit under, or result in the imposition of any security interest, lien or
other encumbrance on any stock owned by the Stockholder under, any of the terms
or provisions of any agreement, contract, instrument or commitment to which the
Stockholder is a party or by which the Stockholder or his property is bound, (b)
do not and will not conflict with or violate any applicable law, statute,
ordinance, regulation, rule, judgment, order, writ, injunction or decree binding
upon or applicable to the Stockholder or his property, (c) except as set forth
on Schedule
5.2, do not require any consent, waiver, authorization, or declaration
of, filing or registration with or other action by any governmental department,
commission, board, bureau, agency or instrumentality or any other third party
(other than the filings referred to in Section 2.1), and (d)
do not and will not trigger any right of first refusal or similar right or
similar right on the part of any other person to acquire any shares of Company
Stock or any assets of the Company.

       

      5.3           Preemptive
Rights.  The Stockholder does not have, and the Stockholder
hereby waives, any preemptive or other right to acquire shares of capital stock
of the Company, the Acquisition Sub or Buckeye that the Stockholder has or may
have had, other than the rights of the Stockholder to acquire the Buckeye Stock
pursuant to or in connection with this Agreement or the Promissory
Note.

       

      5.4           No Intention to Dispose of
Buckeye Stock.  The Stockholder is not under any binding
agreement or commitment and has no present plan, intention or arrangement to
sell, exchange or otherwise dispose of any shares of Buckeye Stock that may be
received pursuant to or in connection with this Agreement or any of the other
agreements or documents executed and/or delivered in connection with this
Agreement (including without limitation any of the Promissory Note) or the
transactions contemplated hereby or thereby.

       

      ARTICLE
6

      REPRESENTATIONS
OF BUCKEYE AND THE ACQUISITION SUB

       

      Buckeye
and the Acquisition Sub, jointly and severally, represent and warrant as
follows:

       

      6.1           Organization.  Buckeye
and the Acquisition Sub are each corporations duly organized, validly existing
and in good standing under the laws of the State of Nevada in the case of
Buckeye and Delaware in the case of the Acquisition Sub, and each has the
requisite corporate power and authority to carry on its business as it is now
being conducted.  Buckeye and the Acquisition Sub are each qualified
to do business and in good standing in each jurisdiction in which the nature of
its business or the ownership or leasing of its properties makes such
qualification necessary, except where the failure to be so qualified would not
have a material adverse effect on the business, properties or financial
condition of Buckeye and its subsidiaries, taken as a whole.  True,
complete and correct copies of the certificate of incorporation (including
amendments thereto) and by-laws (including amendments thereto) of Buckeye and
the Acquisition Sub (collectively, the “Charter Documents”) as in effect on the
date hereof have been delivered to the Stockholder prior to the date of this
Agreement.

       

      6.2           Authorization.  Buckeye
and the Acquisition Sub have the full legal right, power and authority to enter
into this Agreement, to perform their respective obligations under this
Agreement and to consummate the transactions contemplated herein.  The
execution and delivery of this Agreement by Buckeye and the Acquisition Sub, the
performance by Buckeye and the Acquisition Sub of their respective obligations
herein and the consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate action on the part of Buckeye and the
Acquisition Sub.  This Agreement has been duly executed and delivered
by Buckeye and the Acquisition Sub and constitutes a legal, valid and binding
obligation of Buckeye and the Acquisition Sub, enforceable against each such
corporation in accordance with its terms.

       


      
        
           


        

        
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      6.3           No
Violations.  The execution and delivery of this Agreement by
Buckeye and the Acquisition Sub, the performance by Buckeye and the Acquisition
Sub of their respective obligations hereunder and the consummation of the
transactions contemplated hereby (a) do not and will not conflict with or
violate any provision of the Charter Documents, (b) except as set forth on Schedule 6.3, do not
and will not result in any violation or breach of, constitute a default or give
rise to any right to termination, cancellation or acceleration or loss of any
right or benefit under, any of the terms or provisions of any Authorization, or
any agreement, contract, instrument or commitment to which Buckeye or the
Acquisition Sub is a party or by which Buckeye or the Acquisition Sub or their
properties are bound which would, individually or in the aggregate, have a
material adverse effect on the business, properties or financial condition of
Buckeye and its subsidiaries, taken as a whole, (c) do not and will not conflict
with or violate any law, statute, ordinance, regulation, rule, judgment, order,
writ, injunction or decree binding upon or applicable to Buckeye or the
Acquisition Sub or any of their respective properties which would, individually
or in the aggregate, have a material adverse effect on the business, properties
or financial condition of Buckeye and its subsidiaries, taken as a whole, and
(d) except as set forth on Schedule 6.3, do not
and will not require any consent, waiver, authorization or declaration of,
filing or registration with or other action by any governmental department,
commission, board, bureau, agency or instrumentality or any other third party
(other than the filings referred to in Section 2.1 and
filings of notices required by any applicable securities laws).

       

      6.4           Buckeye
Stock.  Upon the issuance thereof pursuant to the terms of this
Agreement or the Promissory Note, the Buckeye Stock to be delivered to the
Stockholder pursuant to or in connection with this Agreement (including any
issued pursuant to the Promissory Note) will be duly authorized and validly
issued and fully paid and nonassessable.  The shares of Buckeye Stock
to be issued to the Stockholder pursuant to or in connection with this Agreement
(including any issued pursuant to the Promissory Note) will not have been
registered under the 1933 Act.

       

      ARTICLE
7

      COVENANTS
PRIOR TO CLOSING

       

      7.1           Access and Cooperation; Due
Diligence; Confidentiality.

       

      (a)           Between
the date of this Agreement and the Closing Date, the Company will, and the
Stockholder will and will cause the Company to, afford to the officers and
authorized representatives of Buckeye and the Acquisition Sub access to all of
the Company’s sites, properties, books and records upon reasonable notice and
during normal business hours and will furnish Buckeye and the Acquisition Sub
with such additional financial and operating data and other information as to
the business and properties of the Company as Buckeye or the Acquisition Sub may
from time to time reasonably request.  The Company and the Stockholder
will cooperate with Buckeye and the Acquisition Sub, and their respective
representatives, auditors and counsel, in the preparation of any documents or
other material which may be required in connection with any documents or
materials required by this Agreement.

       

      (b)           Between
the date of this Agreement and the Closing Date, Buckeye will afford to the
officers and authorized representatives of the Company and the Stockholder
access to all of Buckeye’s and the Acquisition Sub’s sites, properties, books
and records upon reasonable notice and during normal business hours and will
furnish the Company and the Stockholder with such additional financial and
operating data and other information as to the business and properties of
Buckeye and the Acquisition Sub as the Company or the Stockholder may from time
to time reasonably request.  Buckeye and the Acquisition Sub will
cooperate with the Company and the Stockholder, and their representatives,
auditors and counsel, in the preparation of any documents or other material
which may be required in connection with any documents or materials required by
this Agreement.

       


      
        
           


        

        
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      (c)           All
information obtained by any of the parties hereto from any of the other parties
hereto under this Agreement (including pursuant to this Section 7.1 or Section 10.1) or
otherwise in connection with the transactions contemplated hereby will be held
in strict confidence by the receiving party, and the receiving party will not
use such information or disclose it to others (other than counsel, accountants
and other representatives of the receiving party engaged in connection with this
transaction, who will be subject to the provisions of this Section 7.1(c)),
except with written permission of the disclosing party; provided that the
foregoing restrictions will not apply to any information (i) that is or becomes
in the public domain by publication or otherwise through no action of the
receiving party or any of its representatives, (ii) that was known to the
receiving party prior to the time of disclosure by the disclosing party, (iii)
that is rightfully obtained by the receiving party from a third party that has
the legal right to disclose such information, or (iv) that the receiving party
is required by law or any legal process or proceeding to
disclose.  The restrictions in this Section 7.1(c) shall
cease to apply to Buckeye or the Acquisition Sub from and after the Closing Date
with respect to information received from the Stockholder or the
Company.

       

      7.2           Conduct of Business Pending
Closing.  Between the date of this Agreement and the Closing
Date, the Company will, except as set forth on Schedule
7.2:

       

      (a)           carry
on its business in substantially the same manner as it has heretofore and not
introduce any material new method of management, operation or
accounting;

       

      (b)           maintain
its properties and facilities, including those held under leases, in as good
working order and condition as at present, ordinary wear and tear
excepted;

       

      (c)           perform
in all material respects all of its obligations under agreements relating to or
affecting its assets, properties or rights;

       

      (d)           keep
in full force and effect present insurance policies or other comparable
insurance coverage;

       

      (e)           use
its reasonable efforts to maintain and preserve its business organization
intact, retain its present salaried employees and maintain its relationships
with suppliers, customers and others having business relations with the
Company;

       

      (f)           comply
with all permits, laws, statutes, ordinances, regulations and rules, and
judgments, orders and decrees of any court or other governmental department,
commission, board, bureau, agency or instrumentality having jurisdiction over
it; and

       

      (g)           maintain
and comply with the terms of its present debt and lease instruments and not
enter into any amendments thereto or any new debt or lease instruments, without
the prior written consent of Buckeye (which consent shall not be unreasonably
withheld).

       


      
        
           


        

        
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      7.3           Prohibited
Activities.  Except as set forth in Schedule 7.3, between
the date hereof and the Closing Date, the Company will not, without prior
written consent of Buckeye:

       

      (a)           make
any change in the Company Charter Documents;

       

      (b)           issue
any securities, subscriptions, options, warrants, calls, conversion rights or
commitments relating to its securities of any kind;

       

      (c)           declare
or pay any dividend, or make any distribution in respect of its capital stock or
directly or indirectly purchase, redeem or otherwise acquire or retire for value
any shares of its capital stock;

       

      (d)           enter
into any contract or commitment (including without limitation any vehicle lease)
or incur or agree to incur any liability or make any capital expenditures,
except if it is in the normal course of business consistent with past practice,
does not involve the purchase or lease of additional vehicles, and involves an
amount not in excess of $25,000;

       

      (e)           create,
assume or permit to exist any mortgage, pledge or other lien or encumbrance upon
any of its assets or properties whether now owned or hereafter acquired, except
(i) liens for taxes either not yet due or being contested in good faith and by
appropriate proceedings (and for which contested taxes adequate reserves have
been established and are being maintained), or materialmen’s, mechanics’,
workers’, repairmen’s or other like liens arising by operation of law and
securing amounts not yet due or being contested in good faith by appropriate
proceedings (and for which contested amounts adequate reserves have been
established and are being maintained) in the ordinary course of business, or
(ii) liens set forth on Schedule
4.13;

       

      (f)           sell,
assign, lease or otherwise transfer or dispose of any property or equipment
except in the normal course of business;

       

      (g)           negotiate
or enter into any agreement for the acquisition of any business or the start-up
of any new business (except with Buckeye and its Affiliates);

       

      (h)           merge
or consolidate or convert or agree to merge or consolidate or convert with or
into any other corporation or other entity (except as contemplated by this
Agreement);

       

      (i)           waive
any material rights or claims of the Company, provided that the Company may
negotiate and adjust bills, client invoices, accounts payable and accounts
receivable in the ordinary course of business and in a manner consistent with
past practice;

       

      (j)           increase
present salaries and commission levels for any officer, director, employee or
agent except for ordinary and customary salary increases for employees (but not
officers, directors or agents) in accordance with past practices;

       

      (k)           make
any loans or advances to, or capital contributions or investments in, any person
or entity;

       

      (l)           commit
a material breach or amend or terminate any material agreement or instrument,
Authorization or other right of the Company;

       


      
        
           


        

        
          -21-

          
            

          

        

        
           


        

      


      (m)           enter
into any agreement with the Stockholder or any relative or Affiliate of the
Stockholder; or

       

      (n)           enter
into any other transaction outside the ordinary course of its business or
prohibited hereunder.

       

      7.4           No
Shop.  Neither the Stockholder, the Company, nor any agent,
employee, officer, director, trustee or any representative of any of the
foregoing will, during the period commencing on the date of this Agreement and
ending with the earlier to occur of the Closing Date or the termination of this
Agreement in accordance with its terms, directly or indirectly, solicit or
initiate the submission of proposals or offers from any person or entity for,
participate in any discussions pertaining to, or furnish any information to any
person or entity other than Buckeye, the Acquisition Sub or their authorized
agents relating to, any acquisition or purchase of all or a material amount of
the assets of, or any equity interest in, the Company or any merger,
consolidation or business combination of or involving the Company.

       

      7.5           Agreements to be
Terminated.  The Stockholder and the Company shall terminate,
on or prior to the Closing Date (a) any stockholders agreements, voting
agreements, voting trusts, subscriptions, options, warrants, calls, conversion
rights or commitments of any kind which obligate the Company to issue any
securities or purchase, redeem or otherwise acquire any securities or any
interests therein and all employment agreements between the Company and any
employee (but not any non-competition, non-solicitation or non-disclosure
provisions contained therein), and (b) any existing agreement between the
Company and the Stockholder or any of its Affiliates (except as set forth on
Schedule
9.11).  The Company and the Stockholder shall provide Buckeye
with proof of the terminations required pursuant to this Section
7.5.

       

      7.6           Notification of Certain
Matters.  From and after the date of this Agreement until the
Closing, each party hereto shall promptly notify the other parties hereto of (a)
any representation or warranty made by it in connection with this Agreement was
untrue or inaccurate when made, (b) the occurrence or non-occurrence of any
event the occurrence or non-occurrence of which would be likely to cause any
condition to the obligations of any party to effect the Merger or the other
transactions contemplated by this Agreement not to be satisfied, or (c) the
failure of the Company or the Stockholder, on the one hand, or Buckeye or the
Acquisition Sub, on the other hand, as the case may be, to comply with or
satisfy any covenant, condition or agreement to be complied with or satisfied by
it pursuant to this Agreement which would be likely to result in any condition
to the obligations of any party to effect the Merger or the other transactions
contemplated by this Agreement not to be satisfied; provided, however, that the delivery of
any notice pursuant to this Section shall not modify any representations or
warranties contained in this Agreement, cure any breach of any representation or
warranty requiring disclosure of such matter or otherwise limit or affect the
rights and remedies available hereunder to the party receiving such
notice.

       

      7.7           Further
Assurances.  The parties hereto agree to execute and deliver,
or cause to be executed and delivered, such further instruments or documents or
take such other action as may be reasonably necessary or convenient to carry out
the transactions contemplated hereby.

       


      
        
           


        

        
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      ARTICLE
8

      CONDITIONS
PRECEDENT TO OBLIGATIONS OF

      THE
STOCKHOLDER AND THE COMPANY

       

      The
obligations of the Stockholder and the Company with respect to actions to be
taken on the Closing Date are subject to the satisfaction or waiver on or prior
to the Closing Date of all of the following conditions.  If, as of the
Closing Date, any of such conditions has not been satisfied, the Stockholder and
the Company shall have the right to terminate this Agreement or, in the
alternative, waive any condition not so satisfied.  Notwithstanding
the foregoing, the consummation of the Merger shall constitute a waiver of any
conditions not so satisfied.  However, no such waiver shall be deemed
to affect the survival of the representations and warranties of Buckeye and the
Acquisition Sub contained in Article
6.

       

      8.1           Representations and
Obligations.  All representations and warranties of Buckeye and
the Acquisition Sub contained in Article 6 shall
be true and correct as of the date of this Agreement and, if the Closing Date is
other than the date of this Agreement, shall be true and correct in all material
respects as of the Closing Date as though such representations and warranties
had been made on and as of that date, except that those representations and
warranties which address matters only as of a particular date only shall be
required to be true and correct as of such date; all of the terms, covenants and
conditions of this Agreement to be complied with and performed by Buckeye and
the Acquisition Sub on or before the Closing Date shall have been duly complied
with and performed in all material respects; and certificates to the foregoing
effect dated the Closing Date and signed by an officer of Buckeye and the
Acquisition Sub shall have been delivered to the Stockholder.

       

      8.2           No
Litigation.  No action or proceeding before a court or any
other governmental agency or body shall have been instituted or threatened which
seeks to restrain or prohibit the Merger or which seeks to recover substantial
damages relating to the Merger, and no governmental agency or body shall have
taken any other action or made any request of the Company relating to the Merger
or the other transactions contemplated by this Agreement as a result of which
the Company deems it inadvisable to proceed with the transactions
hereunder.

       

      8.3           Consents and
Approvals.  All necessary consents of and filings with any
governmental authority or agency relating to the consummation of the transaction
contemplated herein shall have been obtained and made.

       

      8.4           No Material Adverse
Change.  No event or circumstance shall have occurred or exist
with respect to Buckeye or any of its subsidiaries which would constitute a
material adverse effect on the business, properties or financial condition of
Buckeye and its subsidiaries, taken as a whole.

       

      8.5           Governmental
Certificates.  Buckeye and the Acquisition Sub each shall have
delivered to the Company copies of their respective certificates of
incorporation (including amendments thereto), certified as of a recent date by
the appropriate governmental authority in their jurisdiction of incorporation,
and certificates, dated as of a recent date, duly issued by the appropriate
governmental authority in their jurisdiction of incorporation, showing that each
of Buckeye and the Acquisition Sub is in good standing and authorized to do
business in such jurisdiction.

       

      8.6           Certificates.  The
Company shall have received a certificate or certificates, dated the Closing
Date and signed by an officer of Buckeye and of the Acquisition Sub, certifying
as to the completeness and correctness of attached copies of Buckeye’s and the
Acquisition Sub’s respective articles or certificates of incorporation
(including amendments thereto), by-laws (including amendments thereto), and
resolutions of the Boards of Directors and, if required, the stockholders of
Buckeye and the Acquisition Sub approving Buckeye’s and the Acquisition Sub’s
entering into this Agreement and the consummation of the transactions
contemplated hereby.

       


      
        
           


        

        
          -23-

          
            

          

        

        
           


        

      


      8.7           Security
Documents.  The Stockholder shall have received a counterpart
of the Security Documents executed by the other parties thereto, and a stock
certificate evidencing the stock of the Company being pledged pursuant to the
Security Documents.

       

      8.8           Employment
Agreement.  Timothy E. Gallagher shall have been afforded the
opportunity to enter into an employment agreement in substantially the form
attached as Exhibit
D.

       

      8.9           Closing
Deliveries.  The Stockholder shall have received the deliveries
required to be made by Buckeye pursuant to Section 3.2.

       

      8.10           Lease.  The
landlord of the premises currently leased to the Company in Los Molinos,
California and shall have entered into a new lease with the Company on terms
acceptable to the Stockholder.

       

      8.11           Satisfaction.  All
actions, proceedings, instruments and documents required to carry out the
transactions contemplated by this Agreement or incidental hereto and all other
related legal matters shall be reasonably satisfactory to the Company and its
counsel.

       

      ARTICLE
9

      CONDITIONS
PRECEDENT TO OBLIGATIONS OF

      BUCKEYE
AND THE ACQUISITION SUB

       

      The
obligations of Buckeye and the Acquisition Sub with respect to actions to be
taken on the Closing Date are subject to the satisfaction or waiver on or prior
to the Closing Date of all of the following conditions.  If, as of the
Closing Date, any of such conditions has not been satisfied, Buckeye and the
Acquisition Sub shall have the right to terminate this Agreement or, in the
alternative, waive any condition not so satisfied.  Notwithstanding
the foregoing, the consummation of the Merger shall constitute a waiver of any
conditions not so satisfied.  However, no such waiver shall be deemed
to affect the survival of the representations and warranties of the Company or
the Stockholder contained in this Agreement.

       

      9.1           Representations and
Obligations.  All the representations and warranties of the
Stockholder and the Company contained in this Agreement shall be true and
correct as of the date of this Agreement and, if the Closing Date is other than
the date of this Agreement, shall be true and correct in all material respects
as of the Closing Date as though such representations and warranties had been
made on and as of such date, except that those representations and warranties
which address matters only as of a particular date only shall be required to be
true and correct as of such date; all of the terms, covenants and conditions of
this Agreement to be complied with or performed by the Stockholder and the
Company on or before the Closing Date shall have been duly performed or complied
with in all material respects; and certificates to the foregoing effect dated
the Closing Date and signed by the Stockholder and by the President of the
Company shall have been delivered to Buckeye.

       

      9.2           No
Litigation.  No action or proceeding before a court or any
other governmental agency or body shall have been instituted or threatened which
seeks to restrain or prohibit the Merger or which seeks to recover substantial
damages relating to the Merger, and no governmental agency or body shall have
taken any other action or made any request of Buckeye or the Acquisition Sub
relating to the Merger or the other transactions contemplated by this Agreement
as a result of which Buckeye or the Acquisition Sub deems it inadvisable to
proceed with the transactions hereunder.

       


      
        
           


        

        
          -24-

          
            

          

        

        
           


        

      


      9.3           Consents and
Approvals.  All necessary consents of and filings with any
governmental authority or agency relating to the consummation of the
transactions contemplated herein shall have been obtained and made, and all
consents and approvals of third parties listed on Schedule 4.22(b),
Schedule 5.2
and Schedule
6.3 shall have been obtained.

       

      9.4           No Material Adverse
Effect.  No event or circumstance shall have occurred or exist
with respect to the Company which would constitute or reasonably could be
expected to have in the future a material adverse effect on the business,
properties, operations, condition (financial or otherwise) or prospects of the
Company, and the Company shall not have suffered any material change, loss or
damage to any of its properties or assets, whether or not covered by
insurance.

       

      9.5           Governmental
Certificates.  The Company shall have delivered to Buckeye
copies of its certificate or articles of incorporation (including amendments
thereto) certified as of a recent date by the appropriate governmental authority
in the Company’s state of incorporation, and a certificate, dated as of a recent
date, duly issued by the appropriate governmental authority in the Company’s
state of incorporation and in each state in which the Company is authorized to
do business, showing the Company is in good standing and authorized to do
business in such jurisdiction.

       

      9.6           Certificate.  Buckeye
shall have received a certificate, dated the Closing Date and signed by the
Secretary or an Assistant Secretary of the Company, certifying as to the
completeness and correctness of attached copies of the Company’s certificate or
articles of incorporation (including amendments thereto), by-laws (including
amendments thereto), and resolutions of the Board of Directors and the
stockholder of the Company approving the Company’s entering into this Agreement
and the consummation of the transactions contemplated hereby.

       

      9.7           Security
Documents.  Buckeye and the Acquisition Sub shall have received
a counterpart of the Security Documents dated as of the Closing Date executed by
each of the other parties thereto.

       

      9.8           Employment
Agreement.  Timothy E. Gallagher shall have entered into an
employment agreement in substantially the form attached as Exhibit D.

       

      9.9           Lease.  The
landlord of the premises currently leased to the Company in Los Molinos,
California and the Company shall have terminated their existing lease and such
landlord shall have entered into a new lease with the Company on terms
acceptable to Buckeye.  The existing lease of the premises currently
leased by the Company in Yuba City, California shall be acceptable to Buckeye or
the existing lease shall have been terminated and such landlord shall have
entered into a new lease with the Company on terms acceptable to
Buckeye.

       

      9.10           Release.  The
Stockholder and any spouse of the Stockholder shall have delivered to Buckeye an
instrument, in form and substance satisfactory to Buckeye, dated the Closing
Date, releasing the Company, Buckeye, the Acquisition Sub and the Surviving
Corporation from any and all claims of such persons against the Company, and any
and all obligations of the Company to such persons.

       


      
        
           


        

        
          -25-

          
            

          

        

        
           


        

      


      9.11           Termination of Related Party
and Other Agreements.  Except for the agreements set forth on
Schedule 9.11,
Buckeye shall have received satisfactory evidence (a) that all existing
agreements between the Company and any stockholder of the Company, any relative
of any stockholder of the Company and any Affiliates of any stockholder of the
Company shall have been canceled effective prior to or as of the Closing Date,
and (b) that the terminations required by Section 7.5 shall
have been obtained.

       

      9.12           Debt.  The
terms of any Debt of the Company in existence at the Closing shall be, or shall
have been amended and modified to be, acceptable to Buckeye and will not be able
to be accelerated as a result of the Merger or the other transactions
contemplated to occur in connection with this Agreement.  Each
stockholder of the Company shall have repaid or caused to have been repaid, or
shall repay or cause to be repaid at the Closing, all indebtedness of such
stockholder or his affiliates, relatives or any related party owing to the
Company, whether or not then due or matured, and no notes payable or other Debt
shall be owed to the Stockholder or any of his affiliates, relatives or any
other related parties.

       

      9.13           Non-Competition and
Confidentiality Agreement.  Buckeye shall have received the
Non-Competition and Confidentiality Agreement executed by the Stockholder in
substantially the form attached as Exhibit
E.

       

      9.14           Transfer Restriction
Agreement.  Buckeye shall have received a Transfer Restriction
Agreement executed by the Stockholder in the form provided to the Stockholder by
Buckeye.

       

      9.15           Closing
Deliveries.  Buckeye shall have received the deliveries
required to be made by the Stockholder and the Company pursuant to Schedule 2.4 and
Section
3.2.

       

      9.16           Review.  Buckeye
shall be satisfied with the results of its investigation and review of the
Company with respect to, among other matters, the business, operations, assets,
contracts, legal compliance, non-recurring expenses and future prospects of the
Company.

       

      9.17           Lender
Approval.  Buckeye shall have obtained all consents of its
lender necessary to consummate the transactions contemplated by this Agreement
in a form and substance acceptable to Buckeye.

       

      9.18           Approval.  Each
stockholder of the Company shall have voted all of such stockholder’s shares of
Company Stock in favor of the Merger and Buckeye shall have been provided with a
copy of a unanimous written consent to such effect executed by all of the
stockholders of the Company.

       

      9.19           Lien Search
Reports.  Buckeye shall have received Uniform Commercial Code
lien search reports and such other lien search reports as it may require and
such search reports shall not disclose any unpermitted liens which are not
terminated on or before the Closing.

       

      9.20           Satisfaction.  All
actions, proceedings, instruments and documents required to carry out the
transactions contemplated by this Agreement or incidental hereto and all other
related legal matters shall have been approved by counsel to
Buckeye.

       

      ARTICLE
10

      COVENANTS
OF BUCKEYE AND THE STOCKHOLDER

      AFTER
CLOSING

       

      10.1           Preparation and Filing of
Tax Returns.

       


      
        
           


        

        
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      (a)           Buckeye
and the Stockholder shall cooperate in the preparation and filing of all
separate Returns (other than Returns for income Taxes) of the Company for all
taxable periods that end on or after February 1, 2008 (and which are not
required to be filed prior to the Closing Date) and Buckeye and the Surviving
Company shall pay or cause to be paid all Tax liabilities shown by such Returns
to be due to the extent properly accrued or reserved with respect thereto on the
Company Closing Balance Sheet or relating to the period after the Closing Date,
provided, however that payment in excess of the amounts properly accrued or
reserved with respect thereto on the Company Closing Balance Sheet shall not
affect in any manner any rights that Buckeye, the Acquisition Sub or the
Surviving Corporation may have to indemnification as provided in Article
11.  The Stockholder shall prepare and file or cause to be
prepared and filed (at the Stockholder’s expense) all separate federal income
Tax Returns (and all state and local Tax Returns filed on a basis similar to
that of S corporation under federal income Tax rules) of the Company for all
taxable periods that end on or before the Closing Date (including any stub
period Tax Returns for the period ending on the Closing Date).  All
such Returns shall be prepared on a basis that is consistent with past practice
and shall be acceptable to Buckeye.  At least twenty (20) business
days before filing any such Return, the Stockholder shall submit the Return to
Buckeye for review and approval and to provide Buckeye with an opportunity to
confirm that the Stockholder has properly computed and reported the taxable
income of the Company for such periods (including without limitation any stub
period ending on the Closing Date).  The Stockholder shall pay or
cause to be paid all Tax liabilities (in excess of all amounts already paid with
respect thereto or properly accrued or reserved with respect thereto on the
Company Closing Balance Sheet) that are shown to be due on such Returns for all
taxable periods that end on or before the Closing Date.  Any payments
made by Buckeye, the Acquisition Sub or the Surviving Corporation in excess of
any amounts reserved for on the Closing Balance Sheet for such Taxes shall not
affect in any manner any rights that Buckeye, the Acquisition Sub or the
Surviving Corporation may have to indemnification as provided in Article
11.

       

      (b)           Buckeye
shall file or cause to be filed all separate Returns of, or that include, the
Surviving Corporation for all taxable periods ending after the Closing
Date.

       

      (c)           Each
party hereto shall, and shall cause its subsidiaries and Affiliates to, provide
to each of the other parties hereto such cooperation and information as any of
them reasonably may request in filing any Return, amended Return or claim for
refund, determining a liability for Taxes or a right to refund of Taxes or in
conducting any audit or other proceeding in respect of Taxes.  Such
cooperation and information shall include providing copies of all relevant
portions of relevant Returns, together with relevant accompanying schedules and
relevant work papers, relevant documents relating to rulings or other
determinations by taxing authorities and relevant records concerning the
ownership and Tax basis of property, which such party may
possess.  Each party shall make its employees reasonably available on
a mutually convenient basis at its cost to provide explanation of any documents
or information so provided.  Subject to the preceding sentence, each
party required to file Returns pursuant to this Agreement shall bear all costs
of filing such Returns.

       

      10.2           Additional
Consideration.  In addition to the consideration described in
Section 2.4, and elsewhere in this Section 10.2, on or prior to March 31, 2010,
Buckeye shall deliver to the Stockholder a written notice showing the
computation of the Earn-Out Amount and shall pay to the Stockholder an amount
equal to the Earn-Out Amount as so stated.  Any amount payable
pursuant to this Section 10.2 shall be payable as follows: (i) fifty percent
(50%) of such amount shall be paid by check, certified check or by wire transfer
of immediately available funds to an account designated by the Stockholder in
writing to Buckeye; and (ii) the remaining fifty percent (50%) of such amount
shall be paid in whole shares of Buckeye Stock (valued at their Fair Market
Value), with a cash payment in lieu of any fractional shares.

       


      
        
           


        

        
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      As used
in this Agreement, the following terms shall have the following
meanings:

       

      “Earn-Out
Amount” shall mean an amount equal to (i) five (5.0) times the Excess EBIT, if
the Excess EBIT is greater than $0; or (ii) $0, if the Excess EBIT is less than
or equal to $0.

       

      "EBIT"
shall mean, for the applicable Measurement Period, an amount equal
to:

       

      (i)           the
net income of the Surviving Corporation during the applicable Measurement Period
(excluding interest income and any extraordinary gains or any gains from the
sale of assets (other than gains from inventory sold in the ordinary course of
business)); plus

       

      (ii)           any
amount subtracted in determining the Surviving Corporation’s net income for such
period for interest and taxes;

       

      calculated
in each case in accordance with generally accepted accounting principles, but
allocating to the Surviving Corporation in a manner reasonably determined by
Buckeye in accordance with Buckeye’s standard practices on a non-discriminatory
basis the Surviving Corporation’s share of expenses incurred or paid by Buckeye
or its affiliates which benefit or are for the benefit of the Surviving
Corporation, which relate to or are otherwise incurred as a result of the
existence, activities or operations of the Surviving Corporation (including
without limitation any such expenses for insurance, employee benefits,
accounting services and legal services for the Surviving Corporation) or which
are otherwise specifically allocable to the Surviving Corporation.

       

      "EBIT
Target" shall mean $900,000, provided that in the event that the operations of
any other business are combined with those of the Surviving Corporation (whether
the result of an acquisition or otherwise) prior to the end of the Measurement
Period, such amount shall be increased by an amount equal to the projected EBIT
for the business operations to be combined with those of the Surviving
Corporation (prorated on a reasonable basis to reflect the projected increased
EBIT through the end of each applicable Measurement Period), as determined by
Buckeye in good faith.

       

      “Excess
EBIT” shall mean the difference between (i) the arithmetic average of the amount
of the EBIT of the Surviving Corporation during the First Measurement Period and
the amount of the EBIT of the Surviving Corporation during the Second
Measurement Period and (ii) the EBIT Target (or $0 if the EBIT Target exceeds
such average EBIT amount).

       

      "Fair
Market Value" shall mean the average of the daily closing prices of a share of
common stock of Buckeye over a fifty (50) Business Day period ending on the
Measurement Date.  The closing price for each day shall be the last
sale price regular way or in case no such reported sales take place on such day,
the average of the last reported bid and asked price regular way, in either case
on the New York Stock Exchange, Inc. (the "NYSE") or if not the NYSE, the
principal national securities exchange on which the common stock of Buckeye is
admitted to trading or listed, or if not listed or admitted to trading on any
exchange, the representative closing bid price as reported on NASDAQ, or similar
organization if NASDAQ is no longer reporting such information, or if not so
available, the fair market price as determined in good faith by the mutual
agreement of the Stockholder and Buckeye or if the Stockholder and Buckeye are
unable to agree, by an investment banker selected by Buckeye (the fees and costs
of such investment banker to be paid 50% by Buckeye and 50% by the Stockholder);
provided, however, that if the common stock of Buckeye is listed on the NYSE or
any national securities exchange, the term "Business Day" as used in this
definition means a Business Day on which such exchange is open for
trading.

       


      
        
           


        

        
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      “Measurement
Period” means the period from January 1, 2008 to December 31, 2008 (the “First
Measurement Period”) and the twelve month period immediately following the First
Measurement Period (the “Second Measurement Period”).

       

      In
addition to the consideration described in Section 2.4, and elsewhere in this
Section 10.2, Buckeye shall also pay the Stockholder the Additional Amount as
provided in this Section.  For purposes of this Agreement, the term
“Additional Amount” shall mean (i) in the event the long term capital gains tax
rate under the Code that is applicable to the Stockholder’s receipt of the
principal payments required to be paid pursuant to the Additional Promissory
Note is increased after the date of this Agreement, the amount equal to (x) the
percentage increase in the long term capital gains tax rate that is applicable
to the remaining principal payments due under the Additional Promissory Note
multiplied by (y) the amount of the remaining principal payments under the
Additional Promissory Note affected by such increased tax rate, and (ii) in the
event there is no increase in the capital gains rate applicable to the
Stockholder’s receipt of the principal payments to be made pursuant to the
Additional Promissory Note before all such payments are made, $0.  The
Additional Amount shall be payable in consecutive monthly installments beginning
in the first month anniversary of the date of the final regularly scheduled
installment payment due under the Additional Promissory Note, as such final
installment payment date may be extended pursuant to the terms of the Additional
Promissory Note, and continuing on the same day in each month thereafter until
the Additional Amount has been paid in full.  Such monthly
installments shall be in the amount of $100,000 or, if less, the remaining
unpaid amount of the Additional Amount.  Buckeye shall have the right
to prepay the Additional Amount in whole or in part without penalty at any time
and from time to time with or without prior notice and any such prepayment(s)
shall be applied to reduce the next regularly scheduled installment(s) of the
Additional Amount.

       

      


       

      ARTICLE
11

      INDEMNIFICATION

       

      The
Stockholder, Buckeye and the Acquisition Sub each make the following covenants
that are applicable to them, respectively:

       

      11.1           Indemnification by the
Stockholder.  The Stockholder covenants and agrees that he will
indemnify, defend, protect and hold harmless Buckeye, the Acquisition Sub and
the Surviving Corporation from and against all losses, damages, liabilities,
actions, suits, proceedings, demands, assessments, adjustments, costs and
expenses (including reasonable attorneys’ fees and expenses of investigation)
incurred by Buckeye, the Acquisition Sub or the Surviving Corporation as a
result of or arising from (a) any breach of the representations and warranties
of the Stockholder or the Company set forth in this Agreement or in any
certificates delivered in connection herewith, or (b) any breach of any covenant
or agreement on the part of the Stockholder or the Company under this Agreement,
or (c) any Excluded Liabilities or any matters disclosed on Schedule
4.20.  The obligation to indemnify Buckeye, the Acquisition Sub
and the Surviving Corporation pursuant to this Section 11.1 shall
apply only to the extent that notice of the claim for indemnification pursuant
to this Section
11.1 is given in good faith to the Stockholder on or prior to the
applicable Expiration Date.

       


      
        
           


        

        
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      11.2           Indemnification by
Buckeye.  Each of Buckeye and the Acquisition Sub, jointly and
severally, covenants and agrees that it will indemnify, defend, protect and hold
harmless the Stockholder from and against all losses, damages, liabilities,
actions, suits, proceedings, demands, assessments, adjustments, costs and
expenses (including reasonable attorneys’ fees and expenses of investigation)
incurred by the Stockholder as a result of or arising from (a) any breach of the
representations and warranties of Buckeye or the Acquisition Sub set forth in
this Agreement or in any certificates delivered in connection herewith or (b)
any breach of any covenant or agreement on the part of Buckeye or the
Acquisition Sub under this Agreement.  The obligation to indemnify the
Stockholder pursuant to this Section 11.2 shall
apply only to the extent that notice of the claim for indemnification pursuant
to this Section
11.2 is given in good faith to Buckeye on or prior to the applicable
Expiration Date.

       

      11.3           Third Person
Claims.

       

      (a)           Promptly
after any party hereto (the “Indemnified Party”) receives notice of or has
knowledge of any claim by a person or entity not a party to this Agreement
(“Third Person”), or the commencement of any action or proceeding by a Third
Person, for which the Indemnified Party intends to make a claim against any
party obligated to provide indemnification pursuant to Section 11.1 or Section 11.2 (the
“Indemnifying Party”), the Indemnified Party shall give the Indemnifying Party
written notice of such claim or the commencement of such action or proceeding,
provided that the failure to give such prompt notice shall not affect the
Indemnifying Party’s obligation to indemnify absent a showing of actual
prejudice to the Indemnifying Party.  Such notice shall state the
nature and the basis of such claim and, to the extent determinable, a reasonable
estimate of the amount thereof.

       

      (b)           The
Indemnifying Party shall have the right to defend and settle, at its own expense
and by its own counsel, any such matter so long as the Indemnifying Party
pursues the same in good faith and diligently, provided that the Indemnifying
Party shall not settle any criminal matter, without the written consent of the
Indemnified Party, or any other matter, without the written consent of the
Indemnified Party which consent in the case of matters which are not criminal
matters will not be unreasonably withheld or delayed.  If the
Indemnifying Party undertakes to defend or settle, it shall promptly notify the
Indemnified Party of its intention to do so, and the Indemnified Party shall
cooperate with the Indemnifying Party and its counsel in the defense thereof
and, subject to the preceding sentence, in any settlement
thereof.  Such cooperation shall include, but shall not be limited to,
furnishing the Indemnifying Party with any books, records or information
reasonably requested by the Indemnifying Party that are in the Indemnified
Party’s possession or control.  In the event that counsel to the
Indemnifying Party shall have a conflict of interest that prevents counsel for
the Indemnifying Party from representing the Indemnified Party, or in the event
that the Indemnified Party is not reasonably satisfied with the counsel selected
by the Indemnifying Party, the Indemnified Party shall have the right to
participate in such matter through counsel of its own choosing and the
Indemnifying Party will reimburse the Indemnified Party for the reasonable
expenses of its counsel.  After the Indemnifying Party has notified
the Indemnified Party of its intention to undertake to defend or settle any such
asserted liability, and for so long as the Indemnifying Party diligently pursues
such defense, the Indemnifying Party shall not be liable for any additional
legal expenses incurred by the Indemnified Party in connection with any defense
or settlement of such asserted liability, except (i) as set forth in the
preceding sentence, and (ii) to the extent such participation is requested by
the Indemnifying Party, in which event the Indemnified Party shall be reimbursed
by the Indemnifying Party for reasonable additional legal expenses and
out-of-pocket expenses.

       


      
        
           


        

        
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      (c)           If
the Indemnifying Party does not undertake to defend such matter to which the
Indemnified Party is entitled to indemnification hereunder, or fails diligently
to pursue such defense, the Indemnified Party may undertake such defense through
counsel of its choice, at the cost and expense of the Indemnifying Party, and
the Indemnified Party may settle such matter, and the Indemnifying Party shall
reimburse the Indemnified Party for the amount paid in such settlement and any
other liabilities or expenses incurred by the Indemnified Party in connection
therewith; provided,
however, that under no circumstances shall the Indemnified Party settle
any such matter without the written consent of the Indemnifying Party, which
consent shall not be unreasonably withheld or delayed.

       

      11.4           Exclusive
Remedy.  The indemnification provided for in this Article 11 shall
(except as prohibited by law) be the exclusive remedy in any action seeking
damages or any other form of monetary relief brought by any party to this
Agreement against another party for any breach or violation of any
representation or warranty in this Agreement or any covenant or agreement to be
performed pursuant to this Agreement on or before the Closing; provided, however, that
nothing herein shall be construed to limit the right of a party, in a proper
case, to seek specific performance or other injunctive relief for any such
breach.

       

      11.5           Limitations on
Indemnification.

       

      (a)           Buckeye,
the Acquisition Sub and the Surviving Corporation shall not assert any claim for
indemnification hereunder against the Stockholder with respect to any breach or
violation of any representation or warranty in this Agreement or any covenant or
agreement to be performed on or before the Closing until such time as the
aggregate amount of all claims which such parties may have against the
Stockholder, whether individually or collectively, shall exceed $25,000, at
which point Buckeye, the Acquisition Sub and the Surviving Corporation may
assert a claim for indemnification for all claims in excess of the initial
$25,000; provided,
however, that the foregoing limitation shall not apply to any claims with
respect to the representations and warranties contained in Section 4.8, Section 4.9, Section 4.10, Section 4.12, Section 4.20, Section 4.21, Section 4.22, or
Article 5 or
the absence or non-existence of any Excluded Liabilities (or any matters
disclosed on Schedule
4.20) any confirmation thereof.  The Stockholder shall not
assert any claim for indemnification hereunder against Buckeye or the
Acquisition Sub with respect to any breach or violation of any representation or
warranty in this Agreement or any covenant or agreement to be performed on or
before the Closing until such time as the aggregate of all claims which the
Stockholder may have against Buckeye and/or the Acquisition Sub, whether
individually or collectively, shall exceed $25,000, at which point the
Stockholder may assert a claim for indemnification for all claims in excess of
the initial $25,000.

       

      (b)           The
Stockholder shall not be entitled to indemnification under this Article 11 if and to
the extent that the Stockholder’s claim for indemnification is directly or
indirectly related to a breach by the Company or the Stockholder of any
representation, warranty, covenant or other agreement set forth in this
Agreement.  None of Buckeye, the Acquisition Sub or the Surviving
Corporation shall be entitled to indemnification under this Article 11 if and to
the extent that such party’s claim for indemnification is directly or indirectly
related to a breach by Buckeye or the Acquisition Sub of any representation,
warranty, covenant or other agreement set forth in this Agreement.

       


      
        
           


        

        
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      11.6           Limited
Recourse Obligations.  Notwithstanding anything
to the contrary in this Agreement, the parties to this Agreement acknowledge and
agree that the obligations of Buckeye and the Acquisition Sub with respect to
each of the Additional Promissory Note, the Promissory Note, the Security
Documents and Section 10.2 of this Agreement are non-recourse to Buckeye and the
Acquisition Sub; and the rights against Buckeye and/or the Acquisition Sub with
respect to any such obligations, and the only recourse of the Stockholder or any
other person or entity with respect to any such obligations, howsoever asserted,
is and shall be limited to the security interests and liens in the shares of
stock and/or assets of the Surviving Corporation granted in the Security
Documents.  No attachment, execution or other writ or process shall be
sought, issued or levied against Buckeye or the Acquisition Sub or upon any
assets, properties or funds of Buckeye or the Acquisition Sub other than the
properties and assets pledged pursuant to the Security Documents and, in the
event of any enforcement or foreclosure of such security interests, no judgment
of any deficiency upon such indebtedness, sums, amounts or obligations shall be
sought or obtained against Buckeye or the Acquisition Sub.  Without
limiting the foregoing, Buckeye and the Acquisition Sub shall not be liable for
any deficiency remaining after any sale of any collateral or any exercise of any
remedies of the Lender under the Security Documents with respect to the
Additional Promissory Note, the Promissory Note, the Security Documents or
Section 10.2 of this Agreement.

       

      ARTICLE
12

      TERMINATION
OF AGREEMENT

       

      12.1           Termination.  This
Agreement may be terminated at any time prior to the Closing Date
solely:

       

      (a)           by
mutual consent of Buckeye, the Stockholder and the Company;

       

      (b)           by
the Stockholder or the Company, on the one hand, or by Buckeye, on the other
hand, if the transactions contemplated by this Agreement to take place at the
Closing shall not have been consummated by February 29, 2008; provided, however, that (i)
neither of the Stockholder nor the Company shall be entitled to terminate this
Agreement pursuant to this Section 12.1(b) if
the failure of such transactions to be consummated is due to the willful failure
of the Company or the Stockholder to perform any of their respective obligations
under this Agreement required to be performed by any of them prior to or on the
Closing Date and (ii) Buckeye shall not be entitled to terminate this Agreement
pursuant to this Section 12.1(b) if
the failure of such transactions to be consummated is due to the willful failure
of the Acquisition Sub or Buckeye to perform any of their respective obligations
under this Agreement required to be performed by them prior to or on the Closing
Date;

       

      (c)           by
the Stockholder or the Company, on the one hand, or by Buckeye or the
Acquisition Sub, on the other hand, if a material breach or default shall be
made by the other parties in the observance or in the due and timely performance
of any of the covenants or agreements contained herein, and the curing of such
breach or default shall not have been made before the earlier of (i) ten
business days after receipt of notice specifying the breach and requesting that
such breach be cured and (ii) the Closing Date; or by the Stockholder or the
Company, if the conditions set forth in Article 8 have not
been satisfied or waived as of the Closing Date; or by Buckeye, if the
conditions set forth in Article 9 have not
been satisfied or waived as of the Closing Date.

       

      12.2           Liabilities in Event of
Termination.  The termination of this Agreement will in no way
limit any obligation or liability of any party based on or arising from a breach
or default by such party with respect to any of its representations, warranties,
covenants or agreements contained in this Agreement including, but not limited
to, legal and audit costs and out of pocket expenses.

       


      
        
           


        

        
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      ARTICLE
13

      SECURITIES
LAWS REPRESENTATIONS AND COVENANTS

       

      13.1           Compliance with
Law.  The Stockholder acknowledges that the shares of Buckeye
Stock to be delivered to the Stockholder pursuant to or in connection with this
Agreement or any of the agreements or documents executed and/or delivered in
connection with this Agreement (including without limitation any Promissory
Note) or the transactions contemplated hereby or thereby have not been and will
not be registered under the 1933 Act or any state securities laws and may not be
resold without compliance with the 1933 Act and any applicable state securities
laws.  The Stockholder further represents, warrants and covenants that
(a) the shares of Buckeye Stock to be acquired by the Stockholder pursuant to or
in connection with this Agreement or any of the agreements or documents executed
and/or delivered in connection with this Agreement (including without limitation
any Promissory Note) or the transactions contemplated hereby or thereby are
being acquired solely for his own account, for investment purposes only, and
with no present intention of distributing, selling or otherwise disposing of it
in connection with a distribution, and (b) none of the shares of Buckeye Stock
issued to the Stockholder will be offered, sold, assigned, pledged,
hypothecated, transferred or otherwise disposed of except after full compliance
with all of the applicable provisions of the 1933 Act and the rules and
regulations of the SEC and after full compliance with any applicable state
securities laws.  The Stockholder acknowledges that all the Buckeye
Stock shall bear the following legend:

       

      THE
SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “1933 ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY
ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THE
1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

       

      13.2           Economic Risk;
Sophistication.  The Stockholder represents and warrants that
the Stockholder (a) is an “accredited investor” as such term is defined in
Regulation D promulgated under the 1933 Act, (b) is able to bear the
economic risk of an investment in the Buckeye Stock to be acquired pursuant to
or in connection with this Agreement or any of the agreements or documents
executed and/or delivered in connection with this Agreement (including without
limitation any Promissory Note) or the transactions contemplated hereby or
thereby, (c) can afford to sustain a total loss of such investment, and (d) has
such knowledge and experience in financial and business matters that he is
capable of evaluating the merits and risks of the proposed investment in the
Buckeye Stock.  The Stockholder further represents and warrants that
the Stockholder has been supplied with, or had access to, information to which a
reasonable investor would attach significance in making investment decisions
and, without limiting the generality of the foregoing, has had an adequate
opportunity to ask questions and receive answers from the officers of Buckeye
and its subsidiaries concerning any and all matters relating to Buckeye and its
subsidiaries and the transactions described herein, including the background and
experience of the current and proposed officers and directors of Buckeye and its
subsidiaries, the plans for the operations of the business of Buckeye and its
subsidiaries, and any plans for additional acquisitions and the
like.  The Stockholder represents and warrants that the Stockholder
has asked any and all questions in the nature described in the preceding
sentence and all questions have been answered to the Stockholder’s satisfaction
and further that the Stockholder is aware that Buckeye has a very limited
operating history.

       


      
        
           


        

        
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      13.3           Tax
Matters.  EACH PARTY ACKNOWLEDGES AND AGREES THAT THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT IS EXPECTED TO BE A TAXABLE
TRANSACTION AND THAT NONE OF THE PARTIES HERETO HAVE MADE ANY REPRESENTATION OR
WARRANTY WITH RESPECT TO THE POTENTIAL OR ACTUAL FEDERAL, STATE AND LOCAL TAX
CONSEQUENCES OF THIS TRANSACTION AND EACH PARTY HAS CONSULTED AND RELIED SOLEY
UPON THEIR OWN TAX ADVISORS WITH SUCH MATTERS AND ASSUMED ALL RISKS RELATED
THERETO.

       

      ARTICLE
14

      ARBITRATION

       

      14.1           Dispute.  Any
dispute, controversy or claim arising out of or relating to this Agreement or
its breach, interpretation, termination or validity, including any question
whether a matter is subject to arbitration hereunder, is referred to herein as a
“Dispute.”

       

      14.2           Arbitration.  If
the parties fail to settle any Dispute within thirty (30) days after any party
has given notice to the other parties hereto of the claimed existence of a
Dispute, the Dispute shall be resolved by a confidential, binding
arbitration.  All such Disputes shall be arbitrated pursuant to the
Comprehensive Arbitration Rules and Procedures of J.A.M.S. Endispute before an
arbitrator or arbitrators selected in the manner provided in such rules and
procedures, except that (a) the number of calendar days referred to in the
second sentence of Rule 6(a) shall be twenty-one (21) instead of fourteen (14),
(b) the number of calendar days referred to throughout Rule 9 shall be
twenty-one (21) instead of fourteen (14), and (c) the “Final Offer (or
Baseball)” Arbitration Option shall not be used unless otherwise agreed in
writing.

       

      14.3           Arbitration
Procedures.  Judgment upon any award rendered by the
arbitrators may be entered in any court having jurisdiction, and each party
hereto consents and submits to the jurisdiction of such court for purposes of
such action.  The statute of limitations, estoppel, waiver, laches and
similar doctrines, which would otherwise be applicable in any action brought by
a party, shall be applicable in any arbitration proceeding, and the commencement
of an arbitration proceeding shall be deemed the commencement of an action for
those purposes.  The Federal Arbitration Act shall apply to the
construction, interpretation and enforcement of this arbitration
provision.  Each party shall bear its own expenses (including without
limitation the fees and expenses of legal counsel and accountants) in connection
with such arbitration and each of Buckeye and the Stockholder shall each bear
one-half of the arbitrators’ fees and expenses, provided that the arbitral award
shall allocate such fees and expenses of counsel, accountants, other advisors
and the arbitrators according to the relative success of the contesting parties
in the arbitration, as determined by the arbitrators.  The arbitrators
shall award an amount equal to the actual monetary damages suffered by each
contesting party, which may include interest costs incurred by such party and,
in the case of the Surviving Corporation, actual reductions in earnings before
interest, taxes, depreciation and amortization for the period in which they
occur, but the arbitrators shall not have the authority to award punitive
damages.

       

      ARTICLE
15

      GENERAL

       

      15.1           Cooperation.  On
and after the Closing Date, each Stockholder, Buckeye and the Acquisition Sub
shall each deliver or cause to be delivered to the other parties hereto such
additional documents, releases, assignments and instruments as the others may
reasonably request for the purpose of carrying out the purposes of this
Agreement.  The Stockholder will cooperate and use their reasonable
efforts to have the present officers, directors and employees of the Company
cooperate with Buckeye and the Surviving Corporation on and after the Closing
Date in furnishing information, evidence, testimony and other assistance in
connection with any Return filing obligations, actions, proceedings,
arrangements or disputes of any nature with respect to matters pertaining to all
periods prior to the Closing Date.

       


      
        
           


        

        
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      15.2           Successors and
Assigns.  This Agreement and the rights and obligations of the
parties hereunder may not be assigned (except by operation of law) without the
prior written consent of the other parties hereto and shall be binding upon and
shall inure to the benefit of the parties hereto, the successors of Buckeye, the
Acquisition Sub and the Company, the heirs and legal representatives of the
Stockholder and any permitted assigns of the parties.

       

      15.3           Entire
Agreement.  This Agreement (including the Schedules and
Exhibits attached hereto) and the documents delivered pursuant hereto constitute
the entire agreement and understanding among the Stockholder, the Company, the
Acquisition Sub and Buckeye, and supersede any and all prior agreements and
understandings, relating to the subject matter of this Agreement.

       

      15.4           Counterparts.  This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute but
one and the same instrument.

       

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

       

      15.6           Expenses;
Taxes.  Whether or not the transactions herein contemplated
shall be consummated (except as otherwise provided in Section 12.2), (a)
each of Buckeye and the Acquisition Sub will pay all of their respective fees,
expenses and disbursements incurred in connection with the subject matter of
this Agreement, including all attorneys’ fees and all costs and expenses
incurred in the performance and compliance with all conditions to be performed
by such corporation under this Agreement and (b) the Stockholder will pay all of
the fees, expenses and disbursements incurred by the Stockholder or the Company
in connection with the subject matter of this Agreement, including all
attorneys’ fees and all costs and expenses incurred in the performance and
compliance with all conditions to be performed by the Stockholder and the
Company under this Agreement (i.e., the Company will not
bear any fees, expenses or disbursements incurred by the Stockholder or the
Company in connection with the subject matter of this Agreement).  The
Stockholder shall pay all sales, use, transfer, real property transfer,
recording, gains, stock transfer and other similar taxes and fees (“Transfer
Taxes”) imposed in connection with the Merger.  The Stockholder shall
file, or cause to be filed, all necessary documentation and Returns with respect
to such Transfer Taxes.  In addition, the Stockholder acknowledges
that he, and not the Company, Buckeye or the Acquisition Sub, will pay all taxes
due upon receipt of the consideration payable pursuant to Section 2.4 and Section 10.2, and
will assume all tax risks and liabilities in connection with the transactions
contemplated hereby.

       

      15.7           Notices.  All
notices required or permitted hereunder shall be in writing and shall be deemed
to have been duly given (a) as of the date delivered if delivered personally, by
courier or by courier service, (b) on the date of telephone or electronic
confirmation of receipt if sent by telex, telecopier, facsimile or other
electronic transmission, or (c) three business days after deposit in the United
States mail, registered or certified mail, postage prepaid, return receipt
requested, to the parties at the following addresses:

       


      
        
           


        

        
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      (a)           If
to Buckeye, the Acquisition Sub or the Surviving Corporation, addressed as
follows:

       

      Buckeye
Ventures, Inc.

      4455
Lamont Street, Suite 3

      San
Diego, CA 92109

      Attn:           President

       

      (b)           If
to the Company, addressed as follows prior to the Merger and addressed to the
address set forth for Buckeye after the Merger:

       

      Gallagher’s
Heating & Air Conditioning, Inc.

      7808
Highway 99E

      Los
Molinos, CA 96055

      Attn:           Timothy
E. Gallagher, President

       

      (c)           If
to the Stockholder, addressed to him at the address set forth in Schedule
15.7,

       

      or to
such other address or number as any party hereto shall specify for itself by
notice given pursuant to this Section 15.7 from
time to time; provided,
however, that notices of any change in an address or number shall not be
effective until receipt.

       

      15.8           GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF CALIFORNIA.

       

      15.9           Interpretation.  The
representations, warranties, covenants and agreements of the parties made herein
and at the time of the Closing or in writing delivered pursuant to the
provisions of this Agreement shall survive the consummation of the transactions
contemplated hereby until the applicable Expiration
Date.  Consummation of the transactions contemplated herein shall not
be deemed a waiver of a breach of or inaccuracy in any representation, warranty,
covenant or agreement or of any party’s rights and remedies with regard
thereto.  No specific representation, warranty, covenant or agreement
contained herein shall limit the applicability of a more general representation,
warranty, covenant or agreement contained herein.  A breach of or
inaccuracy in any representation, warranty, covenant or agreement shall not be
affected by the fact that any more general or less general representation,
warranty, covenant or agreement was not also breached or
inaccurate.  In any case where the concept of materiality is applied
more than once to qualify any provision of this Agreement (whether by
cross-referencing or incorporation or otherwise), such provision shall be
interpreted as if only one such materiality qualification applied to
it.

       

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

       

      15.11                      Reformation and
Severability.  In case any provision of this Agreement shall be
invalid, illegal or unenforceable, it shall, to the extent possible, be modified
in such manner as to be valid, legal and enforceable but so as to most nearly
retain the intent of the parties, and if such modification is not possible, such
provision shall be severed from this Agreement, and in either case the validity,
legality and enforceability of the remaining provisions of this Agreement shall
not in any way be affected or impaired thereby.

       


      
        
           


        

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

       

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

       

      15.14                      Captions.  The
headings of this Agreement are inserted for convenience only, shall not
constitute a part of this Agreement or be used to construe or interpret any
provision hereof.

       

      15.15                      Amendments and
Waivers.  Except as expressly provided in this Agreement, this
Agreement may be amended, modified or supplemented but only in writing signed by
each of the parties hereto.  Any term of this Agreement may be waived
only with the written consent of the party sought to be bound.

       

      15.16                      No Third Party
Beneficiaries.  Except as provided in Section 15.2, this
Agreement is solely for the benefit of the parties hereto and no provision of
this Agreement shall be deemed to confer upon any third parties any remedy,
claim, liability, reimbursement, cause of action or other right.

       

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

       

      


      
        	
                BUCKEYE
      VENTURES, INC.

                By:  /s/ Alan J.
      Mintz                              
      

                Alan J. Mintz

                President

              	
                GHA
      ACQUISITION CORP.

                By:  /s/ Alan J.
      Mintz

                Alan J. Mintz

                President

              
	 
      
	
                GALLAGHER’S
      HEATING

                &
      AIR CONDITIONING, INC.

                By: 
      /s/ Timothy E.
      Gallagher                 

                Timothy E. Gallagher

                President

              	
                THE
      STOCKHOLDER:

                 

                /s/ Timothy
      E. Gallagher

                Timothy
      E. Gallagher

              


      

      


       

       

       

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