Exhibit
      10.1


    ASSET
      PURCHASE AGREEMENT


    


    among

    


    B.H.I.T.,
      INC.

    as
      Purchaser,


    


    L.A.
      COLO, LLC

    as
      Seller,

    


    and


    


    IRON
      RAIL GROUP, LLC,

    as
      the Sole Member

    


    Dated
      as of July 24, 2008


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
      OF CONTENTS

    


    
      
        	
                ARTICLE
                  I DEFINITIONS

              	
                2

              
	
                1.1

              	
                Definitions

              	
                2

              
	
                1.2

              	
                Interpretation

              	
                10

              
	
                ARTICLE
                  II PURCHASE & SALE OF PURCHASED ASSETS

              	
                11

              
	
                2.1

              	
                Purchased
                  Assets

              	
                11

              
	
                2.2

              	
                Excluded
                  Assets

              	
                12

              
	
                2.3

              	
                Assumed
                  Liabilities

              	
                13

              
	
                2.4

              	
                Retained
                  Liabilities

              	
                13

              
	
                2.5

              	
                Purchase
                  Price; Payment of Purchase Price; Adjustment

              	
                15

              
	
                2.6

              	
                Allocation
                  of Purchase Price

              	
                17

              
	
                2.7

              	
                Closing.

              	
                17

              
	
                2.8

              	
                Transfer
                  Taxes

              	
                17

              
	
                2.9

              	
                Consents

              	
                18

              
	
                ARTICLE
                  III REPRESENTATIONS AND WARRANTIES OF SELLER AND THE
                  MEMBER

              	
                18

              
	
                3.1

              	
                Organization
                  and Qualification

              	
                19

              
	
                3.1.1

              	
                Capitalization

              	
                19

              
	
                3.1.2

              	
                Subsidiaries

              	
                19

              
	
                3.1.3

              	
                Articles
                  of Organization and Operating Agreement

              	
                19

              
	
                3.2

              	
                Authority
                  Relative to this Agreement

              	
                19

              
	
                3.3

              	
                No
                  Conflict

              	
                20

              
	
                3.4

              	
                Required
                  Filings and Consents

              	
                20

              
	
                3.5

              	
                Financial
                  Statements

              	
                20

              
	
                3.6

              	
                Absence
                  of Undisclosed Liabilities

              	
                21

              
	
                3.7

              	
                Accounts
                  Receivable

              	
                21

              
	
                3.8

              	
                Absence
                  of Certain Changes or Events

              	
                21

              
	
                3.9

              	
                Properties;
                  Title.

              	
                22

              
	
                3.10

              	
                Intellectual
                  Property.

              	
                23

              
	
                3.11

              	
                Contracts

              	
                25

              
	
                3.12

              	
                Service
                  Warranties

              	
                27

              
	
                3.13

              	
                Permits

              	
                27

              
	
                3.14

              	
                Compliance
                  with Laws

              	
                27

              
	
                3.15

              	
                Claims
                  and Proceedings

              	
                27

              
	
                3.16

              	
                Books
                  and Records

              	
                28

              
	
                3.17

              	
                Business
                  Activity Restriction

              	
                28

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      


      
        	
                3.18

              	
                Major
                  Customers and Suppliers

              	
                28

              
	
                3.19

              	
                Employees;
                  Labor Disputes.

              	
                29

              
	
                3.20

              	
                Employee
                  Benefits

              	
                30

              
	
                3.21

              	
                No
                  Finder

              	
                30

              
	
                3.22

              	
                Affiliate
                  Transactions

              	
                30

              
	
                3.23

              	
                Certain
                  Business Practices

              	
                31

              
	
                3.24

              	
                Environmental
                  Matters

              	
                31

              
	
                3.25

              	
                Insurance

              	
                32

              
	
                3.26

              	
                No
                  Significant Items Excluded

              	
                33

              
	
                3.27

              	
                Taxes
                  and Tax Returns

              	
                33

              
	
                3.28

              	
                Intentionally
                  Omitted.

              	
                33

              
	
                3.29

              	
                Bank
                  Accounts

              	
                33

              
	
                3.30

              	
                Inventory

              	
                33

              
	
                3.31

              	
                Disclosure

              	
                34

              
	
                ARTICLE
                  IV REPRESENTATIONS AND WARRANTIES OF THE MEMBER

              	
                34

              
	
                4.1

              	
                Title;
                  Agreements

              	
                34

              
	
                4.2

              	
                Authority
                  Relative To This Agreement

              	
                34

              
	
                4.3

              	
                No
                  Conflict

              	
                34

              
	
                4.4

              	
                Consents

              	
                35

              
	
                4.5

              	
                No
                  Finder

              	
                35

              
	
                ARTICLE
                  V REPRESENTATIONS AND WARRANTIES OF PURCHASER

              	
                35

              
	
                5.1

              	
                Organization
                  and Qualification

              	
                35

              
	
                5.2

              	
                Authority
                  Relative to this Agreement

              	
                35

              
	
                5.3

              	
                No
                  Conflict

              	
                36

              
	
                5.4

              	
                Required
                  Filings and Consents

              	
                36

              
	
                5.5

              	
                SEC
                  Reports.

              	
                36

              
	
                5.6

              	
                No
                  Finder.

              	
                36

              
	
                5.7

              	
                Financial
                  Capacity.

              	
                37

              
	
                ARTICLE
                  VI COVENANTS OF SELLER AND THE MEMBER PRIOR TO CLOSING
                  DATE

              	
                37

              
	
                6.1

              	
                Conduct
                  of Business

              	
                37

              
	
                6.2

              	
                Corporate
                  Examinations and Investigations

              	
                38

              
	
                6.3

              	
                Employment
                  Matters

              	
                39

              
	
                6.4

              	
                Consents,
                  Filings and Authorizations; Efforts to Consummate

              	
                40

              
	
                6.5

              	
                No
                  Shop

              	
                40

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      


      
        	
                6.6

              	
                Notices
                  of Certain Events

              	
                40

              
	
                6.7

              	
                Public
                  Announcements

              	
                41

              
	
                6.8

              	
                Confidentiality

              	
                41

              
	
                6.9

              	
                Expenses

              	
                42

              
	
                6.10

              	
                Supplements
                  to Disclosure Schedules

              	
                42

              
	
                6.11

              	
                Additional
                  Information

              	
                42

              
	
                6.12

              	
                Member
                  Approval

              	
                43

              
	
                6.13

              	
                Company
                  Name

              	
                43

              
	
                6.14

              	
                Financial
                  Statements

              	
                43

              
	
                ARTICLE
                  VII CONDITIONS TO CLOSING

              	
                43

              
	
                7.1

              	
                Conditions
                  to the Obligations of Seller and Purchaser

              	
                43

              
	
                7.2

              	
                Conditions
                  to Obligations of Seller and the Member

              	
                44

              
	
                7.3

              	
                Conditions
                  to Obligations of Purchaser

              	
                45

              
	
                ARTICLE
                  VIII TERMINATION; EFFECT OF TERMINATION

              	
                47

              
	
                8.1

              	
                Termination
                  of Agreement

              	
                47

              
	
                8.2

              	
                Effect
                  of Termination; Right to Proceed.

              	
                48

              
	
                ARTICLE
                  IX POST-CLOSING COVENANTS

              	
                48

              
	
                9.1

              	
                Non-Solicitation

              	
                48

              
	
                9.2

              	
                Noncompetition

              	
                49

              
	
                9.3

              	
                Claims
                  Under Insurance Policies; Maintenance of Insurance
                  Policies

              	
                49

              
	
                9.4

              	
                Certain
                  Transitional Matters

              	
                49

              
	
                9.5

              	
                Further
                  Assurances

              	
                50

              
	
                9.6

              	
                Tax
                  Matters

              	
                50

              
	
                9.7

              	
                Accounts.

              	
                50

              
	
                9.8

              	
                Assignment
                  of Note.

              	
                51

              
	
                ARTICLE
                  X SURVIVAL; INDEMNIFICATION

              	
                51

              
	
                10.1

              	
                Survival
                  of Representations and Warranties

              	
                51

              
	
                10.2

              	
                Indemnification
                  by Seller and the Member

              	
                52

              
	
                10.3

              	
                Indemnification
                  by Purchaser

              	
                52

              
	
                10.4

              	
                Limitation
                  of Claims.

              	
                53

              
	
                10.5

              	
                Notice
                  of Claims

              	
                53

              
	
                10.6

              	
                Opportunity
                  to Defend Third Party Claims

              	
                54

              
	
                10.7

              	
                Effect
                  of Investigation

              	
                54

              
	
                
                  ARTICLE
                    XI GENERAL

                

              	
                54

              
	
                11.1

              	
                Notices

              	
                54

              
	
                11.2

              	
                Severability;
                  Parties in Interest

              	
                56

              
	
                11.3

              	
                Assignment;
                  Binding Effect; Benefit

              	
                56

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

      


      
        	
                11.4

              	
                Incorporation
                  of Exhibits

              	
                56

              
	
                11.5

              	
                Governing
                  Law

              	
                57

              
	
                11.6

              	
                Waiver
                  of Jury Trial

              	
                57

              
	
                11.7

              	
                Headings;
                  Interpretation

              	
                57

              
	
                11.8

              	
                Counterparts

              	
                57

              
	
                11.9

              	
                Entire
                  Agreement

              	
                57

              
	
                11.10

              	
                Waivers
                  and Amendments; Non-Contractual Remedies; Preservation of
                  Remedies

              	
                57

              


      

      

        
          
            
            

          

          
            iv

            
              

            

          

          
            
            

          

        

      

    

     

    EXHIBITS

    


    
      	
              Exhibit
                A

            	 	
              Form
                8594

            
	 	 	 
	
              Exhibit
                B

            	 	
              Form
                of Assignment and Assumption Agreement

            
	 	 	 
	
              Exhibit
                C

            	 	
              Form
                of Bill of Sale

            
	 	 	 
	
              Exhibit
                D

            	 	
              Escrow
                Agreement

            
	 	 	 
	
              Exhibit
                E

            	 	
              Form
                of Note

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    


    ASSET
      PURCHASE AGREEMENT

    


    THIS
      ASSET PURCHASE AGREEMENT is
      made
      as of July 24, 2008 by and among B.H.I.T., Inc., a Delaware corporation
      (“Purchaser”),
      L.A.
      Colo, LLC, a Delaware limited liability company (the “Seller”)
      and
      Iron Rail Group, LLC, a Delaware limited liability company (the “Member”).

     

    RECITALS:

    


    A. Seller
      engages in the business of building, repairing, maintaining and rehabilitating
      railroad tracks and related railroad infrastructure (together with all other
      business which is being conducted by Seller as of the date hereof, the
“Business”).
      Subject to the terms and conditions set forth herein, Seller desires to sell,
      convey, transfer, assign and deliver to Purchaser, and Purchaser desires to
      purchase and acquire from Seller, free and clear of all Liens, all of Seller’s
      right, title and interest in and to all of the Purchased Assets (the
“Acquisition”).

     

    B. In
      consideration of the direct and indirect benefits accruing to the Member as
      the
      owner of all of the issued and outstanding membership interests of Seller,
      the
      Member has agreed to be a Party to this Agreement and to make the
      representations and warranties herein along with Seller in order to induce
      Purchaser to enter into this Agreement, without which inducement Purchaser
      would
      not have entered into this Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby expressly
      acknowledged, the Parties, intending to be legally bound, hereby agree as
      follows:

     

    ARTICLE
      I DEFINITIONS

     

    1.1 Definitions

     

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

     

    “Accounts
      Receivable”
means:
      (i) all trade accounts receivable and other rights to payment from customers
      of
      Seller and the full benefit of all security for such accounts or rights to
      payment, including all trade accounts receivable representing amounts receivable
      in respect of services rendered to customers of Seller; (ii) all other accounts
      or notes receivable of Seller and the full benefit of all security for such
      accounts or notes; and (iii) any Claim, remedy or other right related to any
      of
      the foregoing.

     

    “Acquisition”
shall
      have the meaning given to such term in the Recitals.

     

    “Acquisition
      Proposal”
shall
      have the meaning given to such term in Section 6.5. 

     

    “Affiliate”
      with
      respect to any Person, any other Person directly or indirectly controlling,
      controlled by, or under common control with, such Person; provided that, for
      purposes of this definition, “control” (including, with correlative meanings,
      the terms “controlled by” and “under common control with”), as used with respect
      to any Person, shall mean the possession, directly or indirectly, of the power
      to direct or cause the direction of the management and policies of such Person,
      whether through the ownership of voting securities or by contract or otherwise.
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Agreement”
      means
      this Asset Purchase Agreement.

     

    “Asserted
      Liability”
shall
      have the meaning given to such term in Section 10.5.

     

    “Assets”
means
      properties, rights, interests and assets of every kind, real, personal or mixed,
      tangible and intangible, used or usable by Seller in the Business.

     

    “Assigned
      Contracts”
shall
      have the meaning given to such term in Section 2.1(d).

     

    “Assignment
      and Assumption Agreement”
shall
      have the meaning given to such term in Section 7.2(d)(iii).

     

    “Assumed
      Liabilities”
      shall
      have the meaning given to such term in Section 2.3.

     

    “Audited
      Statements”
shall
      have the meaning given to such term in Section 3.5.

     

    “Bankruptcy
      Exception”
shall
      have the meaning given to such term in Section 3.2.

     

    “Benefit
      Plans”
means
      all employee benefit plans as defined in Section 3(3) of ERISA and all other
      employee benefit arrangements, obligations, customs, or practices (including
      but
      not limited to a payroll practice), whether or not legally enforceable, to
      provide benefits, other than salary, as compensation for services rendered,
      to
      current or former directors, officer, employees or agents of Seller or an ERISA
      Affiliate, including, without limitation, employment agreements, severance
      agreements, executive compensation arrangements, incentive programs or
      arrangements, sick leave, vacation pay, severance pay policies, plant closing
      benefits, salary continuation for disability, consulting or other compensation
      arrangements, workers’ compensation, deferred compensation, bonus, membership
      interest option or purchase, hospitalization, medical insurance, life insurance,
      tuition reimbursement or scholarship programs, any plans providing benefits
      or
      payments in the event of a change of control, change in ownership, or sale
      of a
      substantial portion (including all or substantially all) of the assets of any
      business of Seller, other than Multiemployer Plans, maintained by Seller or
      an
      ERISA Affiliate or to which Seller or an ERISA Affiliate has contributed or
      is
      or was obligated to make payments, in each case with respect to any current
      or
      former employees, directors or agents of Seller or an ERISA Affiliate in the
      six-year period before the date of this Agreement.

     

    “Books
      and Records”
      shall
      have the meaning given to such term in Section 3.16.

     

    “Broker”
shall
      have the meaning given to such term in Section 3.21.

     

    “Business”
      shall
      have the meaning given to such term in the Recitals.

     

    “Business
      Day”
means
      any day other than a Saturday, Sunday or a day on which banks in New York City
      are authorized or obligated by applicable Law or executive order to close or
      are
      otherwise generally closed.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    “Capital
      Expenditure”
shall
      mean the purchase of any asset which would be properly classified as a fixed
      asset on Seller’s financial statement in accordance with GAAP.

     

    “CERCLA”
shall
      have the meaning given to such term in Section 3.24.

     

    “Claim”
shall
      have the meaning given to such term in Section 3.15.

     

    “Closing”
      shall
      have the meaning given to such term in Section 2.7.

     

    “Closing
      Balance Sheet”
means
      a
      balance sheet of Seller, dated as of the close of business on the date
      immediately preceding the Closing Date, prepared by Purchaser in accordance
      with
      GAAP.

    


    “Closing
      Date”
      shall
      have the meaning given to such term in Section 2.7.

     

    “Closing
      Working Capital Calculation”
shall
      have the meaning given to such term in Section 2.5(b).

     

    “Code”
      means
      the Internal Revenue Code of 1986, as it may be amended from time to time,
      and
      any successor thereto. Any reference herein to a specific section or sections
      of
      the Code shall be deemed to include a reference to any corresponding provision
      of future law.

     

    “Confidential
      Information”
shall
      have the meaning given to such term in Section 6.8(a).

     

    “Contract”
      means
      all agreements, whether oral or written and whether express or implied (whether
      legally binding or not), including, without limitation, contracts, contract
      rights, promises, commitments, undertakings, customer accounts, orders, leases,
      guarantees, warranties and representations, franchises benefiting or relating
      to
      the Business or the ownership, construction, development, maintenance, repair,
      management, use, occupancy, possession or operation thereof, or the operation
      of
      any of the programs or services in conjunction with the Business and all
      renewals, replacements and substitutions therefor.

     

    “Contract
      Consent”
shall
      have the meaning given to such term in Section 2.10

     

    “Damages”
      shall
      have the meaning given to such term in Section 10.2(a).

     

    “Due
      Diligence Period”
shall
      have the meaning given to such term in Section 6.2.

     

    “Employee”
      means
      any individual employed by Seller in the conduct of the Business as of the
      Closing Date.

     

    “Environmental
      Law”
means
      all foreign, federal, state and local laws, statutes, codes, regulations, rules,
      ordinances, orders, standards, permits, licenses, actions, policies, principles
      of common law (including but not limited to all such principles under which
      claims may be alleged for any type of injury or damage relating to contamination
      related to Hazardous Materials as defined herein), and requirements (including
      consent decrees, judicial decisions, administrative orders and self-implementing
      closure requirements) relating to the protection, preservation or conservation
      of the environment and to public or worker health and safety, all as amended,
      hereafter amended or reauthorized, including, without limitation, the
      Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”),
      42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act (“RCRA”),
      42 U.S.C. § 6901 et seq., the Emergency Planning and Community Right to Know
      Act, 42 U.S.C. § 11001 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the
      Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., the Toxic
      Substances Control Act, 15 U.S.C. § 2601 et seq., the Safe Drinking Water Act,
      42 U.S.C. § 300f et seq., and the Occupational Safety and Health Act, 29 U.S.C.
§ 651 et seq. 


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    “ERISA”
      means
      the Employee Retirement Income Security Act of 1974, as it may be amended from
      time to time, and any successor thereto.

     

    “ERISA
      Affiliate”
means
      any trade or business the employees of which, together with the employees of
      Seller, are treated as employed by a single employer under Section 414(b),
      (c),
      (m) or (o) of the Code.

     

    “Exchange
      Act”
shall
      have the meaning given to such term in Section 5.5.

     

    “Excluded
      Contracts”
shall
      mean the Timberline Software License Agreement.

     

    “GAAP”
means
      generally accepted accounting principles applied on a consistent basis in effect
      on the date hereof as set forth in the opinions and pronouncements of the
      Accounting Principles Board of the American Institute of Certified Public
      Accountants and statements and pronouncements of the Financial Accounting
      Standards Board or in such other statements by such other entity as may be
      approved by a significant segment of the accounting profession of the United
      States.

     

    “Governmental
      Authority” shall
      mean:

     

    (a) any
      international, foreign, provincial, United States, federal, state, county,
      municipal or local government or governmental or quasi-governmental organization
      or any component part (including, but not limited to, any officer, official,
      branch, court, arbitration panel, agency, department, regulatory body,
      authority, tribunal, commission, instrumentality or agency) of any government
      or
      governmental or quasi-governmental organization,

     

    (b) any
      Person with any regulatory power or authority or any governmental or
      quasi-governmental power or authority (including, without limitation, any Person
      with any power or authority to administer, assess, audit, calculate, collect,
      impose, investigate, review or otherwise act with respect to any Tax or any
      Tax-related matter), or

     

    (c) any
      Person acting for or on behalf of any of the foregoing.

     

    “Hazardous
      Materials”
means
      (a) “hazardous substances,” as defined by CERCLA; (b) “hazardous wastes,” as
      defined by RCRA; (c) petroleum or petroleum products, including without
      limitation, crude oil or any fraction thereof which is liquid at standard
      conditions of temperature and pressure; (d) any radioactive material, including,
      without limitation, any source, special nuclear, or by-product material, as
      defined in 42 U.S.C. §2011 et seq.; (e) asbestos or mold in any form or
      condition; (f) polychlorinated biphenyls; (g) biomedical wastes; and (h) any
      other material, substance or waste regarding which liabilities or standards
      of
      conduct may be imposed under any Environmental and Safety
      Requirement.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    “Indemnified
      Party”
      shall
      have the meaning given to such term in Section 10.5.

     

    “Indemnifying
      Party”
      shall
      have the meaning given to such term in Section 10.5.

     

    “Independent
      Accounting Firm”
means
      an independent accounting firm of national reputation (other than an accounting
      firm regularly used by Purchaser unless otherwise agreed to by Seller) selected
      by Purchaser and reasonably acceptable to Seller.

     

    “Insurance
      Policies”
shall
      have the meaning given to such term in Section 3.25.

     

    “Intellectual
      Property”
shall
      have the meaning given to such term in Section 3.10(a).

     

    “Intellectual
      Property Rights”
      means
      collectively, rights under patent, trademark, copyright, and trade secret laws,
      and any other intellectual property, industrial, or proprietary rights
      worldwide, however designated, including Moral Rights and similar
      rights.

     

    “Inventory”
      means
      the
      consumable inventory of Seller, wherever located, including, without limitation,
      all finished goods, works in progress, raw materials, spare parts and all other
      materials and supplies to be used in or consumed by Seller in the ordinary
      course of business.

     

    “IRS”
means
      the United States Internal Revenue Service, or any successor agency
      thereto.

     

    “Key
      Managers”
means
      Terry Benton and Matt Crone, who are members of Seller’s management
      team.

     

    “Knowledge”
means
      the actual knowledge of a particular fact or other matter being possessed as
      of
      the pertinent date by Roy Dano and Frank W. Condurelis, after due inquiry and
      reasonable investigation.

     

    “Latest
      Balance Sheet”
shall
      have the meaning given to such term in Section 3.6.

     

    “Latest
      Balance Sheet Date”
shall
      have the meaning given to such term in Section 3.6.

     

    “Laws”
      means
      any Federal, state, foreign or local statute, law, ordinance, regulation, rule,
      code, Order, other requirement or rule of law.

     

    “Liability”
means
      any direct or indirect indebtedness, liability, assessment, expense, claim,
      loss, damage, deficiency, obligation or responsibility, known or unknown,
      disputed or undisputed, joint or several, vested or unvested, executory or
      not,
      fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or
      unsecured, determinable or undeterminable, accrued or unaccrued, absolute or
      not, actual or potential, contingent or otherwise (including any liability
      under
      any guarantees, letters of credit, performance credits or with respect to
      insurance loss accruals).


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    “Licensed
      Intellectual Property”
shall
      have the meaning given to such term in Section 3.10(c).

     

    “Lien” means
      any
      mortgage, lien (including mechanics, warehousemen, laborers and landlords
      liens), claim, pledge, hypothecation, charge, community property interest,
      condition, equitable interest, right-of-way, easement, encroachment, security
      interest, preemptive right, right of first refusal or similar restriction or
      right, option, judgment, title defect or encumbrance of any kind.

     

    “Listed
      Contracts”
shall
      have the meaning given to such term in Section 3.11(a).

     

    “Major
      Customer”
shall
      have the meaning given to such term in Section 3.18(a).

     

    “Major
      Supplier”
shall
      have the meaning given to such term in Section 3.18(b).

     

    “Material
      Adverse Effect”
means,
      with respect to Seller, any change in or effect on the Business or the Assets
      that, individually or in the aggregate, is, or is reasonably likely to be,
      materially adverse to the Business, Assets, Liabilities, financial condition,
      or
      results of operations of the Seller, taken as a whole.

     

    “Member”
shall
      have the meaning given to such term in the preamble of this
      Agreement.

     

    “Membership
      Interest”
shall
      have the meaning given to such term in Section 2.5.

     

    “Multiemployer
      Plan”
means
      any multiemployer plan as defined in Section 3(37) of ERISA or a plan subject
      to
      Section 413(b) and (c) of the Code, to which neither Seller nor any ERISA
      Affiliate has contributed or is or was obligated to make payments, in each
      case
      with respect to any current or former employees of Seller or an ERISA Affiliate
      before the Closing Date.

     

    “Multiple
      Employer Plan”
means
      a
      Benefit Plan that is a multiple employer plan subject to Sections 4063 and
      4064
      of ERISA or Section 413(c) of the Code.

     

    “Orders”
shall
      have the meaning given to such term in Section 3.14.

     

    “Party”
means
      the Seller, Purchaser or Member, individually, as the context so requires,
      and
      the term “Parties” means collectively, Seller, Purchaser and the
      Member.

     

    “PCB’s”
shall
      have the meaning given to such term in Section 3.24.

     

    “Pension
      Plan”
means
      a
      Benefit Plan that is an employee pension benefit plan as defined in Section
      3(2)
      of ERISA.

     

    “Permits”
      means
      all Governmental Authorizations, permits, licenses, variances, permissive uses,
      certificates, certificates of occupancy, certifications, interim licenses,
      establishment registrations, easements, identification and registration numbers,
      permits and other governmental authorizations of every nature
      whatsoever.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    “Permitted
      Encumbrances”
shall
      have the meaning given to such term in Section 3.9(a).

     

    “Person”
      means an
      individual, corporation, partnership, limited partnership, limited liability
      company, limited liability partnership, syndicate, person (including a “person”
as defined in Section 13(d)(3) of the Exchange Act, together with the rules
      and
      regulations promulgated thereunder), trust, association, entity or Governmental
      Authority.

     

    “Prepaid
      Expenses”
      as of
      any date shall mean payments made by Seller with respect to the Purchased Assets
      or the Business, which constitute prepaid expenses in accordance with
      GAAP.

     

    “Purchased
      Assets”
      shall
      have the meaning given to such term in Section 2.1.

     

    “Purchase
      Price”
      shall
      have the meaning given to such term in Section 2.5.

     

    “Purchase
      Price Objection Notice”
shall
      have the meaning given to such term in Section 2.5(b).

     

    “Purchase
      Price Resolution”
shall
      have the meaning given to such term in Section 2.5(b).

     

    “Purchaser”
      shall
      have the meaning given to such term in the preamble of this
      Agreement.

     

    “Purchaser
      Indemnitees”
      shall
      have the meaning given to such term in Section 10.2(a).

     

    “Real
      Property Leases”
shall
      have the meaning given to such term in Section 3.9(a).

     

    “Representatives”
means,
      with respect to any Party to this Agreement, such Party’s directors, officers,
      Affiliates, employees, attorneys, accountants, representatives, lenders,
      consultants, independent contractors and other agents.

     

    “Retained
      Liabilities”
      shall
      have the meaning given to such term in Section 2.4.

     

    “Reviewing
      Parties”
shall
      have the meaning given to such term in Section 6.7.

     

    “SEC”
shall
      have the meaning given to such term in Section 5.5.

     

    “SEC
      Reports”
shall
      have the meaning given to such term in Section 5.5.

     

    “Securities
      Act”
shall
      have the meaning given to such term in Section 3.30.

     

    “Security
      Right”
      means,
      with respect to any security, Membership Interest, any option, warrant,
      subscription right, preemptive right, other right, proxy, put, call, demand,
      plan, commitment, agreement, understanding or arrangement of any kind relating
      to such security or Membership Interest, whether issued or unissued, or any
      other security convertible into or exchangeable for any such security or
      Membership Interest. “Security Right” includes any right relating to issuance,
      sale, assignment, transfer, purchase, redemption, conversion, exchange,
      registration or voting and includes rights conferred by statute, by the issuer’s
      governing documents or by agreement.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    “Seller”
      shall
      have the meaning given to such term in the preamble of this
      Agreement.

     

    “Seller
      Debts”
means:
      (i) money borrowed by Seller from any Person; (ii) any indebtedness of Seller
      arising under leases required to be capitalized under GAAP or evidenced by
      a
      note, bond, debenture or similar instrument; (iii) any indebtedness of Seller
      arising under purchase money obligations or representing the deferred purchase
      price of property and services (other than accounts payable and current trade
      payables incurred in the ordinary course of the Business); and (iv) any
      Liability of Seller under any guaranty, letter of credit, performance credit
      or
      other agreement having the effect of insuring a creditor against
      loss.

     

    “Seller
      Financial Statements”
shall
      have the meaning given to such term in 3.5.

     

    “Seller
      Indemnitees”
      shall
      have the meaning given to such term in Section 10.3.

     

    “Seller’s
      Properties”
means
      any real property or facility currently leased or operated by the Seller or
      previously owned, leased or operated by Seller.

     

    “Seller’s
      Working Capital”
means
      the excess of (i) Seller’s (a) Accounts Receivable (but not Excluded Accounts
      Receivable), net of allowance for doubtful accounts, plus (b) Inventory, net
      of
      a reserve for obsolescent, damaged, slow moving or unmarketable inventory plus
      (c) Prepaid Expenses (other than Prepaid Expenses included in the Excluded
      Assets) plus (d) cash and cash equivalents plus (e) any other assets which
      would
      be classified as current assets in accordance with GAAP over
      (ii)
      Seller’s (a) accounts payable plus (b) accrued expenses plus (c) all other
      liabilities which would be classified as current liabilities in accordance
      with
      GAAP, all as set forth on the Closing Balance Sheet, but excluding from the
      calculation thereof any asset which is not being assigned to Purchaser and
      any
      such liability which is not being assumed by Purchaser. 

     

    “Software
      Programs”
shall
      have the meaning given to such term in Section 3.10(e).

     

    “Subsidiary”
means,
      with respect to Seller, any corporation, partnership, limited partnership,
      limited liability company, limited liability partnership, joint venture or
      other
      legal entity of which Seller (either alone or through or together with any
      other
      subsidiary) owns, directly or indirectly, a majority of the stock or other
      equity interests.

     

    “Tangible
      Personal Property”
means
      all machinery, equipment, tools, furniture, fixtures and equipment, computer
      hardware, supplies, materials, leasehold improvements, automobiles, computing
      and telecommunications equipment and other items of tangible personal property,
      of every kind owned or leased by Seller and used in the Business (wherever
      located and whether or not carried on Seller’s books), together with any express
      or implied warranty by the manufacturers or sellers or lessors of any item
      or
      component part thereof, and all maintenance records and other documents relating
      thereto.

     

    “Taxes”
      means:
      (i) any and all taxes, fees, levies, duties, tariffs, imposts and other charges
      of any kind, imposed by any Governmental Authority or taxing authority,
      including taxes or other charges on, measured by, or with respect to income,
      franchise, windfall or other profits, gross receipts, property, sales, use,
      membership interest, payroll, employment, social security, workers’
compensation, unemployment compensation or net worth; taxes or other charges
      in
      the nature of excise, withholding, ad valorem, stamp, transfer, value-added
      or
      gains taxes; license, registration and documentation fees; and customers’
duties, tariffs and similar charges; (ii)  any Liability for the payment of
      any amounts of the type described in clause (i) above as a result of being
      a member of an affiliated, combined, consolidated or unitary group for any
      Taxable period; (iii) any Liability for the payment of amounts of the type
      described in clauses (i) or (ii) above as a result of being a
      transferee of, or a successor in interest to, any Person or as a result of
      an
      express or implied obligation to indemnify any Person; and (iv) any and all
      interest, penalties, additions to tax and additional amounts imposed in
      connection with or with respect to any amounts described in clauses (i), (ii)
      or
      (iii) above.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    “Tax
      Return”
      means
      any return, report, statement, form or other documentation (including any
      additional or supporting material and any amendments or supplements) filed
      or
      maintained, or required to be filed or maintained, with respect to or in
      connection with the calculation, determination, assessment or collection of
      any
      Taxes.

     

    “Transaction
      Documents”
means,
      collectively, this Agreement and each of the other agreements and instruments
      to
      be executed and delivered by all or some of the Parties in connection with
      the
      consummation of the Acquisition.

     

    “Unaudited
      Statements”
shall
      have the meaning given to such term in Section 7.3(e)(xi).

     

    “VEBA”
means
      an association that is or is intended to be a voluntary employees’ beneficiary
      association under Section 501(c)(9), whose members include current or former
      employees of Seller or an ERISA Affiliate in the six-year period before the
      date
      of this Agreement.

     

    “Welfare
      Plan”
means
      a
      Benefit Plan that is an employee welfare benefit plan as defined in Section
      3(1)
      of ERISA.

     

    “Working
      Capital Adjustment Amount”
shall
      have the meaning given to that term in Section 2.5(b).

     

    “Working
      Capital Target”
shall
      have the meaning given to that term in Section 2.5(b).

     

    1.2 Interpretation

     

    Unless
      the context otherwise requires, the terms defined in Section
      1.1
      shall
      have the meanings herein specified for all purposes of this Agreement,
      applicable to both the singular and plural forms of any of the terms defined
      herein. All accounting terms defined in Section
      1.1,
      and
      those accounting terms used in this Agreement not defined in Section
      1.1,
      except
      as otherwise expressly provided herein, shall have the meanings customarily
      given thereto in accordance with GAAP. When a reference is made in this
      Agreement to Sections, such reference shall be to a Section of this Agreement
      unless otherwise indicated. Whenever the words “include,” “includes” or
“including” are used in this Agreement, they shall be deemed to be followed by
      the words “without limitation.”


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    ARTICLE
      II PURCHASE & SALE OF PURCHASED ASSETS

     

    2.1 Purchased
      Assets

     

    Upon
      the
      terms and subject to the conditions of this Agreement and in reliance upon
      the
      representations, warranties, covenants and agreements of Seller and the Member
      contained herein, at the Closing, Seller shall sell, convey, transfer, assign
      and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller,
      free and clear of all Liens other than the Permitted Encumbrances, all of
      Seller’s right, title and interest in and to all of the Assets which Seller owns
      or in which Seller has any right, title or interest, other than the Excluded
      Assets (collectively, the “Purchased
      Assets”),
      including, without limitation:

     

    (a) All
      Tangible Personal Property;

     

    (b) All
      Accounts Receivable that are not Excluded Accounts Receivable; 

     

    (c) Cash
      or
      cash equivalents;

     

    (d) All
      Contracts that are not Excluded Contracts (the “Assigned
      Contracts”);
      

     

    (e) All
      Permits relating to the acquisition or ownership of the Purchased Assets or
      the
      operation of the Business;

     

    (f) All
      data,
      records, files, manuals, blueprints and other documentation related to Seller,
      the Purchased Assets and the operation of the Business including without
      limitation: (i) client files and records; (ii) sales promotion materials,
      creative materials, art work, photographs, public relations and advertising
      material, studies, reports, correspondence and other similar documents and
      records used in the Business, whether in electronic form or otherwise; (iii)
      all
      client, customer and supplier lists, telephone numbers and electronic mail
      addresses with respect to past, present or prospective clients, customers and
      suppliers; (iv) all accounting and tax books, ledgers and records and other
      financial records relating to the Business and the Purchased Assets; (v) all
      sales and credit records, catalogs and brochures relating to the Business,
      and
      purchasing records and records relating to suppliers; and (vi) subject to
      applicable Law, copies of all personnel records of all Persons who immediately
      prior to the Closing Date were Employees (whether part or full time); provided,
      that, Seller shall be entitled to keep a copy of all such materials set forth
      in
      (i) through (vi) above solely, to the extent necessary, for use by its legal
      and
      tax advisors;

     

    (g) All
      Intellectual Property owned or used in connection with the Purchased Assets
      or
      the Business;

     

    (h) All
      policies and procedures, methods of delivery of services, trade secrets, disks,
      drawings and specifications, market studies, consultants’ reports, prototypes,
      and all similar property of any nature, tangible or intangible, used in
      connection with the Business;

     

    (i) All
      goodwill incident to the Business, including the value of the name(s) associated
      with the Business which are transferred to Purchaser hereunder and the value
      of
      good customer relations;


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (j) All
      computers, Software Programs, automation systems, accounting systems, master
      disks of source codes, and other proprietary information owned or licensed,
      whether for general business usage (e.g., accounting, word processing, graphics,
      spreadsheet analysis, etc.), or specific, unique-to-the-business usage, and
      all
      computer operating, security or programming software, owned or licensed and
      used
      in the operation of the Business;

     

    (k) All
      Prepaid Expenses and security deposits;

     

    (l) All
      amounts reserved on Seller’s books and records in connection with any Assumed
      Liabilities;

     

    (m) All
      Insurance Policies and insurance benefits relating to the Purchased Assets
      or
      the Business; and

     

    (n) All
      other
      intangible assets (including all Claims, contract rights and warranty and
      product liability claims against third parties) relating to the Purchased Assets
      or the Business.

     

    2.2 Excluded
      Assets

     

    Notwithstanding
      anything to the contrary contained in Section 2.1 or elsewhere in this
      Agreement, the following Assets (collectively, the “Excluded
      Assets”)
      shall
      not be part of the sale and purchase contemplated hereunder, are excluded from
      the Purchased Assets, and shall remain the property of Seller after the
      Closing:

     

    (a) All
      minute books, membership interest records and limited liability company seals
      of
      Seller provided, however, that Purchaser shall have access to such books and
      records as is reasonably necessary after Closing during regular business hours
      and upon reasonable notice;

     

    (b) All
      Accounts Receivable for completed projects or the pro rata portion of projects
      that have been completed as of the Closing Date as set forth on Schedule 2.2(b)
      hereto (the “Excluded
      Accounts Receivable”);

     

    (c) The
      membership interests of Seller held in treasury;

     

    (d) The
      consideration paid to Seller pursuant to this Agreement; 

     

    (e) Originals
      of all personnel records and other records that Seller is required by Law to
      retain in its possession and copies of all such documents set forth in Section
      2.1(f)(i)-(vi);

     

    (e) All
      railroad and other tax credits due Seller or accruing to its benefit, if any,
      for matters occurring on or prior to the Closing Date; 

     

    (f) The
      Excluded Contracts; 


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    (g) All
      claims, causes of action, choses in action, rights of recovery and rights of
      recoupment or set-off of any kind in favor of Seller or pertaining to, or
      arising out of, the Purchased Assets or relating to the Assumed Liabilities
      prior to the Closing Date;

     

    (h) All
      insurance benefits under insurance policies of or for the benefit of Seller,
      including rights and proceeds, arising from or relating to the Purchased Assets
      or the Assumed Liabilities prior to the Closing Date; and

     

    (i) All
      retainers set forth on Schedule
      2.2(i).
      


     

    2.3 Assumed
      Liabilities

     

    Except
      for the Assumed Liabilities, (i) Seller shall transfer the Purchased Assets
      to
      Purchaser on the Closing Date free and clear of all Liabilities and all Liens,
      other than Permitted Encumbrances, and (ii) Purchaser shall not, by virtue
      of
      its purchase of the Purchased Assets, assume or become responsible for any
      Liabilities of Seller or any other Person. Upon and subject to the terms,
      conditions, representations and warranties of Seller and the Member contained
      herein, and subject to Section 2.4, Purchaser hereby assumes and agrees to
      pay,
      perform, and discharge when due only the following (collectively referred to
      hereinafter as the “Assumed
      Liabilities”):

     

    (a) the
      Liabilities of Seller under the Assigned Contracts that, by the terms of such
      Contracts, arise after the Closing, relate to periods following the Closing
      and
      are to be observed, paid, performed or discharged, as the case may be, in each
      case at any time after the Closing Date; and

     

    (b) the
      Liabilities accrued on the Books and Records on the Closing Date as set forth
      on
      Schedule 2.3, to the extent such liabilities arose in the ordinary course of
      business, including accrued payroll liabilities of Seller (the “Accrued
      Liabilities”). 

     

    2.4 Retained
      Liabilities

     

    Except
      for the Assumed Liabilities, Purchaser shall not assume, and shall have no
      Liability for, any Liabilities, Taxes or Contracts of Seller or the Member
      of
      any kind, character or description, whether known or unknown, accrued, absolute,
      contingent or otherwise, it being understood that Purchaser is expressly
      disclaiming any express or implied assumption of any Liabilities other than
      the
      Assumed Liabilities. Notwithstanding Section 2.3 or any other provision
      contained herein, and regardless of whether any of the following may be
      disclosed to Purchaser or any of its Representatives or otherwise or whether
      Purchaser or any of its Representatives may have actual knowledge of the same,
      Purchaser shall not assume, and Seller shall pay, perform, and discharge when
      due and remain exclusively liable for the following (collectively, the
“Retained
      Liabilities”):

     

    (a) any
      Liability that is not an Assumed Liability;

     

    (b) any
      Liability of Seller with respect to the Excluded Assets;


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    (c) any
      Liability for or with respect to (i) any Taxes arising from or attributable
      to
      the operation of the Business or the ownership of any of the Assets prior to
      the
      Closing; (ii) any Taxes imposed on Seller or any Member as a result of the
      consummation of the Acquisition and the other transactions contemplated hereby;
      and (iii) any Taxes required to have been withheld;

     

    (d) any
      Liability of Seller, its Affiliates or ERISA Affiliates under the Benefit Plans,
      other than accrued liabilities arising in the ordinary course of
      business;

     

    (e) any
      Liability of Seller for Claims covered by Seller’s Insurance Policies arising
      out of any act or omission occurring or state of facts existing prior to the
      Closing, including without limitation, warranty claims, workers’ compensation
      (including Claims made in respect of any period during which Seller was a
      self-insurer), general liability, fire and property insurance policies, and
      any
      Liability of Seller for premiums which may be due or are payable under any
      such
      insurance policy;

     

    (f) any
      Liability under any Assigned Contract which arises after the Closing Date but
      which arises out of or relates to any actual or alleged breach of such Contract
      occurring prior to the Closing Date;

     

    (g) any
      Liability relating to dividends, distributions, redemptions, or Security Rights
      with respect to any security or Membership Interest of Seller;

     

    (h) any
      Liability arising out of any transaction affecting Seller or Member, or
      obligations incurred by Seller or Member, after Closing;

     

    (i) any
      Liability against which Seller is otherwise indemnified;

     

    (j) any
      Liability of Seller to the Member or any Affiliate of Seller or the Member,
      including family members;

     

    (k) any
      Liability to employees of Seller, including Liabilities under any employment,
      severance, retention or termination agreement with any Member or any other
      employee of Seller or any of its Affiliates, other than liabilities for
      compensation and benefits incurred in the ordinary course of the
      Business;

     

    (l) any
      Liability arising out of or relating to any employee grievance with Seller
      whether or not the affected employees are hired by Purchaser;

     

    (m) any
      Liability to distribute to the Member or otherwise apply all or any part of
      the
      Purchase Price;

     

    (n) any
      Liability arising out of any Claims pending as of the Closing;

     

    (o) any
      Liability arising out of any Claims commenced after the Closing and arising
      out
      of, or relating to, any occurrence or event which happened prior to the
      Closing;


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    (p) any
      Liability arising out of or resulting from Seller’s non-compliance with any Law;
      or

     

    (q) any
      Liability of Seller or the Member under this Agreement or any other document
      executed in connection with the Acquisition, including expenses or fees incident
      to or arising out of the negotiation, preparation, approval or authorization
      of
      this Agreement and the consummation of the Acquisition.

     

    2.5 Purchase
      Price; Payment of Purchase Price; Adjustment

     

    (a) The
      aggregate consideration for the Purchased Assets shall be as follows
      (collectively, the “Purchase
      Price”):

     

    (i) Thirteen
      Million Nine-Hundred Forty Thousand Dollars ($13,940,000) in cash; 

     

    (ii) Sixty
      Thousand Dollars ($60,000) in cash, which has been deposited into escrow (the
      “Escrowed Amount”) in accordance with the terms of that certain escrow agreement
      dated April 18, 2008 by and among Purchaser, Seller and Kohrman Jackson &
Krantz, P.L.L., a copy of which is attached hereto as Exhibit
      D
      (the
“Escrow Agreement”); 

    


    (iii) a
      subordinated promissory note in substantially the form attached hereto as
Exhibit E,
      having
      a principal amount of One Million Dollars ($1,000,000), bearing an interest
      rate
      of eight percent (8%) per annum (the “Note”);
      and

    


    (iv) the
      assumption of the Assumed Liabilities; provided, however;

     

    (v) Purchaser
      may elect to decrease the cash payment required by Section 2.5(a)(i) to Thirteen
      Million Four-Hundred Forty Thousand Dollars ($13,440,000) and increase the
      amount of the Note to One Million Five-Hundred Thousand Dollars ($1,500,000)
      if,
      and only if, the Closing does not occur before September 30, 2008.

     

    (b) The
      Purchase Price shall be (i) decreased on a dollar-for-dollar basis by the
      Accrued Liabilities (excluding any Accrued Liabilities included in the
      definition of Seller’s Working Capital), (ii) increased on a dollar-for-dollar
      basis up to $200,000 for one half of Capital Expenditures made by Seller from
      October 4, 2007 through the Closing Date and set forth on attached Schedule
      2.5(b),
      (iii) increased by any remaining amounts of holdbacks, deposits, or bonds
      currently benefiting the Seller for jobs not completed by the Closing Date
      which
      are assigned to Purchaser and set forth on attached Schedule
      2.5(b),
      (iv)  increased by $25,900 for the amount previously paid by Seller to
      perform an audit of Seller as of September 30, 2007, and (v) increased or
      decreased, as the case may be, on a dollar-for-dollar basis, to the extent
      that
      Seller’s Working Capital on the Closing Date exceeds or is less than $500,000
      (such amount being hereinafter referred to as the “Working
      Capital Target”
and
      the
      increase or decrease in the Purchase Price being hereinafter referred to as
      the
“Working
      Capital Adjustment Amount”).
      The
      Working Capital Adjustment Amount shall be determined and paid as
      follows:

     

    (i) Seller
      shall provide to Purchaser a preliminary closing date balance sheet as of a
      date
      not earlier than three business days prior to the Closing Date and, at the
      Closing, the Purchase Price will be increased or decreased, as the case may
      be,
      by the Working Capital Adjustment Amount calculated on the basis of such
      preliminary closing date balance sheet (the “Preliminary
      Working Capital Adjustment Amount”).


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    (ii) As
      soon
      as practicable, and in any event within one hundred and twenty (120) days
      following the Closing, Purchaser shall prepare and deliver to Seller the Closing
      Balance Sheet, a calculation of Seller’s Working Capital on the Closing Date
      based on such Closing Balance Sheet (the “Closing
      Working Capital Calculation”)
      and
      all work
      papers and back-up materials relating thereto.
      The
      Closing Balance Sheet and the Closing Working Capital Calculation
      shall be
      conclusive and binding on the parties hereto unless Seller gives written notice
      of any objections thereto setting forth in reasonable detail the amounts in
      dispute and the basis for such dispute (a “Purchase
      Price Objection Notice”)
      to
      Purchaser within thirty (30) days after its receipt of the Closing Balance
      Sheet
      and the Closing
      Working Capital Calculation. If
      Seller
      delivers a Purchase Price Objection Notice as provided above, the Parties shall
      attempt in good faith to resolve such dispute, and any resolution by them as
      to
      any disputed amounts shall be final, binding and conclusive on the Parties.
      If
      the Parties are unable to resolve, despite good faith negotiations, all disputes
      reflected in the Purchase Price Objection Notice within thirty (30) days
      thereafter (the “Purchase
      Price Resolution Period”),
      then
      the Parties will, within ten (10) days after the expiration of the Purchase
      Price Resolution Period, submit any such unresolved dispute to the Independent
      Accounting Firm. Purchaser and Seller shall provide to the Independent
      Accounting Firm all
      work
      papers and back-up materials relating to the unresolved disputes requested
      by
      the Independent Accounting Firm to the extent available to Purchaser or its
      Representatives or Seller or its Representatives.
      Purchaser and Seller shall be afforded the opportunity to present to the
      Independent Accounting Firm any material related to the unresolved disputes
      and
      to discuss the issues with the Independent Accounting Firm. The determination
      by
      the Independent Accounting Firm, as set forth in a notice to be delivered to
      Purchaser and Seller within thirty (30) days after the submission of the
      unresolved disputes to the Independent Accounting Firm, shall be final, binding
      and conclusive on the Parties. The
      fees
      and expenses of the Independent Accounting Firm shall be split equally between
      Seller and Purchaser. Seller’s Working Capital reflected in the Closing Working
      Capital Calculation, as revised to reflect the resolution of any and all
      disputes by the Parties and/or the Independent Accounting Firm, shall be deemed
      to be Seller’s Working Capital and the difference between Seller’s Working
      Capital and the Working Capital Target shall be the final Working Capital
      Adjustment Amount. 

     

    (iii) If
      the
      final Working Capital Adjustment Amount is greater than the Preliminary Working
      Capital Adjustment Amount, Purchaser shall pay to Seller the difference between
      the final Working Capital Adjustment Amount and the Preliminary Working Capital
      Adjustment Amount (such difference being the “Final
      Adjustment Amount”)
      by
      wire transfer of immediately available funds to a bank account designated by
      Seller. If the final Working Capital Adjustment Amount is less than the
      Preliminary Working Capital Adjustment Amount, Seller and/or the Member shall
      pay to Purchaser the Final Adjustment Amount by wire transfer of immediately
      available funds to a bank account designated by Purchaser. Any Final Adjustment
      Amount shall be paid within five Business Days after the calculation of the
      Closing Working Capital becomes binding and conclusive on the Parties.


     

    (c) The
      cash
      portion of the Purchase Price (excluding the Escrowed Amount), as adjusted
      in
      accordance with Section 2.5(b)(i), shall be paid by Purchaser at the Closing
      via
      wire transfer of immediately available funds to an account specified by
      Seller.


    
      
        
        

      

      
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    (d) The
      Escrowed Amount shall be paid at Closing in accordance with the terms of the
      Escrow Agreement.

     

    (e) The
      Note
      shall be executed and delivered to Seller at Closing.

     

    (f) The
      Final
      Adjustment Amount shall be paid in accordance with Section
      2.5(b)(iii).

     

    2.6 Allocation
      of Purchase Price

     

    The
      Purchase Price shall be allocated as set forth on Schedule 2.6. Purchaser and
      Seller agree to reflect such allocation on IRS Form 8594: Asset Acquisition
      Statement under Section 1060, including any required amendments or supplements
      thereto (“Form
      8594”),
      in
      the form attached hereto as Exhibit
      A.
      Form
      8594 shall be prepared jointly by Purchaser and Seller and shall be signed
      by
      the Parties on the Closing Date and timely filed by them. The Parties hereto
      further agree that: (i) the agreed upon allocation of Purchase Price shall
      be used in filing all required forms under Section 1060 of the Code and all
      Tax
      Returns; and (ii) they will report the transactions contemplated by this
      Agreement for Tax purposes in a manner consistent with such
      allocation.

     

    2.7 Closing. 

     

    (a) The
      consummation of the purchase and sale of the Purchased Assets in accordance
      with
      this Agreement (the “Closing”)
      shall
      take place at 10:00 a.m., local time, at the offices of Kohrman Jackson &
Krantz PLL, 1375 East Ninth Street, One Cleveland Center, 20th Floor, Cleveland,
      Ohio 44114-1793, on the later to occur of: (i) August 30, 2008 (or September
      30,
      2008 if extended pursuant to Section 8.1(a) below); or (ii) the third Business
      Day after all of the conditions precedent to Closing hereunder shall have been
      satisfied or waived, or at such other time and place as the Parties shall agree
      in writing. The date of the Closing shall be referred to as the “Closing
      Date.”
The
      Parties hereby agree to deliver at the Closing such documents, certificates
      of
      officers and other instruments as are set forth in Article VII hereof and as
      may
      reasonably be required to effect the transfer by Seller of the Purchased Assets
      pursuant to and as contemplated by this Agreement and to consummate the
      Acquisition. All events which shall occur at the Closing shall be deemed to
      occur simultaneously.

     

    (b) Subject
      to satisfaction or waiver by the relevant party of the relevant conditions
      to
      Closing, at the Closing, (i) the cash portion of the Purchase Price (as adjusted
      pursuant to Section 2.5(b)) shall be paid by Purchaser in accordance with
      Section 2.5(c); and (ii) the Purchased Assets and Assumed Liabilities shall
      be
      transferred by Seller to Purchaser.

     

    2.8 Transfer
      Taxes

     

    All
      sales
      and use taxes, documentary, state, county and local transfer taxes and recording
      taxes arising as a result of the Acquisition shall be paid by the
      Purchaser.


    
      
        
        

      

      
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    2.9 Consents

     

    Seller
      shall promptly request and use its commercially reasonable efforts to obtain
      consent to the assignment to Purchaser of all Assumed Contracts requiring
      consent (collectively, the “Contract Consents”). If any Contract Consent is not
      obtained, such Assumed Contract shall not be assigned to Purchaser. Seller
      shall, to the extent practicable, keep the relevant Assumed Contract in effect
      through its remaining term (with no obligation to renew) and give Purchaser
      the
      full and exclusive rights and benefits of such Assumed Contract to the same
      extent as if it had not been excluded from the Assets and as if Purchaser was
      directly a party thereto (including, without limitation, promptly remitting
      or
      causing to be remitted to Purchaser all payments, and forwarding or causing
      to
      be forwarded to Purchaser all deliverables, correspondence, goods, invoices,
      claims, information, requests or any other materials received by Seller from
      any
      other parties to each such Assumed Contract), and Purchaser shall perform the
      obligations under such Assumed Contract on behalf of Seller to the extent set
      forth in such Assumed Contract as if such Assumed Contract had been assigned
      to
      Purchaser. In addition, Seller shall not enter into, or negotiate to enter
      into,
      any amendment, extension, termination, modification, cancellation, assignment,
      transfer or renewal of any such Assumed Contract, or grant any waiver
      thereunder, or compromise or settle any amount receivable or payable arising
      thereunder, without the prior written consent (not to be unreasonably withheld)
      or at the written instruction of Purchaser; provided, that, in no event shall
      Seller be obligated to extend or renew any such Assumed Contract. In addition,
      Seller shall cooperate with Purchaser to take such actions as may be reasonably
      requested by Purchaser to enforce each such Assumed Contract for the benefit
      of
      Purchaser, including, without limitation, enforcement of rights arising out
      of
      breach or cancellation of any such Assumed Contract and shall take such other
      actions in respect of any such Assumed Contract as Purchaser may reasonably
      request, in any such case at Purchaser’s expense. If after the Closing Date such
      Contract Consent is obtained, Purchaser shall assume such Assumed Contract
      as of
      the date of such Contract Consent. Nothing in this Agreement shall be construed
      as an attempt to assign any agreement or other instrument that is by its terms
      nonassignable without the consent of the other party thereto. In
      the
      event that a party to any Contract deems the performance by the Purchaser,
      but
      not the assignment to Purchaser, to be a default under such Contract, this
      alleged breach shall not be deemed a breach of any representation, warranty,
      covenant, or other term or provision of this Agreement by the Seller. In
      addition, with respect to the performance and surety bonds of Seller with
      respect to certain Assigned Contracts, it has advised Purchaser that Purchaser
      can not take over such performance or surety bonds of Seller and, to the extent
      Purchaser wishes to maintain such Assigned Contracts, it has been advised that
      it needs to obtain new bonds. Seller shall terminate its existing surety and
      performance bonds and Purchaser shall obtain appropriate replacement bonds
      at
      Closing. The parties agree to cooperate with one another in good faith to ensure
      a smooth transition relating to the surety and performance bonds.

     

    ARTICLE
      III REPRESENTATIONS AND WARRANTIES
      OF SELLER
      AND THE MEMBER

     

    As
      an
      inducement to Purchaser to enter into this Agreement and to consummate the
      Acquisition, Seller and the Member, jointly and severally, represent and warrant
      to Purchaser that each of the following representations and warranties is true
      and correct as of the date hereof
      and will
      be true as of the Closing Date (as if each such representation and warranty
      was
      remade on the Closing Date).


    
      
        
        

      

      
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    3.1 Organization
      and Qualification

     

    Seller
      is
      a limited liability company duly organized, validly existing and in good
      standing under the laws of the State of Delaware and has all requisite power
      and
      authority, limited liability company or otherwise, to own, lease and operate
      its
      properties and to carry on the Business
      as it is now being conducted. Seller is duly qualified or licensed to do
      business, and is in good standing, in each jurisdiction where the character
      of
      the properties owned, leased or operated by it or the nature of the Business
      makes such qualification or licensing necessary.

     

    3.1.1 Capitalization

     

    As
      of the
      date hereof, all of the membership interests of the Seller (the “Seller
      Membership Interests”)
      issued
      and outstanding are validly issued, fully paid and nonassessable and are owned
      beneficially and of record by the Member. There are no other equity securities
      of Seller issued or outstanding. There are no preemptive rights, options,
      warrants, membership interest appreciation rights (or other securities that
      have
      their value tied to any other securities of Seller), or other Security Rights,
      agreements, arrangements or commitments of any character to which Seller is
      a
      party or by which Seller is bound relating to the issued or unissued equity
      interests of Seller or obligating Seller to issue or sell any membership
      interests, or other equity interests in, Seller. There are no outstanding
      contractual obligations of Seller to repurchase, redeem or otherwise acquire
      any
      Seller Membership Interests. There are no outstanding contractual obligations
      of
      Seller to provide funds to, or make any investment (in the form of a loan,
      capital contribution or otherwise) in, any entity or Person.

     

    3.1.2 Subsidiaries

     

    Seller
      does not own or have an interest in any Subsidiaries.

     

    3.1.3 Articles
      of Organization and Operating Agreement

     

    The
      copies of Seller’s Articles of Organization and operating agreement previously
      provided to Purchaser by Seller are true, complete and correct copies thereof.
      Such Articles of Organization and operating agreement are in full force and
      effect. Seller is not in violation of any of the provisions of its Articles
      of
      Organization or operating agreement.

     

    3.2 Authority
      Relative to this Agreement

     

    Seller
      has all necessary power and authority to execute and deliver this Agreement
      and
      the other Transaction Documents to which it is a party, to perform its
      obligations hereunder and to consummate the Acquisition. The execution and
      delivery of this Agreement and the other Transaction Documents by Seller and
      the
      consummation by Seller of the Acquisition have been duly and validly authorized
      by all necessary limited litability company action, and no other proceedings
      on the part of Seller are necessary to authorize this Agreement or to consummate
      the Acquisition. This Agreement and the other Transaction Documents have been
      or
      will be duly executed and delivered by Seller and each constitutes a legal,
      valid and
      binding obligation of Seller, enforceable against Seller in accordance with
      its
      terms, subject to the effect of any applicable bankruptcy, moratorium,
      insolvency, reorganization or other similar law affecting the enforceability
      of
      creditors’ rights generally and to the effect of general principles of equity
      which may limit the availability of remedies (whether in a proceeding at Law
      or
      in equity) (the “Bankruptcy
      Exception”).


    
      
        
        

      

      
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    3.3 No
      Conflict

     

    Except
      as
      set forth on Schedule
      3.3,
      the
      execution and delivery of this Agreement by Seller does not, and the performance
      by Seller of its obligations hereunder and the consummation of the Acquisition
      will not: (i) violate any provision of the Articles of Organization or operating
      agreement of Seller or any resolutions adopted by the managers or members of
      Seller; (ii) assuming that all filings and notifications described in Section
      3.4 have been made, conflict with or violate any Law or Order applicable to
      Seller or by which any of the Purchased Assets or Seller is bound or affected,
      except where such conflict or violation would not have a Material Adverse
      Effect; or (iii) result in any breach of or constitute a default (or an event
      which with the giving of notice or lapse of time or both could reasonably be
      expected to become a default) under, or give to others any right of termination,
      amendment, acceleration or cancellation of, or result in the creation of a
      Lien
      on any of the Purchased Assets or Seller pursuant to, any note, bond, mortgage,
      indenture, Contract, agreement, lease, license, permit, franchise or other
      instrument or obligation.

     

    3.4 Required
      Filings and Consents

     

    To
      the
      Knowledge of Seller, the execution and delivery of this Agreement by Seller
      does
      not, and the performance by Seller of its obligations hereunder and the
      consummation of the Acquisition will not, require any consent, approval,
      authorization or permit of, or filing by Seller with or notification by Seller
      to, any Governmental Authority or any other Person, except for the consents,
      approvals, authorizations, declarations or rulings set forth on Schedule
      3.4.

     

    3.5 Financial
      Statements

     

    Seller
      has previously furnished to Purchaser true and complete copies of:
      (i) audited consolidated financial statements of Member (“Parent”),
      Seller’s direct parent, and Seller at and for the fiscal years ended December
      31, 2006 and December 31, 2007 prepared by Horne LLP (the “Audited
      Statements”);
      (ii)
      Seller’s unaudited financial statements at and for the six month period ended
      June 30, 2008 (the “Unaudited
      Statements”
and,
      together with the Audited Statements, the “Seller
      Financial Statements”);
      and
      (iii) all management letters and attorney response letters issued in connection
      with the Seller Financial Statements. The Seller Financial Statements have
      been
      prepared in accordance with GAAP, consistently applied. Each of the Seller
      Financial Statements presents fairly the financial position of Seller as of
      the
      applicable date and the results of operations for the period then ended. Each
      balance sheet contained in the Seller Financial Statements fully sets forth
      all
      Assets and Liabilities of Seller existing as of the applicable date which,
      under
      GAAP, should be set forth therein, and each statement of profit and loss
      contained therein sets forth the items of income and expense of Seller which
      should appear therein under GAAP. The
      Seller Financial Statements have been prepared in a manner consistent with
      Seller’s and Parent’s past practices and present fairly the financial position
      of Seller as of the applicable date and results of operations for the
period
      then ended, all in accordance with GAAP, subject to the absence of statements
      of
      retained earnings and cash flows, the absence of footnote disclosures and
      subject to normal year end adjustments for interim financial
      statements.


    
      
        
        

      

      
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    3.6 Absence
      of Undisclosed Liabilities

     

    Except
      as
      and to the extent reflected in the balance sheets included in the Seller
      Financial Statements (the “Latest
      Balance Sheet”)
      and as
      otherwise set forth in this Agreement, Seller did not have, as of June 30,
      2008
      (the “Latest
      Balance Sheet Date”),
      any
      Liabilities (other than obligations of continued performance under Contracts
      and
      other commitments and arrangements entered into in the ordinary course of the
      Business), and except as described on Schedule
      3.6,
      Seller
      has not incurred any Liabilities since the Latest Balance Sheet Date, except:
      (i) current Liabilities for trade or business obligations incurred in the
      ordinary course of the Business and consistent with past practice; and (ii)
      obligations of continued performance under Contracts and other commitments
      and
      arrangements entered into in the ordinary course of the Business. All
      Seller Debts are listed on the Latest Balance Sheet.

     

    3.7 Accounts
      Receivable

     

    Except
      to
      the extent of the amount of the reserve for doubtful accounts reflected in
      the
      Latest Balance Sheet or as set forth on Schedule
      3.7,
      all
      Accounts Receivable of Seller reflected therein and all Accounts Receivable
      that
      have arisen since the Latest Balance Sheet Date (except Accounts Receivable
      that
      have been collected since such date) are valid and enforceable claims, and
      constitute bona fide Accounts Receivable resulting from the sale of goods and
      services in the ordinary course of the Business. To the Knowledge of Seller,
      the
      Accounts Receivable are not subject to any valid defense, offsets, returns,
      allowances or credits of any kind, and neither Seller nor Member has any reason
      to believe the Accounts Receivable are not fully collectible within sixty (60)
      days of the due date. Except for the Accounts Receivable, Seller has not made
      any loan or advance to any Person.

     

    3.8 Absence
      of Certain Changes or Events

     

    Since
      the
      Latest Balance Sheet Date, except as contemplated by this Agreement or disclosed
      on Schedule
      3.8,
      Seller
      has conducted the Business in the ordinary course consistent with past practice
      and there has not been:

     

    (a) Any
      materially adverse change in the Business, or any event, occurrence or
      circumstance that could reasonably be expected to cause a Material Adverse
      Effect;

     

    (b) Any
      event
      that could reasonably be expected to prevent or delay the performance of
      Seller’s obligations pursuant to this Agreement and the consummation of the
      Acquisition;

     

    (c) Any
      change by Seller in its accounting methods, principles or
      practices;

     

    (d) Any
      redemption, purchase or other acquisition of any of Seller’s
      securities;


    
      
        
        

      

      
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    (e) Except
      for changes in the ordinary course of the Business consistent with past
      practice, any increase or material modification in the compensation or benefits
      or establishment of any bonus, insurance, severance, deferred compensation,
      pension, retirement, profit sharing, option (including the granting of
      membership interest options, membership interest appreciation rights,
      performance awards or restricted membership interest awards), membership
      interest purchase or other employee benefit plan, or any other increase in
      the
      compensation payable or to become payable to any employees, officers, managers
      consultants or directors of Seller;

     

    (f) Any
      issuance or sale of any membership interests, notes, bonds or other securities
      or any option, warrant or other right to acquire the same;

     

    (g) Any
      amendment to Seller’s Articles of Organization or operating
      agreement;

     

    (h) Any
      damage, destruction or other casualty loss (whether or not covered by
      insurance), condemnation or other taking affecting the Purchased
      Assets;

     

    (i) Any
      incurrence of any Liability (absolute or contingent), except for current
      Liabilities incurred in the ordinary course of the Business in accordance with
      past practice;

     

    (j) Any
      transaction with respect to the purchase, acquisition, lease, sale, disposition
      or transfer of any Purchased Assets or to any Capital Expenditure (in each
      case,
      other than in the ordinary course of the Business in accordance with past
      practice) or creation of any Lien on any of the Purchased Assets;

     

    (k) Any
      failure to maintain the Purchased Assets consistent with past practices in
      a
      manner consistent with other companies in the Business;

     

    (l) Any
      material modification,
      termination, waiver, amendment or other alteration or change in the terms or
      provisions of any Permit that may reasonably be expected to have a Material
      Adverse Effect on the Business or any Material Contract;

     

    (m) Any
      discharge or satisfaction of any Lien, or payment of any material Liabilities,
      other than in the ordinary course of the Business consistent with past practice,
      or failure to pay or discharge when due any Liabilities, the failure to pay
      or
      discharge of which has caused or will cause any actual damage or risk of loss
      to
      Seller; or

     

    (n) Any
      Contract by Seller to do any of the foregoing.

     

    3.9 Properties;
      Title.

     

    (a) Seller
      does not own any real property. The leasehold estates described on Schedule
      3.9(a)
      are all
      of the leasehold estates under which Seller is a lessee (or sublessee) of any
      real property or interest therein (collectively, the “Real
      Property Leases”).
      No
      proceeding is pending or, to Seller’s Knowledge, threatened for the taking or
      condemnation of all or any portion of the property demised under the Real
      Property Leases. Seller owns good and marketable title to the leasehold estates
      and to the Real Property Leases, free and clear of any Liens, except for real
      property Taxes, if any affecting properties of which the premises demised under
      the Real Property Leases form a part, not yet due and payable (“Permitted
      Encumbrances”).
      There
      is no brokerage commission or finder’s fee due from Seller and unpaid with
      regard to any of the Real Property Leases, or which will become due at any
      time
      in the future with regard to any Real Property Lease. 


    
      
        
        

      

      
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    (b) To
      the
      Knowledge of Seller, Seller is not in violation of any easements, rights of
      way
      or licenses and has not received notice of any such violation.

     

    (c) To
      the
      Knowledge of Seller, (i) the premises demised under the Real Property Leases
      and
      any other properties and assets owned, leased or used by Seller in the operation
      of the Business, including the walls, ceilings and other structural elements
      of
      any improvements erected on any part of the properties demised under the Real
      Property Leases thereon and the building systems such as heating, plumbing,
      ventilation, air conditioning and electric, are adequate and sufficient for
      the
      current operations of the Business, and (ii) such properties now being used
      by
      Seller in the Business are in good working order, repair and operating
      condition, are without any structural defects other than minimal structural
      defects which do not materially impair the use of such properties, and have
      been
      maintained in accordance with generally accepted industry practices.
      Notwithstanding the foregoing, the all of the underlying property being assigned
      to Purchaser pursuant to the Real Property Leases is being assigned on an
“AS
      IS”
and
      “WHERE
      IS”
without
      any representation or warranty either expressed, implied or imposed by
      law.

     

    (d) Seller
      has good and marketable title to all Tangible Personal Property, a true, correct
      and complete description of which is set forth on Schedule
      3.9(d).
      All
      Tangible Personal Property is free and clear of all Liens including any claim
      that the acquisition of such property by Seller constituted a fraudulent
      conveyance. The Tangible Personal Property is adequate and sufficient for the
      current operations of the Business, and such properties now being used by Seller
      in the Business, whether leased or owned, are in good working order, usual
      wear
      and tear excepted, and have been maintained in accordance with generally
      accepted industry practices. The Tangible Personal Property is all of the
      tangible personal property owned or leased by Seller and used in the
      Business.

     

    (e) Seller
      has the right of ingress and egress, through a public road or street, to and
      from each of the parcels comprising each of the premises demised under the
      Real
      Property Leases. To the Knowledge of Seller, no utility easement or right of
      way
      which services any portion of the premises demised under the Real Property
      Leases may be terminated by the owner or mortgagee of any property through
      which
      any such easement or right of way runs.

     

    3.10 Intellectual
      Property.

     

    (a) The
      term
“Intellectual
      Property”
means,
      collectively, all worldwide:

     

    (i) inventions,
      designs, algorithms and other industrial property, and all enhancements and
      improvements thereto, whether patentable or unpatentable and whether or not
      reduced to practice, and all patent rights in connection therewith (including
      all U.S. and foreign patents, patent applications, patent disclosures, mask
      works, and all divisions, continuations, continuations-in-part, reissues,
      re-examinations and extensions thereof), whether or not any of the foregoing
      are
      registered, filed or issued;


    
      
        
        

      

      
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    (ii) trademarks,
      trade names and service marks, trade dress, logos, Internet domain names, and
      other commercial product or service designations, together with all
      translations, adaptations, derivations and combinations thereof, and all
      goodwill and similar value associated with any of the foregoing, and all
      applications, registrations, and renewals in connection therewith; 

     

    (iii) copyrights
      (whether or not registered) and all registrations and applications for
      registration thereof, as well as rights to renew such copyrights;

     

    (iv) trade
      secrets (as such are determined under applicable law), know-how and other
      confidential business information, including technical information, marketing
      plans, research, designs, plans, methods, techniques, and processes, any and
      all
      technology, supplier lists, computer software programs or applications, in
      both
      source and object code form, technical documentation of such software programs,
      statistical models, customer lists, e-mail lists, inventions, sui generis
      database rights, databases, and data, whether in tangible or intangible form
      and
      whether or not stored, compiled or memorialized physically, electronically,
      graphically, photographically or in writing;

     

    (v) any
      and
      all other rights to existing and future registrations and applications for
      any
      of the foregoing and all other proprietary rights in, or relating to, any of
      the
      foregoing, including remedies against and rights to sue for past infringements,
      and rights to damages and profits due or accrued in or relating to any of the
      foregoing; and

     

    (vi) any
      and
      all other tangible or intangible proprietary property, information and materials
      that are or have been used (including in the development of) the Business and/or
      in any product, technology or process (i) currently being or formerly
      manufactured, published, marketed or used by Seller, or (ii) previously or
      currently under development for possible future manufacturing, publication,
      marketing or other use by Seller.

     

    (b) Schedule
      3.10(b)
      contains
      a true and complete list of all the Intellectual Property used, useful or
      related to the Business. The Intellectual Property does not include any issued
      patents, registrations and applications. Seller has not made any registrations
      and filings relating to the Business.

     

    (c) To
      the
      Knowledge of Seller, the Intellectual Property consists solely of items and
      rights which are: (i) owned by Seller; (ii) in the public domain; or (iii)
      rightfully used by Seller pursuant to a valid license, sublicense, consent
      or
      other similar written agreement (the “Licensed
      Intellectual Property”).
      The
      Seller is not a party to any agreement relating to the Licensed Intellectual
      Property other than shrink-wrap or click-wrap agreements for mass market
      off-the-shelf software programs. To the Knowledge of Seller, Seller has all
      rights in the Intellectual Property necessary and sufficient to carry out
      Seller’s current and proposed activities. Seller does not have any material
      license agreements.


    
      
        
        

      

      
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    (d) To
      the
      Knowledge of Seller, Seller has not infringed upon or misappropriated any
      Intellectual Property Rights or personal right of any Person anywhere in the
      world. No Claims or written notice (i) challenging the validity, enforceability,
      effectiveness or ownership by Seller of any of the Intellectual Property, or
      (ii) to the effect that the use, distribution, licensing, sublicensing, sale
      or
      any other exercise of rights in any product, service, work, technology or
      process as now used or offered or proposed for use, licensing, sublicensing,
      sale or other manner of commercial exploitation by Seller infringes or will
      infringe on any Intellectual Property Rights or personal right of any Person
      have been asserted or, to Seller’s Knowledge, are threatened by any Person, nor
      are there, to Seller’s Knowledge, any valid grounds for any bona fide Claim of
      any such kind. To Seller’s Knowledge, there is and has been no unauthorized use,
      disclosure, infringement or misappropriation of any Intellectual Property by
      any
      third party, employee or former employee.

     

    (e) Other
      than the Timberline software, Seller does not use in the Business computer
      software programs, products and services other than mass market off the shelf
      software. Seller represents that, to Seller’s knowledge, Purchaser will be able
      to obtain a license to use the Timberline software directly from the software
      provider for approximately $12,000. Seller agrees on the Closing Date to provide
      Purchaser with all historical data necessary to populate the Timberline software
      and following the Closing Date to assist Purchaser in configuring the Timberline
      software and to use its best efforts to duplicate the functionality of the
      Timberline software utilized by Seller. If Purchaser is unable to obtain the
      Timberline software immediately following the Closing Date, Seller agrees to
      allow Purchaser to utilize their Timberline system for a reasonable period
      of
      time until Purchaser is able to obtain its own fully functioning
      system.

     

    (f) Seller
      does not owe any royalties or other payments to third parties in respect of
      the
      Intellectual Property. Seller will not owe any such payments or any additional
      payments as a result of the consummation of the Acquisition.

     

    (g) To
      Seller’s Knowledge, the Software Programs contain no “viruses.” For the purposes
      of this Agreement, “virus” means any computer code intentionally designed to
      disrupt, disable or harm in any manner the operation of any software or
      hardware. To Seller’s Knowledge, none of the foregoing contains any worm, bomb,
      trojan horse, backdoor, clock, timer, or other disabling device code, or any
      other design or routine which causes any system, software, data or information
      to be erased or become inoperable or otherwise incapable of being used, either
      automatically or upon command by any party.

     

    (h) Seller
      has implemented reasonable steps in the physical and electronic protection
      of
      its information and electronically stored assets from unauthorized disclosure,
      use or modification and, to the Knowledge of Seller, there have been no breaches
      of security within the last twelve months. 

     

    3.11 Contracts

     

    (a) Schedule
      3.11(a)
      sets
      forth the following list of all Contracts to which Seller is a party or by
      which
      Seller, the Business or any of the Purchased Assets is bound as of the date
      hereof (collectively, the “Listed
      Contracts”):


    
      
        
        

      

      
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    (i) any
      continuing contract for management or consulting services, services of
      independent contractors, the purchase of materials, supplies, equipment or
      services involving in the case of any such contract more than $25,000 over
      the
      life of the Contract;

     

    (ii) any
      Contract in excess of $25,000 that expires more than one year after the date
      of
      this Agreement and any Contract that may be renewed at the option of any Person
      other than Seller so as to expire more than one year after the date of this
      Agreement;

     

    (iii) any
      trust
      indenture, mortgage, promissory note, loan agreement or other Contract for
      the
      borrowing of money, any currency exchange, commodities or other hedging
      arrangement or any leasing transaction of the type required to be capitalized
      in
      accordance with GAAP in excess of $25,000;

     

    (iv) any
      Contract for Capital Expenditures in excess of $25,000 in the
      aggregate;

     

    (v) any
      confidentiality, secrecy or non-disclosure Contract or any Contract that may
      be
      terminable as a result of Seller’s status as a competitor of any party to such
      Contract;

     

    (vi) any
      Contract pursuant to which Seller is a lessor of any Tangible Personal Property,
      pursuant to which payments in excess of $25,000 remain outstanding;

     

    (vii) any
      Contract with an Affiliate, any Member or an Affiliate of any
      Member;

     

    (viii) any
      Contract of guarantee, support, indemnification, assumption or endorsement
      of,
      or any similar commitment with respect to, the Liabilities of any other Person
      other than customary customer Contracts made in the ordinary course of the
      Business;

     

    (ix) any
      employment Contract, arrangement or policy which may not be immediately
      terminated without financial notifications or penalty (or any augmentation
      or
      acceleration of benefits);

     

    (x) any
      Contract providing for a joint venture or partnership with any other
      Person;

     

    (xi) any
      oral
      Contract or Contract that is not in writing in excess of $10,000, true and
      correct summaries of which have been provided to Purchaser; or

     

    (xii) any
      Contract which is otherwise material and is not described in any of the
      categories specified in this Section 3.11(a).

     

    (b) To
      the
      Knowledge of Seller, Seller has performed all of the obligations required to
      be
      performed by Seller and is entitled to all benefits under, and is not alleged
      to
      be in default in respect of any Listed Contract. Each of the Listed Contracts
      is
      valid and binding and in full force and effect, and except as disclosed on
      Schedule
      3.11(b),
      there
      exists no default or event of default or event, occurrence, condition or act,
      with respect to Seller, or to Seller’s Knowledge, with respect to the other
      contracting party, which, with the giving of notice, the lapse of the time
      or
      the occurrence of any other event or conditions, would become a default or
      event
      of default under any Listed Contract. To Seller’s Knowledge, Seller has not
      received written or oral notice of cancellation or termination or material
      modification of any Listed Contract other than in the ordinary course of
      business. To Seller’s Knowledge, none of the parties to any Listed Contract
      intends to terminate or alter the provisions thereof by reason of the
      Acquisition or otherwise. Since the Latest Balance Sheet Date, except as set
      forth on Schedule
      3.11(b),
      Seller
      has not waived any right under any Listed Contract, amended or extended any
      Listed Contract or failed to renew (or received notice of termination or failure
      to renew with respect to) any Listed Contract. True, correct and complete copies
      of all Listed Contracts have been delivered to Purchaser.


    
      
        
        

      

      
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    3.12 Service
      Warranties

     

    Except
      in
      the ordinary course of business or pursuant to applicable Laws, Seller has
      not
      furnished any warranty, guaranty and or other similar undertaking with respect
      to contractual performance. Seller has not been notified of any material claims
      for, and to the Knowledge of the Seller, there are no threatened material claims
      for, any warranty obligations relating to any of its services. 

     

    3.13 Permits

     

    Seller
      has obtained all Permits of, and has made all required registrations and filings
      with, any Governmental Authorities that, to Seller’s Knowledge, are required for
      the conduct of the Business as it is now being conducted. All such Permits
      are
      listed on Schedule
      3.13
      and are
      in full force and effect. None of the Permits has been suspended or cancelled
      nor is any such suspension or cancellation pending or, to Seller’s Knowledge,
      threatened. None of the Permits will terminate by reason of the Acquisition.
      Seller is not in conflict in any respect with or in default or violation of,
      any
      Permits. Schedule
      3.13
      sets
      forth all actions, proceedings, investigations or surveys pending or, to
      Seller’s Knowledge, threatened against Seller that could reasonably be expected
      to result in the suspension or cancellation of any Permit.

     

    3.14 Compliance
      with Laws

     

    Except
      as
      set forth on Schedule
      3.14,
      to
      Seller’s Knowledge, Seller is not in conflict in any respect with or in default
      or violation of any: (a) order, judgment, preliminary or permanent injunction,
      temporary restraining order, award, citation, decree, consent decree or writ
      (collectively, “Orders”)
      of any
      Governmental Authority; or (b) Laws of any Governmental Authority, affecting
      or
      relating to the Purchased Assets or the Business. Except as set forth on
Schedule
      3.14,
      Seller
      has not received from any Governmental Authority any notification with respect
      to possible conflicts, defaults or violations of Laws.

     

    3.15 Claims
      and Proceedings

     

    To
      Seller’s Knowledge, there is no outstanding Order of any Governmental Authority
      against or involving Seller, the Purchased Assets or the Business. Except as
      set
      forth on Schedule
      3.15,
      there
      is no action, suit, claim or counterclaim or legal, administrative or arbitral
      proceeding or investigation (collectively, “Claim”)
      (whether or not the defense thereof or Liabilities in respect thereof are
      covered by insurance), pending or, to Seller’s Knowledge, threatened against or
      involving Seller, the Purchased Assets or the Business. Schedule
      3.15
      also
      indicates those Claims the defense thereof or Liabilities in respect thereof
      are
      covered by insurance subject to deductibles. There exists on the date hereof,
      and there will exist as of the Closing, no fact, event or circumstance that
      to
      Seller’s Knowledge could give rise to any Claim that, if pending or threatened
      on the date hereof or on the Closing Date, could reasonably be expected to
      have
      a Material Adverse Effect. All notices required to have been given to any
      insurance company listed as insuring against any Claim set forth on Schedule
      3.15
      have
      been timely and duly given and, except as set forth on Schedule
      3.15,
      no
      insurance company has asserted that such Claim is not covered by the applicable
      policy relating to such Claim. There are no Claims pending or, to Seller’s
      Knowledge, threatened that would give rise to any right of indemnification
      on
      the part of any director, officer or member of Seller or the heirs, executors
      or
      administrators of such director, officer or member, against
      Seller.


    
      
        
        

      

      
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    3.16 Books
      and Records

     

    All
      books
      of account and other financial books and records of Seller relating to the
      Business (the “Books
      and Records”)
      are
      true, correct and complete in all material respects and have been made available
      to Purchaser. All of the Books and Records have been prepared and maintained
      in
      accordance with the Seller’s general business practices and, where applicable,
      in conformity with GAAP and in compliance with all Laws. Except as set forth
      on
Schedule
      3.16,
      there
      are no material inaccuracies or discrepancies contained or reflected in the
      Books and Records.  

     

    3.17 Business
      Activity Restriction

     

    Except
      as
      set forth on Schedule
      3.17:
      (i)
      there is no non-competition or other similar Contract, commitment or Order
      to
      which Seller or any of its Affiliates is a party or subject to that has or
      could
      reasonably be expected to have the effect of prohibiting or impairing the
      conduct of the Business by Seller; (ii) Seller has not entered into any Contract
      under which Seller is restricted from offering, marketing or rendering its
      services to customers or potential customers or any class of customers, in
      any
      geographic area, during any period of time or in any segment of the market
      or
      line of business; and (iii) no Affiliate of Seller is a party to any Contract,
      which, by virtue of such Person’s relationship with Seller, restricts Seller
      from, directly or indirectly, engaging in the Business in any respect
      whatsoever.

     

    3.18 Major
      Customers and Suppliers

     

    (a) Schedule
      3.18(a)
      lists,
      by dollar volume paid for the twelve (12) months ended December 31, 2007, all
      customers of Seller who purchased at least $250,000 in services (collectively,
      the “Major
      Customers”).
      The
      relationships of Seller with the Major Customers are reasonable commercial
      working relationships and: (i) all amounts owing from the Major Customers,
      if
      not in dispute, have been paid in accordance with their respective terms; (ii)
      none of the Major Customers within the last twelve months has, to Seller’s
      Knowledge, threatened to cancel, or otherwise terminate, the relationship of
      such Major Customer with Seller; and (iii) none of the Major Customers during
      the last twelve months has decreased materially, or, to Seller’s Knowledge,
      threatened to decrease or limit materially, its relationship with Seller or,
      to
      the Knowledge of Seller, intends to decrease or limit materially its
      relationship with Seller. No Major Customer is (or to the Knowledge of Seller
      is
      expected to become) insolvent or has claimed (or to the Knowledge of Seller
      is
      expected to claim) protection under applicable bankruptcy laws. Seller has
      not
      given (or agreed to give) any discount, free services, rebate or other incentive
      to any customer of Seller in order to induce any such customer to accelerate
      the
      timing of orders to Seller.


    
      
        
        

      

      
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    (b) Schedule
      3.18(b)
      lists by
      dollar volume paid for the twelve (12) months ended December 31, 2007, all
      suppliers from whom Seller purchased at least $250,000 in raw materials
      (collectively the “Major
      Suppliers”).
      The
      relationships of Seller with the Major Suppliers are reasonable commercial
      working relationships and no Major Supplier has (i) to Seller’s Knowledge,
      within the last twelve months threatened to cancel, or otherwise terminate,
      the
      relationship of such Major Supplier with Seller; or (ii) during the last
      twelve months decreased materially, or, to Seller’s Knowledge, threatened to
      decrease or limit materially, its relationship with Seller or, to the Knowledge
      of Seller, intends to decrease or limit materially its relationship with Seller.
      No Major Supplier is (or to the Knowledge of Seller is expected to become)
      insolvent or has claimed (or to the Knowledge of Seller is expected to claim)
      protection under applicable bankruptcy laws. 

     

    3.19 Employees;
      Labor Disputes.

     

    (a) Schedule
      3.19(a)
      contains
      a true and correct list of all directors, managers, full-time employees (listed
      by job classification), and consultants of Seller and a description of the
      rate
      and nature of all compensation payable by Seller to each such Person.
Schedule
      3.19(a)
      also
      contains a description of all existing severance, accrued vacation obligations
      or retiree benefits of any current or former director, officer, employee or
      consultant (to the extent not included on Schedule
      3.19(a))
      of
      Seller. Except as set forth on Schedule
      3.19(a),
      the
      employment or consulting arrangement of all such Persons is terminable at
      will.

     

    (b) Except
      as
      set forth on Schedule
      3.19(b):
      (i)
      Seller is not a party to any collective bargaining or other Contract with any
      labor organization or other representative of its employees and none of Seller’s
      employees is represented by a labor union or organization; (ii) there is no
      unfair labor practice charge or complaint pending or, to Seller’s Knowledge,
      threatened against Seller; (iii) Seller has not experienced, nor been threatened
      with, any labor strike, slowdown, work stoppage or similar labor controversy
      within the past two (2) years; (iv) no representation question has been
      raised or to Seller’s Knowledge, threatened, respecting Seller’s employees
      working within the past two (2) years, nor are there any campaigns being
      conducted or to Seller’s Knowledge, threatened, to solicit authorization from
      Seller’s employees to be represented by any labor organization; (v) no Claim
      before any Governmental Authority brought by or on behalf of any employee,
      prospective employee, former employee, retiree, labor organization or other
      representative of Seller’s employees, is pending or, to Seller’s Knowledge,
      threatened against Seller; (vi) Seller is not party to, or otherwise bound
      by,
      any Order relating to its employees or employment practices; and (vii) Seller
      has timely paid in full to all of its employees all wages, salaries,
      commissions, bonuses, benefits and other compensation due and payable to such
      employees.


    
      
        
        

      

      
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    (c) Except
      as
      set forth on Schedule
      3.19(c),
      Seller
      has not made any written or oral Contract with or promise to any employee,
      officer or consultant regarding continued employment by Purchaser after the
      Closing Date.

     

    (d) Seller
      has at all times complied in all material respects with all applicable Laws
      respecting employment, wages, hours, compensation, occupational health and
      safety. There are no Claims, complaints or legal or administrative proceedings
      pending or, to the Knowledge of Seller, threatened against Seller before any
      Governmental Authority involving or relating to any past or present employee(s)
      or applicant(s) for employment of Seller, or relating to any acts, omissions
      or
      practices of Seller relating to discrimination, harassment, wage payment,
      overtime and hours of work, workplace safety or any other employment-related
      issues. There are no pending investigations or abatement orders and no citations
      issued within the past two (2) years by the Occupational Safety and Health
      Administration or any state or local health and safety agency relating to
      Seller.

     

    3.20 Employee
      Benefits

     

    Except
      as
      disclosed on Schedule
      3.20
      Seller
      has no Pension Plans that are intended to qualify under Section 401(a) of the
      Code and individual account plans as defined in Section 3(34) of ERISA; (ii)
      Welfare Plans that provide benefits after a participant’s retirement or other
      termination of employment other than benefits in the form of continuation
      coverage under a group health plan as required by Section 4980B of the Code
      or
      Sections 601 through 608 of ERISA; or (iii) Benefit Plans not listed pursuant
      to
      (i) through (iii) above. Seller has not maintained or participated in any
      Benefit Plans subject to Title IV of ERISA, Multiple Employer Plans,
      Multiemployer Plans or VEBAs.

     

    3.21 No
      Finder

     

    Neither
      Seller nor any Person acting on behalf of Seller has agreed to pay to any
      broker, finder, investment banker or any other Person other than VR Business
      Brokers, Mergers & Acquisitions (the “Broker”),
      a
      brokerage, finder’s or other fee or commission in connection with this Agreement
      or any matter related hereto, nor has any broker, finder, investment banker
      or
      any other Person taken any action on which a Claim for any such payment could
      be
      based. Broker has a valid listing to sell the Business and Seller shall be
      solely responsible for paying any and all fees, commissions or other
      compensation to which the Broker is entitled or claims on account of the
      Acquisition. 

     

    3.22 Affiliate
      Transactions

     

    Except
      as
      disclosed on Schedule
      3.22,
      no
      Affiliate of Seller nor any Member, officer, manager, director, partner,
      consultant or employee of Seller, is at the date hereof a party to any
      transaction with Seller, including any Contract or arrangement providing for
      the
      furnishing of services to or by, providing for rental of real
      property, Tangible Personal Property or Intellectual Property to or from, or
      otherwise requiring payments to or from Seller, or any Affiliate
      thereof. 


    
      
        
        

      

      
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    3.23 Certain
      Business Practices

     

    To
      Seller’s Knowledge, no director, officer, manager, member, agent, representative
      or employee of Seller (in their capacities as such) has: (i) used any funds
      for
      unlawful contributions, gifts, entertainment or other unlawful expenses relating
      to political activity; or (ii) made any other unlawful payment.

     

    3.24 Environmental
      Matters

     

    (a) Except
      as
      set forth in
      Schedule 3.24(a),
      to
      Seller’s Knowledge (i) Seller is, and has been, in compliance with all
      applicable Environmental Laws, (ii) Seller possesses and has possessed all
      required permits, licenses, certifications and approvals relating to each of
      the
      Seller’s Properties and (iii) Seller and the Business have maintained continued
      compliance with all requirements or conditions imposed under their permits,
      licenses, certifications and approvals, and have filed all related notices
      or
      applications.

     

    (b) Except
      as
      set forth in Schedule
      3.24(b),
      to
      Seller’s Knowledge: (i) no Hazardous Materials are present on, in or under any
      of Seller’s Properties; (ii) no Hazardous Materials are or have been generated,
      transported, treated, stored, disposed of or otherwise handled by Seller (or
      Seller’s predecessors) or the Business or third parties arranged by Seller (or
      Seller’s predecessors) or the Business, in connection with the operations of the
      Business, at any of Seller’s Properties, or any other site, location or facility
      or at any geologically or hydrologically adjoining property, including any
      Hazardous Materials contained in barrels, aboveground storage tanks or
      underground storage tanks (“USTs”),
      landfills, land deposits, dumps, equipment (whether moveable or fixed) or other
      containers, either temporary or permanent, and deposited or located in land,
      water, sumps, or any other part of the Seller’s Properties or such adjoining
      property, or incorporated into any structure therein or thereon; (iii) no USTs
      are or have been located at the Seller’s Properties, and any USTs identified in
      Schedule 3.24(b) are and have been maintained, monitored and upgraded in
      compliance with all applicable Environmental Laws; and (iv) no release, spill
      or
      discharge of any Hazardous Material has occurred on, in or under any of Seller’s
      Properties.

     

    (c) Except
      as
      set forth on Schedule
      3.24(c),
      to
      Seller’s Knowledge, neither the Seller (or Seller’s predecessors), the Business
      nor any other Person for whose conduct they are or may be held to be
      responsible, has been subject to, involved in or received any notice of any
      actual or potential violation or failure to comply with any Environmental Law,
      or of any actual or threatened obligation to undertake or bear the cost of
      the
      requirements of any Environmental Law with respect to any of the Seller’s
      Properties, or with respect to any property or facility at or to which Hazardous
      Materials were generated, manufactured, refined, transferred, imported, used,
      or
      processed by Seller or the Business or any other Person for whose conduct they
      are or may be held responsible, or from which Hazardous Materials have been
      transported, treated, stored, handled, transferred, disposed, recycled, or
      received, and there is no reasonable basis for any such inquiry, investigation,
      order, action or notice.

     

    (d) Neither
      Seller nor, to Seller’s Knowledge, the Business, nor any other Person for whose
      conduct they are or may be held responsible, have any liabilities under any
      Environmental Law with respect to the Seller’s Properties, or at any property
      geologically or hydrologically adjoining any of Seller’s Properties or any of
      Seller’s other property or assets.


    
      
        
        

      

      
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    (e) There
      are
      no pending or, to Seller’s Knowledge, threatened claims, encumbrances, or other
      restrictions of any nature, resulting from, or arising under or pursuant to
      any
      Environmental Law, with respect to or affecting any of the Seller’s
      Properties.

     

    (f) Except
      as
      set forth on Schedule
      3.24(f),
      there
      are and have been no conditions, events, occurrences, circumstances, activities,
      practices, incidents or actions which could reasonably be expected to interfere
      with or prevent continued compliance with Environmental Law, give rise to any
      common law or statutory liability or otherwise form the basis of any claim,
      action, suit, proceeding, hearing or investigation against or involving Seller
      or the Business or any other Person for whose conduct they are or may be held
      to
      be responsible, under any Environmental Law.

     

    (g) Schedule
      3.24(g)
      sets
      forth (i) the name and principal place of business of every offsite waste
      disposal enterprise, and each of the haulers, transporters or cartage
      enterprises engaged now or in the preceding two (2) years, and, to Seller’s
      Knowledge for the three (3) years prior to that, by Seller or the Business
      to
      dispose or otherwise handle Hazardous Materials at any offsite waste disposal
      location on behalf of any of Seller or the Business, and (ii) the address of
      property or facility that has, at any time, been owned, operated or leased
      by
      Seller or the Business. 

     

    (h) Seller
      and the Business have delivered to Purchaser true and complete copies and
      results of any reports, studies, analyses, tests, or monitoring possessed or
      initiated by Seller or the Business pertaining to Environmental Laws or
      Hazardous Materials in, on, or under the Seller’s Properties, or concerning
      compliance by Seller, the Business or any other Person for whose conduct the
      Seller is or may be held responsible, with Environmental Law.

     

    3.25 Insurance

     

    Schedule
      3.25
      sets
      forth a list of all insurance policies, fidelity and surety bonds and fiduciary
      liability policies (the “Insurance
      Policies”)
      covering the Purchased Assets, the Business and the operations, employees,
      officers, managers and directors of Seller. True and complete copies of all
      such
      Insurance Policies have been delivered by Seller to Purchaser. Schedule
      3.25
      also
      sets forth: (i) with respect to each Insurance Policy, the applicable deductible
      amounts and any limitations to coverage; (ii) a list of each Person required
      to
      be listed as an additional insured under each such policy; (iii) any letter
      of
      credit relating to such Insurance Policies and all inspections and reports
      delivered to Seller by any insurer with respect to such Insurance Policies,
      copies of which have been delivered by Seller to Purchaser; and (iv) a true and
      complete list of Claims made in respect of Insurance Policies during the 2
      years
      prior to the date hereof. There is no Claim by Seller pending under any of
      such
      Insurance Policies as to which coverage has been questioned, denied or disputed
      by the underwriters of such Insurance Policies or requirement by any insurer
      to
      perform work which has not been satisfied. Seller has not incurred any Liability
      covered by the Insurance Policies for which they have not properly asserted
      a
      Claim under such policies. All premiums due under all Insurance Policies have
      been paid
      and
      Seller is in compliance with the terms and conditions of all such Insurance
      Policies. All Insurance Policies are in full force and effect. Seller has no
      Knowledge of any threatened termination of, premium increase with respect to,
      or
      uncompleted requirements under, any Insurance Policy. No premiums are or will
      be
      payable by Purchaser under the Insurance Policies after the Closing in respect
      of insurance provided for periods prior to the Closing Date, except as accrued
      on the Financial Statements. All Assets and the Business of Seller are insured
      under such Insurance Policies in amounts and against risks usually insured
      against by Persons operating businesses similar to the Business. 


    
      
        
        

      

      
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    3.26 No
      Significant Items Excluded

     

    Except
      for the Excluded Assets, the Purchased Assets include all assets, properties,
      Contracts, Permits or other items that are of material importance
      to the ongoing operation of the Business by Purchaser in substantially the
      same
      manner in which the Business has been conducted by Seller prior to the date
      of
      this Agreement. Seller has good and marketable title to all of the Purchased
      Assets, free and clear of any Liens except for Permitted
      Encumbrances.

     

    3.27 Taxes
      and Tax Returns

     

    (a) Except
      as
      set forth on Schedule
      3.27,
      Seller
      has (x) filed with the appropriate Tax authority all income, sales and other
      Tax
      Returns required to be filed by it, and all such Tax Returns are true, correct
      and complete in all material respects and (y) paid all Taxes reported to be
      due
      and payable on such Tax Returns. There are no Liens for Taxes on the Purchased
      Assets, except for statutory Liens relating to current Taxes not yet due and
      payable.

     

    (b) Seller
      has timely paid to the appropriate Governmental Authority all sales and use
      or
      similar Taxes payable for any period prior to the Closing. Seller has withheld
      all Taxes required to have been withheld for any period prior to the Closing
      and
      have timely remitted to the appropriate Governmental Authority all such
      Taxes.

     

    3.28 Intentionally
      Omitted.

     

    3.29 Bank
      Accounts

     

    Schedule
      3.29
      sets
      forth a complete list of all bank accounts, savings deposits, money-market
      accounts, certificates of deposit, safety deposit boxes, and similar investment
      accounts with banks or other financial institutions maintained by or on
      behalf of
      Seller
      showing the depository bank or institution address, appropriate bank contact
      personnel, account number and names of signatories.

     

    3.30 Inventory

     

    Except
      as
      set forth on the Schedule
      3.30,
      Seller
      has good and marketable title to the Inventory free and clear of all Liens.
      The
      Inventory does not include items that are obsolete, damaged or slow moving,
      except to the extent of the amount of the Inventory reserve reflected in the
      Seller Financial Statements. The Inventory is suitable and usable for the
      purposes for which it is intended and is in a condition such that it is salable
      in the ordinary course of the business consistent with past practice, except
      to
      the extent of the amount of the Inventory reserve reflected in the Seller
      Financial Statements. The Inventory is valued on the books and records of Seller
      at the lower of cost or net realizable value on a first-in-first-out
      basis. 


    
      
        
        

      

      
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    3.31 Disclosure

     

    No
      representation or warranty by Seller or the Member in this Agreement and no
      statement contained in any document or other writing furnished or to be
      furnished to Purchaser or its Representatives pursuant to the provisions hereof
      contains or will contain
      any untrue statement of fact or omits or will omit to state any fact necessary
      in order to make the statements made herein or therein not misleading. All
      copies of Contracts and all other documents delivered to Purchaser or its
      Representatives pursuant hereto are true, complete and accurate. There has
      been
      no event or transaction (other than the transactions contemplated hereby and
      the
      matters related thereto) which has occurred or information which has come to
      the
      attention of Seller or the Member which could reasonably be expected to have
      a
      Material Adverse Effect or which could reasonably be expected to prevent or
      impair the ability of Purchaser, after the Closing, to carry on the Business
      in
      the same manner as it is presently being conducted.

     

    ARTICLE
      IV REPRESENTATIONS
      AND WARRANTIES OF THE MEMBER

     

    As
      an
      inducement to Purchaser to enter into this Agreement and to consummate the
      Acquisition, the Member hereby represents and warrants to Purchaser, that each
      of the following representations and warranties is true and correct as of the
      date hereof and will be true and correct as of the Closing Date (as if each
      such
      representation and warranty was remade on the Closing Date):

     

    4.1 Title;
      Agreements

     

    The
      Member: (i) holds of record and holds beneficially all of the ownership
      interests in Seller, free and clear of any and all Liens; (ii) is not a party
      to
      any voting trust, proxy or other agreement or understanding with respect to
      any
      membership interests of Seller; and (iii) owns no other, and has no other right
      to purchase, any equity or membership interests in Seller.

     

    4.2 Authority
      Relative To This Agreement

     

    The
      Member has the requisite legal capacity to execute and deliver this Agreement
      and the other Transaction Documents to which it is a party, to perform its
      obligations hereunder and to consummate the Acquisition. No proceedings on
      the
      part of the Member are necessary to authorize this Agreement or to consummate
      the Acquisition. This Agreement and the other Transaction Documents have been
      or
      will be duly executed and delivered by the Member and, assuming the due
      authorization, execution and delivery by the other Parties hereto, each such
      agreement constitutes a legal, valid and binding obligation of the Member,
      enforceable against the Member in accordance with its terms, subject to the
      Bankruptcy Exception.

     

    4.3 No
      Conflict

     

    Except
      as
      set forth on Schedule
      4.3,
      the
      execution and delivery of this Agreement by the Member does not, and the
      performance by the Member of its obligations hereunder and the consummation
      of
      the Acquisition will not: (i) assuming that all filings and notifications
      described in Section 4.4 have been made, conflict with or violate any Law or
      Order applicable to the Member or by which the Member is bound or affected;
      or
      (ii) result in any breach of or constitute a default (or an event which with
      the
      giving of notice or lapse of time or both could reasonably be expected to become
      a default) under, or give to others any right of termination, amendment,
      acceleration or cancellation of, or result in the creation of a Lien on any
      of
      the Purchased Assets or Seller pursuant to, any note, bond, mortgage, indenture,
      Contract, agreement, lease, license, Permit, franchise or other instrument
      or
      obligation.


    
      
        
        

      

      
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    4.4 Consents

     

    The
      execution and delivery of this Agreement by the Member do not, and the
      performance by the Member of its obligations hereunder and the consummation
      of
      the Acquisition will not, require any consent, approval, authorization or permit
      of, or filing by the Member with or notification by Seller to, any Governmental
      Authority or any other Person.

     

    4.5 No
      Finder

     

    Neither
      the Member nor any Person acting on behalf of the Member has agreed to pay
      to
      any broker, finder, investment banker or any other Person other than the Broker,
      a brokerage, finder’s or other fee or commission in connection with this
      Agreement or any matter related hereto, nor has any broker, finder, investment
      banker or any other
      Person taken any action on which a Claim for any such payment could be based.
      Broker has a valid listing to sell the Business and Member shall be solely
      responsible for paying any and all fees, commissions or other compensation
      to
      which the Broker is entitled or claims on account of the Acquisition.


     

    ARTICLE
      V REPRESENTATIONS AND WARRANTIES OF PURCHASER

     

    As
      an
      inducement to Seller to enter into this Agreement and to consummate the
      Acquisition, Purchaser represents and warrants to Seller, that each of the
      following representations and warranties is true and correct as of the date
      hereof and will be true and correct as of the Closing Date (as if each such
      representation and warranty was remade on the Closing Date):

     

    5.1 Organization
      and Qualification

     

    Purchaser
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Delaware.

     

    5.2 Authority
      Relative to this Agreement

     

    Purchaser
      has all necessary corporate power and authority to execute and deliver this
      Agreement and the other Transaction Documents to which it is a party, to perform
      its obligations hereunder and to consummate the Acquisition. The execution
      and
      delivery of this Agreement and the other Transaction Documents by Purchaser
      and
      the consummation by Purchaser of the Acquisition have been duly and validly
      authorized by all necessary corporate action, and no other corporate proceedings
      on the part of Purchaser are necessary to authorize this Agreement or to
      consummate the Acquisition. This Agreement and the other Transaction Documents
      have been or will be duly executed and delivered by Purchaser and, assuming
      the
      due authorization, execution and delivery by the other Parties hereto, each
      such
      agreement constitutes a legal, valid and binding obligation of Purchaser,
      enforceable against Purchaser in accordance with its terms, subject to the
      Bankruptcy Exception.


    
      
        
        

      

      
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    5.3 No
      Conflict

     

    The
      execution and delivery of this Agreement by Purchaser do not, and the
      performance by Purchaser of its obligations hereunder and the consummation
      of
      the Acquisition will not: (i) conflict with or violate any provision of the
      Certificate of Incorporation, by-laws or any other agreement of Purchaser or
      any
      resolutions adopted by the board of directors of Purchaser; or (ii) assuming
      that all filings and notifications described in Section 5.4 have been made,
      conflict with or violate any Law or Order applicable to Purchaser or by which
      Purchaser is bound or affected.

     

    5.4 Required
      Filings and Consents

     

    The
      execution and delivery of this Agreement by Purchaser do not, and the
      performance by Purchaser of its obligations hereunder and the consummation
      of
      the Acquisition will not, require any consent, approval, authorization or permit
      of, or filing by Purchaser with or notification by Purchaser to, any
      Governmental Authority or any other Person, except for the consents, approvals,
      authorizations, declarations or rulings set forth on Schedule
      5.4.

     

    5.5 SEC
      Reports.

     

    Purchaser
      has filed all forms, reports and documents required to be filed by it with
      the
      United States Securities and Exchange Commission (the “SEC”)
      since
      January 1, 2007 (collectively, the “SEC
      Reports”).
      Except as set forth on Schedule
      5.5,
      the SEC
      Reports (i) were prepared in all material respects in accordance with the
      requirements of the Securities Act or the Securities and Exchange Act of 1934,
      as amended (the “Exchange
      Act”),
      as
      the case may be, and (ii) did not at the time they were filed contain any untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary in order to make the statements made therein, in
      the
      light of the circumstances under which they were made, not misleading. Except
      as
      set forth on Schedule
      5.5,
      each of
      the balance sheets (including the related notes) included in the SEC Reports
      presents fairly in all material respects the financial position of Purchaser
      as
      of the respective dates thereof, and the other related financial statements
      (including the related notes) included therein presented fairly in all material
      respects the consolidated results of operations and changes in financial
      position of Purchaser for the respective periods indicated, except, in the
      case
      of interim financial statements, for year-end audit adjustments, consisting
      only
      of normal recurring accruals. Except as set forth on Schedule
      5.5,
      each of
      the financial statements (including the related notes) included in the SEC
      Reports has been prepared in accordance with GAAP, consistently applied, except
      as otherwise noted therein or, in the case of the unaudited financial
      statements, as permitted by the applicable rules and regulations of the SEC.
      

     

    5.6 No
      Finder.

     

    Neither
      Purchaser nor any Person acting on behalf of Purchaser has agreed to pay to
      any
      broker, finder, investment banker or any other Person, a brokerage, finder’s or
      other fee or commission in connection with this Agreement
      or any matter related hereto, nor has any broker, finder, investment banker
      or
      any other Person taken any action on which a Claim for any such payment could
      be
      based.


    
      
        
        

      

      
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    5.7 Financial
      Capacity.

     

    Purchaser
      shall use its best efforts to obtain funds sufficient to pay the Purchase Price
      and all of its fees and expenses incurred in connection with the transactions
      contemplated hereby by July 31, 2008.

     

    ARTICLE
      VI COVENANTS OF SELLER AND THE MEMBER PRIOR TO CLOSING
      DATE

     

    6.1 Conduct
      of Business

     

    From
      the
      date hereof through the Closing Date, except as contemplated by this Agreement
      or disclosed on Schedule
      6.1,
      Seller
      and the Member agree jointly and severally:

     

    (a) Not
      to
      undertake (nor permit to be undertaken) any of the actions specified in Section
      3.8;

     

    (b) To
      operate the Business according to the ordinary and usual course consistent
      with
      past practice, to maintain adequate liquidity, to preserve intact Seller’s
      present business organization and structure, to the extent reasonably
      practicable, to keep available the services of Seller’s present officers,
      managers, agents and full-time employees, to use commercially reasonable efforts
      to preserve and maintain the Assets and the goodwill of the Business, to refrain
      from entering into any extraordinary transactions, to preserve Seller’s rights
      to be assigned to Purchaser hereunder, and to use commercially reasonable
      efforts to preserve Seller’s relationships with customers, suppliers,
      independent contractors, employees and other Persons having business dealings
      with Seller or otherwise material to the operation of the Business;

     

    (c) To
      maintain in the ordinary course of the Business, consistent with past practice
      and in accordance with all Contracts, the Tangible Personal Property and the
      premises leased pursuant to the Real Property Leases, in their present repair,
      order and condition, subject to ordinary wear and tear;

     

    (d) To
      maintain the Books and Records in the usual and ordinary manner and in a manner
      that fairly and correctly reflects the income, expenses, Assets and Liabilities
      of Seller;

     

    (e) To
      pay
      all account and trade payables on a current basis, but in no event later than
      forty-five (45) days after they become due;

     

    (f) Not
      to
      incur any Liability (other than Liabilities incurred in the ordinary course
      of
      the Business, consistent with past practice, which are not in the aggregate
      material to the Business) or borrow any funds;


    
      
        
        

      

      
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    (g) Not
      to
      sell, transfer, convey, assign or otherwise dispose of any Purchased Assets,
      except in the ordinary course of the Business consistent with past practice,
      or
      create, incur, assume or suffer to exist any Lien on any Purchased Assets,
      except for the bonding requirements of some Contracts;

     

    (h) Not
      to
      waive, release or cancel any Claims against third parties or debts owing to
      Seller;

     

    (i) Not
      to
      authorize for issuance, issue, sell, deliver, redeem or agree or commit to
      issue, sell, deliver or redeem (whether through the issuance or granting of
      options, warrants, convertible or exchangeable securities, commitments,
      subscriptions, rights to purchase or otherwise) any of Seller’s membership
      interests or any other securities, or amend any of the terms of any such
      securities;

     

    (j) Not
      to
      terminate, modify, amend, waive or otherwise alter or change any of the
      material terms
      or
      provisions of any Contract or create any default under the terms of any
      Contract, or waive any material right under, or any failure to renew, any
      Contract or pay any amount not required by Law or by any Contract, where any
      such default, waiver, or failure to renew would reasonably be expected to have
      a
      Material Adverse Effect;

     

    (k) Not
      to
      materially increase the direct or indirect compensation or other remuneration
      payable or to become payable to any Representative of Seller, or pay any bonuses
      or compensation to any such Person other than in respect of salaries in effect
      on the date hereof, except as provided in Section 3.8;

     

    (l) Not
      to
      engage in any practice, take any action, fail to take any action or enter into
      any transaction which would cause any representation or warranty of Seller
      to be
      untrue or result in a breach of any covenant made by Seller;

     

    (m) To
      use
      commercially reasonable efforts to obtain and deliver to Purchaser at the
      Closing the fully executed documents and other items identified in Section
      7.3(e); and

     

    (n) To
      keep
      in full force and effect all of Seller’s Insurance Policies and shall not allow
      any breach, default, termination or cancellation of such Insurance Policies
      to
      occur or exist.

     

    6.2 Corporate
      Examinations and Investigations

     

    Commencing
      on the date hereof through the earlier of the Closing Date or the termination
      of
      this Agreement as provided herein (the “Due
      Diligence Period”),
      Seller agrees, subject to the Confidentiality Agreement previously entered
      into
      by the parties on or about November 13, 2007, that Purchaser shall be entitled,
      itself or through its Representatives, to make such investigation of the
      Purchased Assets, the Business and operations of Seller, including, without
      limitation, any environmental matters related thereto, and such examination
      of
      the Books and Records and financial condition of Seller, as Purchaser deems
      necessary or advisable. Any such investigation and examination shall be
      conducted upon reasonable notice and with Seller’s full cooperation. During the
      Due Diligence Period, Seller agrees to, during normal business hours at
      locations selected by Seller: (i) make available to Purchaser and its
      Representatives all such information and copies of such documents and records
      concerning the affairs of Seller as such Representatives may reasonably request;
      (ii) permit access by the Representatives of Purchaser to the Purchased Assets
      and to Seller’s Representatives and its Employees, customers, suppliers and
      others at such times determined by Seller; and (iii) cause Seller’s
      Representatives to cooperate fully in connection with such review and
      examination. No
      investigation by Purchaser shall diminish or obviate or otherwise affect any
      of
      the representations, warranties, covenants or agreements of Seller contained
      in
      this Agreement. If Purchaser becomes aware of facts that cause Purchaser to
      believe Seller is in breach of this Agreement prior to the Closing Date,
      Purchaser shall notify Seller of its belief prior to the
      Closing.


    
      
        
        

      

      
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    6.3 Employment
      Matters

     

    (a) Purchaser
      may, at its election, enter into employment Contracts with the existing
      management of Seller prior to the Closing Date but effective after the Closing
      Date to ensure an orderly transition of the Business after the Closing. Seller
      shall cooperate with Purchaser with respect to Purchaser’s evaluation of
      Employees who may be offered employment by Purchaser. Seller will terminate
      all
      Employees who are hired by Purchaser effective on the Closing Date. It is the
      intention of Purchaser to hire all of the persons employed by Seller in the
      Business as of the Closing Date. Seller agrees that Purchaser retains sole
      and
      complete discretion with respect to which Employees Purchaser will offer
      employment. From the date hereof through the Closing, Seller shall cooperate
      with and permit Purchaser to review the personnel records and such other
      information concerning the Employees as Purchaser may reasonably request
      (subject to obtaining any legally required permission and to other applicable
      Laws) and speak with either Roy Dano, Frank W. Condurelis, or Terry Benton,
      or
      such other employee(s) Seller authorizes Purchaser to meet with, at its sole
      discretion. Seller shall be solely responsible for any notification and
      Liability under the Worker Adjustment and Restraining Notification Act relating
      to any termination of any of the Employees from employment with Seller occurring
      prior to or after the date of this Agreement, whether or not in connection
      with
      the Acquisition. Seller shall be responsible for all Liabilities for employee
      or
      independent contractor compensation and benefits accrued or otherwise arising
      out of services rendered by its Employees, directors and independent contractors
      prior to the Closing or arising by reason of actual, constructive or deemed
      termination of their service relationship with Seller at Closing, including
      all
      costs relating to the continuation of health benefits under the Consolidated
      Omnibus Budget Reconciliation Act of 1985, as amended, with respect to Employees
      not hired by Purchaser after the Closing Date. Notwithstanding the foregoing,
      Purchaser acknowledges that a significant portion of Seller’s employees are
      seasonal workers who are terminated at the end of each season. At the beginning
      of each season, Seller then hires back some of these seasonal workers and hires
      other seasonal workers for the upcoming season.

     

    (b) No
      provision of this Section 6.3 shall create any third party beneficiary or other
      rights in any Employee or former Employee in respect of continued or resumed
      employment in the Business, or with Purchaser, and no provision of this Section
      6.3 shall create any rights in any such Persons in respect of any benefits
      that
      may be provided under any plan or arrangement which may be established by
      Purchaser.


    
      
        
        

      

      
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    6.4 Consents,
      Filings and Authorizations; Efforts to Consummate

     

    As
      promptly as practicable after the date hereof, Purchaser and Seller shall make
      all filings and submissions under such Laws as are applicable to them or to
      their respective Affiliates, and as may otherwise be required for them to
      consummate the Acquisition in accordance with the terms of this Agreement and
      shall consult with each other prior to such filing and shall not make any such
      filing or submission to which Seller or Purchaser, as the case may be,
      reasonably objects in writing. All such filings shall comply in form and content
      in all material respects with applicable Laws. Subject to the terms and
      conditions herein, each Party, without payment or further consideration, shall
      use its commercially reasonable efforts to take or cause to be taken all action
      and to do or cause to be done all things necessary, proper or advisable under
      applicable Laws, Permits and Orders, to consummate and make effective, as soon
      as reasonably practicable, the Acquisition, including, but not limited to,
      obtaining all required consents, whether private or governmental,
      required in connection with such Party’s performance of such transactions and
      each Party shall cooperate with the other in all of the foregoing.

     

    6.5 No
      Shop

     

    From
      and
      after the date hereof unless and until this Agreement shall have been terminated
      in accordance with its terms, Seller and the Member hereby agree and shall
      cause
      their Representatives to agree: (i) to immediately cease any existing
      discussions or negotiations with any Person conducted heretofore, directly
      or
      indirectly, with respect to any sale of the Purchased Assets or membership
      interests or other equity securities of Seller; (ii) not to directly or
      indirectly solicit, initiate, encourage or facilitate the submission of
      proposals or offers from any Person other than Purchaser or its Affiliates
      relating to any merger or acquisition of the membership interests or other
      equity securities
      of Seller or a material portion of the Purchased Assets of, or other similar
      transaction involving, Seller (an “Acquisition Proposal”),
      or
      (iii) directly or indirectly participate in any discussions or negotiations
      regarding, or furnish any information to any Person other than Purchaser or
      its
      Representatives in connection with, or consummate or enter into any agreement,
      contract or understanding with respect to, any Acquisition Proposal by any
      Person other than Purchaser or its Affiliates. Seller and the Member shall
      immediately notify any Person who contacts Seller or the Member with respect
      to
      an Acquisition Proposal of the existence of this Agreement.

     

    6.6 Notices
      of Certain Events

     

    Prior
      to
      the Closing Date, Seller, on the one hand, and Purchaser, on the other hand,
      shall promptly notify the other of:

     

    (a) any
      notice or other communication from any Person alleging that the consent of
      such
      Person is or may be required in connection with the Acquisition;

     

    (b) any
      written notice or written communication from any Governmental Authority in
      connection with the Acquisition or relating to Seller;

     

    (c) any
      event, condition or circumstance occurring from the date hereof through the
      Closing Date that would constitute a violation or breach of any representation
      or warranty, whether made as of the date hereof or as of the Closing Date,
      or
      that would constitute a violation or breach of any covenant of any
      Party;


    
      
        
        

      

      
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    (d) any
      failure of Seller or Purchaser, as the case may be, to comply with or satisfy
      any covenant, condition or agreement to be complied with or satisfied by it
      hereunder;

     

    (e) any
      material developments affecting the Assets, Liabilities, business prospects,
      financial condition, operations, results of operations or customer, supplier
      or
      employee relations of Seller or the Business; and

     

    (f) any
      change that could reasonably be expected to have a Material Adverse Effect,
      or
      could delay or impede the ability of Seller, Purchaser or the Member to perform
      their respective obligations pursuant to this Agreement and to consummate the
      Acquisition.

     

    6.7 Public
      Announcements

     

    Except
      as
      required by applicable Law (or, in the case of the Purchaser or its Affiliates,
      if they believe that disclosure is in the best interest of their stockholders)
      or pursuant to a court order, including, without limitation, any filings to
      be
      made with the SEC prior to the Closing or pursuant to the ongoing disclosure
      obligations of Purchaser,
      from and
      after the date of this Agreement until the Closing, Purchaser, Seller and the
      Member agree not to make any public announcement or other disclosure concerning
      this Agreement or the transactions contemplated herein without obtaining the
      prior consent of the other Parties (the “Reviewing
      Parties”)
      as to
      form, content and timing; provided, however, that the consent of the Reviewing
      Parties shall not be unreasonably withheld.

     

    6.8 Confidentiality

     

    (a) Seller
      and the Member acknowledge and agree that from and after the Closing, Purchaser
      will have a legitimate and continuing proprietary interest in the protection
      of
      trade secrets and non-public confidential information, knowledge, data and
      similar information relating to the Business
      (the “Confidential
      Information”).
      Seller and the Member agree that prior to and following the Closing they shall
      secure and maintain the confidentiality of Seller’s Confidential Information in
      a manner consistent with the importance and value of such information and the
      maintenance of Purchaser’s rights therein, but in no event using less than
      reasonable efforts. Neither Seller nor the Member shall use, sell, transfer,
      publish, disclose or otherwise make available any of the Confidential
      Information to any third party. If Seller or the Member are compelled by a
      duly
      authorized subpoena, court order or government authority to disclose any of
      the
      Confidential Information, Seller and the Member shall immediately notify
      Purchaser of same prior to disclosure, and fully cooperate with the appropriate
      party in seeking a protective order or other appropriate remedy prior to
      disclosure.

     

    (b) Prior
      to
      the Closing Date, Purchaser agrees to continue to be bound by the terms of
      the
      Confidentiality Agreement, which requires Purchaser, its agents, employees,
      Affiliates, and Representatives, to hold in strict confidence, unless compelled
      to disclose by judicial or administrative process, or by other requirements
      of
      Law, all Confidential Information concerning Seller and the Member which it
      has
      obtained from Seller or their Representatives in connection with the
      Acquisition, and Purchaser shall not use or disclose to others, or permit the
      use of or disclosure of, any such information so obtained, and will not release
      or disclose such information to any other Person, except its Representatives
      who
      need to know such information in connection with this Agreement (and who shall
      be advised of the provisions of this Section 6.8(b)). The foregoing provision
      shall not apply to any such information to the extent: (i) known by Purchaser
      prior to the date such information was provided to Purchaser by Seller or their
      Representatives in connection with the Acquisition; (ii) made known to Purchaser
      from a third party not in breach of any confidentiality requirement; or (iii)
      made public through no fault of Purchaser or any of its
      Representatives.


    
      
        
        

      

      
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    (c) If
      this
      Agreement is terminated as provided herein and the Acquisition is not
      consummated, Purchaser shall return to Seller all tangible evidence of such
      information regarding Seller if requested by Seller in accordance with the
      terms
      of the Confidentiality Agreement.

     

    6.9 Expenses

     

    Except
      as
      otherwise specifically provided in this Agreement, each of the Parties shall
      bear its own expenses incurred in connection with the preparation, execution
      and
      performance of this Agreement and the Acquisition, including all fees and
      expenses of its Representatives. 

     

    6.10 Supplements
      to Disclosure Schedules

     

    Prior
      to
      the Closing Date, Seller and the Member shall amend or supplement promptly
      the
      Schedules attached to this Agreement with respect to any matter hereafter
      arising or discovered which, if existing or known as of the date of this
      Agreement, would have been required to be set forth or described in such
      Schedules or that is
      necessary to complete or correct any information in any representation or
      warranty of Seller and/or the Member contained in this Agreement. The disclosure
      provided by Seller and/or the Member in any such amended, supplemented or
      revised Schedule shall in no way affect or be deemed to limit Purchaser’s right
      and option, exercisable at any time prior to the Closing, to provide written
      notice to Seller and the Member that Purchaser has elected to terminate this
      Agreement and the Acquisition if, in the exercise of Purchaser’s commercially
      reasonable good faith judgment, items added to the Schedules that were not
      included in the Schedules in the form attached to this Agreement at the time
      of
      execution, disclose that matters exist which may have a Material Adverse
      Effect.

     

    6.11 Additional
      Information

     

    Seller
      shall furnish to Purchaser all information concerning the Seller, its directors,
      officers and members and such other matters as may be reasonably necessary
      in
      connection with the preparation and filing of a Current Report on Form 8-K,
      to
      be filed by Purchaser upon completion of the Acquisition (the “Form 8-K”), or
      any other statement, filing, notice or application, to be filed with the SEC
      by
      or on behalf of Purchaser. Seller will use its reasonable best efforts to ensure
      that none of such information (including any information included in the Seller
      Disclosure Schedule and any financial statements with respect to Seller) will
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary in order to make the statements
      therein in light of the circumstances under which they were made, not
      misleading. If at any time prior to Closing, Seller has knowledge of a change
      in
      such information which would make the preceding sentence incorrect, then Seller
      will promptly notify Purchaser of such change. Seller shall use its reasonable
      best efforts to obtain the auditors’ consents to the inclusion of the Audited
      Statements in the Form 8-K, and to otherwise provide as soon as reasonably
      practicable any information about Seller required by the Exchange Act reasonably
      sufficient to permit Purchaser to prepare and file the Form 8-K. Purchaser
      shall
      provide Seller with the opportunity to review and approve the Form 8-K before
      it
      is filed with the SEC, such approval not to be delayed or withheld unreasonably.
      


    
      
        
        

      

      
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    6.12 Member
      Approval

     

    The
      Member shall vote its Membership Interests or otherwise execute written consents
      in favor of the Acquisition.

     

    6.13 Company
      Name

     

    From
      and
      after the Closing Date, Seller and the Member shall forever cease using Seller’s
      limited liability company names as a trade name or in the operation of any
      business.

     

    6.14 Financial
      Statements

     

    Following
      the Date hereof, at Purchaser’s cost and expense, Seller and the Member shall
      cooperate and request Seller’s accountants to cooperate, with Purchaser and its
      auditors in the review of the audited financial statements of Seller for the
      periods ending December 31, 2006 and 2007 prepared in accordance with
      GAAP
      and
      unaudited financial statements of Seller for the appropriate 2007 and 2008
      quarterly periods. 

     

    ARTICLE
      VII CONDITIONS TO
      CLOSING

     

    7.1 Conditions
      to the Obligations of Seller and Purchaser

     

    The
      obligations of Seller and Purchaser to consummate the Acquisition are subject
      to
      the satisfaction or, if permitted by applicable Law, waiver of the following
      conditions on or prior to the Closing Date:

     

    (a) No
      Injunction.
      No
      provision of any applicable Law will be in effect and no interlocutory,
      appealable or final Order will have been issued that prohibits or restricts
      the
      consummation of the Acquisition.

     

    (b) No
      Litigation.
      No
      Claim instituted by any Person shall have been commenced or pending against
      Seller, Purchaser or the Member or any of their respective Affiliates or
      Representatives, which Claim seeks to restrain, prevent, change or delay in
      any
      material respect the Acquisition or seeks to challenge any of the material
      terms
      or provisions of this Agreement or seeks material damages in connection with
      any
      of such transactions.

     

    (c) Consents.
      All
      consents, approvals and authorizations legally required to be obtained to
      consummate the Acquisition shall have been obtained from all Governmental
      Authorities, except where the failure to obtain any such consent, approval
      or
      authorization could not reasonably be expected to result in a Material Adverse
      Effect.


    
      
        
        

      

      
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    7.2 Conditions
      to Obligations of Seller and the Member

     

    The
      obligation of Seller and the Member to consummate the Acquisition is subject
      to
      the fulfillment prior to the specified date or at the time of Closing of the
      following conditions with respect to Purchaser, any one or more of which may
      be
      waived in whole or in part by Seller:

     

    (a) Accuracy
      of Representations and Warranties.
      Each of
      the representations and warranties of Purchaser contained in this Agreement,
      any
      Transaction Document to which it is a party and in any certificate or other
      writing delivered by Purchaser pursuant hereto shall be true, complete and
      correct both when made and on and as of the Closing as if made at and as of
      the
      Closing (other than representations and warranties which address matters only
      as
      of a certain date which shall have been true, complete and correct as of such
      certain date).

     

    (b) Performance.
      Purchaser shall have performed and complied in all material respects with all
      agreements, obligations and covenants required to be performed or complied
      with
      by it on or prior to the Closing Date.

     

    (c) Purchase
      Price.
      The
      Purchaser shall have complied with Sections 2.5(c) and 2.5(d) of this
      Agreement.

     

    (d) Deliveries.
      Purchaser shall have delivered to Seller the following:

     

    (i) A
      certificate, dated the Closing Date, of an executive officer of Purchaser
      confirming the matters set forth in Section 7.2(a) and (b) hereof;

     

    (ii) A
      certificate, dated the Closing Date, of the Secretary or Assistant Secretary
      of
      Purchaser certifying, among other things, that attached or appended to such
      certificate: (A) is a true copy of all corporate actions taken by it,
      including resolutions of its board of directors authorizing the consummation
      of
      the Acquisition and the execution, delivery and performance of this Agreement
      and each of the Transaction Documents to be delivered by Purchaser pursuant
      hereto; and (B) are the names and signatures of its duly elected or appointed
      officers who are authorized to execute and deliver this Agreement, the
      Transaction Documents to which Purchaser is a party and any certificate,
      document or other instrument in connection herewith;

     

    (iii) An
      executed Assignment and Assumption Agreement, a form of which is attached hereto
      as Exhibit
      B
      (the
“Assignment
      and Assumption Agreement”),
      evidencing the assignment by Seller of the Purchased Assets and the assumption
      by Purchaser of the Assumed Liabilities; 

     

    (iv) A
      certificate of good standing from the appropriate state agency, dated as of
      a
      recent date, certifying that Purchaser is in good standing in the State of
      Delaware; 

     

    (v) True,
      correct and complete copies of all required consents set forth on Schedule
      5.4;
      and

     

    (vi) An
      executed Note, a form of which is attached as Exhibit
      E.


    
      
        
        

      

      
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    (e) Equity
      Raise.
      Purchaser shall have raised equity financing such that its cash and cash
      equivalents equal at least Six Million Five Hundred Thousand Dollars
      ($6,500,000) (the “Equity Amount”) and Purchaser agrees not to make any equity
      distributions while the Note is outstanding that would leave the Purchaser
      with
      less than the Equity Amount; provided, however, that Purchaser may make payments
      of other types that would leave the Purchaser with less than the Equity
      Amount.

     

    (f) Bonding.
      To the
      extent the Seller, the Member or any of the members or Affiliates of the Seller
      or the Member shall have provided personal guarantees with respect to any
      performance and surety bonds for any Assigned Contracts (the “Guarantors”), and
      the bond(s) have not been assigned to Purchaser by Closing, the Purchaser agrees
      to use its best efforts to have each Guarantor released from its obligations
      under the respective bond(s) and replaced with the Purchaser or Affiliate of
      Purchaser as an obligor/guarantor with respect to the bond(s). If, despite
      its
      best efforts, the Purchaser (either itself or through an Affiliate) is not
      able
      become an obligor/guarantor of the bond(s) prior to Closing, the Purchaser
      shall
      agree to indemnify and hold harmless the Guarantors for any and all Damages
      incurred by any Guarantor as a result of the bond(s) in accordance with Section
      10.3 of this Agreement. In addition, to the extent the Guarantors incur any
      Damages, they shall each have the right, with the consent of Purchaser, which
      consent shall not be withheld or delayed unreasonably, to: inspect the project;
      enter the work site(s) for the project; review all records of the Purchaser
      relating to the applicable project; to the extent permissible by the bondholder,
      take any such actions that are necessary to remediate such Damages; and dispute
      any such claims of payment made by a bondholder against any of the Guarantors.
      Each of Seller and Member agree that Seller shall not enter into any surety
      bond
      without the consent of Purchaser, which consent shall not be withheld or delayed
      unreasonably.


     

    7.3 Conditions
      to Obligations of Purchaser

     

    The
      obligations of Purchaser to consummate the Acquisition is subject to the
      fulfillment prior to the specified date or at the time of Closing of the
      following conditions with respect to Seller and the Member, any one or more
      of
      which may be waived in whole or in part by Purchaser:

     

    (a) Accuracy
      of Representations and Warranties.
      Each of
      the representations and warranties of Seller and the Member contained in this
      Agreement, any Transaction Document to which they are parties and in any
      certificate or other writing delivered by Seller and the Member pursuant hereto
      shall be true, complete and correct both when made and on and as of the Closing
      as if made at and as of the Closing (other than representations and warranties
      which address matters only as of a certain date which shall have been true,
      complete and correct as of such certain date).

     

    (b) Performance.
      Seller
      and the Member shall have performed and complied in all material respects with
      all agreements, obligations and covenants required to be performed or complied
      with by each of them on or prior to the Closing Date.

     

    (c) No
      Material Adverse Change.
      During
      the period from the date hereof to the Closing Date, there shall not have
      occurred any Material Adverse Effect or any of the actions described in Section
      3.8.


    
      
        
        

      

      
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    (d) Due
      Diligence.
      Purchaser and its Representatives shall have completed their due diligence
      investigation of the Purchased Assets, the Business, the operations of Seller,
      and related matters, and the results of such due diligence investigation shall
      be satisfactory to Purchaser in its sole discretion.

     

    (e) Deliveries.
      Seller
      and the Member shall have delivered to Purchaser the following:

     

    (i) Certificates,
      dated the Closing Date, of each Member and an executive officer of Seller
      confirming the matters set forth in Section 7.3(a) and (b) hereof;

     

    (ii) A
      certificate, dated the Closing Date, of a manager or the managing member of
      Seller certifying, among other things, that attached or appended to such
      certificate: (A) is a true and correct copy of the Articles of Organization
      and
      operating agreement of Seller, and all amendments thereto; (B) is a true copy
      of
      all limited liability company actions taken by it, including resolutions of
      its
      members or managers authorizing the consummation of the Acquisition and the
      execution, delivery and performance of this Agreement and each of the
      Transaction Documents to be delivered by Seller pursuant hereto; (C) is a true
      copy of all actions taken by Seller’s members, including resolutions of Seller’s
      members unanimously authorizing the consummation of the Acquisition and the
      execution, delivery and performance of this Agreement and each of the
      Transaction Documents to be delivered by Seller pursuant hereto; and (D) are
      the
      names and signatures of its duly elected or appointed managers who are
      authorized to execute and deliver this Agreement, the Transaction Documents
      to
      which Seller is a party and any certificate, document or other instrument in
      connection herewith;

     

    (iii) An
      executed Assignment and Assumption Agreement by Seller;

     

    (iv) Certificates
      of good standing from the appropriate state agencies, dated as of a recent
      date,
      certifying that Seller is in good standing in the State of Illinois and in
      each
      jurisdiction in which Seller is qualified to do business as a foreign limited
      liability companies;

     

    (v) True,
      correct and complete copies of all required consents set forth on Schedule
      3.4
      and
Schedule
      4.4,
      other
      than the Illinois tax clearance certificates, which the Parties shall request
      prior to the Closing Date;

     

    (vi) The
      executed Form 8594, in the form attached hereto as Exhibit
      A;

     

    (vii) Possession
      and control of the Purchased Assets;

     

    (viii) An
      executed bill of sale for all Tangible Personal Property owned by Seller, in
      the
      form attached hereto as Exhibit
      C;

     

    (ix) A
      certificate, duly executed and acknowledged by Seller under penalties of
      perjury, in the form prescribed by Treasury Regulation Section
      1.1445-2(b)(2)(iii), stating Seller’s name, address and Federal tax
      identification number, and that Seller is not a “foreign person” within the
      meaning of Section 1445 of the Code;


    
      
        
        

      

      
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    (x) A
      Certificate of Amendment to Seller’s Articles of Organization changing the name
      of Seller to a name reasonably acceptable to Purchaser. The Seller’s new name
      shall be neither substantially similar to, nor likely to be confused with,
      the
      current names of Seller or Purchaser;

     

    (xi) The
      Seller’s financial statements necessary for the Form 8-K;

     

    (xii) Lease
      assignment and consent documents in form and substance reasonably acceptable
      to
      Purchaser; 

     

    (xiii) Transfer
      documents executed by Seller to the extent such transfer document is required
      to
      be filed with any Governmental Authority upon consummation of the Acquisition;
      

    (xiv) Such
      information, documents and certificates as necessary pursuant to Section 6043A
      of the Code for the Purchaser to comply with the reporting requirements imposed
      by such section of the Code; and

     

    (xv) Such
      other documents and instruments as may be reasonably requested by Purchaser
      to
      consummate the Acquisition and to carry out the obligations of the Parties
      hereunder.

     

    (f) Employment
      Agreements.
      Each
      Key Manager shall have executed and delivered to Purchaser an Employment
      Agreement, dated as of the Closing Date, in form and substance reasonably
      acceptable to Purchaser. 

     

    (g) Consulting
      Agreements.
      Roy
      Dano and Frank W. Condurelis shall each have executed and delivered to Purchaser
      a consulting agreement, dated as of the Closing Date, in form and substance
      reasonably acceptable to Purchaser.

     

    (h) Opinion
      of Counsel.
      Seller
      shall cause to be delivered to Purchaser an opinion of counsel for the Seller
      regarding the due formation and authority of the Seller and due execution and
      delivery of this Agreement, in form and substance reasonably satisfactory to
      Purchaser and its counsel.

     

    ARTICLE
      VIII TERMINATION; EFFECT
      OF TERMINATION

     

    8.1 Termination
      of Agreement

     

    This
      Agreement may be terminated and the Acquisition may be abandoned at any time
      prior to the Closing:

     

    (a) By
      written notice by either Seller or Purchaser to the other, after August 30,
      2008
      (unless extended by Purchaser by written notice to Seller to no later than
      September 30, 2008), if the Closing has not occurred by that date and if failure
      to close is not the result of a breach of this Agreement or a willful failure
      to
      complete closing conditions by such Party;

     

    (b) By
      Seller, if: (i) there has been a material misrepresentation or breach by
      Purchaser of a representation or warranty contained herein and such material
      misrepresentation or breach, if curable, is not cured within ten (10) Business
      Days after written notice thereof from Seller; (ii) Purchaser has committed
      a
      material breach of any covenant imposed upon it hereunder and, if curable,
      fails
      to cure such breach within ten (10) Business Days after written notice thereof
      from Seller; or (iii) any condition to Seller’s obligations hereunder becomes
      incapable of fulfillment through no fault of Seller and is not waived by
      Seller;


    
      
        
        

      

      
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    (c) By
      Purchaser, if: (i) there has been a material misrepresentation or breach by
      Seller or any Member of a representation or warranty contained herein and such
      material misrepresentation or breach, if curable, is not cured within ten (10)
      Business Days after written notice thereof from Purchaser; (ii) Seller or any
      Member has committed a material breach of any covenant imposed upon it hereunder
      and, if curable, fails to cure such breach within ten (10) Business Days after
      written notice thereof from Purchaser; or (iii) any condition to Purchaser’s
      obligations hereunder becomes incapable of fulfillment through no fault of
      Purchaser and is not waived by Purchaser; or

     

    (d) By
      Purchaser, on the one hand, or Seller, on the other hand, if there shall be
      any
      Law that makes consummation of the Acquisition illegal or otherwise prohibited,
      or if any Order enjoining Purchaser, on the one hand, or Seller, on the other
      hand, from consummating the Acquisition is entered and such Order shall have
      become final and nonappealable, provided that the Party seeking to terminate
      this Agreement pursuant to this provision shall have used all reasonable efforts
      to remove or vacate such Order.

     

    8.2 Effect
      of Termination; Right to Proceed.

     

    (a) Subject
      to this Section 8.2, in the event that this Agreement shall be terminated
      pursuant to Section 8.1 (a) or (d), all further obligations of the Parties
      shall
      terminate without further Liability of any Party (except with respect to
      Sections 6.7, 6.8 and 6.9). 

     

    (b) The
      agreements contained in Sections 6.7, 6.8 and 6.9 shall survive the termination
      hereof. In the event that a condition precedent to a Party’s obligation is not
      met, nothing contained herein shall be deemed to require any Party to terminate
      this Agreement, rather than to waive such condition precedent and proceed with
      the Acquisition.

     

    (c) Notwithstanding
      any other provision of this Agreement, in the event this Agreement is terminated
      by either Party, the Parties’ rights with respect to the Escrowed Amount will be
      governed exclusively by the terms of the Escrow Agreement.

     

    ARTICLE
      IX POST-CLOSING COVENANTS

     

    9.1 Non-Solicitation

     

    Seller
      and the Member covenant and agree that for a period of two (2) years after
      the
      Closing Date, they will not, nor shall they permit any other Person to, directly
      or indirectly, on their own account or as a partner, joint venturer, consultant,
      employee, agent, member or shareholder of any other Person, or in any other
      capacity (alone or in association with others), anywhere in the United States,
      solicit, or permit any such Person to solicit, any individual who at the time
      of
      the solicitation is, or who within the six (6) month period prior to such
      solicitation was, an Employee of Seller or any Affiliate of Seller to leave
      the
      employ of Purchaser, Seller or any such Affiliate, or terminate his or her
      employment relationship with Purchaser, Seller or any such Affiliate, or hire
      or
      attempt to hire or induce, any employee or employees of Purchaser, Seller or
      any
      Affiliate of Seller to terminate their employment with, or otherwise cease
      their
      relationship with, Purchaser, Seller or such Affiliate, other than employees
      to
      whom Purchaser does not offer employment (on a full-time or part-time basis)
      following consummation of the Acquisition.


    
      
        
        

      

      
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    9.2 Noncompetition

     

    For
      a
      period of two (2) years following the Closing Date, neither Seller nor the
      Member will engage in the Business or any other railroad maintenance of way
      business, directly or indirectly, as a stockholder, partner, member, owner,
      joint venturer, investor, lender or in any other capacity whatsoever (other
      than
      as a holder of not more than 1% of the total outstanding stock of a publicly
      held company) in the United States. For the avoidance of doubt, the parties
      agree that the preceding sentence excludes railroad signaling, control and
      related systems. Seller and the Member acknowledge that the provisions of this
      Section are reasonable and necessary to protect the interests of Purchaser,
      that
      any violation of this Section will result in an irreparable injury to Purchaser
      and that damages at law would not be reasonable or adequate compensation to
      Purchaser for violation of this Section and that, in addition to any other
      available remedies, Purchaser shall be entitled to have the provisions of this
      Section specifically enforced by preliminary and permanent injunctive relief
      without the necessity of proving actual damages or posting a bond or other
      security to an equitable accounting of all earnings, profits and other benefits
      arising out of any violation of this Section. In the event that the provision
      of
      this Section shall ever be deemed to exceed the time, geographic scope or other
      limitations permitted by applicable Law, then the provisions shall be deemed
      reformed to the maximum extent permitted by applicable Law.

     

    9.3 Claims
      Under Insurance Policies; Maintenance of Insurance
      Policies

     

    After
      the
      Closing Date, Purchaser shall cooperate with Seller in respect of Claims made
      after the Closing Date under occurrence-based Insurance Policies based upon
      events occurring prior to the Closing Date. Purchaser agrees not to limit,
      modify or otherwise compromise Seller’s ability to make
      Claims under any such Insurance Policies and shall maintain such Insurance
      Policies in full force and effect for a commercially reasonable period of
      time. 

     

    9.4 Certain
      Transitional Matters

     

    From
      and
      after the Closing Date:

     

    (a) Purchaser
      shall have the sole and exclusive right and authority, subject to any prorations
      required hereunder, to collect for Purchaser’s own account all items which shall
      be transferred to Purchaser as provided herein;

     

    (b) Purchaser
      shall have the sole and exclusive right and authority to retain and endorse
      without recourse the name of Seller on any check or any other evidence of
      indebtedness received by Purchaser on account of any of the Purchased
      Assets;

     

    (c) Seller
      shall promptly transfer and deliver to Purchaser without set-off any cash or
      other property, if any, that Seller may receive related to the Purchased
      Assets;


    
      
        
        

      

      
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    (d) Purchaser
      shall promptly transfer and deliver to Seller without set-off any cash or other
      property, if any, that Purchaser may receive related to the Excluded
      Assets;

     

    (e) Purchaser
      shall have complete control over the payment, settlement or other disposition
      of, or any dispute involving any Assumed Liabilities, and Purchaser shall have
      the right to conduct and control all negotiations and proceedings with respect
      thereto; provided, that Purchaser must keep Seller updated on the status of
      negotiations and promptly provide it with all materials prepared by Purchaser,
      or received by Purchaser, in connection with the same. Seller shall notify
      Purchaser promptly of any Claim with respect to any Assumed Liabilities and
      shall not, except with the prior written consent of Purchaser, voluntarily
      make
      any payment of, or settle or offer to settle, or consent to any compromise
      with
      respect to, any such Assumed Liabilities. Seller shall cooperate with Purchaser
      in connection with any negotiations or proceedings involving any Assumed
      Liabilities; and

     

    (f) In
      the
      event that not all Permits have been transferred to Purchaser as of the Closing
      Date, the Parties shall continue to abide by their obligations hereunder to
      obtain all such transfers, as soon as reasonably practicable, and Seller, to
      the
      extent permitted under law, authorizes Purchaser to use any such Permits in
      its
      business operations after the Closing. 

     

    9.5 Further
      Assurances

     

    After
      the
      Closing, Seller and the Member shall, without further consideration, execute
      and
      deliver such other instruments of transfer and take such other action as
      Purchaser or its counsel may reasonably request in order to put Purchaser in
      possession of, and to vest in Purchaser, good, valid and unencumbered title
      to
      the Purchased Assets in accordance with this Agreement and to consummate the
      Acquisition. Purchaser hereby agrees, without further consideration, to take
      such other action following the Closing and execute and deliver such other
      documents as Seller, the Member or their counsel may reasonably request in
      order
      to consummate the Acquisition in accordance with this Agreement.

     

    9.6 Tax
      Matters

     

    Purchaser
      and the Seller agree to furnish or cause to be furnished to each other, promptly
      upon request, any information and assistance relating to the Business and the
      Purchased Assets as the requesting party deems reasonably necessary in
      connection with the filing of any Tax Return or information return, the
      preparation for any audit by any Governmental Authority, the response to any
      inquiry by a Governmental Authority or security holder, the mailing or filing
      of
      notice and the prosecution or defense of any claim, suit or proceeds related
      to
      any Tax Return or information return or any other filing required to be made
      with any Governmental Authority or any other matter related to
      Taxes.

     

    9.7 Accounts.

     

    If
      any
      customer pays any account receivable related to the Business to a party to
      this
      Agreement which belongs to the other party to this Agreement, the receiving
      party shall remit such payment to the other party, within ten (10) days of
      the
      receipt thereof. Each party shall, at no expense to the other, provide such
      reasonable cooperation and assistance as may be requested from time to time
      to
      assist with the collection of any amounts due with respect to any of the
      accounts receivable. Such cooperation shall include, but not be limited to,
      reviewing the books and records with respect to any customer, assisting with
      communications with any customer, and appearing as a witness in any legal
      proceedings relating the collection of any amounts relating to such accounts
      receivable. In the event that either party receives a payment from a client
      of
      the Business, which client has an account due with each of Seller and Purchaser
      and the invoice being paid by the payment does not correspond with the amount
      of
      one or more invoices and the payment (or correspondence sent with the payment)
      does not otherwise reveal the invoice(s) being paid by such payment, the parties
      agree that such payment shall paid toward the amount then owed to the Seller
      limited to the amount sufficient to pay the account owed and the remainder
      shall
      be paid to Purchaser. Each of the parties hereto agree that, with respect to
      any
      Accounts Receivable, it shall not direct any client to satisfy its account
      receivable over the other party’s. 


    
      
        
        

      

      
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    9.8 Assignment
      of Note.

     

    The
      Seller agrees that it shall not sell, transfer or otherwise assign the Note
      to
      any party without the written consent of Purchaser, which may be withheld for
      any reason or no reason.

     

    ARTICLE
      X SURVIVAL; INDEMNIFICATION

     

    10.1 Survival
      of Representations and Warranties

     

    All
      covenants, agreements and Closing certifications made by the Parties shall
      survive the execution and delivery of this Agreement and the Closing hereunder
      for a period of fourteen (14) months from the Closing Date. All of the
      representations and warranties, made by the Parties shall survive the execution
      and delivery of this Agreement and the Closing hereunder for a period of
      fourteen (14) months from the Closing Date; provided,
      that:
      (a) the representations, warranties, covenants, agreements and Closing
      certifications made by Seller and/or the Member in (i)  Section 3.2 with
      respect to Seller’s power and authority with respect to the Acquisition,
      (ii) Section 3.20 with respect to ERISA matters, (iii) Section 3.21
      with respect to finder’s fees and commissions, (iv) Section 3.24 with
      respect to environmental matters, (v) Section 3.26 with respect to title to
      the Purchased Assets and (vi) Section 3.27 with respect to Taxes, and by
      the Member in (vii) Section 4.1 with respect to title, and (viii) Section 4.5
      with respect to finder’s fees and commissions (collectively, the “Excluded
      Representations”), shall survive the execution and delivery of this Agreement
      and the Closing until the date which is thirty (30) days after the date on
      which
      the respective applicable statute of limitations has expired or indefinitely
      if
      no statute of limitation applies; (b)  the representations,
      warranties, covenants, agreements and Closing certifications made by Purchaser
      in Section 5.8 with respect to finder’s fees and commissions, shall survive the
      execution and delivery of this Agreement and the Closing until the date which
      is
      fourteen (14) months after the Closing Date, (c) Claims related to fraud shall
      survive indefinitely; and (d) Claims related to Sections 10.2(a)(iii), (iv)
      or (v) shall survive until the applicable statute of limitations. 

     

    10.2 Indemnification
      by Seller
      and the Member

     

    (a) Subject
      to the limitations set forth in Section 10.4, Seller and the Member shall
      jointly and severally indemnify, defend, save and hold Purchaser and its
      Representatives (collectively, “Purchaser
      Indemnitees”)
      harmless from and against all demands, claims, allegations, assertions, actions
      or causes of action, assessments, losses, damages, deficiencies, Liabilities,
      costs and expenses (including reasonable legal fees, interest, penalties, and
      all reasonable amounts paid in investigation, defense or settlement of any
      of
      the foregoing and whether or not any such demands, claims, allegations, etc.,
      of
      third parties are meritorious; collectively, “Damages”)
      asserted against, imposed upon, resulting to, required to be paid by, or
      incurred by any Purchaser Indemnitees, directly or indirectly, in connection
      with, arising out of, which could result in, or which would not have occurred
      but for:


    
      
        
        

      

      
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    (i) Seller’s
      or any Member’s breach of any representation or warranty contained in this
      Agreement, the Transaction Documents to which Seller or any Member is a party
      or
      in any certificate or document furnished pursuant hereto by Seller or any
      Member;

     

    (ii) Seller’s
      or any Member’s breach or nonfulfillment of any covenant or agreement made by
      Seller or the Member in or pursuant to this Agreement or in any Transaction
      Document to which Seller or the Member is a party;

     

    (iii) Seller’s
      failure to comply with any bulk sales or fraudulent transfer laws that may
      be
      applicable to the Acquisition; 

     

    (iv) Seller’s
      failure to satisfy any of its obligations relating to the Retained Liabilities;
      and

     

    (v) Any
      Liability arising out of the ownership or operation of the Assets or the
      Business prior to the Closing other than the Assumed Liabilities.

     

    10.3 Indemnification
      by Purchaser

     

    Purchaser
      shall indemnify, defend, save and hold Seller, the Member and their respective
      Representatives (collectively, “Seller
      Indemnitees”)
      harmless from and against any and all Damages asserted against, imposed upon,
      resulting to, required to be paid by, or incurred by any Seller Indemnitee,
      directly or indirectly, in connection with, arising out of, which could result
      in, or which would not have occurred but for:

     

    (a) Purchaser’s
      breach of any representation or warranty contained in this Agreement, the
      Transaction Documents to which Purchaser is a party or in any certificate or
      document furnished pursuant hereto by Purchaser; or

     

    (b) Purchaser’s
      breach or nonfulfillment of any covenant or agreement made by Purchaser in
      or
      pursuant to this Agreement or in any Transaction Document to which Purchaser
      is
      a party.

     

    (c) Any
      Liability arising from or with respect to the Assumed Liabilities after the
      Closing Date.


    
      
        
        

      

      
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    10.4 Limitation
      of Claims. 

     

    (a) The
      liability of Seller and the Member for Damages pursuant to this Article X shall
      not be payable unless and until the aggregate amount of Damages suffered or
      incurred by Purchaser Indemnitees exceeds One Hundred and Fifty Thousand Dollars
      ($150,000) (the “Basket”)
      and
      once the Basket is exceeded, Seller shall be liable to Purchaser Indemnitees
      for
      all Damages, regardless of the Basket only up to an aggregate of ten percent
      (10%) of the Purchase Price (the “Cap”).
      However, the Basket and Cap limitations shall not apply to the Excluded
      Representations.

     

    (b) The
      liability of Purchaser for Damages pursuant to this Article X shall not be
      payable unless and until the aggregate amount of Damages suffered or incurred
      by
      Seller Indemnitees exceeds the Basket and once the Basket is exceeded, Purchaser
      shall be liable to Seller Indemnitees for all Damages, regardless of the Basket
      only up to the Cap.

     

    (c) The
      amount of any Damages in all claims made hereunder shall be reduced by and
      to
      the extent that an Indemnitee has received (or is entitled to receive but has
      yet to actually receive) proceeds under insurance policies or from any third
      party as a result of and in compensation for the subject matter of an
      indemnification claim by such indemnified party, net of costs of collection
      and
      net of retrospective premium adjustments, increases and similar charges paid
      to
      insurers by Indemnitee as a direct result of being reimbursed for the claim
      in
      question. In no event shall Damages include consequential, indirect, punitive,
      or special damages of any kind; provided, however, the foregoing shall not
      exclude any punitive, consequential or special damages (including consequential
      damages consisting of lost profits) claimed, owed or paid to a third party.
      The
      provisions for indemnification set forth in this Article X are the exclusive
      remedies of the parties arising out of or in connection with this Agreement,
      and
      shall be in lieu of any rights under contract, tort, equity or otherwise (other
      than claims based on actual fraud).

     

    10.5 Notice
      of Claims

     

    If
      any
      Purchaser Indemnitee or Seller Indemnitee (an “Indemnified
      Party”)
      believes that it has suffered or incurred or will suffer or incur any Damages
      for which it is entitled to indemnification under this Article X, such
      Indemnified Party shall so notify
      in
      writing the party or parties from whom indemnification is being claimed (the
      “Indemnifying
      Party”)
      with
      reasonable promptness and reasonable particularity in light of the circumstances
      then existing. If any Claim is instituted by or against a third party with
      respect to which any Indemnified Party intends to claim any Damages, such
      Indemnified Party shall promptly
      notify in writing the Indemnifying Party of such Claim. The notice provided
      by
      the Indemnified Party to the Indemnifying Party shall describe the Claim (the
      “Asserted
      Liability”)
      in
      reasonable detail and shall indicate the amount (estimated, if necessary, and
      to
      the extent feasible) of the Damages that have been or may be suffered by the
      Indemnified Party. The failure of an Indemnified Party to give any notice
      required by this Section shall not affect any of such Party’s rights under this
      Article X or otherwise except and to the extent that such failure is prejudicial
      to the rights or obligations of the Indemnifying Party.

     

    10.6 Opportunity
      to Defend Third Party Claims

     

    The
      Indemnifying Party may elect to defend, at its own expense and with its own
      counsel reasonably satisfactory to the Indemnified Party, any Asserted
      Liability, but only if: (i) the Indemnifying Party notifies the Indemnified
      Party in writing within thirty (30) days after the Indemnified Party has given
      notice of the Asserted Liability that the Indemnifying Party will indemnify
      the
      Indemnified Party from and against the entirety of any Damages the Indemnified
      Party may suffer resulting from, arising out of, relating to, in the nature
      of,
      or caused by the Asserted Liability; (ii) the Indemnifying Party provides the
      Indemnified Party with evidence reasonably acceptable to the Indemnified Party
      that the Indemnifying Party will have the financial resources to defend against
      the Asserted Liability and fulfill its indemnification obligations hereunder;
      (iii) the Indemnifying Party conducts the defense of the Asserted Liability
      actively and diligently; and (iv) the Indemnified Party shall have reasonably
      concluded that there is no conflict of interest between the Indemnified Party
      and the Indemnifying Party in the conduct of such defense. If the Indemnifying
      Party elects to defend such Asserted Liability, it shall within thirty (30)
      days
      (or sooner, if the nature of the Asserted Liability so requires) notify the
      Indemnified Party of its intent to do so, and the Indemnified Party shall
      cooperate, at the expense of the Indemnifying Party, in the defense of such
      Asserted Liability. If the Indemnifying Party assumes the defense against any
      Asserted Liability it will be conclusively established for purposes of this
      Agreement that such Asserted Liability is within the scope of, and subject
      to,
      indemnification. If the Indemnifying Party elects not to defend the Asserted
      Liability or fails to notify the Indemnified Party of its election as herein
      provided or contests its obligation to indemnify under this Agreement with
      respect to such Asserted Liability, the Indemnified Party may pay, compromise
      or
      defend such Asserted Liability at the sole cost and expense of the Indemnifying
      Party if determined to be liable to the Indemnified Party hereunder. In any
      event, the Indemnified Party or the Indemnifying Party, as applicable, may
      participate, at its own expense, in the defense of such Asserted Liability.
      If
      the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified
      Party shall make available to the Indemnifying Party any books, records or
      other
      documents within its control that are
      necessary or appropriate for such defense. Any expenses of any Indemnified
      Party
      for which indemnification is available hereunder shall be paid promptly upon
      written demand therefor.


    
      
        
        

      

      
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    10.7 Effect
      of Investigation

     

    The
      right
      to indemnification of Purchaser, payment of Damages or for other remedies based
      on any representation, warranty, covenant or obligation of Seller or the Member
      contained in or made pursuant to this Agreement shall be prohibited to the
      extent Purchaser had actual knowledge, through any investigation conducted
      or
      knowledge acquired on or prior to the Closing Date, with respect to the accuracy
      of inaccuracy of or compliance with, any such representation, warranty, covenant
      or obligation. 

     

    ARTICLE
      XI GENERAL

     

    11.1 Notices

     

    All
      notices, requests, claims, demands or other communications that are required
      or
      may be given pursuant to the terms of this Agreement shall be in writing and
      shall be deemed to have been duly given (i) when delivered, if delivered by
      hand, (ii) one Business Day after transmitted, if transmitted by a nationally
      recognized overnight courier service, (iii) when telecopied, if telecopied
      (which is confirmed by telephone), or (iv) three Business Days after mailing,
      if
      mailed by registered or certified mail (return receipt requested), to the
      parties at the following addresses (or at such other address for a party as
      shall be specified in a notice given in accordance with this Section
      11.1):

     

    (i)           
      If
      to
      Purchaser:

     

    B.H.I.T.,
      Inc.

    2255
      Glades Road

    Suite
      342-W

    Boca
      Raton FL 33431

    Attention:
      Gary O. Marino, Chairman

    Telephone:
      (561) 443-5300

    Fax:
      (561) 443-5319


     

    With
      a
      simultaneous copy to:

     

    Kohrman
      Jackson & Krantz PLL

    1375
      East
      Ninth Street

    One
      Cleveland Center, 20th Floor

    Cleveland,
      Ohio 44114-1793

    Attention:
      Christopher J. Hubbert, Esq.

    Telephone:
      (216) 696-8700

    Fax:
      (216) 696-6536


    
      
        
        

      

      
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    (b)      
       If
      to
      Seller or the Member:

    L.A.
      Colo, LLC

    4219
      Hillsboro Road

    Suite
      204, Box 37

    Nashville,
      Tennessee 37215

    Attention:
      Roy Dano

    Telephone:
      615-202-7624

    Fax:
      615-523-2180

     

    With
      a
      simultaneous copy to:

     

    Riemer
      & Braunstein LLP

    3
      Center
      Plaza

    Boston,
      Massachusetts 02108

    Attention:
      Adam W. Jacobs, Esquire

    Telephone:
      617-880-3513

    Fax:
      617-880-3456

     

    11.2 Severability;
      Parties in Interest

     

    If
      any
      provision of this Agreement for any reason shall be held to be illegal, invalid
      or unenforceable, such illegality shall not affect any other provision of this
      Agreement, but this Agreement shall be construed as if such illegal, invalid
      or
      unenforceable provision had never been included herein. Nothing in this
      Agreement, express or implied, is intended to confer upon any Person not a
      Party
      to this Agreement any rights or remedies of any nature whatsoever under or
      by
      reason of this Agreement.

     

    11.3 Assignment;
      Binding Effect; Benefit

     

    Neither
      this Agreement nor any of the rights, interests or obligations hereunder shall
      be assigned by any Party (whether by operation of Law or otherwise) without
      the
      prior written consent of the other Parties,
      provided, however, that Seller and Member hereby consent to Purchaser assigning
      its rights, interests and obligations hereunder to a subsidiary wholly-owned
      by
      Purchaser. Subject to the foregoing,
      this Agreement shall be binding upon and shall inure to the benefit of the
      Parties and their respective successors and permitted assigns. Notwithstanding
      anything contained in this Agreement to the contrary, nothing in this Agreement,
      expressed or implied, is intended to confer on any Person other than the Parties
      or their respective successors and permitted assigns any rights or remedies
      under or by reason of this Agreement.

     

    11.4 Incorporation
      of Exhibits

     

    All
      Exhibits and Schedules attached hereto and referred to herein are hereby
      incorporated herein and made a part of this Agreement for all purposes as if
      fully set forth herein.


    
      
        
        

      

      
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    11.5 Governing
      Law

     

    THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
      THE LAWS OF THE STATE OF NEW YORK OTHER THAN CONFLICT OF LAWS PRINCIPLES THEREOF
      DIRECTING THE APPLICATION OF ANY LAW OTHER THAN THAT OF NEW YORK. COURTS WITHIN
      THE STATE OF NEW YORK (LOCATED WITHIN NEW YORK COUNTY) WILL HAVE JURISDICTION
      OVER ALL DISPUTES BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO
      THIS
      AGREEMENT AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY.
      THE
      PARTIES HEREBY CONSENT TO AND AGREE TO SUBMIT TO THE JURISDICTION OF SUCH
      COURTS. EACH OF THE PARTIES HERETO WAIVES, AND AGREES NOT TO ASSERT IN ANY
      SUCH
      DISPUTE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT
      (I)
      SUCH PARTY IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, (II)
      SUCH PARTY AND SUCH PARTY’S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY
      SUCH COURTS OR (III) ANY LITIGATION COMMENCED IN SUCH COURTS IS BROUGHT IN
      AN
      INCONVENIENT FORUM.

     

    11.6 Waiver
      of Jury Trial

     

    EACH
      PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
      PROCEEDING (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
      RELATING TO THIS AGREEMENT OR ANY TRANSACTION OR AGREEMENT CONTEMPLATED HEREBY
      OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION,
      PERFORMANCE OR ENFORCEMENT HEREOF.

     

    11.7 Headings;
      Interpretation

     

    The
      descriptive headings contained in this Agreement are included for convenience
      of
      reference only and shall not affect in any way the meaning or interpretation
      of
      this Agreement. The Parties have participated jointly in the negotiation and
      drafting of this Agreement. In the event an ambiguity or question of intent
      or
      interpretation arises, this Agreement shall be construed as if drafted jointly
      by the Parties, and no presumption or burden of proof shall arise favoring
      or
      disfavoring any Party by virtue of the authorship of any provisions of this
      Agreement.

     

    11.8 Counterparts

     

    This
      Agreement may be executed and delivered (including by facsimile transmission)
      in
      one or more counterparts, and by the different parties hereto in separate
      counterparts, each of which when executed and delivered shall be deemed to
      be an
      original but all of which taken together shall constitute one and the same
      agreement.


    
      
        
        

      

      
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    11.9 Entire
      Agreement

     

    This
      Agreement (including the Schedules and Exhibits attached hereto) and the
      Transaction Documents executed in connection with the consummation of the
      Acquisition contain the entire agreement between the Parties with respect to
      the
      subject matter hereof and related transactions and supersede all prior
      agreements, written or oral, with respect thereto, including, without
      limitation, that certain letter of intent among the Parties dated September
      5,
      2007. 

     

    11.10 Waivers
      and Amendments; Non-Contractual Remedies; Preservation of
      Remedies

     

    This
      Agreement may be amended, superseded, canceled, renewed or extended only by
      a
      written instrument signed by all of the Parties. The provisions hereof may
      be
      waived only in writing signed by all of the Parties. No delay on the part of
      any
      Party in exercising any right, power or privilege hereunder shall operate as
      a
      waiver thereof, nor shall any waiver on the part of any Party of any such right,
      power or privilege, nor any single or partial exercise of any such right, power
      or privilege, preclude any further exercise thereof or the exercise of any
      other
      such right, power or privilege. Except as otherwise provided herein, the rights
      and remedies herein provided are cumulative and are not exclusive of any rights
      or remedies that any Party may otherwise have at Law or in equity.

     

    [Signatures
      appear on next page]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, intending to be legally bound hereby, the Parties have caused
      this Agreement to be signed in their respective names by their duly authorized
      representatives as of the date first above written.

    


    
      	 	
              B.H.I.T.,
                INC.

            
	 	 
	 	
              By:

            	
              /s/
                Gary O. Marino

            
	 	
              Gary
                O. Marino

            
	 	
              Chairman
                of the Board

            
	 	 
	 	
              L.A.
                COLO LLC

            
	 	 
	 	
              By:
                

            	
              /s/
                Roy Dano

            
	 	
              Name:
                Roy Dano

            
	 	
              Title:
                President

            
	 	 
	 	
              IRON
                RAIL GROUP LLC

            
	 	 
	 	
              By:
                

            	
              /s/
                Roy Dano

            
	 	
              Name:
                Roy Dano

            
	 	
              Title:
                President

            


    

     

    
      
        
        

      

      
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