ex10-38.htm


    
      

      

    

    Exhibit 10.38

     

     

    
      PURCHASE
AGREEMENT

      


      


      ACQUISITION
OF

      


      THE STOCK
OF

      


      GEM
NEWCO, INC.,

      


      A
DELAWARE CORPORATION,

      


      AND

      


      THE
LIMITED PARTNERSHIP INTERESTS OF

      


      GEM
POMONA LP,

      


      A
DELAWARE LIMITED PARTNERSHIP,

      


      BY

      


      LUNTZ
ACQUISITION (DELAWARE), LLC,

      


      A DELAWARE
LIMITED LIABILITY COMPANY,

      


      FROM

      


      GENERAL
ENVIRONMENTAL MANAGEMENT, INC.,

      


      A NEVADA
CORPORATION

      


      DATED AS
OF NOVEMBER 25, 2009

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE
OF CONTENTS

       

      
        
          
            
              	 	 	
                      Page

                    
	
                      ARTICLE
      1

                    
	
                      GENERAL

                    	
                      2

                    
	
                      Section
      1.1

                    	
                      General
      Definitions

                    	
                      2

                    
	
                      Section
      1.2

                    	
                      Special
      Definitions Related To ERISA

                    	
                      9

                    
	
                      Section
      1.3

                    	
                      Special
      Definitions Related to Environmental Matters

                    	
                      10

                    
	
                      Section
      1.4

                    	
                      Special
      Definitions Related to Indemnification

                    	
                      12

                    
	
                      Section
      1.5

                    	
                      Usage

                    	
                      12

                    
	
                      ARTICLE
      2

                    
	
                      PURCHASE
      AND SALE OF PURCHASED INTERESTS

                    	
                      14

                    
	
                      Section
      2.1

                    	
                      Purchase
      of Purchased Interests

                    	
                      14

                    
	
                      Section
      2.2

                    	
                      Purchase
      Price and Payment

                    	
                      14

                    
	
                      Section
      2.3

                    	
                      Instruments
      of Conveyance

                    	
                      14

                    
	
                      Section
      2.4

                    	
                      Time
      and Place of Closing

                    	
                      15

                    
	
                      Section
      2.5

                    	
                      Net
      Working Capital Adjustment of Purchase Price

                    	
                      15

                    
	
                      Section
      2.6

                    	
                      Further
      Adjustment to Purchase Price

                    	
                      16

                    
	
                      ARTICLE
      3

                    
	
                      REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY AND SELLER

                    	
                      18

                    
	
                      Section
      3.1

                    	
                      Organization
      and Qualification

                    	
                      18

                    
	
                      Section
      3.2

                    	
                      Capitalization
      of Company

                    	
                      18

                    
	
                      Section
      3.3

                    	
                      Title
      to Company Shares

                    	
                      19

                    
	
                      Section
      3.4

                    	
                      Subsidiaries;
      Partnerships; Investments

                    	
                      19

                    
	
                      Section
      3.5

                    	
                      Authorization
      of Transaction

                    	
                      20

                    
	
                      Section
      3.6

                    	
                      No
      Conflict of Transaction With Obligations and Laws

                    	
                      20

                    
	
                      Section
      3.7

                    	
                      Books
      and Records; Internal Controls

                    	
                      21

                    
	
                      Section
      3.8

                    	
                      Financial
      Statements

                    	
                      21

                    
	
                      Section
      3.9

                    	
                      Absence
      of Undisclosed Liabilities

                    	
                      22

                    
	
                      Section
      3.10

                    	
                      Conduct
      of Business; Absence of Certain Changes

                    	
                      22

                    
	
                      Section
      3.11

                    	
                      Taxes

                    	
                      24

                    
	
                      Section
      3.12

                    	
                      Property

                    	
                      26

                    
	
                      Section
      3.13

                    	
                      Collectability
      of Receivables

                    	
                      29

                    
	
                      Section
      3.14

                    	
                      Contracts
      and Commitments

                    	
                      29

                    
	
                      Section
      3.15

                    	
                      Labor
      and Employee Relations

                    	
                      31

                    
	
                      Section
      3.16

                    	
                      ERISA and
      Employee Benefits

                    	
                      32

                    
	
                      Section
      3.17

                    	
                      Intellectual
      Property Rights

                    	
                      35

                    
	
                      Section
      3.18

                    	
                      Environmental
      Matters

                    	
                      37

                    
	
                      Section
      3.19

                    	
                      Warranty
      or Other Claims

                    	
                      39

                    
	
                      Section
      3.20

                    	
                      Compliance
      With Legal Requirements; Governmental Authorizations

                    	
                      39

                    
	
                      Section
      3.21

                    	
                      Legal
      Proceedings; Court Orders

                    	
                      40

                    
	
                      Section
      3.22

                    	
                      Borrowings
      and Guarantees

                    	
                      41

                    
	
                      Section
      3.23

                    	
                      Financial
      Service Relations and Powers of Attorney

                    	
                      41

                    
	
                      Section
      3.24

                    	
                      Insurance

                    	
                      42

                    
	 	 	 


               

              
                
                  
                  

                

                
                  i

                  
                    

                  

                

                
                  
                  

                

              

               

              
                
                  	
                          Section
      3.25

                        	
                          Finder’s
      Fee

                        	
                          43

                        
	
                          Section
      3.26

                        	
                          Transactions
      With Related Parties

                        	
                          43

                        
	
                          Section
      3.27

                        	
                          Absence
      of Sensitive Payments

                        	
                          44

                        
	
                          Section
      3.28

                        	
                          Disclosure
      of Material Information

                        	
                          44

                        
	
                          Section
      3.29

                        	
                          Copies
      of Documents

                        	
                          45

                        
	
                          Section
      3.30

                        	
                          Adequacy
      of Consideration

                        	
                          45

                        
	
                          Section
      3.31

                        	
                          Representations
      and Warranties Regarding GEM NewCo and GEM LP

                        	
                          45

                        
	
                          ARTICLE
      4

                        
	
                          REPRESENTATIONS
      AND WARRANTIES OF BUYER

                        	
                          47

                        
	
                          Section
      4.1

                        	
                          Organization
      of Buyer

                        	
                          47

                        
	
                          Section
      4.2

                        	
                          Authorization
      of Transaction

                        	
                          47

                        
	
                          Section
      4.3

                        	
                          No
      Conflict of Transaction With Obligations and Laws

                        	
                          47

                        
	
                          ARTICLE
      5

                        
	
                          COVENANTS
      OF THE COMPANY AND THE SELLER PRIOR TO CLOSING

                        	
                          48

                        
	
                          Section
      5.1

                        	
                          Access
      to Information

                        	
                          48

                        
	
                          Section
      5.2

                        	
                          Affirmative
      Covenants with Respect to Ordinary Course of Business

                        	
                          48

                        
	
                          Section
      5.3

                        	
                          Negative
      Covenants with Respect to Ordinary Course of Business

                        	
                          50

                        
	
                          Section
      5.4

                        	
                          Governmental
      Permits and Approvals; Consents

                        	
                          51

                        
	
                          Section
      5.5

                        	
                          Assignment
      of Contracts

                        	
                          51

                        
	
                          Section
      5.6

                        	
                          Notification
      of Breach of Representations and Warranties

                        	
                          52

                        
	
                          Section
      5.7

                        	
                          Consummation
      of Agreement

                        	
                          52

                        
	
                          Section
      5.8

                        	
                          Exclusive
      Dealing

                        	
                          52

                        
	
                          Section
      5.9

                        	
                          ERISA
      Benefit Plan

                        	
                          53

                        
	
                          Section
      5.10

                        	
                          Welfare
      Plan

                        	
                          53

                        
	
                          Section
      5.11

                        	
                          Formation
      of GEM NewCo and GEM LP; Joinder; Merger

                        	
                          54

                        
	
                          Section
      5.12

                        	
                          Settlement
      of Proceedings

                        	
                          54

                        
	
                          Section
      5.13

                        	
                          Stockholder
      Meeting

                        	
                          55

                        
	
                          Section
      5.14

                        	
                          Payroll
      and Reimbursement

                        	
                          55

                        
	
                          ARTICLE
      6

                        
	
                          COVENANTS
      OF BUYER PRIOR TO CLOSING

                        	
                          56

                        
	
                          Section
      6.1

                        	
                          Governmental
      Permits and Approvals

                        	
                          56

                        
	
                          Section
      6.2

                        	
                          Consummation
      of Agreement

                        	
                          56

                        
	
                          ARTICLE
      7

                        
	
                          CONDITIONS
      TO OBLIGATIONS OF BUYER

                        	
                          56

                        
	
                          Section
      7.1

                        	
                          Due
      Diligence Review

                        	
                          56

                        
	
                          Section
      7.2

                        	
                          Representations;
      Warranties; Covenants

                        	
                          57

                        
	
                          Section
      7.3

                        	
                          No
      Bankruptcy

                        	
                          57

                        
	
                          Section
      7.4

                        	
                          Absence
      of Certain Litigation

                        	
                          57

                        
	
                          Section
      7.5

                        	
                          Resignations
      of Officers and Directors; Releases

                        	
                          57

                        
	
                          Section
      7.6

                        	
                          Consents
      and Authorizations

                        	
                          58

                        
	
                          Section
      7.7

                        	
                          Certain
      Actions Completed

                        	
                          58

                        
	
                          Section
      7.8

                        	
                          Formation
      of GEM LP and GEM NewCo; Merger

                        	
                          62

                        
	
                          Section
      7.9

                        	
                          Execution
      of Instruments of Conveyance and Additional Documents

                        	
                          63

                        
	
                          Section
      7.10

                        	
                          Real
      Estate Matters

                        	
                          63

                        
	
                          Section
      7.11

                        	
                          Closing
      Certificate of Company and Seller

                        	
                          64

                        
	
                          Section
      7.12

                        	
                          Opinion
      of Seller’s Counsel

                        	
                          64

                        
	 	 	 


                

                 

                
                  
                    
                    

                  

                  
                    ii

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                
                  
                    
                      
                        
                          	 
	
                                  ARTICLE
      8

                                
	
                                  CONDITIONS
      TO OBLIGATIONS OF SELLER

                                	
                                  65

                                
	
                                  Section
      8.1

                                	
                                  Representations;
      Warranties; Covenants

                                	
                                  65

                                
	
                                  Section
      8.2

                                	
                                  Absence
      of Certain Litigation

                                	
                                  65

                                
	
                                  ARTICLE
      9

                                
	
                                  INDEMNIFICATION

                                	
                                  65

                                
	
                                  Section
      9.1

                                	
                                  Survival;
      Right To Indemnification Not Affected By Knowledge or
      Materiality

                                	
                                  65

                                
	
                                  Section
      9.2

                                	
                                  Indemnification
      By Seller

                                	
                                  66

                                
	
                                  Section
      9.3

                                	
                                  Indemnification
      by Buyer

                                	
                                  67

                                
	
                                  Section
      9.4

                                	
                                  Special
      Indemnification Provision Regarding Environmental Matters

                                	
                                  67

                                
	
                                  Section
      9.5

                                	
                                  Defense
      of Third Party Actions

                                	
                                  69

                                
	
                                  Section
      9.6

                                	
                                  Payment
      of Indemnification

                                	
                                  70

                                
	
                                  Section
      9.7

                                	
                                  Miscellaneous

                                	
                                  71

                                
	
                                  ARTICLE
      10

                                
	
                                  AGREEMENTS
      AFTER CLOSING

                                	
                                  71

                                
	
                                  Section
      10.1

                                	
                                  Further
      Assurances

                                	
                                  71

                                
	
                                  Section
      10.2

                                	
                                  Transition
      Services

                                	
                                  71

                                
	
                                  Section
      10.3

                                	
                                  Collected
      Receivables.  To the extent that Company collects any amounts
      owing on the receivables listed on Schedule 3.13(a) after Closing, Company
      shall remit such funds, less any expenses incurred in effecting such
      collection, to Seller on a quarterly basis.

                                	
                                  72

                                
	
                                  Section
      10.4

                                	
                                  Merger
      Expenses.  Buyer shall reimburse Seller for all reasonable
      incurred expenses incurred by Seller or Company, as applicable, in
      connection with the formation of GEM NewCo, the formation of GEM LP, and
      the Merger of Company into GEM LP.  Provided however, such
      expenses shall not include any Taxes.

                                	
                                  72

                                
	
                                  Section
      10.5

                                	
                                  Non-Compete;
      Non-solicitation

                                	
                                  72

                                
	
                                  Section
      10.6

                                	
                                  Customer
      And Other Business Relationships

                                	
                                  72

                                
	
                                  Section
      10.7

                                	
                                  Assistance
      In Proceedings

                                	
                                  73

                                
	
                                  Section
      10.8

                                	
                                  Retention
      Of And Access To Records

                                	
                                  73

                                
	
                                  Section
      10.9

                                	
                                  Use
      of GEM logo

                                	
                                  73

                                
	
                                  Section
      10.10

                                	
                                  Employees
      and Employee Benefits

                                	
                                  73

                                
	
                                  Section
      10.11

                                	
                                  Confidentiality

                                	
                                  74

                                
	
                                  Section
      10.12

                                	
                                  Actions
      with Respect to Closure Deposit

                                	
                                  75

                                
	
                                  ARTICLE
      11

                                
	
                                  TAX
      MATTERS

                                	
                                  75

                                
	
                                  Section
      11.1

                                	
                                  Allocation
      of Tax Liabilities

                                	
                                  75

                                
	
                                  Section
      11.2

                                	
                                  Tax
      Characterization

                                	
                                  76

                                
	
                                  Section
      11.3

                                	
                                  Allocation
      of Purchase Price

                                	
                                  76

                                
	
                                  Section
      11.4

                                	
                                  Cooperation

                                	
                                  76

                                
	
                                  Section
      11.5

                                	
                                  Tax
      Refunds

                                	
                                  76

                                
	
                                  Section
      11.6

                                	
                                  Transfer
      Taxes

                                	
                                  76

                                
	
                                  ARTICLE
      12

                                
	
                                  TERMINATION
      OF AGREEMENT

                                	
                                  77

                                
	
                                  Section
      12.1

                                	
                                  Termination

                                	
                                  77

                                
	
                                  Section
      12.2

                                	
                                  Casualty
      Loss

                                	
                                  77

                                
	
                                  Section
      12.3

                                	
                                  Effect
      of Termination

                                	
                                  77

                                
	 	 	 


                        

                      

                    

                     

                    
                      
                        
                        

                      

                      
                        iii

                        
                          

                        

                      

                      
                        
                        

                      

                    

                     

                    	 	 	 
	
                            Section
      12.4

                          	
                            Right
      to Proceed

                          	
                            78

                          
	
                            ARTICLE
      13

                          
	
                            MISCELLANEOUS

                          	
                            78

                          
	
                            Section
      13.1

                          	
                            Fees
      and Expenses

                          	
                            78

                          
	
                            Section
      13.2

                          	
                            Notices

                          	
                            78

                          
	
                            Section
      13.3

                          	
                            Publicity
      and Disclosures

                          	
                            79

                          
	
                            Section
      13.4

                          	
                            Time
      Period

                          	
                            79

                          
	
                            Section
      13.5

                          	
                            Entire
      Agreement

                          	
                            79

                          
	
                            Section
      13.6

                          	
                            Severability

                          	
                            80

                          
	
                            Section
      13.7

                          	
                            Assignability
      and No Third Party Beneficiary

                          	
                            80

                          
	
                            Section
      13.8

                          	
                            Amendment
      and Waiver

                          	
                            80

                          
	
                            Section
      13.9

                          	
                            Governing
      Law and Jurisdiction

                          	
                            81

                          
	
                            Section
      13.10

                          	
                            Counterparts

                          	
                            81

                          
	
                            Section
      13.11

                          	
                            Effect
      of Table of Contents and Headings

                          	
                            81

                          


                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

       

      PURCHASE
AGREEMENT

      


      AGREEMENT
entered into as of November 25, 2009 among Luntz Acquisition (Delaware), LLC,
a Delaware limited liability company (“Buyer”), General Environmental
Management, Inc., a Delaware corporation (the “Company”), and General
Environmental Management, Inc., a Nevada corporation, being the holder of all of
the issued and outstanding capital stock of the Company (the “Seller”).

      


      RECITALS:

      


      WHEREAS,
as of the date hereof, Seller owns all of the outstanding shares of stock of the
Company (the “Company
Shares”);

      


      WHEREAS,
in anticipation of the transactions contemplated by this Agreement and as more
fully detailed herein, prior to the Closing (as defined herein), Seller shall
cause to be formed a Delaware corporation that shall be wholly-owned by Seller
and be named GEM NewCo, Inc., or a name similar thereto (“GEM NewCo”);

      


      WHEREAS,
in anticipation of the transactions contemplated by this Agreement and as more
fully detailed herein, prior to the Closing (as defined herein), Seller shall
cause to be formed a Delaware limited partnership, the sole limited partner of
which shall be Seller and the sole general partner of which shall be GEM NewCo,
which limited partnership shall be named GEM Pomona LP, or a name similar
thereto (“GEM
LP”);

      


      WHEREAS,
the general partnership interest that shall be owned by GEM NewCo shall
represent a non-economic interest in GEM LP;

      


      WHEREAS,
in anticipation of the transactions contemplated by this Agreement and as more
fully detailed herein, prior to the Closing (as defined herein) the Company
shall be merged with and into GEM LP, with GEM LP surviving the merger (the
“Merger”);

      


      WHEREAS,
following the effectiveness of the Merger, Seller is willing to sell all of the
limited partner interests of GEM LP (the “LP Interests”) and all of the
outstanding shares of stock of GEM NewCo (the “NewCo Shares”) to
Buyer;

      


      WHEREAS,
following the effectiveness of the Merger, Buyer wishes to acquire all of the LP
Interests and NewCo Shares (sometimes collectively referred to herein as the
“Purchased Interests”);
and

      


      WHEREAS,
for income tax purposes, it is intended that the purchase of the Purchased
Interests be treated as a purchase of assets for income tax
purposes;

      


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

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      ARTICLE
1

       

      GENERAL

      


      


      
        Section
1.1  General
Definitions.

      

       

      In
addition to the specific definitions in Sections 1.2 et seq.
of this Agreement, for purposes of this Agreement, the following terms have the
indicated meanings:

      


      “Active
Employees” means all employees employed on the Closing Date by the Company and
the Company subsidiaries for their respective business who are: employed
exclusively in such business as currently conducted, including employees on
temporary leave of absence, including family medical leave, military leave,
temporary disability or sick leave, but excluding employees on long-term
disability leave.

      


      “Acquisition
Transaction” has the meaning specified in Section
5.8(a).

      


      “Ancillary
Agreements” means collectively, the Merger Documents, the Joinder Agreements,
the GEM LP/NewCo Documents, the Voting Agreement, the Paydown and Release
Letter, Romic Settlement, if any, and CH Settlement, if any.

      


      “Base
Balance Sheet” has the meaning specified in Section
3.8(b).

      


      “Base
Balance Sheet Date” has the meaning specified in Section
3.8(b).

      


      “Best
Efforts or “best efforts” means the efforts that a reasonable Person desirous of
achieving a result would use in similar circumstances to ensure that such result
is achieved as expeditiously as possible.

      


      “Business
Day” means any day of the year on which national banking institutions in New
York, New York are open to the public for conducting business and are not
required or authorized to close.

      


      “Business
Information” has the meaning specified in the definition of “Intellectual
Property Rights” in this Section
1.1.

      


      “Buyer”
has the meaning specified in the first paragraph of this Agreement.

      


      “Clean
Harbors” has the meaning specified in Section
5.12.

      


      “CH
Settlement” has the meaning specified in Section
5.12.

      


      “Closing”
has the meaning specified in Section
2.4.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      “Closing
Balance Sheet” means the consolidated balance sheet date of the Company and the
Company Subsidiaries as of the Closing Date, to be prepared by Buyer in
connection with Buyer’s determination of the Closing Net Working Capital Amount
and in accordance with Exhibit 1.1(a), as
applicable.

      


      “Closing
Date” means the date and time as of which the Closing actually takes
place.

      


      “Closing
Net Working Capital Amount” means the aggregate net working capital of the
Company and the Company Subsidiaries, taken together, immediately upon
completion of the Closing after giving effect to the transactions described in
this Agreement, as calculated in accordance with Exhibit 1.1(a)
attached hereto.  For the avoidance of doubt, the following (without
limitation) shall be excluded from the calculation of the Closing Net Working
Capital Amount: (i) the current portion of capitalized leases; (ii) Receivables
not included on the Base Balance Sheet pursuant to Section 3.13 hereof;
and (iii) any amounts payable pursuant Sections 5.9, 5.10 and
5.14.

      


      “Closure
Deposit” means the $900,046.18 cash deposit being held in a trust account with
Union Bank of California, Account number 6711730900 for the benefit of the
Department of Toxic Substances Control, a department of the State of California
(the “DTSC”) with respect to closure and post-closure obligations of Seller
relating to the Owned Real Property.

      


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

      


      “Company”
has the meaning in the Recitals of this Agreement, subject to Section 1.5
hereof.

      


      “Company
Shares” has the meaning specified in the Recitals of this Agreement; provided, however, that
following the consummation of the Merger as contemplated herein, the term
“Company Shares” shall refer to the Purchased Interests, unless the context
otherwise requires.

      


      “Company
Subsidiaries” means Island Environmental Services, Inc. and General
Environmental Management of Rancho Cordova, LLC.  For the purposes of
Article 3, “Company Subsidiaries” means Island Environmental Services, Inc.,
General Environmental Management of Rancho Cordova, LLC, Hazpak Environmental
Services, Inc. and GEM 6 Acquisitions Corporation.

      


      “Competing
Business” has the meaning specified in Section
3.26(b).

      


      “Confidential
Information” has the meaning specified in Section
10.9.

      


      “Consent”
means any approval, consent, ratification, waiver, or other authorization
(including any Governmental Authorization).

      


      “Court
Order” means a court order, judgment, administrative or judicial order, writ,
decree, stipulation, arbitration award or injunction.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      “CVC” has
the meaning specified in Section
7.7(a).

      


      “CVC
Related Party Agreement” has the meaning specified in Section
3.26(d).

      


      “CVC
Voting Agreement” has the meaning specified in Section
7.7(a)(ii).

       

      “Deloitte”
means Deloitte Tax LLP.

       

      “Deloitte
Tax Closing Certificate” means a statement prepared by Deloitte that sets forth
the calculation of the Seller Group’s estimated aggregate liabilities for
federal, state and local income and franchise Taxes for the taxable period
ending December 31, 2010, including, without limitation, liabilities arising
from or attributable to the sale of the Purchased Interests and the Merger,
which calculation shall include an estimate by Deloitte of the amount of any net
operating loss carry forwards that are available for use by the Seller Group for
federal, state, and local income and franchise Tax purposes with respect to such
estimated income and franchise Tax liabilities.

      


      “Disputed
Amount” has the meaning specified in Section
2.6(d).

      


      “Effective
Time” has the meaning specified in Section
2.4.

      


      “Encumbrance”
means any charge, claim, community property interest, condition, equitable
interest, lien, option, pledge, security interest, right of first refusal, right
of first offer, easement, covenant or restriction of any kind, including any
restriction on use, voting, transfer, receipt of income, or exercise of any
other attribute of ownership.

      


      “Exchange
Act” means the United States Securities Exchange Act of 1934, as amended, or any
successor law, and regulations and rules issued pursuant to that act or any
successor law.

      


      “GAAP”
means generally accepted United States accounting principles, including the
standards and interpretations of the Financial Accounting Standards Board and
the SEC, consistently applied, and in the case of the Company applied on a basis
consistent with the basis on which the Balance Sheet and the other financial
statements referred to in Section 3.8 were
prepared.

      


      “GEM LP”
has the meaning specified in the Recitals of this Agreement.

      


      “GEM
LP/NewCo Documents” has the meaning specified in Section
3.31(g).

      


      “GEM
NewCo” has the meaning specified in the Recitals of this Agreement.

      


      “Governmental
Authority” means any governmental body, whether national, state, regional, local
(or any subdivision or agency of any of the foregoing) of either the United
States or any foreign nation.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      “Governmental
Authorization” means any approval, consent, license, permit, waiver, or other
authorization issued, granted, given, or otherwise made available by or under
the authority of any Governmental Authority.

       

      “Great
West” has the meaning specified in Section
5.10(a).

      


      “Holdback
Distribution Date” has the meaning specified in Section
2.6(c).

      


      “Holdback
Fund” has the meaning specified in Section
2.6(a).

      


      “Indebtedness”
means any item, except capital stock and surplus and reserves which are mere
segregations of surplus, which would be included on the liability side of the
balance sheet of the Company and the Company Subsidiaries as of the date as of
which Indebtedness is to be determined, all in accordance with
GAAP.

      


      “Intellectual
Property Rights” means (i) patents, patent applications, trademarks or service
marks (whether registered or unregistered), trade mark or service mark
applications, trade names, copyrights, computer software, mask works and (ii)
all customer lists, and manufacturing and other secret processes and
technologies and other confidential business information (the items identified
in clause (ii) hereof, collectively, “Business Information”).

      


      “IRS”
means the United States Internal Revenue Service or any successor agency, and,
to the extent relevant, the United States Department of the
Treasury.

      


      “Island
Sellers” has the meaning specified in Section
7.7(b).

      


      “Joinder
Agreement” has the meaning specified in Section
5.11(b).

      


      “Knowledge”--an
individual will be deemed to have “Knowledge” of a particular fact or other
matter if (i) such individual is actually aware of such fact or other matter; or
(ii) a prudent individual could be expected to discover or otherwise become
aware of such fact or other matter in the course of conducting a reasonably
comprehensive investigation concerning the existence of such fact or other
matter.  A Person (other than an individual) will be deemed to have
“Knowledge” of a particular fact or other matter if any individual who is
serving, or who has at any time served, as a director, officer, partner,
executor, or trustee of such Person or, with respect to the Company, of Seller
(or in any similar capacity) has, or at any time had, Knowledge of such fact or
other matter.

      


      “Law”
includes any statute, law, ordinance, rule or regulation of a Governmental
Authority.

      


      “Leased
Real Property” has the meaning specified in Section
3.12(b).

      


      “LP
Interests” has the meaning specified in the Recitals of this
Agreement.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      “Management
Voting Agreement” has the meaning specified in Section
7.7(z).

      


      “Material
Adverse Change” or “Material Adverse Effect” means, when used in connection with
a Person, any change, effect, event, occurrence or state of facts that, by
itself or in conjunction with all other such changes, effects, events,
occurrences or states of facts, whether or not arising in the Ordinary Course of
Business, is, or reasonably would be expected to be, material and adverse to the
financial condition (including working capital, earnings, and reserves),
properties, assets, liabilities, business, prospects or operations of the
Person’s business.

      


      “Material
Consents” has the meaning specified in Section
7.6.

      


      “Material
Contract” has the meaning specified in Section
3.14(a).

      


      “Material
Personal Property” has the meaning specified in Section
3.12(c).

      


      “Material
Customer” means one that accounted for more than five percent by value of the
orders of the Company in either of the last two fiscal years.

      


      “Material
Supplier” means one that accounted for more than five percent by value of the
orders of the Company for purchase of all its raw materials and other products
essential to its operations in either of the last two fiscal years.

      


      “Merger”
has the meaning specified in the Recitals of this Agreement.

      


      “Merger
Documents” has the meaning specified in Section
7.8(b).

      


      “MTS
Agreement” means that that certain Stock Purchase Agreement by and among
Company, MTS Acquisition Company, Inc., GEM Mobile Treatment Services, Inc. and
Seller, dated August 17, 2009.

      


      “Net
Working Capital Deficiency Amount” has the meaning specified in Section
2.5(e).

      


      “Nevada
Law” means the Nevada Revised Statutes, including without limitation Section
78.565 thereunder.

      


      “NewCo
Shares” has the meaning specified in the Recitals of this
Agreement.

      


      “Ordinary
Course of Business” means an action taken by a Person will be deemed to have
been taken in the “Ordinary Course of Business” only if (i) such action is
consistent with the past practices of such Person and is taken in the ordinary
course of the normal day-to-day operations of such Person; (ii) such action is
not required to be authorized by the board of directors of such Person (or by
any Person or group of Persons exercising similar authority) and is not required
to be specifically authorized by the parent company (if any) of such Person; and
(iii) such action is similar in nature and magnitude to actions customarily
taken, without any authorization by the board of directors (or by any Person or
group of Persons exercising similar authority), in the ordinary course of the
normal day-to-day operations of other Persons that are in the same line of
business as such Person.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      “Organizational
Documents” means the certificate of incorporation or equivalent document
(including, without limitation, a certificate of formation or equivalent
document with respect to a limited partnership or limited liability company) and
by-laws of a corporation or equivalent document for a Person that is not a
corporation (including, without limitation, a partnership agreement with respect
to a limited partnership or an operating agreement or equivalent document with
respect to a limited liability company), and the corresponding documents of
other business forms, and any amendment of any of the foregoing.

      


      “Owned
Real Property” has the meaning specified in Section
3.12(a).

      


      “Paydown
and Release Letter” has the meaning specified in Section
7.7(a)(i).

      


      “Passarelli
Judgment” means that stipulated judgment entered in Francis Passarelli v.
General Environmental Management, Inc.; Timothy Koziol; John Brunkow; and Does,
Case No. 07-CC-04029 in the Superior Court of California, County of
Orange.

      


      “Person”
means any natural person, corporation, limited liability company, general
partnership, limited partnership, proprietorship, other business organization or
entity, trust, union, association or Governmental Authority.

      


      “Proceeding”
means any (i) action, suit or proceeding (whether civil, criminal, or
administrative) commenced by any person and heard by or before any Governmental
Authority or any arbitrator, or (ii) any investigation or hearing conducted by
any Governmental Authority.

      


      “Proposed
Sale” has the meaning specified in Section
3.30(a).

      


      “Proxy
Statement” has the meaning specified in Section
3.28(b).

      


      “Purchase
Price” has the meaning specified in Section
2.2(a).

      


      “Purchased
Interests” has the meaning specified in the Recitals of this
Agreement.

      


      “Receivables”
means accounts receivable, trade accounts, notes receivable, contract
receivables, unbilled invoices and other receivables.

      


      “Real
Property” means the Owned Real Property and the Leased Real
Property.

      


      “Real
Property Contracts” has the meaning specified in Section
3.12(e).

      


      “Related
Person” means:

      


      (a) with
respect to a specified individual: (i) each other member of such individual’s
family (related by blood or marriage to the second degree); (ii) any person that
is directly or indirectly controlled by such individual or one or more members
of such individual’s family; (iii) any person in which such individual or
members of such individual’s family hold (individually or in the aggregate) a
greater than 10% financial interest; and (iv) any person with respect to which
such individual or one or more members of such individual’s family serves as a
director, officer, partner, executor, or trustee (or in a similar
capacity).

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (b) With
respect to a specified person other than an individual: (i) any person that
directly or indirectly controls, is directly or indirectly controlled by, or is
directly or indirectly under common control with such specified person; (ii)
each person that serves as a director, officer, partner, executor, or trustee of
such specified person (or in a similar capacity); (iii) any person with respect
to which such specified person serves as a general partner or a trustee (or in a
similar capacity); (iv) any person in which such specified person holds a
greater than 10% financial interest; (v) any person that holds a greater than
10% financial interest in such specified person; and (vi) any Related Person of
any individual described in clause (iv) or (v).

       

      “Representative”
means with respect to a particular person, any director, officer, employee,
agent, consultant, advisor, or other authorized representative of such person,
including legal counsel, accountants, and financial advisors.

      


      “Retained
Purchase Price” has the meaning specified in Section
2.2.

      


      “Review
Period” has the meaning specified in Section
2.5(b).

      


      “Romic”
has the meaning specified in Section
5.12.

      


      “Romic
Settlement” has the meaning specified in Section
5.12.

      


      “Sale”
has the meaning specified in Section
2.1.

      


      “SEC”
means the United States Securities and Exchange Commission, or any other Federal
agency at the time administering the securities laws of the United
States.

      


      “Seller”
has the meaning specified in the first paragraph of this Agreement.

      


      “Seller
Board Recommendation” has the meaning specified in Section
3.5(b).

      


      “Seller
Group” means Seller, the Company, the Company Subsidiaries, and each other
direct or indirect subsidiary of the Seller.

      


      “Seller
Stockholder Approval” has the meaning specified in Section
3.5(a).

      


      “Seller
Stockholder Meeting” has the meaning specified in Section
5.13.

      


      “Statement
of Objection” has the meaning specified in Section
2.5(c).

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      “Subs
Equity” has the meaning specified in Section
3.4.

      


      “Tax
Affiliate” means each of the Company, the Company Subsidiaries, Seller, GEM
NewCo and any other Person that is or was a member of an affiliated, combined or
unitary group of which the Company is or was a member.

      


      “Taxes”
means all taxes, charges, fees, levies or other assessments, including all net
income, gross income, gross receipts, sales, use, ad valorem, transfer,
franchise, profits, license, withholding, payroll, employment, social security,
unemployment, excise, estimated, severance, stamp, occupation, environmental,
personal property, real property or other taxes, customs duties, fees,
assessments or charges of any kind whatsoever, including all interest and
penalties thereon, and additions to tax or additional amounts imposed by any
Governmental Authority upon the Company, the Company Subsidiaries or any Tax
Affiliate.  For purposes of this Agreement, “Taxes” also includes any
obligations under any agreements or arrangements with any person with respect to
the liability for, or sharing of, Taxes (including pursuant to Treasury
Regulation 1.1502-6 or comparable provisions of state, local or foreign Tax law)
and including any liability for Taxes as a transferee or successor, by contract
or otherwise.

      


      “Tax
Returns” means all returns, declarations, reports, estimates, information
returns, elections, consents, notices, forms, documents and statements
(including all schedules, exhibits and other attachments thereto) relating to
any Taxes.

      


      “Transfer”
has the meaning specified in Section
7.7(o).

      


      “Treasury
Regulations” means the rules and regulations under the Code.

       

      “Waste
Water Acquisition” has the meaning specified in Section
7.7(d).

      
 

      
        Section
1.2  Special
Definitions Related To ERISA.

      

       

      For the
purposes of this Agreement, the following terms related to ERISA shall have the
indicated meanings:

      


      “401(k)
Plan” has the meaning specified in Section
5.9.

      


      “Benefit
Plan” means any agreement, plan, arrangement, program, practice, or policy,
written or oral, relating to current or former employees of the Company or of
any ERISA Affiliate of the Company which is:

      


      (i) an
employee benefit plan within the meaning of Section 3(3) of ERISA
(hereafter, an “Employee Benefit Plan”);

       

      (ii) or a
multiemployer plan within the meaning of Section 3(37) or
4001(a)(3) of ERISA (hereafter a “Multi-Employer Plan”); or

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (iii) a
compensation, bonus, non-qualified deferred compensation, stock purchase, stock
option, stock bonus, stock appreciation, phantom stock, stock purchase, stock
issuance, severance, perquisite, fringe benefit, health, welfare, life,
disability or other benefit plan, fund, program, arrangement or practice which
is not covered by clause (i) or (ii) above (including written or oral policies
and practices related to vacation pay, holiday time, moving expense
reimbursement programs, sick leave and salary reduction agreements,
change-in-control agreements, and severance agreements).

       

      (For
purposes of this Agreement, “ERISA Benefit Plan” refers to plans or arrangements
under clauses (i) and (ii) only, and “Benefit Plan” refers to plans or
arrangements under clauses (i) - (iii).)

      


       “Employee
Benefit Plan” – see “Benefit Plan” above.

      


      “ERISA”
means the United States Employee Retirement Income Security Act of 1974 or any
successor law, and regulations and rules issued pursuant to that Act or any
successor law.

      


      “ERISA
Affiliate” means, with respect to the Company, any other entity that, together
with the Company, would be treated as a single employer under Code §
414.

      


      “ERISA
Benefit Plan” – see “Benefit Plan” above.

      


      “Multi-Employer
Plan” – see “Benefit Plan” above.

      


      “PBGC”
means the Pension Benefit Guaranty Corporation or any successor
thereto.

      


      “Qualified
Plan” means any Benefit Plan that meets or purports to meet the requirements of
Code § 401(a).

      


      “VFC
Program” has the meaning specified in Section
5.9(b).

      


      “Welfare
Plan” has the meaning specified in Section
5.10.

       

      
        Section
1.3  Special
Definitions Related to Environmental Matters.

         

      

      For
purposes of this Agreement, the following terms related to environmental matters
shall have the indicated meanings:

      


      “Environment”
means soil, land surface or subsurface strata, surface waters (including
navigable waters, ocean waters, streams, ponds, drainage basins, and wetlands),
groundwaters, drinking water supply, stream sediments, ambient air (including
indoor air), plant and animal life, and any other environmental medium or
natural resource.

      


      “Environmental,
Health, and Safety Liabilities” means any cost, damages, expense, liability,
obligation, or other responsibility arising from or under Environmental Law or
Occupational Safety and Health Law and consisting of or relating
to:

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      (i) any
environmental, health, or safety matters or conditions (including on-site or
off-site contamination, occupational safety and health, and regulation of
chemical substances or products);

       

      (ii) fines,
penalties, judgments, awards, settlements, legal or administrative proceedings,
damages, losses, claims, demands and response, investigative, remedial, or
inspection costs and expenses arising under Environmental Law or Occupational
Safety and Health Law;

       

      (iii) financial
responsibility under Environmental Law or Occupational Safety and Health Law for
cleanup costs or corrective action, including any investigation, cleanup,
removal, containment, or other remediation or response actions (“Cleanup”) required by
applicable Environmental Law or Occupational Safety and Health Law (whether or
not such Cleanup has been required or requested by any Governmental Body or any
other person) and for any natural resource damages; or

       

      (iv) any other
compliance, corrective, investigative, or remedial measures required under
Environmental Law or Occupational Safety and Health Law.

       

      “Environmental
Law” means those Laws related to the protection of public health, worker safety,
the Environment or the management of pollution or Hazardous Materials, including
but not limited to, the Comprehensive Environmental Response, Compensation and
Liability Act, the Resource Conservation and Recovery Act, the Clean Air Act,
the Clean Water Act, the Toxic Substances Control Act, the Emergency Planning
and Community Right-to-Know Act of 1986, the Hazardous Materials Transportation
Act, the Federal Water Pollution Control Act, and any
similar  foreign, state, or local Laws.

      


      “Environmental
Site” means any of the properties or facilities now or formerly owned or leased
by the Company, the former parent corporation of the Company, Seller, the
Company Subsidiaries or any of their respective
predecessors-in-interest.

      


      “Hazardous
Materials” means any waste or other substance that is listed, defined,
designated, or classified as, or otherwise determined to be, hazardous,
radioactive, or toxic or a pollutant or a contaminant under or pursuant to any
Environmental Law, including any admixture or solution thereof, and specifically
including petroleum and all derivatives thereof or synthetic substitutes
therefor and asbestos or asbestos-containing materials.

      


      “Occupational
Safety and Health Law” means any Law designed to provide safe and healthful
working conditions and to reduce occupational safety and health hazards, and any
program, whether governmental or private (including those promulgated or
sponsored by industry associations and insurance companies), designed to provide
safe and healthful working conditions.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


      “Release”
means any spilling, leaking, emitting, discharging, depositing, escaping,
leaching, dumping, or other releasing into the Environment, whether intentional
or unintentional. The terms “removal,” “remedial,” and “response action,”
include the types of activities covered by the United States Comprehensive
Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et
seq., as amended (“CERCLA”).

       

      
        Section
1.4  Special
Definitions Related to Indemnification.

         

      

      “Buyer’s
Indemnified Persons” means Buyer, its parent and other affiliated Persons
(including, after the Closing, GEM LP, GEM NewCo and the Company Subsidiaries)
and their respective directors, officers, employees, members, owners,
stockholders, affiliates and Representatives.

      


      “Indemnified
Person” means any Person entitled to be indemnified under Article
9.

      


      “Indemnifying
Person” means any Person obligated to indemnify another person under Article
9.

      


      “Losses”
means all losses, liabilities, damages, fines, penalties, payments, Taxes and
obligations, and all expenses related thereto.  Losses shall include
any reasonable legal fees and costs incurred by any of the Indemnified Persons
subsequent to the Closing in defense of or in connection with any alleged or
asserted liability, payment or obligation, whether or not any liability or
payment, obligation or obligation is ultimately imposed against the Indemnified
Persons and whether or not the Indemnified Persons are made or become parties to
any such action.

      


      “Third
Party Action” means any written assertion of a claim, or the commencement of any
action, suit, or proceeding, by a third party as to which any Person believes it
may be an Indemnified Person hereunder.

       

      
        Section
1.5  Usage.

      

       

      (a) In this
Agreement, unless a clear contrary intention appears:

       

      (i) the
singular number includes the plural number and vice versa;

       

      (ii) reference
to any Person includes such Person’s successors and assigns but, if applicable,
only if such successors and assigns are not prohibited by this Agreement, and
reference to a Person in a particular capacity excludes such Person in any other
capacity or individually;

       

      (iii) reference
to any gender includes each other gender;

       

      (iv) reference
to any agreement, document or instrument means such agreement, document or
instrument as amended or modified and in effect from time to time in accordance
with the terms thereof;

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (v) reference
to any Law means such Law as amended, modified, codified, replaced or reenacted,
in whole or in part, and in effect from time to time, including rules and
regulations promulgated thereunder, and reference to any section or other
provision of any Law means that provision of such Law from time to time in
effect and constituting the substantive amendment, modification, codification,
replacement or reenactment of such section or other provision;

       

      (vi) “hereunder,”
“hereof,” “hereto,” and words of similar import shall be deemed references to
this Agreement as a whole and not to any particular Article, Section or other
provision hereof;

       

      (vii) “including”
(and with correlative meaning “include”) means including without limiting the
generality of any description preceding such term;

       

      (viii) “or” is
used in the inclusive sense of “and/or”;

       

      (ix) with
respect to the determination of any period of time, “from” means “from and
including” and “to” means “to but excluding”; and

       

      (x) references
to documents, instruments or agreements shall be deemed to refer as well to all
addenda, exhibits, schedules or amendments thereto.

       

      (b) Unless
otherwise specified herein, all accounting terms used herein shall be
interpreted and all accounting determinations hereunder shall be made in
accordance with GAAP.

       

      (c) This
Agreement was negotiated by the parties with the benefit of legal
representation, and any rule of construction or interpretation otherwise
requiring this Agreement to be construed or interpreted against any party shall
not apply to any construction or interpretation hereof.

       

      (d) For the
purposes of this Agreement, including without limitation Article 3, Article 5,
Article 7 and Article 9, in each case unless the context otherwise
requires:

       

      (i) following
the effectiveness of the Joinder Agreement but prior to the effectiveness of the
Merger, references to the Company shall be deemed to refer, and shall refer, to
the Company, GEM NewCo and GEM LP; and

       

      (ii) following
the effectiveness of the Merger (A) references to the Company shall be deemed to
refer, and shall refer, to GEM NewCo and GEM LP and (B) references to Company
Shares shall be deemed to refer to NewCo Shares and LP Interests, as
appropriate.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      ARTICLE
2

       

      PURCHASE
AND SALE OF PURCHASED INTERESTS

       

      
        Section
2.1  Purchase
of Purchased Interests.

      

       

      Subject
to the provisions of this Agreement (including without limitation the prior
effectiveness of the Merger), Seller agrees to sell, and Buyer agrees to
purchase, at the Closing, the Purchased Interests, which Purchased Interests
shall constitute at the Closing (i) 100% of the issued and outstanding capital
stock of GEM NewCo and (ii) 100% of the issued and outstanding limited partner
interests of GEM LP (collectively, the “Sale”).  Notwithstanding
anything to the contrary contained in this Agreement, Buyer acknowledges and
agrees that it shall not acquire, as a result of this Agreement or the
transactions contemplated hereby, any rights, claims or interests in any
royalties arising out of or relating to the MTS Agreement.

       

      
        Section
2.2  Purchase
Price and Payment.

      

       

      (a) Subject
to the terms and conditions of this Agreement, the Purchased Interests shall be
purchased by Buyer at the Closing for an aggregate purchase price of $14,000,000
(the “Purchase Price”),
less any adjustment as provided in Sections 2.5 and 2.6
hereof.

       

      (b) In
accordance with Section 2.2(a) and subject
to Section 2.6
hereof, the Purchase Price shall be paid at the Closing in cash by certified or
bank check or by wire transfer of funds; provided, however, that the
Purchase Price will be reduced by a reasonable estimate by Buyer of the Net
Working Capital Deficiency Amount, which amount (“Retained Purchase Price”)
shall be retained by Buyer and will be subsequently paid to Seller if and as
determined, and to the extent provided for and in accordance with Section 2.5
hereof.  To the extent payment is to be made by wire transfer of
funds, Seller shall designate the account(s) into which such funds are to be
wired, and the amounts to be deposited into each such account, in writing to
Buyer at least three Business Days prior to the Closing.

       

      
        Section
2.3  Instruments
of Conveyance.

         

      

      (a) Seller
shall deliver to Buyer certificates for all the Purchased Interests owned by
Seller, duly endorsed in blank for transfer, or with stock powers attached duly
executed in blank, with all signatures guaranteed by a financial
institution;

       

      (b) Seller
shall, in addition to any other documents to be delivered under other provisions
of this Agreement, deliver:

       

      (i) such
other documents as may be required to effect a valid transfer of the Company
Shares and Purchased Interests by Seller, free and clear of any and all
Encumbrances;

       

      (ii) such
other documents as may be required elsewhere in this Agreement (including
Articles 7 and 8 hereof) or may be reasonably requested by counsel to
Buyer.

       

      Such
instruments of transfer (i) shall be in the form and will contain the
warranties, covenants and other provisions (not inconsistent with the provisions
hereof) which are usual and customary for transferring the type of property
involved under the laws of the jurisdictions applicable to such transfers, (ii)
shall be in form and substance satisfactory to counsel for Buyer, and (iii)
shall effectively vest in Buyer good and marketable title to all the Company
Shares and Purchased Interests, free and clear of all Encumbrances.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      


      
        Section
2.4  Time
and Place of Closing.

      

       

      Subject
to the terms and conditions of this Agreement, the closing of the purchase and
sale provided for in this Agreement (herein called the “Closing”) shall be held at the
offices of Buyer, at 10am CST, on March 1, 2010 or at such other place, date or
time as may be fixed by mutual written agreement of the parties hereto (such
time the “Effective
Time”).

       

      
        Section
2.5  Net
Working Capital Adjustment of Purchase Price.

         

      

      If and to
the extent that the Closing Net Working Capital Amount, as calculated by Buyer
in accordance with Exhibit 1.1(a), shall
be less than $0, the Purchase Price otherwise payable hereunder pursuant to
Section 2.2
hereof shall be subject to downward adjustment following the Closing Date in
accordance with this Section
2.5.  For the avoidance of doubt and notwithstanding anything
herein or elsewhere to the contrary, there shall be no upward adjustment to the
Purchase Price otherwise payable hereunder pursuant to Section 2.2 hereof,
whether in connection with this Section 2.5 or
otherwise.

      


      (a) If Buyer
believes that the Closing Net Working Capital Amount is less than $0, Buyer
shall as soon as reasonably practicable, but in no event later than 45 days
after the Closing Date, deliver to Seller a schedule (the “Closing Net Working Capital
Schedule”) which shall include Buyer’s calculation of the Closing Net
Working Capital Amount.

       

      (b) Upon
receipt of Buyer’s calculation of the Closing Net Working Capital Amount, Seller
shall be permitted during the succeeding forty-five (45) day period (the “Review Period”) full access at
all reasonable times to the books and records of the Company as Seller may
reasonably request for the purpose of reviewing Buyer’s calculation of the
Closing Net Working Capital Amount.

       

      (c) On or
prior to the last day of the Review Period, Seller may object to Buyer’s
calculation of the Closing Net Working Capital Amount by delivering to Buyer a
written statement setting forth a reasonable basis for such objection (a “Statement of
Objection”).  If Seller fails to deliver a Statement of
Objections within the Review Period, Buyer’s calculation of the Closing Net
Working Capital Amount shall be deemed to have been accepted by the parties
hereto.  If Seller delivers a Statement of Objections within the
Review Period, Seller and Buyer shall negotiate in good faith to resolve such
objections, and, if the same are so resolved, the calculation of the Closing Net
Working Capital Amount, with such changes to the Closing Net Working Capital
Amount as have been agreed in writing by Seller and Buyer, shall be final and
binding.

       

      (d) If Seller
and Buyer shall fail to reach an agreement with respect to the matters set forth
in the Statement of Objection, then such matters shall, not later than fifteen
(15) days after Seller or Buyer affirmatively terminated discussions in writing
with respect to such Statement of Objection, be submitted for resolution to
Buyer’s independent auditors.  The scope of work of Buyer’s
independent auditors shall be limited to a review of the Closing Net Working
Capital Schedule and the Statement of Objection.  The determination
made by Buyer’s auditor shall be final, binding and conclusive on the parties
hereto.  The fees and expenses of the auditor shall be borne equally
by Buyer and Seller.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (e) If the
Closing Net Working Capital Amount is less than $0 (hereinafter, the “Net Working Capital Deficiency
Amount”), Buyer shall be entitled to withdraw and retain, and shall not
be required to pay Seller, the Net Working Capital Deficiency Amount out of the
Retained Purchase Price.  Any funds remaining in the Retained Purchase
Price after such withdrawal shall be paid to Seller.  If the funds in
the Retained Purchase Price are insufficient to satisfy the Net Working Capital
Deficiency Amount due to Buyer, Seller shall pay Buyer the amount of such
insufficiency by confirmed wire transfer within five (5) days after the Closing
Net Working Capital Amount has become final and binding.

       

      (f) The
Closing Balance Sheet shall be prepared in accordance with GAAP, subject to
Exhibit
1.1(a).  The same accounting principles, practices, procedures
and policies that were used in preparing the Base Balance Sheet shall be used in
preparing the Closing Balance Sheet, and the computational methods and
assumptions used in preparing the Base Balance Sheet shall be used in the
preparation of the Closing Balance Sheet and the calculation of the Closing Net
Working Capital Amount, subject to Exhibit 1.1(a).

       

      
        Section
2.6  Further
Adjustment to Purchase Price.

      

       

      The
Purchase Price otherwise payable by Buyer to Seller at Closing shall be subject
to further downward adjustment, as follows:

      


      (a) Buyer
shall withhold from the Purchase Price otherwise payable at Closing an amount of
$575,000 (as such amount may be increased as provided below, the “Holdback Fund”) to be applied
toward the indemnification obligations of Seller and the Company (but the
Company prior to the Closing, if any) pursuant to Section 9.2 and Section 9.4 hereof;
provided, however, Buyer shall be entitled to increase Holdback Fund by and
withhold the following additional amounts from the Purchase Price immediately
prior to the Effective Time:

       

      (i) $311,000,
if the CH Settlement is not entered into and consummated prior to such
time;

       

      (ii) $350,000,
if the Romic Settlement is not entered into and consummated prior to such time;
and

       

      (iii) $220,000,
if (x) Passarelli Judgment is not fully discharged and satisfied prior to such
time or (y) all amounts outstanding in connection with or otherwise related to
or arising from Passarelli Judgment are not paid in full or (z) a full and
complete release by Passarelli of Company and Company Subsidiaries, in a form
and substance acceptable to Buyer in its sole discretion, has not been signed
and delivered to Buyer.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      (b) Buyer
shall withhold from the Purchase Price otherwise payable at Closing (1) $425,000
(the “Initial Tax Holdback
Amount”) plus (2) the amount of estimated Tax liability set forth on the
Deloitte Tax Closing Certificate in excess of the Initial Tax Holdback Amount
(the “Additional Tax Holdback
Amount” and with the Initial Tax Holdback Amount, the “Tax Holdback
Amounts”).

       

      (c) Subject
to the terms and conditions of this Agreement, on the twelve (12) month
anniversary of the Closing Date (the “Holdback Distribution Date”),
Buyer shall remit to Seller any monies then remaining in the Holdback Fund, if
any, after application of Section 9.6(c) and, if and
to the extent applicable, Section
2.6(f).

       

      (d) Notwithstanding
Section 2.6(c),
Buyer shall be entitled to retain and not pay to Seller on the Holdback
Distribution Date any funds that are, in the reasonable estimate of Buyer, as of
the Holdback Distribution Date covered by or the subject of a claim for
indemnification hereunder by any of Buyer’s Indemnified Persons (any such funds,
the “Disputed
Amount”).

       

      (e) The
Disputed Amount shall be held by Buyer until the earlier of the following: (a)
Buyer and Seller mutually agree in writing on the disposition of the Disputed
Amount or (b) Buyer receives a certified copy of a final non-appealable judgment
of a court of competent jurisdiction with respect to the Disputed
Amount.  Not later than ten (10) Business Days after receipt by Buyer
of such written agreement or judgment, Buyer shall retain and/or pay the funds
in the Disputed Amount as required by such written agreement or judgment, as the
case may be.

       

      (f)           
(i)  Subject
to the terms and conditions of this Agreement, on the  receipt by
Buyer of proof acceptable to Buyer in its sole discretion of the filing of
Seller Group’s federal, state, and local income and franchise Tax Returns for
the taxable period ending December 31, 2010, in each case prepared and signed by
Deloitte, and the payment of Taxes shown as due thereon, Buyer shall remit to
Seller the  Tax Holdback Amounts.

       

      (ii)  Notwithstanding
anything in this Section 2.6(f), Buyer shall be entitled to retain and not pay
to Seller all or any portion of the Tax Holdback Amounts covered by or the
subject of a claim for indemnification hereunder by any of Buyer’s Indemnified
Persons (any such funds, the “Tax Disputed Amounts”).  The Tax
Disputed Amounts shall be subject to the same procedures and conditions set
forth in Section 2.6(e) as if such funds were a Disputed Amount; provided,
however, that if Seller Group has not (a) filed its Tax Returns, in each case
prepared and signed by Deloitte, for the taxable period ending December 31,
2010, by September 15, 2011, and (b) paid the amount of Taxes shown thereon,
 Buyer shall irrevocably retain, and shall have no liability to Seller with
respect to, the outstanding amounts of the Tax Holdback Amounts.  The
parties hereto acknowledge and agree that the amounts so irrevocably retained
represent a mutually agreed upon and reasonable estimation of the potential
liabilities that Buyer may incur as a result of Seller’s failure to comply with
its Tax obligations as contemplated hereunder and not a
penalty. 

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      (g) No
adjustment pursuant to this Section 2.6 shall be
duplicative of any adjustment to the Purchase Price as a result of Section 2.5
hereof.  Nothing in this Section 2.6 shall
relieve Seller (and prior to the Closing, the Company) of any liability to Buyer
for indemnification under this Agreement.

       

      (h) To the
extent such amounts are not included in the calculation of Closing Net Working
Capital Amount as current liabilities, the Purchase Price shall be reduced on a
dollar for dollar basis equal to the amount of correction, lost earnings and any
applicable fees (attorney’s or otherwise), taxes, and penalties, in the event
Seller, Company or any of the Company Subsidiaries, fails to perform any of the
conditions to Closing specified in Section 5.9 (“ERISA
Benefit Plan”), Section 5.10
(“Welfare Plan”), and Section 5.14
(“Payroll and Reimbursement”) hereof.

       

       

      ARTICLE
3

       

      REPRESENTATIONS
AND WARRANTIES OF THE COMPANY AND SELLER.

       

      The
Company and Seller hereby jointly and severally represent and warrant to Buyer
as follows:

      


      
        Section
3.1  Organization
and Qualification.

      

       

      (a) Each of
Seller, the Company and the Company Subsidiaries is a Person duly organized,
validly existing and in good standing under the laws of the state of its
incorporation or organization, as the case may be, with full power and authority
to own, operate, or lease its properties and to conduct its business in the
manner and in the places where such properties are owned or leased or such
business is conducted by it.  The copies of the respective
Organizational Documents of each of Seller, the Company and the Company
Subsidiaries (other than Hazpak Environmental Services, Inc. and GEM 6
Acquisitions Corporation) are attached as Schedule 3.1(a), and
are true, complete and correct.  None of Seller, the Company or the
Company Subsidiaries is in violation of its respective Organizational
Documents.

       

      (b) Each of
the Company and the Company Subsidiaries (other than Hazpak Environmental
Services, Inc. and GEM 6 Acquisitions Corporation) is duly qualified to do
business and in good standing as a foreign corporation in each of the
jurisdictions identified on Schedule 3.1(b) and
it is not required to be licensed or qualified to conduct its business or own
its property in any other jurisdiction.

       

      
        Section
3.2  Capitalization
of Company.

      

       

      (a) The
authorized capital stock of the Company consists of (i) 2000 shares of Common
Stock, $0.001 par value per share, of which 1000 shares are validly issued and
outstanding, and (ii) 1000 shares of preferred stock, of which 0 shares are
validly issued and outstanding.  The issuance of all of such issued
and outstanding shares was duly authorized and all such shares are fully paid
and nonassessable, were issued in compliance with applicable Federal and state
securities laws, and were not issued in violation of any Person’s preemptive
rights.  There are no shares of capital stock of the Company reserved
for any purpose.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      (b) There are
no (i) outstanding or authorized subscriptions, warrants, options or other
rights granted by the Company or Seller to purchase or acquire, or preemptive
rights with respect to the issuance or sale of, the capital stock of the
Company, or which obligate or may obligate the Company to issue any additional
shares of its capital stock or any securities convertible into or evidencing the
right to subscribe for any shares of its capital stock, (ii) securities of the
Company directly or indirectly convertible into or exchangeable for shares of
capital stock of the Company, (iii) “phantom” stock, stock appreciation rights
or agreements or similar rights or agreements which are intended to confer on
any Person rights similar to any rights accruing to owners of capital stock,
(iv) agreements relating to the voting of the Company’s capital stock, (v)
restrictions on the transferability of the Company’s capital stock (by
agreement, Organizational Documents, statute or otherwise), or (vi) other
agreements among Seller or any other Person relating to the Company
Shares.

       

      
        Section
3.3  Title
to Company Shares.

      

       

      Seller is
the record and beneficial owner of the Company Shares and, except as set forth
on Schedule
3.3, is in possession of the certificates evidencing such
ownership.  Seller does not own of record or beneficially any other
shares of capital stock of the Company, or any rights of the type described in
Section 3.2
(b).  The Company Shares will, upon their delivery at Closing
by Seller to Buyer, (i) be duly authorized, validly issued, fully paid and
nonassessable, (ii) be free and clear of all Encumbrances, and (iii) constitute
100% of the issued and outstanding capital stock of the Company.

      


      
        Section
3.4  Subsidiaries;
Partnerships; Investments.

      

       

      Except
for the Company Subsidiaries, neither the Company nor any of the Company
Subsidiaries (a) own any subsidiaries, or (b) is a partner or participant in any
joint venture or partnership of any kind with, or has an investment or an equity
interest in, any Person. The Company is the sole record and beneficial owner of
all of the capital stock and equity interest of each of the Company Subsidiaries
(all such capital stock and equity interest, the “Subs Equity”). The Subs Equity
will be at Closing: (i) duly authorized, validly issued, fully paid and
nonassessable, and (ii) free and clear of all Encumbrances.  There are
no (i) outstanding or authorized subscriptions, warrants, options or other
rights granted to purchase or acquire, or preemptive rights with respect to the
issuance or sale of, the Subs Equity, or which obligate or may obligate any of
the Company Subsidiaries to issue any addition Subs Equity or any securities
convertible into or evidencing the right to subscribe for any of the Subs
Equity, (ii) securities of the Company Subsidiaries directly or indirectly
convertible into or exchangeable for the Subs Equity, (iii) “phantom” stock,
stock appreciation rights or agreements or similar rights or agreements which
are intended to confer on any Person rights similar to any rights accruing to
owners of the Subs Equity, (iv) agreements relating to the voting of the Subs
Equity, (v) restrictions on the transferability of the Subs Equity (by
agreement, Organizational Documents, statute or otherwise except as expressly
set forth in such Organizational Documents), or (vi) other agreements among
Seller, the Company or any other Person relating to the Subs
Equity.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      


      
        Section
3.5  Authorization
of Transaction.

      

       

      (a) The
execution, delivery and performance by Seller of this Agreement and the
consummation by Seller of the transactions contemplated hereby are within the
corporate powers of Seller and, except for the required approval of Seller’s
stockholders in connection with the consummation of the Sale, have been duly
authorized by all necessary corporate action on the part of
Seller.  The affirmative vote of stockholders holding capital stock of
Seller entitling them to exercise at least a majority of the voting power of
Seller (the “Seller Stockholder Approval”) is the
only vote of the holders of any of Seller’s capital stock necessary in
connection with the consummation of the transactions contemplated by this
Agreement. The Agreement
is, and upon the Closing each Ancillary Agreement to which Seller is a party
will be, the legal, valid and binding obligation of Seller, enforceable against
Seller in accordance with its terms.

       

      (b) At a
meeting duly called and held, Seller’s board of directors has
(i) unanimously determined that this Agreement and the transactions
contemplated hereby are advisable and in the best interests of Seller’s
stockholders, and declared the Sale and this Agreement to be advisable,
(ii) unanimously approved and adopted this Agreement and the transactions
contemplated hereby and (iii) unanimously resolved to recommend Seller’s
stockholders grant the Seller Stockholder Approval (such recommendation, the
“Seller Board
Recommendation”).

       

      (c) The
Company has the unrestricted and absolute power, authority and capacity to
execute and deliver this Agreement and the Ancillary Agreements to which it is a
party and to perform its obligations hereunder and thereunder, and to carry out
the transactions contemplated hereby and thereby.  All necessary
action, corporate or otherwise, has been taken by the Company to authorize the
execution, delivery and performance of this Agreement and each of the Ancillary
Agreements to which it is a party and the transactions contemplated hereby and
thereby.  The Agreement has been, and each Ancillary Agreement will be
at the Closing, duly executed and delivered by the Company.  The
Agreement is, and upon the Closing each Ancillary Agreement to which the Company
is a party will be, the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.

       

      
        Section
3.6  No
Conflict of Transaction With Obligations and Laws.

      

       

      (a) Neither
the execution and delivery by Seller and the Company of this Agreement or any
Ancillary Agreement, nor the consummation of the transactions contemplated
hereby and thereby, will: (i) constitute a breach or violation of any provision
of the Organizational Documents of the Company or Seller, or any resolutions of
the Company’s or Seller’s Board of Directors; (ii) except as set forth on Schedule 3.6, require the
consent of any other party  under any loans, contracts, leases,
permits, licenses and other agreements to which the Company or Seller or any of
the Company Subsidiaries is a party or by which any of them is bound; (iii)
constitute (with or without the passage of time or the giving of notice) a
breach of, or default under, any debt instrument to which the Company or Seller
or any of the Company Subsidiaries is a party, or give any other Person the
right to accelerate any Indebtedness or terminate, modify or cancel any right;
(iv) constitute (with or without the passage of time or giving of notice) a
default under or breach of any other agreement, instrument or obligation to
which the Company or Seller or any of the Company Subsidiaries is a party or by
which each of them or their respective assets are bound; (v) result in the
creation of any Encumbrance upon any Company’s or the Company Subsidiaries
capital stock or equity interest or any of the assets of the Company or the
Company Subsidiaries; (vi) conflict with or result in a violation of any Court
Order or Law, or give or any other Person, the right to exercise any remedy or
obtain any relief under any Court Order or Law; or (vii) result in a violation
of any of the terms or requirements of, or give any Governmental Authority the
right to revoke, suspend or otherwise modify, any Government
Authorization.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      (b) The
execution, delivery and performance of this Agreement and the Ancillary
Agreements, and the consummation of the transactions contemplated hereby by the
Company and Seller do not require the consent, waiver, approval, authorization,
exemption of or giving of notice to any Governmental Authority.

       

      
        Section
3.7  Books
and Records; Internal Controls.

      

       

      (a) The books
of account of each of the Company and the Company Subsidiaries for the past
three years have been maintained on a consistent basis and are complete and
correct in all material respects.

       

      (b) The
Company has in place a system of control over financial reporting designed and
effected by the Company’s management and board of directors to provide
reasonable assurance regarding the reliability of financial reporting and
preparation of financial statements for external purposes in accordance with
GAAP.

       

      (c) Seller
has delivered to Buyer copies of all documents which would be required to be
delivered by its independent auditors to the audit committee of the Seller’s
board of directors under Rule 2-07 of Regulation S-X of the SEC, including
without limitation all auditor’s letters to management of Seller for 2007 and
2008.

       

      
        Section
3.8  Financial
Statements.

         

      

      (a) Set forth
on Schedule 3.8
are the following financial statements of the Company, audited or unaudited as
indicated, all of which statements are complete and correct and fairly present
the financial position of the Company and the Company Subsidiaries on the dates
of such statements and the results of its operations for the periods covered
thereby, subject in the case of interim financial statements to normal year-end
adjustments.  All such statements have been prepared in accordance
with GAAP consistently applied throughout the periods involved and prior
periods, except for the omission of footnotes otherwise required by GAAP in the
case of interim financial statements:

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      (i) Balance
sheets, statements of profit and loss, statements of changes in stockholders
equity and statements of cash flow as of and for the fiscal years ended as of
2006, 2007, and 2008; and

       

      (ii) Unaudited
interim balance sheets, statements of profit and loss, statements of changes in
stockholders equity and statements of cash flow for the six months ended June
30, 2009.

       

      (b) The
balance sheet dated September 30, 2009 (the “Base Balance Sheet Date”) included
in the financial statements listed in paragraph (a) is sometimes referred to
hereafter as the “Base Balance Sheet”.

       

      
        Section
3.9  Absence
of Undisclosed Liabilities.

      

       

      Each of
the Company and the Company Subsidiaries has no liabilities of any nature,
whether accrued, absolute, contingent or otherwise (including without limitation
liabilities as guarantor or otherwise with respect to obligations of others, or
liabilities for Taxes due or then accrued or to their Knowledge, Taxes to become
due), except: (a) liabilities stated or adequately reserved against on the Base
Balance Sheet, and (b) liabilities incurred since the Base Balance Sheet Date in
the Ordinary Course of Business and none of which is a claim, as defined by
GAAP, for breach of contract, breach of duty, breach of warranty, tort, or
infringement of an intellectual property right.

       

      
        Section
3.10  Conduct
of Business; Absence of Certain Changes.

         

      

      Since the
Base Balance Sheet Date, except as may be necessary or, in Buyer’s sole
discretion, desirable in connection with effecting the Merger, each of the
Company and the Company Subsidiaries has conducted its business only in the
Ordinary Course of Business and, whether or not in the Ordinary Course of
Business, there has not been any Material Adverse Change with respect to the
Company or any of the Company Subsidiaries.  In addition to the
foregoing and without limiting the foregoing, since the Base Balance Sheet Date
there has not been, in each case with respect to the company and the Company
Subsidiaries, except as may be in Buyer’s sole discretion necessary or desirable
in connection with effecting the Merger:

      


      (a) any
amendment to the Organizational Documents of the Company or any of the Company
Subsidiaries;

       

      (b) any
contingent liability incurred by the Company or any of the Company Subsidiaries,
as guarantor or otherwise, with respect to the obligations of
others;

       

      (c) except as
listed on Schedule
3.10(c), to the Knowledge of Company and Seller, any Encumbrance placed
on the Company Shares or any of the properties of the Company or any of the
Company Subsidiaries;

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      (d) any
obligation or liability incurred by the Company or any of the Company
Subsidiaries other than obligations and liabilities incurred in the Ordinary
Course of Business (none of which is a claim, as defined by GAAP, for breach of
contract, breach of duty, breach of warranty, tort or infringement of an
Intellectual Property Right);

       

      (e) any sale
or other disposition, or any agreement or other arrangement for the sale or
other disposition, of any of the properties or assets of the Company or any of
the Company Subsidiaries other than in the Ordinary Course of
Business;

       

      (f) any
capital expenditure or commitment in excess of $5,000 with respect to any
individual item, or in excess of $25,000 with respect to all such
items;

       

      (g) any lease
or agreement to lease any assets with an annual rental in excess of $5,000 with
respect to any individual item or in excess of $25,000 with respect to all such
items;

       

      (h) any
damage, destruction or loss, whether or not covered by insurance, of any of the
assets or business of the Company or any of the Company
Subsidiaries;

       

      (i) any (i)
declaration, setting aside or payment of any dividend on, or (ii) the making of
any other distribution in respect of, or (iii) any direct or indirect
redemption, purchase or other acquisition by the Company of, the capital stock
of the Company or the Subs Equity, or by the Company Subsidiaries of the Subs
Equity;

       

      (j) any
issuance of any securities of the Company or any of the Company
Subsidiaries;

       

      (k) any labor
trouble or claim of unfair labor practices involving the Company or any of
the Company Subsidiaries;

       

      (l) any
obligation or liability incurred by the Company or any of the Company
Subsidiaries to, or any loans or advances made by the Company or any of the
Company Subsidiaries to, any of its officers, directors, members, affiliates,
employees or stockholders, except normal compensation and expense allowances
payable to officers;

       

      (m) any
change in (i) the compensation or other amounts payable or to become payable by
the Company or any of the Company Subsidiaries to any of its officers, employees
or agents; (ii) any bonus arrangements with any of such officers, employees or
agents; (iii) any severance or termination arrangements; (iv) the terms of any
employment agreement; or (v) the benefits payable under any Benefit
Plan;

       

      (n) any
change with respect to the management or supervisory personnel of the
Company or any of the Company Subsidiaries;

       

      (o) any
payment or discharge of a material Encumbrance or liability of the Company or
any of the Company Subsidiaries which was not shown on the Base Balance Sheet or
incurred in the Ordinary Course of Business thereafter;

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      (p) any
write-downs or write-offs as uncollectible of any notes or accounts receivable
in excess of allowance for doubtful accounts, except for write-downs or
write-offs that are in the aggregate less than $10,000 incurred in the Ordinary
Course of Business;

       

      (q) any
disposal, sale, assignment, license or lapse of any rights to the use of any
Intellectual Property Right, or disclosure to any Person other than Buyer of any
Business Information or other information not theretofore a matter of public
knowledge other than pursuant to confidentiality agreements;

       

      (r) any
change in any method of accounting or accounting practice, whether or not such
change was permitted by GAAP; or

       

      (s) any
agreement, whether in writing or otherwise, to take any action described in this
Section
3.10.

       

      
        Section
3.11  Taxes.

         

      

      Except as
listed on Schedule
3.11:

      


      (a) Each of
the Company, the Company Subsidiaries and any Tax Affiliate has (i) timely filed
all Tax Returns required to be filed by it in respect of any Taxes, all of which
were correct and complete in all respects; (ii) timely and properly paid all
Taxes and; (iii) established on the Base Balance Sheet, in accordance with GAAP
and consistent with past practices, reserves that are adequate for the payment
of any Taxes not yet due and payable.

       

      (b) The
Company, the Company Subsidiaries and each of its Tax Affiliates has complied
(and until the Closing Date will comply) in all respects with the provisions of
the Code relating to the withholding and payment of Taxes, including the
withholding and reporting requirements under Sections 1441 through 1464, 3401
through 3406, and 6041 through 6049 of the Code, as well as similar provisions
under any other Laws, and have, within the time and in the manner prescribed by
Law, withheld from employee wages and any other payments and paid over to the
proper Governmental Authority all amounts required to be so withheld and paid
over under applicable Law.

       

      (c) All Taxes
of the Company, the Company Subsidiaries and all Tax Affiliates that will be due
and payable for any period ending on, ending on and including or ending prior to
the Closing Date, will have been paid by or on behalf of the Company and the
Company Subsidiaries or will be reflected, in a manner consistent with past
practice, on the Company’s or the Company Subsidiaries’ books as an accrued Tax
liability.

       

      (d) There are
no Encumbrances for Taxes upon the Company Shares or any assets of the Company,
the Company Subsidiaries or any Tax Affiliate, except Encumbrances for Taxes not
yet due.

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      (e) No
deficiency for any Taxes has been proposed, asserted or assessed against the
Company, the Company Subsidiaries or any Tax Affiliate that has not been
resolved and paid in full.  No waiver, extension or comparable consent
given by the Company, the Company Subsidiaries or any Tax Affiliate regarding
the application of the statute of limitations with respect to any Taxes or Tax
Returns is outstanding, nor is any request for any such waiver or consent
pending.  With respect to the Company, the Company Subsidiaries or any
Tax Affiliate, there has been no Tax audit or other administrative proceeding or
court proceeding regarding any Taxes or Returns for any Tax year subsequent to
the year ended December 31, 2003, nor is any such Tax audit or other proceeding
pending, nor has there been any notice to the Company, the Company Subsidiaries
or any Tax Affiliate by any Governmental Authority regarding any such Tax, audit
or other proceeding, nor is any such Tax audit or other proceeding threatened
with regard to any Taxes or Tax Returns.  Neither the Company, the
Company Subsidiaries nor any Tax Affiliate expects or anticipates the assessment
of any additional Taxes on the Company or any Tax Affiliate or is aware of any
unresolved questions, claims or disputes concerning the liability for Taxes of
the Company, the Company Subsidiaries or any Tax Affiliate which would exceed
the estimated reserves established on its books and records.  No claim
has ever been made by a Governmental Authority in a jurisdiction where the
Company, the Company Subsidiaries, or any Tax Affiliate does not file any Return
that the Company, the Company Subsidiaries or any Tax Affiliate is or may be
subject to taxation.

       

      (f) Schedule 3.11(f)
lists all federal, state, local and foreign income Tax Returns filed with
respect to any of the Company, the Company Subsidiaries or any Tax Affiliate for
taxable periods ended on or after December 31, 2003, indicates those Tax Returns
that have been audited and indicates those Tax Returns that currently are the
subject of audit.

       

      (g) Seller is
the parent of an affiliated group of corporations which includes the Company,
filing a consolidated income tax return for federal income tax
purposes.

       

      (h) None of
the Company, the Company Subsidiaries or any Tax Affiliate has requested any
extension of time within which to file any Tax Return, which Tax Return has not
since been filed.

       

      (i) None
of  the Company, the Company Subsidiaries or any Tax Affiliate has
agreed or is required to include in income any adjustment by reason of a change
in accounting method or otherwise under either Section 481(a) or Section 482 of
the Code (or an analogous provision of Law).

       

      (j) All
transactions that could give rise to an underpayment of Tax (within the meaning
of Section 6662 of the Code) were reported by the Company, the Company
Subsidiaries and each Tax Affiliate in a manner for which there is substantial
authority or were adequately disclosed on the Tax Returns required in accordance
with the Code and the Treasury Regulations.

       

      
        
          
          

        

        
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      (k) None of
the Company, the Company Subsidiaries or any Tax Affiliate is a party to any Tax
allocation or sharing agreement.

       

      (l) The
Company, the Company Subsidiaries and the Tax Affiliates have evidence of
payment for all Taxes, charges, fees, levies or other assessments of a foreign
country paid or accrued from the date of the formation of each of them,
respectively.

       

      (m) The
Company, Seller, and Island Environmental Services, Inc. are, and at all times
have been, corporations or associations taxable as corporations for United
States income tax purposes.

       

      (n) General
Environmental Management of Rancho Cordova, LLC is, and at all times has been,
an entity disregarded as separate from the Company for United States income tax
purposes.

       

      (o) As of
December 31, 2008, the Company has federal net operating loss carry forwards of
approximately $41.7 million.

       

      (p) No
interest in or of the Company or the Company Subsidiaries constitutes a United
States real property interest, as defined in Section 897 of the
Code.

       

      (q) Neither
the Company nor the Company Subsidiaries (i) has been a member of an affiliated
group filing a consolidated Return (other than a group the common parent of
which was the Company or Seller) or (ii) has liability for the Taxes of any
Person (other than the Company or the Company Subsidiaries) under Section
1.1502-6 of the Treasury Regulation (or any similar provision of state, local or
foreign law), as a transferee or successor, by contract, or
otherwise.

       

      (r) None of
the Company and the Company Subsidiaries constitutes a “distributing
corporation” or a “controlled corporation” within the meaning of Section
355(a)(1)(A) of the Code) in a distribution of shares qualifying for tax-free
treatment under Section 355 of the Code (i) in the two years prior to the date
of this Agreement or (ii) in a distribution that could otherwise constitute part
of a “plan” or “series of related transactions” (within the meaning of Section
355(e) of the Code) in conjunction with the purchase of the Purchased
Interests.

       

      (s) None of
the Company, the Company Subsidiaries or any of its Tax Affiliates has engaged
in any transaction that is subject to disclosure under present or former
Treasury Regulation Sections 1.6011-4 or 1.6011-4T, as applicable.

       

      
        Section
3.12  Property.

      

       

      (a) Each of
the Company or any of the Company Subsidiaries owns only the real property
listed on Schedule
3.12(a), which Schedule identifies the Company or the applicable Company
Subsidiary as the owner thereof, (collectively all real property set forth on
Schedule
3.12(a), the “Owned Real Property”).

       

      
        
          
          

        

        
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      (b) Set forth
on Schedule
3.12(b) is a listing of all leases under which the Company or any of the
Company Subsidiaries leases real property, which Schedule identifies the Company
or the applicable Company Subsidiary as the lessee thereunder, together with a
description of such lease, (collectively all such leases set forth on Schedule 3.12(b), the
“Leased Real Property”), the name of the landlord and a description of the
significant terms of each lease.

       

      (c) Set forth
on Schedule
3.12(c) is a complete description of the machinery, equipment and other
tangible personal property with an original cost in excess of $5,000 used or
owned by the Company or any of the Company Subsidiaries, and a listing of
all leases under which the Company or any of the Company Subsidiaries leases any
personal property as of the date hereof requiring annual rental payments in
excess of $5,000, which Schedule identifies with respect to each such property
the Company or the applicable Company Subsidiary as the lessee or the owner, as
the case may be, thereunder (collectively all such property set forth on
Schedule
3.12(c), the “Material Personal Property”), together with a description
of such property.  Schedule 3.12(c)
lists all locations where Material Personal Property is located.

       

      (d) The Real
Property and Material Personal Property are reflected on the Base Balance Sheet
or were purchased by the Company or any of the Company Subsidiaries since the
Base Balance Sheet Date, and are sufficient to conduct the Company’s and the
Company Subsidiaries’ business as currently conducted.

       

      (e) True,
correct and complete copies of all leases, notices of leases, subleases, rental
agreements, contracts of sale, tenancies and licenses (and any amendments,
modifications and renewals thereof) related to any of the Real Property or the
Material Personal Property are attached to Schedule 3.12(e) (all
such documents collectively, the “Real Property
Contracts”).  All of the Real Property Contracts are valid,
subsisting and enforceable against the other party thereto in accordance with
their terms.  Each of the Company and the Company Subsidiaries is
in full compliance with all terms and conditions of the Real Property Contracts
to which it is a party and no event has occurred nor does any circumstance exist
that (with or without notice or the passage of time or both) would constitute a
breach of or default by any party under any Real Property Contract, and neither
the Company nor any of the Company Subsidiaries or Seller has given or received
notice of any alleged breach or default under any Real Property
Contract.

       

      (f) Except as
set forth on Schedule
3.12(f) or on the Base Balance Sheet, (i) each of the Company and the
Company Subsidiaries has good and marketable title in fee simple to all of its
Owned Real Property and Material Personal Property, including, but not limited
to, property described on said Schedule, and (ii) none of the Owned Real
Property, the Company’s or the applicable Company Subsidiary’s interest in the
Leased Real Property or Material Personal Property is subject to any Encumbrance
(other than for Taxes not yet due and payable, and, with respect to the Owned
Real Property, the Encumbrances listed on Schedule 3.12(f)) of
any kind.

       

      
        
          
          

        

        
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      (g) No item
of tangible personal property is in need of repair or replacement other than as
part of routine maintenance in the Ordinary Course of Business. All tangible
personal property used in the Company’s and the Company Subsidiaries’ business
is in the possession of the Company or the applicable Company Subsidiary, as the
case may be.

       

      (h) Use of
the Real Property for the various purposes for which it is presently being used
is permitted as of right under all applicable zoning legal requirements and is
not subject to “permitted nonconforming” use or structure classifications. All
improvements are in compliance with all applicable Laws, including those
pertaining to zoning, building and the disabled, are in good repair and in good
condition, ordinary wear and tear excepted, and are free from patent defects. No
part of any improvement encroaches on any real property not included in the Real
Property, and there are no buildings, structures, fixtures or other Improvements
primarily situated on adjoining property which encroach on any part of the
Land.

       

      (i) All Real
Property is supplied with utilities appropriate for operation of the facilities
located thereon.  All water, waste disposal, sewer, gas, electric,
telephone, drainage facilities and all other utilities are installed across
public property or valid easements to the boundary lines of the Owned Real
Property and are connected pursuant to valid permits.

       

      (j) Each of
the Company the Company Subsidiaries has obtained all licenses, permits,
easements and rights of way, including without limitation, proof of dedication,
required from all Government Authorities having jurisdiction over the Real
Property or from private parties to assure vehicular and pedestrian ingress to
and egress from the Real Property at all access points shown on the surveys for
the Real Property attached to Schedule
3.12(e).

       

      (k) The Real
Property is in compliance with all applicable Laws.  There are no
physical, structural, or mechanical defects in the Real Property or the
structures located thereon, including without limitation in the plumbing,
heating, sprinkler systems, air conditioning, roof, ventilation systems and
electrical systems that would require a repair in excess of $100,000, or have
the ability to endanger human health or safety or the environment, and, all such
items are in good operating condition and repair, and no single repair in excess
of $5,000 has been required to be made to the Real Property or to any of said
systems since the Base Balance Sheet Date.

       

      (l) There are
no condemnation, environmental, zoning or other land use regulation proceedings,
either instituted or, to the Knowledge of the Company, the Company Subsidiaries
or Seller planned to be instituted, that would detrimentally affect the value of
the Real Property or the use and operation of any of the Real Property for its
intended purpose.

       

      (m) There are
no outstanding contracts made by the Company or the Company Subsidiaries for the
construction or repair of any improvements to the Real Property that have not
been fully paid for and Seller, the Company and the Company Subsidiaries shall
cause to be discharged all mechanics’ or materialmen’s liens arising from any
labor or materialmen furnished to the Real Property prior to the
Closing.

       

      
        
          
          

        

        
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      (n) Neither
the Company, any of the Company Subsidiaries or Seller has received any written
notice from any insurance carrier of any defects or inadequacies in the Real
Property, or in any portion thereof, that would adversely affect the
insurability thereof or the cost of such insurance, or that requires corrective
action.  There are no pending insurance claims related to the Real
Property.

       

      (o) There are
no pending or, to the Knowledge of the Company, any of the Company Subsidiaries
or Seller, threatened, Proceedings, or any claims or demands relating thereto,
including without limitation tax appeals, affecting the Real Property or the
Company’s or any of the Company Subsidiaries’ interest therein.

       

      
        Section
3.13  Collectability
of Receivables.

      

       

      (a) All of
the Receivables of the Company and the Company Subsidiaries are shown or
reflected on the Base Balance Sheet as of the date thereof.  All of
the Receivables of the Company and the Company Subsidiaries shown or reflected
on the Base Balance Sheet, less a reserve for bad debts in the amount shown on
the Base Balance Sheet, are, and those existing on the Closing Date will be (i)
valid and enforceable claims, (ii) which arose out of transactions with
unaffiliated parties (including without limitation CVC and its affiliates),
(iii) except as set forth on Schedule 3.13(a), fully
collectible within 90 days of after invoice date through normal means of
collection, and (iv) subject to no set-off, defense or
counterclaim.  Except as set forth on Schedule 3.13(a), none of the
Receivables has at any time been placed for collection with any attorney,
collection agency or similar Person.  The reserves for doubtful
accounts and the values at which Receivables are accrued on the Base Balance
Sheet are in accordance with GAAP applied on a basis consistent with prior
financial statements of the Company and the Company
Subsidiaries.  Since September 30, 2009 there has not been a material
change in the Company’s or the Company Subsidiaries’ receivables’ aging
practice.

       

      (b) A
complete and accurate list of each Receivable accrued on the Company’s the
Company Subsidiaries books on September 30, 2009, which lists the name, age and
amount thereof, has been delivered to Buyer and is attached as Schedule 3.13(b).  An
accurate summary of the aging of the Company’s and the Company Subsidiaries
Receivables on September 30, 2009  is attached as Schedule
3.13(b).

       

      
        Section
3.14  Contracts
and Commitments.

      

       

      (a) Except
for contracts, commitments, agreements and licenses described in Schedule 3.14(a),
neither the Company nor any of the Company Subsidiaries is a party to or subject
to any contract, commitment agreement or license (written or oral):

       

      (i) for the
purchase of any commodity, material, equipment or asset, except contracts or
agreements (except for purchase orders in the ordinary course of business
involving payments of less than $5,000 each);

       

      
        
          
          

        

        
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      (ii) creating
any obligations of the Company or any of the Company Subsidiaries after the Base
Balance Sheet Date which call for payments of more than $5,000  during any
month for agreements without a fixed term or more than $5,000 over the term of
the agreement for agreements with a fixed term;

       

      (iii) providing
for the purchase of all or substantially all of its requirements of a particular
product or service from a supplier;

       

      (iv) which by
its terms does not terminate or is not terminable without premium or penalty by
the Company or the applicable Company Subsidiary upon less than 90 days
notice;

       

      (v) for the
sale or lease of its products or services not made in the Ordinary Course of
Business;

       

      (vi) with any
sales agent or broker for the services of the Company or any of the Company
Subsidiaries;

       

      (vii) containing
covenants limiting the freedom of the Company or any of the Company Subsidiaries
to compete in any line of business or with any Person;

       

      (viii) for a
license or franchise (as licensor or licensee or franchisor or
franchisee);

       

      (ix) containing
any non-competition or non-solicitation provision restricting the Company or any
of the Company Subsidiaries or any of their respective employees or
agents;

       

      (x) with the
United States Government; or

       

      (xi) which is
otherwise material to the assets or business of the Company or any of the
Company Subsidiaries.

       

      The
contracts, commitments, agreements and licenses required to be listed on Schedule 3.14(a) are
referred to as “Material
Contracts”.

      


      (b) With
respect to each Material Contract, (i) each of the Material Contracts is valid,
binding and enforceable against each of the Company or the applicable Company
Subsidiary, as the case may be, and  against the other parties
thereto; (ii) each of the Company or the applicable Company Subsidiary, as
the case may be, is in full compliance with all terms and conditions of each
Material Contract; (iii) no event has occurred or circumstance exists that (with
or without notice or the passage of time or both) would constitute a breach of
or default under such Material Contract by the Company or the applicable Company
Subsidiary, as the case may be, or by the other party or parties thereto; and
(iv) neither the Company nor the applicable Company Subsidiary, as the case
may be, has given nor received notice of any alleged violation of or default
under any such Material Contract.

       

      
        
          
          

        

        
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      (c) Neither
the Company nor any of the Company Subsidiaries is a party to any contract or
order for the sale of goods or the performance of services which, if performed
by it in accordance with its terms, could only be performed by the Company or
the applicable Company Subsidiary, as the case may be, with a negative gross
profit margin or which has no reasonable likelihood of being performed within
the time limits therein provided.

       

      (d) Schedule 3.14(d)
lists every Material Customer or Material Supplier of each of the Company and
the Company Subsidiaries and the amount of business with that Material Customer
or Material Supplier.  Since the Base Balance Sheet Date, neither the
Company nor any of the Company subsidiaries has experienced any termination,
cancellation, limitation or modification or change in any business relationship
with any Material Supplier or Material Customer, nor has Seller, the Company or
any of the Company Subsidiaries received notice of or otherwise has Knowledge
that any such Material Customer or Material Supplier intends to cease, or
materially reduce or change the terms of, doing business with the
Company or any of the Company Subsidiaries or to terminate any agreement
with the Company or any of the Company Subsidiaries.

       

      
        Section
3.15  Labor
and Employee Relations.

         

      

      (a) Except as
listed on Schedule
3.15(a), there are no currently effective consulting or employment
agreements or other agreements with individual consultants or employees to which
the Company or any of the Company Subsidiaries is a party or of which the
Company or any of the Company Subsidiaries is a beneficiary (including
noncompetition covenants).  Shown on Schedule 3.15(a) are
the name and rate of compensation (including all bonus compensation and other
remunerative payments of any kind) of each officer, employee or agent of the
Company and the Company Subsidiaries.  Further, except as
identified on Schedule
3.15(a) there are no employees on short-term or long-term disability, or
other type of leave, including, but not limited to Family Medical Leave, Family
Military Leave, or any similar state law or mandatory leave.

       

      (b) None of
the employees of the Company or any of the Company Subsidiaries is covered
by any collective bargaining agreement with any trade or labor union, employees’
association or similar association.  No labor organization or group of
employees has made a pending demand for recognition; there are no labor
representation questions involving the Company or any of the Company
Subsidiaries; and, to the Knowledge of the Company, any of the Company
Subsidiaries or Seller, there is no organizing activity involving the
Company or any of the Company Subsidiaries pending by any labor
organization or group of employees.  There are no representation
elections, arbitration proceedings, labor strikes, slowdowns or stoppages,
material grievances, lockouts, or other labor troubles pending, or, to the
Knowledge of the Company, any of the Company Subsidiaries or Seller, threatened,
with respect to the employees of the Company or any of the Company
Subsidiaries, nor has the Company or any of the Company Subsidiaries
experienced any work stoppage or other material labor difficulty during the five
years immediately preceding the date of this Agreement.

       

      
        
          
          

        

        
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      (c) Each of
the Company and the Company Subsidiaries has complied in all respects with all
applicable Laws relating to the employment of labor, including without
limitation those relating to wages, hours, unfair labor practices,
discrimination, civil rights, plant closings, immigration and the collection and
payment of social security and similar taxes.

       

      (d) Except as
listed on Schedule
3.15(d), there are no complaints or charges against the Company or any of
the Company Subsidiaries pending or, to the Knowledge of the Company, or any of
the Company Subsidiaries or Seller, threatened, or any Proceeding commenced,
before any Government Authority (including, without limitation, the Department
of Labor, the National Labor Relations Board or the Equal Employment Opportunity
Commission or any similar state or local agency, such as the California
Department of Industrial Relations) by or on behalf of any employee or former
employee of the Company or any of the Company Subsidiaries.

       

      (e) Each of
the Company and the Company Subsidiaries has paid in full (or made provisions
for payment in full) to its employees, agents and contractors all wages,
salaries, commissions, bonuses and other direct compensation for all services
performed by them.  Neither the Company nor any of the Company
Subsidiaries has or will have at Closing any contingent liability for sick
leave, vacation time, holiday pay, severance pay or similar items not set forth
on the Base Balance Sheet.  The execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby will
not trigger any severance pay obligation under any contract or Law.

       

      (f) There has
not been any citation, fine or penalty imposed or asserted against the
Company or any of the Company Subsidiaries under any foreign, federal,
state or local law or regulations relating to employment, immigration or
occupational safety matters.

       

      
        Section
3.16  ERISA
and Employee Benefits.

         

      

      (a) Schedule 3.16(a) sets
forth a brief description of every Benefit Plan maintained currently or
contributed to at anytime in the last six years by Company or any ERISA
Affiliate of the Company.  Except as set forth on Schedule 3.16(a),
there are no Benefit Plans for which the Company or any of the Company
Subsidiaries has any liability, either for funding, benefit payments, withdrawal
or termination liability, or otherwise.  For any Benefit Plan for
which a liability exists, the liability is identified on Schedule
3.16(a).

       

      (b) There are
no agreements or commitments of the Company or any ERISA Affiliate, whether or
not legally binding, to create any additional Benefit Plan not listed on Schedule
3.16(a).

       

      (c) With
respect to each Benefit Plan required to be listed on Schedule 3.16(a),
Seller has furnished to Buyer complete and accurate copies of each Benefit Plan,
including all amendments thereto.  With respect to each ERISA Benefit
Plan required to be listed on Schedule 3.16(a),
Seller has also furnished the three most recent Form 5500s and the most recent
IRS determination letter (if any), plan actuarial report, summary plan
description, summary annual report and employee manual, as well as summaries of
material modifications, material employee communications, and all reports of the
Benefit Plan required by ERISA.  For each health plan offered to
current or former employees, attached to Schedule 3.16(a) is a
listing showing participants, coverage type, COBRA participants, beneficiaries
and claims experience.  Seller has also furnished Buyer copies of any
insurance contracts or trust agreements through which any ERISA Benefit Plan is
funded, any custodial or investment contracts relating to assets or benefits
under the Benefit Plan, any contracts relating to record keeping or
administration for the Benefit Plan, and notice of any material adverse change
occurring with respect to any Benefit Plan since the date of the most recently
completed and filed annual report.  Further, Seller has furnished to
Buyer the three most recent Form 990 filings (if any).

       

      
        
          
          

        

        
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      (d) With
respect to each ERISA Benefit Plan required to be listed on Schedule
3.16(a):

       

      (i) The value
of the ERISA Benefit Plan’s assets equals or exceeds the total value of all
vested and unvested employee benefits under such ERISA Benefit Plan, whether
determined on an ongoing basis or termination basis;

       

      (ii) there is
no “accumulated funding deficiency” and no “prohibited transaction” has occurred
(as such terms are defined in ERISA), and the funding method and actuarial
assumptions are reasonable and acceptable under ERISA;

       

      (iii) none of
Seller, the Company or any of the Company Subsidiaries has incurred any
liability to the Pension Benefit Guaranty Corporation with respect to the ERISA
Benefit Plan;

       

      (iv) any ERISA
Benefit Plan meant to be a Qualified Plan meets all applicable requirements of
Section 401(a) of the Code;

       

      (v) the
Company has properly and timely made all filings with Governmental Authorities
(including the IRS and Department of Labor) with respect to ERISA Benefit
Plans;

       

      (vi) the Base
Balance Sheet reflects all accrued but unpaid liabilities with respect to such
ERISA Benefit Plans;

       

      (vii) except as
required by Section
5.9(f) or Section 7.7(r), there
has been no termination or partial termination of any ERISA Benefit Plan; there
has been no filing with the PBGC of an intent to terminate any ERISA Benefit
Plan, nor has the PBGC instituted any proceedings to terminate any ERISA Benefit
Plan; and neither the Company nor any ERISA Affiliate has received a notice of
deficiency or liability or a demand for payment from, or incurred any liability
to, the PBGC; and

       

      (viii) if such
ERISA Benefit Plan is a Multi-employer Plan to which the Company or any ERISA
Affiliate has made contributions, there would be no withdrawal liability on or
after the Closing Date under Title IV of ERISA if the Company or any ERISA
Affiliate ceased to make contributions to that plan on the day of
Closing;

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      (e) With
respect to each Benefit Plan:

       

      (i) except as
listed on Schedule
3.16(e)(i), each Benefit
Plan complies and has complied in the past, as to form and in operation, with
the provisions of all applicable Laws, including without limitation ERISA and
the Code, and specifically all requirements regarding discrimination, timely
remittance of employer and employee contributions, notification, disclosure, and
continuation coverage under ERISA and the Code; and no nonexempt “prohibited
transaction” (as defined in Section 4975 of the Code or enumerated in Section
406(a) or (b) of ERISA) has occurred;

       

      (ii) all
required filings, reports, and notices to Governmental Authorities or to
employees have been properly and timely made, and all such filings and employee
disclosures required to be made within 30 days after Closing that are based in
whole or in part upon the period prior to the Closing shall have been prepared
and delivered to Buyer on or before the Closing;

       

      (iii) no such
Benefit Plan is currently under audit or investigation by any Governmental
Authority and no correction procedures have been initiated or completed with the
IRS for any ERISA Benefit Plan meant to be qualified under Section 401 of the
Code or with the Department of Labor for any ERISA Benefit Plan;

       

      (iv) there are
no actions, suits or claims (other than routine claims for benefits) pending or
threatened against any of the Benefit Plans or against the assets of any Benefit
Plan;

       

      (v) except as
listed on Schedule
3.16(e)(v), all premiums
or amounts due in connection with any Benefit Plan, including without limitation
premiums due the PBGC and premiums for life and health insurance and annuity
contracts, stop-loss insurance policies, and any third party administrative
expenses, have been paid in full when due and there are no such premiums or
amounts due that are attributable to any period of time before the Closing that
will not have been paid or accrued for on or before the Closing;

       

      (vi) all
reports and filings made pursuant to ERISA, including all Form 5500s and
attachments, Form 990s, summary annual reports, and participant reports, and any
other documents reasonably necessary to enable Buyer to perform its
responsibilities with respect to any Benefit Plan subsequent to the Closing, are
and shall be available to Buyer on and immediately after the
Closing;

       

      (vii) except as
required by COBRA (Section 4980B of the Code) or the Family Medical Leave Act,
no Benefit Plan provides health or other welfare benefits to retirees, former
employees, or their family members.

       

      
        
          
          

        

        
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      (f) Except as
required by COBRA or the Family Medical Leave Act, neither the Company nor any
ERISA Affiliate has made any promises or incurred any obligation to provide any
health or other welfare benefits to any retirees, former employees, or their
family members.

       

      (g) The
execution and delivery of this Agreement by the Company and the consummation of
the transactions contemplated hereunder:

       

      (i) do not
constitute a prohibited transaction within the meaning of Section 406 of ERISA
or Section 4975 of the Code;

       

      (ii) will not
result in any obligation or liability of Buyer or the Company to any employee of
the Company or any ERISA Affiliate or to the PBGC in respect of any Benefit
Plan.

       

      
        Section
3.17  Intellectual
Property Rights.

         

      

      (a) To the
Knowledge of Company, and of the Company Subsidiaries or Seller, all rights of
ownership of, or material licenses to use, Intellectual Property Rights held by
the Company or any of the Company Subsidiaries are listed on Schedule
3.17(a).  There are no Intellectual Property Rights, other than
those set forth on Schedule 3.17(a),
necessary to, or regularly used in, the conduct of the business of the
Company or any of the Company Subsidiaries as presently conducted or as
presently proposed to be conducted.

       

      (b) All of
Company’s Intellectual Property Rights:

       

      (i) in the
case of patents or copyrights, have been duly registered, filed in, or issued
by, the United States Patent and Trademark Office, United States Register of
Copyrights, or the corresponding offices of other countries;

       

      (ii) have been
properly maintained and renewed in accordance with all applicable laws and
regulations in the United States and such foreign countries;

       

      (iii) in the
case of copyrightable works of authorship, were developed and authored as
original works of authorship either by full-time employees of the Company or any
of the Company Subsidiaries within the normal scope of their duties as works for
hire, or by third Persons as works for hire under an express written agreement
so stating or under a written agreement expressly transferring and assigning all
rights to the Company or any of the Company Subsidiaries;

       

      (iv) in the
case of patents or patent applications, have been duly assigned to the
Company or any of the Company Subsidiaries and such assignment(s) have been
recorded with the appropriate Governmental Authorities;

       

      (v) are
freely transferable (except as otherwise required by Law).

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      (vi) are owned
exclusively by the Company or any of the Company Subsidiaries, free and
clear of any licenses, sub-licenses or Encumbrances, such that no other Person
has any right or interest in or license to use or right to license others to use
any of the Intellectual Property Rights; and

       

      (vii) are not
subject to any outstanding Court Order.

       

      (c) All
licenses and other agreements pursuant to which any Intellectual Property
Rights, including any computer software, are licensed to or used by the Company
or any of the Company Subsidiaries are valid, binding and enforceable, and there
does not exist under any such license or agreement a default or event or
condition which, after notice or lapse of time or both, would constitute a
default by any party thereto.

       

      (d) No
Proceeding to which the Company or any of the Company Subsidiaries is a
party has been commenced which (i) challenges the rights of the Company or
any of the Company Subsidiaries in respect of the Intellectual Property Rights
listed on Schedule
3.17(a), or (ii) charges the Company or any of the Company
Subsidiaries with infringement of any other Person’s Intellectual Property
Rights.  To the Knowledge of the Company, or any of the Company
Subsidiaries or Seller, no such Proceeding has been threatened, nor has any such
Proceeding to which the Company or any of the Company Subsidiaries is not a
party been filed or threatened to be filed.

       

      (e) Neither
the Company nor any of the Company Subsidiaries is infringing upon any
Intellectual Property Rights of any other Person.  To the Knowledge of
the Company, or any of the Company Subsidiaries or Seller, none of the
Intellectual Property Rights listed on Schedule 3.17(a) is
being infringed by any other Person.

       

      (f) No
director, officer, employee or stockholder of any of Seller, the Company, or any
of the Company Subsidiaries, or any other Person owns, directly or indirectly,
in whole or in part, any Intellectual Property right which the Company or
any of the Company Subsidiaries has used, is presently using, or the use of
which is reasonably necessary to its business as now conducted or presently
contemplated to be conducted.

       

      (g) In
addition to the Intellectual Property Rights described above, each of the
Company or the Company Subsidiaries, as the case may be, has the right to use,
free and clear of any claims or rights of others, all Business Information (if
any) required for or used in the provision of services to
customers  by the Company or any of the Company Subsidiaries,
including products licensed from others.

       

      (h) Copies of
all forms of confidentiality, nondisclosure and similar agreements related to
Intellectual Property Rights to which the Company or any of the Company
Subsidiaries is a party or which benefit the Company or any of the Company
Subsidiaries are listed on Schedule 3.17(a) and
all such agreements are valid, binding and enforceable against the parties
thereto and there are no defaults or conditions which, after notice or lapse of
time or both, would constitute a default by the Company or any of the
Company Subsidiaries, or to the Knowledge of Company, or any of the Company
Subsidiaries or Seller, by any party thereto.

       

      
        
          
          

        

        
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        Section
3.18  Environmental
Matters.

      

       

      (a) Except as
listed on Schedule
3.18(a), to the Knowledge of the Company and Seller, any and all
Hazardous Materials used or generated by each of the Company, the Company
Subsidiaries or any of their respective predecessors-in-interest have always
been and are being generated, used, stored, treated and disposed in compliance
with all Environmental Laws.

       

      (b) Except as
disclosed in Schedule
3.18(b), to the Knowledge of the Company and Seller, each of the Company,
the Company Subsidiaries, Seller, or any of their respective
predecessors-in-interest does not and has not owned or leased any Environmental
Sites.

       

      (c) All
Environmental Sites have at all times been, and remain in, compliance with all
Environmental Laws.

       

      (d) Except as
set forth on Schedule
3.18(d), to the Knowledge of the Company and Seller, none of the Company,
the Company Subsidiaries or any of their respective predecessors-in-interest has
received or become subject to any claim, notice, complaint, Court Order,
administrative order or request for information from any Government Authority or
private party (i) alleging violation of, or asserting any exceedence or
noncompliance with any Environmental Law, (ii) asserting potential liability,
(iii) requesting information, or (iv) requesting investigation or clean-up of
any Environmental Site under any Environmental Law.  Seller has
provided Buyer with copies of all documents filed or received by or on behalf of
the Company and the Company Subsidiaries pursuant to any Environmental
Law.  None of the Company, the Company Subsidiaries or any of their
respective predecessors-in-interest has been designated as a potentially
responsible party by the United States Environmental Protection Agency or any
other Governmental Authority with respect to any sites with which any of them
may have had a direct or indirect involvement.

       

      (e) No
Hazardous Materials used or generated by the Company, the Company Subsidiaries
or any of their respective predecessors-in-interest, have ever been, are being,
or are intended to be or are threatened with being Released in, under or upon an
Environmental Site or any land adjacent thereto.

       

      (f) Except as
disclosed in Schedule
3.18(f), to the Knowledge of Company and Seller, no Hazardous Materials
have ever been shipped by or for the Company, the Company
Subsidiaries or any of their respective predecessors-in-interest, to other
sites or facilities for treatment, storage or disposal, and none of Seller, the
Company, the Company Subsidiaries or any of their respective
predecessors-in-interest has not received any notice that any sites or
facilities to which any such wastes have been shipped or sent to are subject to
or threatened to become subject to any governmental response action or clean up
order.  Seller has made available to Buyer copies of all manifests,
bills of lading and other receipts or evidence documenting disposal or recycling
of Hazardous Materials and sales receipts of the process by-products relating to
operations of the Company the Company Subsidiaries and any of their
respective predecessors-in-interest.

       

      
        
          
          

        

        
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      (g) To the
Knowledge of the Company and Seller, none of the Company, the Company
Subsidiaries, any of their respective predecessors-in-interest or their
respective former parent Persons has treated, stored, disposed of or recycled
any Hazardous Materials on any Environmental Site nor has anyone else, treated,
stored, disposed of or recycled any of the foregoing on any Environmental Site,
other than in accordance with all Environmental Laws.

       

      (h) To the
Knowledge of the Company and Seller, all Hazardous Materials have been
collected, managed, recycled, shipped and disposed by each of the
Company, the Company Subsidiaries, their respective
predecessors-in-interest or their respective former parent Persons in accordance
with all Environmental Laws.

       

      (i) There are
no underground tanks or other storage facilities for Hazardous Materials located
at any Environmental Site.  Copies of all notifications by or on
behalf of the Company or any of the company Subsidiaries made to Federal, state
or local authorities pursuant to Environmental Laws relating to underground
storage tanks or other storage facilities have been provided to
Buyer.

       

      (j) All
permits, authorizations or licenses necessary to operate the business at the
Environmental Sites that are presently used in the business are valid and in
full force and effect and copies of such permits have been provided to
Buyer.

       

      (k) There are
no asbestos-containing materials, capacitors, transformers or other equipment or
fixtures containing PCBs located at any Environmental Site.

       

      (l) Neither
the Company nor any of the Company Subsidiaries produces, purchases or uses in
its products or services, or purchases or uses any material, part, component or
subassembly incorporated into its products or services, containing any chemical
or other material to which state packaging and/or disclosure laws
apply.

       

      (m) There are
no Encumbrances under Environmental Laws on the Company Shares or any
Environmental Site or any assets of the Company or any of Company
Subsidiaries and no actions have been taken or are in process by any
Governmental Authority which could subject any Environmental Site or any such
assets to such an Encumbrance, and neither the Company nor any of the Company
Subsidiaries would be required to place any notice or restriction relating to
Hazardous Materials at any Environmental Site in any deed to such
property.

       

      (n) Seller
has made available to Buyer (i) all environmental audits, assessments or studies
(including Phase I and Phase II studies) within the possession of the Company,
any of the Company Subsidiaries or Seller with respect or any Environmental Site
and (ii) the results of sampling and analysis of any asbestos, air, soil, or
water, including ground and surface water, undertaken with respect to any
Environmental Site.

       

      
        
          
          

        

        
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      (o) Each of
the Company and of the Company Subsidiaries is in compliance with all
Federal and state worker safety laws and requirements, including, but not
limited to requirements under the Occupational Safety and Health
Act.

       

      (p) Neither
the Company nor Company Subsidiaries have had any involvement in the day to day
operations of California Living Waters, Inc.

       

      
        Section
3.19  Warranty
or Other Claims.

      

       

      (a) None of
the Company, the Company Subsidiaries or Seller has Knowledge of any existing or
threatened claims, or any facts upon which a claim is likely to be asserted,
against the Company or any of the Company Subsidiaries for services or
merchandise which are defective or fail to meet any service or product
warranties.  No claim has been asserted against the Company or
any of the Company Subsidiaries for material renegotiation or price
redetermination of any business transaction, and neither the Company, any of
the Company Subsidiaries or Seller has Knowledge of any facts upon which
any such claim is likely to be asserted.

       

      
        Section
3.20  Compliance
With Legal Requirements; Governmental Authorizations.

      

       

      (a) Except as
set forth in Schedule
3.20(a):

       

      (i) Each of
the Company and the Company Subsidiaries is, and at all times since June 23,
2004 has been, in full compliance with each Law that is or was applicable to it
or to the conduct or operation of its business or the ownership or use of any of
its assets;

       

      (ii) no event
has occurred or circumstance exists that (with or without notice or lapse of
time) (A) may constitute or result in a violation by the Company or any of the
Company Subsidiaries of, or a failure on the part of the Company or any of the
Company Subsidiaries to comply with, any Law, or (B) may give rise to any
obligation on the part of the Company to undertake, or to bear all or any
portion of the cost of, any remedial action of any nature; and

       

      (iii) none of
Seller, the Company or any of the Company Subsidiaries has received, at any time
since June 23, 2004, any notice or other communication (whether oral or written)
from any Governmental Authority or any other Person regarding (A) any actual,
alleged, possible, or potential violation of, or failure to comply with, any
Law, or (B) any actual, alleged, possible, or potential obligation on the part
of the Company or any of the Company Subsidiaries to undertake, or to bear all
or any portion of the cost of, any remedial action of any nature.

       

      (b) Schedule 3.20(b)
contains a complete and accurate list of each Governmental Authorization that is
held by the Company and the Company Subsidiaries or that otherwise relates to
the business of, or to any of the assets owned or used by, any of them. With
respect to the Governmental Authorizations listed or required to be
listed:

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      (i) each is
valid and in full force and effect.

       

      (ii) collectively,
they constitute all of the Governmental Authorizations necessary to permit each
of the Company and the Company Subsidiaries to lawfully conduct and operate its
business in the manner currently conducted and to permit each of the
Company and the Company Subsidiaries to own and use its assets in the
manner in which it currently owns and uses such assets.

       

      (iii) each of
the Company and the Company Subsidiaries at all times since June 23, 2004 has
been in full compliance with all of the terms and requirements of each
Governmental Authorization;

       

      (iv) no event
has occurred or circumstance exists that may (with or without notice or lapse of
time) (A) constitute or result directly or indirectly in a violation of or a
failure to comply with any term or requirement of any Governmental Authorization
required to be listed in Schedule 3.20(b), or
(B) result directly or indirectly in the revocation, withdrawal, suspension,
cancellation, or termination of, or any modification to, any Governmental
Authorization;

       

      (v) except as
listed on Schedule
3.20(b)(v), none of Seller, the Company or any of the Company
Subsidiaries has received, at any time since June 23, 2004, any notice or other
communication (whether oral or written) from any Governmental Authority or any
other Person regarding (A) any actual, alleged, possible, or potential violation
of or failure to comply with any term or requirement of any Governmental
Authorization, or (B) any actual, proposed, possible, or potential revocation,
withdrawal, suspension, cancellation, termination of, or modification to any
Governmental Authorization; and

       

      (vi) all
applications required to have been filed for the renewal of the Governmental
Authorizations required to be listed in Schedule 3.20(b) have
been duly filed on a timely basis with the appropriate Governmental Authorities,
and all other filings required to have been made with respect to such
Governmental Authorizations have been duly made on a timely basis with the
appropriate Governmental Authority.

       

      
        Section
3.21  Legal
Proceedings; Court Orders.

         

      

      (a) Except as
listed on Schedule
3.21(a), there is no pending Proceeding:

       

      (i) that has
been commenced by or against the Company or any of the Company Subsidiaries or
that otherwise relates to or may affect the business of, or any of the assets
owned or used by, the Company or any of the Company Subsidiaries;
or

       

      (ii) that
challenges, or that may have the effect of preventing, delaying, making illegal,
or otherwise interfering with, any of the transactions contemplated hereby and
by the Ancillary Agreements.

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      Further,
(A) to the Knowledge of Seller, any of the Company Subsidiaries or the Company,
no such Proceeding has been threatened, and (B) no event has occurred or
circumstance exists that may give rise to or serve as a basis for the
commencement of any such Proceeding. There is no Court Order:

      


      (iii) to which
the Company or any of the Company Subsidiaries or any of the assets owned
by the Company or any of the Company Subsidiaries or used by them is
subject;

       

      (iv) to which
Seller is subject that relates to the business of the Company or any of the
Company Subsidiaries, or any of the assets owned or used by the Company or
any of the Company Subsidiaries; and

       

      (v) to which
any officer, director, agent, or employee of the Company or any of the
Company Subsidiaries is subject that prohibits such officer, director, agent, or
employee from engaging in or continuing any conduct, activity, or practice
relating to the business of the Company or any of the Company
Subsidiaries.

       

      (b) To the
extent that there are any Court Orders required to be listed on Schedule
3.21(a):

       

      (i) each of
the Company, the Company Subsidiaries and Seller is, and at all times since June
23, 2004 has been, in full compliance with all of the terms and requirements of
each such Court Order;

       

      (ii) no event
has occurred or circumstance exists that may constitute or result in (with or
without notice or lapse of time) a violation of or failure to comply with any
term or requirement of any such Court Order; and

       

      (iii) none of
Seller, the Company or any of the Company Subsidiaries has received, at any
time since June 23, 2004, any notice or other communication (whether oral or
written) from any Governmental Authority or any other Person regarding any
actual, alleged, possible, or potential violation of, or failure to comply with,
any term or requirement of any such Court Order.

       

      
        Section
3.22  Borrowings
and Guarantees.

      

       

      Except as
listed on Schedule
3.22, there are no agreements or undertakings pursuant to which the
Company or any of the Company Subsidiaries (a) is borrowing or is entitled to
borrow any money, (b) is lending or has committed itself to lend any money, or
(c) is a guarantor or surety with respect to the obligations of any
Person.

      


      
        Section
3.23  Financial
Service Relations and Powers of Attorney.

      

       

      All of
the arrangements which each of the Company or any of the Company Subsidiaries
has with any bank depository institution or other financial services entity,
whether or not in the Company’s or any of the Company Subsidiaries’ name, are
completely and accurately described on Schedule 3.23,
indicating with respect to each of such arrangements the type of arrangement
maintained (such as checking account, borrowing arrangements, safe deposit box,
etc.) and the current balance as of the date reported, banking institution and
Person or Persons authorized in respect thereof.  Neither the Company
nor any of the Company Subsidiaries has any outstanding power of attorney or
similar right granted or given to any Person by any of them.

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

      


      
        Section
3.24  Insurance.

      

       

      (a) Each of
the Company and the Company Subsidiaries maintains (i) insurance on all of
its property (including leased or owned) real or personal property that insures
against loss or damage by fire or other casualty (including extended coverage)
and (ii) insurance against liabilities, claims and risks of a nature and in such
amounts as are normal and customary in its industry.

       

      (b) Schedule 3.24(b)
contains a complete and correct list of all policies of insurance maintained by
or on behalf of the Company and any of the Company Subsidiaries (including
insurance providing benefits for employees) in effect on the date hereof,
together with complete and correct information with respect to the premiums,
coverages, insurers, expiration dates, and deductibles in respect of such
policies.  The policies listed on Schedule 3.24(b) are
sufficient to enable the Company and the Company Subsidiaries to comply with all
requirements of Law and all agreements to which any of them is subject, (ii)
and, except as set forth on Schedule 3.24(b),
will remain in full force and effect through the respective expiration dates of
such policies without the payment of additional premiums, and (iii) except as
set forth on Schedule
3.24(b),will not be adversely affected by, or terminate or lapse by
reason of, the transactions contemplated by this Agreement.  Schedule 3.24(b) also
sets forth all other insurance policies in effect at any time during the three
(3) year period ended December 31, 2009, under which the Company or any of
the Company Subsidiaries may currently be entitled to give notice or otherwise
assert a claim.

       

      (c) Except
for amounts deductible under the policies of insurance described on Schedule 3.24(b) or
with respect to risks assumed as a self-insurer and described on such Schedule,
neither the Company nor any of the Company Subsidiaries is, or has, at any time
been subject to any liability as a self-insurer of its business or
assets.

       

      (d) Except as
set forth on Schedule
3.24(d), there are no claims pending under any of said policies, or
disputes with insurers, and all premiums due and payable thereunder have been
paid, and all such policies are in full force and effect in accordance with
their respective terms. Schedule 3.24(d) also
sets forth the insurance claims expenses of the Company and the Company
Subsidiaries since June 23, 2004.   Except as set forth on Schedule 3.24(d), no
notice of cancellation or termination has been received with respect to any such
policy and there is no basis upon which the insurance company would have the
right to terminate any such policy during the policy term and no notice relating
to non-renewal reduction of coverage or increase in premium has been received by
the company with respect to any such policy.  Neither the Company nor
any of the Company Subsidiaries has been refused any insurance with respect to
assets or operations, nor has its coverage been limited by any insurance carrier
with which it has applied for any such insurance or with which it has carried
insurance.  None of the insurance carriers providing coverage to
Company or any of the Company Subsidiaries are insolvent or otherwise
unable to perform its obligations or pay any claims pursuant to any of the
insurance policies maintained by the Company or any of the Company
Subsidiaries.

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      (e) Except as
listed on Schedule
3.24(e), neither the Company nor any of the Company Subsidiaries has any
current or prior insurance policy which remains subject to a retrospective
adjustment of the premiums payable thereunder.

       

      (f) Each of
the Company and the Company Subsidiaries is, and at all times has been, in
full compliance with all customer contracts regarding type and amount of
insurance.

       

      
        Section
3.25  Finder’s
Fee.

         

      

      None of
the Company, any of the Company Subsidiaries or Seller has incurred or become
liable for any broker’s commission or finder’s fee relating to or in connection
with the transactions contemplated by this Agreement.

       

      
        Section
3.26  Transactions
With Related Parties.

         

      

      (a) Except as
listed on Schedule
3.26(a), no Seller or any Related Person of Seller or of the
Company or of any of the Company Subsidiaries has, or within the last five
years has had, any interest in any property (whether real, personal, or mixed
and whether tangible or intangible), used in or pertaining to the Company’s or
any of the Company Subsidiaries’ business.

       

      (b) Except as
listed on Schedule
3.26(d),
no Seller or any Related Person of Seller or of the Company or of any of the
Company Subsidiaries is, or within the last five years has owned (of record or
as a beneficial owner) an equity interest or any other financial or profit
interest in, a Person that has (i) had business dealings or a material financial
interest in any transaction with the Company or any of the Company
Subsidiaries, or (ii) engaged in competition with the Company with respect to
any line of the products or services of the Company (a “Competing Business”) in any
market presently served by the Company or any of the Company Subsidiaries,
except for ownership of less than one percent of the outstanding capital stock
of a Competing Business that is publicly traded on any recognized exchange or in
the over-the-counter market.

       

      (c) Except as
listed on Schedule
3.26(d),
no Seller or any Related Person of Seller or of the Company or of or any of the
Company Subsidiaries is a party to any Material Contract with, or has any claim
or right against, the Company or any of the Company
Subsidiaries.

       

      (d) For the
purposes of this Section 3.26, CVC and
its affiliates shall be deemed to be “Related
Persons”.  Notwithstanding the foregoing, except as set forth on Schedule 3.26(d), as
of the date hereof neither the Company nor any Company Subsidiary is party to
any agreement with CVC or any of its affiliates (any such agreement, a “CVC Related Party
Agreement”).

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

      
        Section
3.27  Absence
of Sensitive Payments.

         

      

      The
Company has not, nor have any of the Company’s or any of the Company
Subsidiaries’ directors, members, officers, agents, stockholders or employees or
any other Person associated with or acting on behalf of the Company or any of
the Company Subsidiaries:

      


      (a) made or
agreed to make any solicitations, contributions, payments or gifts of funds or
property to any governmental official, employee or agent where either the
payment or the purpose of such solicitation, contribution, payment or gift was
or is illegal under the laws of the United States, any state thereof, or any
foreign jurisdiction or prohibited by the policy of the Company or of any
of the Company Subsidiaries or of any of its suppliers or
customers;

       

      (b) established
or maintained any unrecorded fund or asset for any purpose, or has made any
false or artificial entries on any of its books or records for any reason;
or

       

      (c) made or
agreed to make any contribution or expenditure, or reimbursed any political gift
or contribution or expenditure made by any other Person to candidates for public
office, whether national, regional or local (foreign or domestic) where such
contributions were or would be a violation of applicable Law.

       

      
        Section
3.28  Disclosure
of Material Information.

         

      

      (a) Neither
this Agreement nor any Ancillary Agreement, the financial statements (including
the footnotes thereto), any Schedule, any exhibit, document or certificate
delivered by or on behalf of the Company, or any of the Company Subsidiaries or
Seller pursuant hereto contains any untrue statement of a material fact, or
omits to state a material fact necessary to make the statements herein or
therein not misleading.  There is no fact which has a Material Adverse
Effect on the Company or any of the Company Subsidiaries or its or their
business or may in the future (so far as can now be reasonably foreseen), may
have a Material Adverse Effect on the Company or its or their business which has
not been specifically disclosed herein or in the Schedules hereto.

       

      (b) The
information included in the proxy statement, or any amendment or supplement
thereto, to be sent by Seller to Seller stockholders in connection with the Sale
and the other transactions contemplated by this Agreement (the “Proxy Statement”) shall not,
on the date the Proxy Statement is first mailed to the stockholders of Seller or
at the time of the Seller Stockholder Approval, 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.  Seller has
properly and timely filed with the SEC all of the documents and filings required
to be filed by Seller in connection with the Seller Stockholder Approval, the
Waste Water Acquisition, and all of the transactions contemplated by this
Agreement and the Ancillary Agreements.

       

      
        
          
          

        

        
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        Section
3.29  Copies
of Documents.

      

       

      True,
complete and correct copies of any underlying documents listed or described in
this Article 3 or any Schedules delivered pursuant to this Article, together
with all amendments, renewals and modifications related thereto have been
delivered to Buyer.

      


      
        Section
3.30  Adequacy
of Consideration.

      

       

      (a) Seller
conducted a formal sales process in a non-collusive, fair and good faith manner
in connection with its desire to sell the Company and the Company Subsidiaries
(the “Proposed
Sale”).  Seller received competitive bids in connection with
the Proposed Sale and Buyer’s bid was deemed by Seller to be the highest and
best bid.

       

      (b) This
Agreement and the transactions contemplated hereby were negotiated, proposed and
entered into by Seller, the Company and Buyer in good faith and without
collusion.

       

      (c) Seller
adequately marketed the Proposed Sale and the consideration to be paid by Buyer
under the terms and conditions of this Agreement (i) is fair and reasonable,
(ii) represents the highest and best offer Seller received for the Company and
the Company Subsidiaries; (iii) provides greater remuneration to Seller than
would be provided by any other practical available alternative; and (iv)
constitutes reasonably equivalent value and fair and reasonable consideration in
exchange for the sale of the Company and the Company Subsidiaries.

       

      
        Section
3.31  Representations
and Warranties Regarding GEM NewCo and GEM LP.

      

       

      At the
time of effectiveness of the Merger and as of the Closing:

       

      (a) GEM LP
shall be a limited partnership duly organized, validly existing and in good
standing under the Law of the state of Delaware and GEM NewCo shall be a
corporation duly organized, validly existing and in good standing under the Law
of the state of Delaware.  Each of GEM LP and GEM NewCo shall have
full power and authority to own, operate, or lease its properties and to conduct
its business in the manner and in the places where such properties are owned or
leased or such business is conducted by it.  The true, complete and
correct copies of the respective Organizational Documents of each of GEM LP and
GEM NewCo shall be in the form attached hereto as Exhibit 3.31(a).  Neither
of GEM LP and GEM NewCo shall be in violation of its respective Organizational
Documents.

       

      (b) Each of
GEM LP and GEM NewCo shall be duly qualified to do business and in good standing
as a foreign corporation in each of the jurisdictions identified on Schedule 3.31(b) and shall not be
required to be licensed or qualified to conduct its business or own its property
in any other jurisdiction.

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

      (c) The
authorized capital stock of GEM NewCo shall consist of (i) 100 shares of
common stock, $0.01 par value per share, of which all 100 shares shall be
validly issued and outstanding and held by Seller.  The issuance of
all of such issued and outstanding shares shall have been duly authorized and
all such shares shall be fully paid and nonassessable, issued in compliance with
applicable Federal and state securities laws, and not issued in violation of any
Person’s preemptive rights.  There shall be no shares of capital stock
of GEM NewCo reserved for any purpose.

       

      (d) There
shall be no (i) outstanding or authorized subscriptions, warrants, options or
other rights granted by GEM NewCo or Seller to purchase or acquire, or
preemptive rights with respect to the issuance or sale of, the capital stock of
GEM NewCo, or which obligate or may obligate GEM NewCo to issue any additional
shares of its capital stock or any securities convertible into or evidencing the
right to subscribe for any shares of its capital stock, (ii) securities of GEM
NewCo directly or indirectly convertible into or exchangeable for shares of
capital stock of GEM NewCo, (iii) “phantom” stock, stock appreciation rights or
agreements or similar rights or agreements which are intended to confer on any
Person rights similar to any rights accruing to owners of capital stock, (iv)
agreements relating to the voting of GEM NewCo’s capital stock, (v) restrictions
on the transferability of GEM NewCo’s capital stock (by agreement,
Organizational Documents, statute or otherwise), or (vi) other agreements among
Seller or any other Person relating to the NewCo Shares.

       

      (e) Seller
shall be the record and beneficial owner of the NewCo Shares and shall be in
possession of the certificate(s) evidencing such ownership.  Seller
shall not own of record or beneficially any other shares of capital stock of
NewCo, or any rights of the type described in Section
3.31(d).  The NewCo Shares shall, upon their delivery at
Closing by Seller to Buyer, (i) be duly authorized, validly issued, fully paid
and nonassessable, (ii) be free and clear of all Encumbrances, and (iii)
constitute 100% of the issued and outstanding capital stock of
NewCo.

       

      (f) Seller
shall be the only limited partner of, and the sole owner of a limited partner
interest in, GEM LP and shall be in possession of the certificate evidencing
such ownership, GEM NewCo shall be the sole general partner of GEM LP, which
general partnership interest shall not represent an economic interest in GEM LP,
and GEM LP’s Organizational Documents shall set forth such limited and general
partner interests.  The LP Interests shall, upon their delivery at
Closing by Seller to Buyer, be free and clear of all
Encumbrances.  Together with the purchase and delivery of the NewCo
Shares as provided for hereunder, the purchase and delivery of the LP Interests
shall vest in Buyer 100% ownership and control of, and all partnership, economic
and voting rights with respect to, GEM LP, free and clear of all
Encumbrances.

       

      (g) Each of
GEM LP and GEM NewCo shall have the unrestricted and absolute power, authority
and capacity to execute and deliver the Joinder Documents and the Merger
Documents to which it is a party and any and all other documents required or
contemplated by this Agreement (the “GEM LP/NewCo Documents”) and to perform
its obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby, including, without limitation, to execute and
deliver any documents and instruments, and to take any actions, necessary or, in
Buyer’s sole discretion, desirable, to convey the Purchased Interests to Buyer
as contemplated hereby and thereby.

       

      (h) All
necessary action, partnership, corporate or otherwise, shall have been taken by
each of GEM LP and GEM NewCo to authorize the execution, delivery and
performance of each of the Ancillary Agreements to which it is a party and the
transactions contemplated hereby and thereby.  Each of the Ancillary
Agreements to which either of GEM LP and GEM NewCo is a party shall at the
Closing be duly executed and delivered by each of GEM LP and GEM NewCo, as
applicable.  The Ancillary Agreements to which either of GEM LP and
GEM NewCo is a party shall at the Closing be legal, valid and binding
obligations of each of GEM LP and GEM NewCo, as applicable, enforceable against
each of them in accordance with their terms.

       

      
        
          
          

        

        
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      ARTICLE
4

                

      REPRESENTATIONS
AND WARRANTIES OF BUYER

       

       

      Buyer
hereby represents and warrants to Seller as follows:

      


      
        Section
4.1  Organization
of Buyer.

      

       

      Buyer is
a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Delaware with full power and authority
to own, operate or lease its properties and to conduct its business in the
manner and in the places where such properties are owned or leased or such
business is conducted by it.

      


      
        Section
4.2  Authorization
of Transaction.

      

       

      Buyer has
the full power and authority to execute, deliver and perform this Agreement, to
perform its obligations hereunder, and to carry out the transactions
contemplated hereby.  All necessary action, corporate or otherwise,
has been taken by Buyer to authorize the execution, delivery and performance of
this Agreement and the transactions contemplated hereby.  The
Agreement has been duly executed and delivered by Buyer.  The
Agreement is the legal, valid and binding obligation of Buyer, enforceable
against Buyer in accordance with its terms.

      


      
        Section
4.3  No
Conflict of Transaction With Obligations and Laws.

      

       

      Neither
the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby, will: (i) constitute a breach or violation of
any provision of the Organizational Documents of Buyer or any resolutions of
Buyer’s Board of Directors; (ii) require the consent of any other party (other
than a Governmental Authority) under any loans, contracts, leases, licenses and
other agreements to which Buyer is a party or by which it is bound; (iii)
constitute (with or without the passage of time or the giving of notice) a
breach of, or default under, any debt instrument to which Buyer is a party, or
give any other Person the right to accelerate any Indebtedness or terminate,
modify or cancel  any right; (iv) constitute (with or without the
passage of time or giving of notice) a default under or breach of any other
agreement, instrument or obligation to which Buyer is a party or by which it or
its assets are bound; (v) result in the creation of any Encumbrance upon any
Buyer capital stock or any of the assets of Buyer; (vi) conflict with or result
in a violation of any Court Order or Law, or give to any other Person the right
to exercise any remedy or obtain any relief under any Court Order or Law to
which Buyer is subject or by which the properties or assets of Buyer are bound;
or (vii) result in a violation of any of the terms or requirements of, or give
any Governmental Authority the right to revoke, suspend or otherwise modify, any
Government Authorization of Buyer.

       

      
        
          
          

        

        
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      ARTICLE
5

       

      COVENANTS
OF THE COMPANY AND THE SELLER PRIOR TO CLOSING.

       

       

      The
Company and Seller hereby covenants and agrees with Buyer as
follows:

      


      
        Section
5.1  Access
to Information.

         

      

      From and
after the date hereof, at reasonable times and upon reasonable notice to the
Company, Buyer shall be entitled, through its employees, advisors and
Representatives, to make such investigation of the assets, properties,
facilities, personnel, business and operations of the Company and any of the
Company Subsidiaries and the business of the Company and any of the Company
Subsidiaries and, to make such examination of the books, records and financial
condition of the Company and any of the Company Subsidiaries and the business of
the Company and any of the Company Subsidiaries, as Buyer
requests.  No investigation by Buyer shall diminish, obviate or
constitute a waiver of, the enforcement of any of the representations,
warranties, covenants or agreements of the Company or Seller under this
Agreement or any of the Ancillary Agreements.  The Company and Seller
shall furnish the Representatives of Buyer with all information and copies of
documents concerning the affairs of the business of the Company and any of the
Company Subsidiaries as such Representatives may request and shall cause the
appropriate officers, employees, consultants, agents, accountants and attorneys
of Seller to cooperate fully with such Representatives in connection with such
review and examination and shall make full disclosure to Buyer of all material
facts affecting the financial condition and business operations of the Company
or any of the Company Subsidiaries.  Seller shall deliver at Closing
an updated list of Receivables as of a date not more than three days prior to
the Closing Date. Prior to the Closing, Seller shall cause the Company and the
Company Subsidiaries to cooperate with Buyer to permit Buyer to enjoy the
Company’s rating and benefits under the worker’s compensation laws and
unemployment compensation laws of applicable jurisdictions, to the extent
permitted by such laws.

      


      
        Section
5.2  Affirmative
Covenants with Respect to Ordinary Course of Business.

      

       

      Between
the date of this Agreement and the Closing, Seller will, and will cause each of
the Company and the Company Subsidiaries to, do each of the following with
respect to the Company and the Company Subsidiaries, except as may be necessary
or, in Buyer’s sole discretion, desirable in connection with effecting the
Merger:

      


      (a) conduct
each of the Company’s and the Company Subsidiaries’ business only in the
Ordinary Course of Business;

       

      (b) maintain
its equipment and other assets in good working condition and repair, subject
only to ordinary wear and tear;

       

      (c) use best
efforts to prevent any change with respect to its banking
arrangements;

       

      
        
          
          

        

        
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      (d) use best
efforts to keep intact its current business organization, to keep available its
present officers, agents and employees and to preserve the goodwill of all
suppliers, customers landlords, creditors, employees, agents and others having
business relations with it;

       

      (e) withhold
or remit, with respect to all employees, all employment taxes;

       

      (f) for Tax
periods ending on or before the Closing Date where the due date for such Tax
Returns (taking into account valid extensions of the respective due dates) falls
on or before the Closing Date, prepare on a basis consistent with the Tax
Returns of the Company and the Company Subsidiaries and provide Buyer with a
copy of appropriate workpapers, schedules, drafts and final copies of each
federal and state income Tax Return or election of the Company and the Company
Subsidiaries at least ten days before filing such Tax Return or election;
provided, however, that the Company and the Company Subsidiaries will not file
any Tax Return or election or claim for refund or consent to any adjustment or
otherwise compromise or settle any matters with respect to Taxes to which Buyer
objects, within 10 Business Days thereof;

       

      (g) have in
effect and maintain at all times all insurance of the kind, in the amount and
with the insurers set forth in Schedule 3.24(b) or
equivalent insurance with any substitute insurers approved by
Buyer;

       

      (h) perform
all of its obligations under all contracts and other agreements relating to the
Company and the Company Subsidiaries, including the discharge of all
accounts payable of the Company or any of the Company Subsidiaries according to
the terms and conditions of all invoices therefore, except when the amount
thereof is being contested in good faith by appropriate Proceedings and with
adequate reserves therefore being set aside on the books of the Company or
the applicable Company Subsidiary, as the case may be;

       

      (i) maintain
true, correct and complete books of accounts and records relating to the
business of the Company and the Company Subsidiaries;

       

      (j) comply in
all respects with all Laws applicable to the conduct of each of the Company’s
and the Company Subsidiaries’ business or its properties or assets;

       

      (k) promptly
upon having Knowledge thereof, advise Buyer in writing of the termination or
resignation of any key employee and the circumstances therefore;

       

      (l) pay all
Taxes imposed upon it or its income, profits or assets, or otherwise required to
be paid by it;

       

      (m) pay when
due any liability or charge that if, unpaid, might become an Encumbrance upon
the Company Shares or any of the Company’s or and the Company Subsidiaries’
assets;

       

      (n) maintain
each of the Government Authorizations, free and clear of all
Encumbrances;

       

      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

      (o) use
prudent practices in collection procedures in order to collect the Receivables
so as not to jeopardize Buyer’s future customer relations; and

       

      (p) discharge
when due all compensation and benefits to any employee under all pay and
compensation practices applicable to the business of the Company and of the
Company Subsidiaries and under any employment agreements payable in the Ordinary
Course of Business.

       

      
        Section
5.3  Negative
Covenants with Respect to Ordinary Course of Business.

         

      

      Between
the date of this Agreement and the Closing, Seller will, and will cause each of
the Company and the Company Subsidiaries to, do the following with respect to
the Company and the Company Subsidiaries, except as may be necessary or, in
Buyer’s sole discretion, desirable in connection with effecting the
Merger:

      


      (a) refrain
from making any purchase, sale or disposition of any asset or property other
than in the Ordinary Course of Business, from purchasing any capital asset and
from mortgaging, pledging or, subjecting to any Encumbrance any of its
properties or assets;

       

      (b) refrain
from entering into any contract or commitment providing for payments in excess
of $5,000 in any fiscal year, except in the Ordinary Course of Business after
consultation with Buyer;

       

      (c) refrain
from incurring any contingent liability as a guarantor or otherwise with respect
to the obligations of others, and from incurring any other contingent or fixed
obligations or liabilities except those that are usual and normal in the
Ordinary Course of Business;

       

      (d) refrain
from entering into any material agreement or amending or terminating any
material contract, agreement or license to which it is a party or waiving or
releasing any material right or claim;

       

      (e) refrain
from making any change or incurring any obligation to make a change in the
Organization Documents of each of Seller, the Company and the Company
Subsidiaries, or its authorized or issued capital stock or any other of its
securities or interests, including warrants and options and refrain from making
any change or incurring any obligation to make a change in the Organization
Documents of Seller;

       

      (f) refrain
from declaring, setting aside or paying any dividend or making any other
distribution in respect of capital stock or any interests, or making any direct
or indirect redemption, purchase or other acquisition of capital stock, of the
Company or the Subs Equity;

       

      (g) refrain
from entering into any employment contract (other than as may be contemplated by
this Agreement) or making any change in the compensation payable or to become
payable to any of its officers, employees or agents;

       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

       

      (h) refrain
from instituting, terminating, changing or making any representations, either
oral or written, to increase or change any Benefit Plan or adopting any new
Benefit Plan, other than as contemplated hereunder;

       

      (i) refrain
from making any change in accounting methods or practices;

       

      (j) refrain
from prepaying any loans from its stockholders, officers or directors (if any)
or other Related Persons or making any change in its borrowing
arrangements;

       

      (k) refrain
from merging, consolidating or reorganizing with, or acquiring, any
Person;

       

      (l) neither
Seller nor the Company nor the Company Subsidiaries will (i) make or rescind any
express or deemed election or take any other discretionary position relating to
Taxes, (ii) amend any Return, (iii) settle or compromise any audit, assessment
or litigation relating to Taxes or (iv) change any of its methods of reporting
income or deductions for Tax purposes from those employed in the preparation of
the last filed Tax Returns.

       

      (m) refrain
from taking any action or permitting the Company or any of the Company
Subsidiaries to take any action which would cause any Governmental Authority to
institute Proceedings regarding any of the Government Authorizations or take any
other action which would result in the Company or any of the Company
Subsidiaries being in noncompliance with the requirements of any Governmental
Authority having jurisdiction thereof; and

       

      (n) refrain
from taking any action that is represented or warranted in Section 3.10 not to
have been taken since the Base Balance Sheet Date, unless to do so would be
inconsistent with the provisions of this Section 5.3 or Section
5.2.

       

      
        Section
5.4  Governmental
Permits and Approvals; Consents.

         

      

      The
Company and Seller shall use their best efforts to obtain promptly (i) all
permits and approvals from any Governmental Authority required to be obtained
for the lawful consummation of the Closing, and (ii) the letters contemplated by
Section 7.10
from the lessors of the Leased Real Property.

      


      
        Section
5.5  Assignment
of Contracts.

         

      

      To the
extent that the terms of any contracts to which the Company or any of the
Company Subsidiaries is a party (including the leases for Real Property) or any
Governmental Authorizations require consent of another party due to the Merger
or the sale of the Purchased Interests or otherwise in connection with the
consummation of the transactions contemplated by this Agreement, Seller agrees
to use, and cause the Company and the Company Subsidiaries to use, their best
efforts to obtain the consent of such other party.

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

       

      Section
5.6  Notification
of Breach of Representations and Warranties.

       

      Promptly
upon the Company, any of the Company Subsidiaries or Seller having Knowledge
thereof, Seller or Company shall advise Buyer in writing of (i) any Material
Adverse Change with respect to Company or any of the Company Subsidiaries; (ii)
any event, condition or circumstance occurring from the date hereof until the
Closing Date that would constitute a violation or breach of any representation,
warranty, covenant, agreement or provision contained in this Agreement
(provided, however, that such disclosure shall not be deemed to cure any
violation or breach of any such representation, warranty, covenant, agreement or
provision), or (iii) any event, occurrence, transaction or other item that would
have been required to be disclosed on the Schedules attached hereto, had such
event, occurrence, transaction or item existed on the date hereof, and the
Company and Seller shall use their best efforts to prevent or promptly remedy
the same.

      


      
        Section
5.7  Consummation
of Agreement.

         

      

      Seller
shall use its best efforts to perform and fulfill, and to cause the Company and
the Company Subsidiaries to perform and fulfill, all conditions (including,
without limitation, each and every condition set forth in Article 7 below) and
obligations on their part to be performed and fulfilled under this Agreement,
including, without limitation, obtaining all necessary authorizations, consents
or approvals, including those of the stockholders and Board of Directors of the
Company.

      


      
        Section
5.8  Exclusive
Dealing.

      

       

      (a) Until
such time as  this Agreement is terminated in accordance with its
terms, none of the Company, the Company Subsidiaries, and/or any of their
respective directors, officers, employees, members, owners, partners or
investors, Seller, or any of their respective Representatives (nor GEM NewCo nor
GEM LP) will, directly or indirectly:  (i) encourage, solicit,
initiate, engage (including by way of furnishing or disclosing information) or
participate in any negotiations with any Person (other than Buyer) concerning
any merger, consolidation or other business combination involving the Company,
the Company Subsidiaries or acquisition of any portion of their respective
assets or business, or encourage, solicit, initiate or entertain inquiries or
proposals concerning, or which could reasonably be expected to lead to, any of
the foregoing (an “Acquisition Transaction”); or (ii) negotiate or take any
other action intended or designed to facilitate the efforts of any Person (other
than Buyer) relating to a possible Acquisition Transaction; or (ii) enter into
any arrangements, agreements or understanding requiring any of them to abandon,
terminate or fail to consummate the transactions contemplated by this
Agreement.

       

      (b) Seller
will immediately notify Buyer regarding any contact between the Company, the
Company Subsidiaries, any of their respective directors, officers, employees,
members, owners, partners or investors, Seller, or any of their respective
Representatives and any other Person (including GEM NewCo and GEM LP) regarding
any Acquisition Proposal or any related inquiry.

       

      
        
          
          

        

        
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        Section
5.9  ERISA
Benefit Plan.

      

       

      Prior to
Closing, Seller will, and will cause each of the Company and the Company
Subsidiaries to, do each of the following with respect to the General
Environmental Management, Inc. 401(k) Profit Sharing Plan (the “401(k) Plan”),
or any other qualified plan within the meaning of Section 401(a) of the Code,
that is or has been sponsored by the Company or any one of the Company
Subsidiaries within the past six years; failure to comply with the provisions of
this Section
5.9 will result in a Purchase Price reduction in accordance with Section 2.6
hereof:

       

      (a) remit any
and all employee deferrals due or accrued on or before the Closing that have
been withheld from an employee’s pay but not transferred to the trustee of the
401(k) Plan;

       

      (b) for the
period January 1, 2009 through the date of the Closing, remit lost earnings and
interest on any and all employee deferrals withheld but not transferred to the
trustee of the 401(k) Plan within three (3) Business Days, such amount to be no
less than the amount computed using the Department of Labor’s Voluntary
Fiduciary Correction Program Lost Earnings Calculator (see 29 CFR 2560, 2570;
the “VFC Program”);

       

      (c) for the
period January 1, 2007 through December 31, 2008, remit lost earnings and
interest on any and all employee deferrals withheld but not transferred to the
trustee of the 401(k) Plan within five (5) Business Days, such amount to be no
less than the amount computed using the VFC Program;

       

      (d) remit
interest on any profit, if any, derived by Company’s and the Company
Subsidiaries’ use of employee deferrals, as computed using the VFC
Program;

       

      (e) adopt, as
necessary, corporate resolutions and plan amendments and take all other actions
necessary to bring the 401(k) Plan into current compliance with applicable Law;
and

       

      (f) adopt
corporate resolutions resolving to terminate the 401(k) Plan, such termination
to be effective no later than one day prior to Closing.

       

      (g) distribute
to employees any communications required under applicable Law, including an
explanation of remittance of late contributions and lost earnings and interest
thereto.

       

      
        Section
5.10  Welfare
Plan.

      

       

      On or
prior to the Closing, Seller will, and will cause each of the Company and the
Company Subsidiaries to, do each of the following with respect to the General
Environmental Management, Inc. Welfare Benefits Plan (the “Welfare Plan”);
failure to comply with the provisions of this Section 5.10 will
result in a Purchase Price reduction in accordance with Section 2.6
hereof:

       

      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

       

      (a) remit any
and all employee premiums due or accrued on or before the Closing that have been
withheld but not transferred to the Welfare Plan Third Party Administrator –
Great West Healthcare (“Great West”); and

       

      (b) pay all
outstanding benefit claims incurred but not paid as of the date of the Closing;
and

       

      (c) remit
Seller’s share of Great West Administrative Service Only Fees (“ASO Fees”) due
or accrued on or before the Closing; provided that in the month of Closing
Seller, or any of its direct or indirect subsidiaries, shall pay Seller’s pro
rata share of ASO Fees.

       

      
        Section
5.11  Formation
of GEM NewCo and GEM LP; Joinder; Merger

      

       

      (a) Seller
and the Company shall cause the formation of GEM NewCo and GEM LP as
contemplated hereunder as soon as possible following the execution of this
Agreement; provided,
however that Seller and the Company shall not permit the applicable
Organizational Documents of GEM NewCo and GEM LP to be filed with the Secretary
of State of the State of Delaware without Buyer’s prior approval
thereof.

       

      (b) Seller
shall cause GEM NewCo and GEM LP as soon as possible following the formation of
GEM NewCo and GEM LP, and, in any event, no later than one (1) Business Day
thereafter, to become a party hereto by executing a joinder agreement in the
form attached hereto as Exhibit 5.11(b) (the
“Joinder
Agreement”).  As necessary prior to and on the Closing Date,
Seller shall deliver updated disclosure schedules to Buyer to reflect that GEM
NewCo and GEM LP will have, in connection with the Joinder Agreement, made the
representations and warranties contained in Article 3 hereof jointly and
severally with Seller and the Company, and that GEM Environmental Management,
Inc. (a Delaware corporation) will have merged with and into GEM LP as of the
effective time of the Merger.

       

      (c) Seller
shall effect the Merger as contemplated hereunder as soon as possible following
the formation of GEM NewCo and GEM LP; provided, however that Seller
shall not file the Merger Documents with the Secretary of State of the State of
Delaware without Buyer’s prior approval thereof.

       

      
        Section
5.12  Settlement
of Proceedings

      

       

      Seller shall use its best efforts to
enter into and consummate (i) a final and binding settlement agreement with
Romic Environmental Technologies Corp. (“Romic”) relating to the lawsuit brought by
Romic against Seller, et al. (Case No. BC373769 in the Superior Court of the
State of California, County of Los Angeles), which settlement agreement shall
include a release in favor of the Company and the Company Subsidiaries, which
release shall be in form and substance satisfactory to Buyer in its sole
discretion (such settlement agreement and release, collectively, the
“Romic
Settlement”), and (ii) a
final and binding settlement agreement with Clean Harbors Environmental Services,
Inc. (“Clean
Harbors”) relating to the
lawsuit brought by Clean Harbors against the Company, et al. (Case
No. 2009-CV-00355 in the
Superior Court of the State of California, County of Norfolk), which settlement agreement shall
include a release in favor of the Company and the Company Subsidiaries, which
settlement agreement and release shall be in form and substance satisfactory to
Buyer in its sole discretion (such settlement agreement and release,
collectively, the “CH
Settlement”).  Seller shall pay all
amounts outstanding in connection with or otherwise related to or arising from
Passarelli Judgment.

       

      
        
          
          

        

        
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        Section
5.13  Stockholder
Meeting

      

       

      Seller
shall use best efforts in accordance with and subject to Nevada Law, its
certificate of incorporation and bylaws to cause a meeting of its stockholders
(the “Seller Stockholder
Meeting”) to be duly called and held as soon as reasonably practicable
for the purpose of voting on the approval and adoption of this Agreement and the
Sale. The Proxy Statement shall contain the recommendation of the Board of
Directors of Seller that Seller’s stockholders approve and adopt this Agreement
and the Sale. In connection with the Seller Stockholder Meeting, Seller shall
(i) mail the Proxy Statement and all other proxy materials for such meeting
to its stockholders as promptly as practicable after the execution of this
Agreement, (ii) use best efforts to obtain Seller Stockholder Approval,
(iii) use best efforts to promptly and fully respond and resolve all of the
comments received from the SEC in connection therewith, and (iv) fully
comply with Section 14 of the Exchange Act and all of the rules and regulations
promulgated thereunder and otherwise comply with all legal requirements
applicable to such meeting and the Proxy Statement. Without limiting the
generality of the foregoing, unless this Agreement is otherwise terminated in
accordance with the terms hereof, this Agreement and the Sale shall be submitted
to Seller’s stockholders at the Seller Stockholder Meeting for the Seller
Stockholder Approval.  Seller shall cause (i) the information
included in the Proxy Statement not to, on the date the Proxy Statement is first
mailed to the stockholders of Seller or at the time of the Seller Stockholder
Approval, 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, (ii) the Proxy Statement to include all financial statements,
audited and unaudited, required by the Exchange Act, other applicable law and
all of the all of the rules and regulations promulgated thereunder, (iii) such
financial statements to be (x) true, complete and correct and fairly present the
financial position of Persons covered thereby on the dates of such statements
and the results of such Persons’ operations for the periods covered thereby, and
on pro-forma basis to the extent required by the applicable law, and (y)
prepared in accordance with GAAP consistently applied throughout the periods
involved and prior periods.

      


      
        Section
5.14  Payroll
and Reimbursement

      

       

      Prior to
Closing, Seller will, and will cause each of the Company and the Company
Subsidiaries to, do each of the following with respect to employee payroll
amounts and reimbursement of approved reimbursable expenses; failure to comply
with the provisions of this Section 5.14 will
result in a Purchase Price reduction in accordance with Section 2.6
hereof:

       

      (a) timely
remit any and all employee payroll amounts due or accrued on or before the
Closing in accordance with applicable Law; and

       

      (b) pay or
accrue all outstanding reimbursable business expenses incurred by employees but
not paid as of the date of the Closing.

       

      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

       

      ARTICLE
6

       

      COVENANTS
OF BUYER PRIOR TO CLOSING

       

      Buyer
hereby covenants and agrees with Seller as follows:

      


      
        Section
6.1  Governmental
Permits and Approvals.

         

      

      Buyer
shall use its commercially reasonable efforts, with the reasonable assistance of
Seller to the extent required to obtain such approvals, to obtain promptly all
permits and approvals from any Governmental Authority required to be obtained by
Buyer for the lawful consummation of the Closing.

      


      
        Section
6.2  Consummation
of Agreement.

         

      

      Buyer
shall use its commercially reasonable efforts to perform and fulfill all
conditions set forth in Section 8.1
hereof.

      
 

      ARTICLE
7

       

      CONDITIONS
TO OBLIGATIONS OF BUYER

       

      The
obligation of Buyer to consummate this Agreement and the transactions
contemplated hereby are subject to the condition that, on or before the Closing,
the actions required by and conditions set forth in this Article 7 shall have
been accomplished and satisfied.

      


      
        Section
7.1  Due
Diligence Review.

      

       

      (a) Buyer
shall have completed a review of the assets and business of the Company and the
Company Subsidiaries which is satisfactory to Buyer in its sole discretion in
all respects.

       

      (b) The
Company, the Company Subsidiaries and Seller shall have made available to Buyer
the opportunity to conduct a so-called “Phase I” study of each of the Company’s
and the Company Subsidiaries’ Environmental Sites, and at the option of Buyer,
in its sole discretion, to undertake one or more “Phase II” studies at one or
more of the Company’s and the Company Subsidiaries’ Environmental
Sites.  The results of the “Phase I” and “Phase II” studies shall be
satisfactory to Buyer in its sole discretion in all respects.  The
Company, the Company Subsidiaries and Seller shall make available the
appropriate personnel necessary to allow Buyer and Buyer’s Representative to
conduct such studies.

       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

       

      (c) The
Company, the Company Subsidiaries and Seller shall have made available to Buyer
the opportunity to obtain property condition reports for the Real Property and
shall have delivered copies of all existing property condition reports for the
Real Property to Buyer.  The results of the property condition reports
shall be satisfactory to Buyer in its sole discretion in all
respects.  The Company, the Company Subsidiaries and Seller shall make
available the appropriate personnel necessary to allow Buyer and Buyer’s
Representative to conduct such reports.

       

      
        Section
7.2  Representations;
Warranties; Covenants.

         

      

      Each of
the representations and warranties of the Company and Seller contained in
Article 3 shall be true and correct as though made on and as of the Closing
Date, and the Company and Seller shall, on or before the Closing have performed
all of their obligations hereunder which by the terms hereof are to be performed
by them on or before the Closing, including without limitation pursuant to Article 5 hereof.
Seller shall have delivered to Buyer a certificate of Seller dated as of the
Closing to the foregoing effect.  For the purpose of determining
whether the representations and warranties are true and correct under this
Section, any qualification of any representation or warranty by reference to the
materiality of matters stated therein, and any limitations of such
representations as being to the Knowledge of any Person, or words to similar
effect, shall be disregarded.

       

      
        Section
7.3  No
Bankruptcy.

         

      

      Neither
Seller, the Company, GEM NewCo, GEM LP or any of the Company Subsidiaries shall
(i) have commenced a voluntary Proceeding seeking liquidation, reorganization or
other relief with respect to itself or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or substantially all of its property, or (ii) have an involuntary
Proceeding commenced against it seeking liquidation, reorganization or other
relief with respect to it or its debts under any bankruptcy, insolvency or other
similar law now or hereinafter in effect or seeking the appointing of a trustee,
receiver, liquidator, custodian or similar official of it or substantially all
of its property, or (iii) have consented to any such relief or to the
appointment of or taking possession by any such official against it, or (iv)
have made a general assignment for the benefit of its creditors, or (v) have an
attachment placed on any of its properties or assets.

      


      
        Section
7.4  Absence
of Certain Litigation.

      

       

      There
shall not be any (a) injunction, restraining order or other Court Order issued
by any court of competent jurisdiction which directs that this Agreement or any
material transaction contemplated hereby shall not be consummated as herein
provided, (b) Proceeding by any Government Authority pending before any court or
Governmental Authority, or threatened to be filed or initiated, wherein such
complainant seeks the restraint or prohibition of the consummation of any
material transaction contemplated by this Agreement or asserts the illegality
thereof, or (c) Proceeding by a private party pending before any Governmental
Authority, or threatened to be filed or initiated, which in opinion of counsel
for Buyer is likely to result in the restraint or prohibition of the
consummation of any material transaction contemplated hereby or the obtaining of
an amount in payment (or indemnification) of material damages from or other
material relief against any of the parties or against any directors or officers
of Buyer, in connection with the consummation of any material transaction
contemplated hereby.

       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

      


      
        Section
7.5  Resignations
of Officers and Directors; Releases.

      

       

      Seller
shall have caused the Company and the Company Subsidiaries to deliver to Buyer,
at least five Business Days prior to Closing:

      


      (a) a
complete and correct list of all of the officers and directors of the Company
and the Company Subsidiaries, or persons performing similar functions, and
written resignations effective as of the Effective Time in the form of Exhibit 7.5(a) of all
such officers and directors, or persons performing similar
functions.

       

      (b) written
releases effective as of the Effective Time in the form of Exhibit 7.5(b) hereto
by Seller and each of the Persons whose resignation is required to be delivered
by clause (a) hereof.

       

      
        Section
7.6  Consents
and Authorizations.

         

      

      (a) Each of
the third party consents identified on Schedule 7.6 hereto
(the “Material
Consents”) shall
have been received and obtained, in each case in form and substance satisfactory
to Buyer in its sole and absolute discretion.

       

      (b) The
Seller Stockholder Approval shall have been duly obtained in accordance with
Nevada Law, the Exchange Act and any other applicable Law, in form and substance
satisfactory to Buyer in its sole and absolute discretion.

       

      
        Section
7.7  Certain
Actions Completed.

         

      

      At or
prior to the Closing, the following actions shall have been completed and/or
documents shall have been delivered, in each case in form and substance
satisfactory to Buyer in its sole and absolute discretion:

      


      (a) CVC.  All claims,
demands, liabilities, and obligations of Company or the Company Subsidiaries (or
of GEM NewCo or GEM LP) pursuant to, under, or in respect of the Amended
and Restated Revolving Credit and Term Loan Agreement dated as of September 4,
2009 by and between CVC California, LLC (“CVC”) and Seller (as it may be
amended from time to time) and the Collateral Agreement dated as of August 31,
2008 by and among CVC, the Seller and its subsidiaries (as it may be amended
from time to time), including but not limited to Company and Company
Subsidiaries (and GEM NewCo and GEM LP), together with the Convertible Term
Note, the Revolving Credit Note, and the Warrant referenced therein, and
any guaranties or pledges in respect thereof, shall have been fully
terminated, discharged, released, and satisfied, and the Company Shares,
Purchased Interests and all assets of the Company and the Company Subsidiaries
(and GEM NewCo and GEM LP) shall be free and clear of Encumbrances held by
CVC;

       

      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

       

      (i) As of the
date hereof, CVC shall have executed and delivered to Seller and Buyer a letter
in the form attached hereto as Exhibit 7.7(a)(i) (the “Paydown and Release Letter”),
and shall have caused the other parties party thereto (other than Seller) to
have executed and delivered the Paydown and Release Letter.  The
Paydown and Release Letter shall have remained in full force and effect through
the Effective Time;

       

      (ii) As of the
date hereof, CVC shall have executed and delivered to Seller and Buyer a support
and voting agreement in the form attached hereto as Exhibit 7.7(a)(ii) (the “CVC Voting Agreement”), and shall
have caused the other parties party thereto (other than Buyer) to have executed
and delivered the CVC Voting Agreement.  The CVC Voting Agreement
shall have remained in full force and effect through the Effective
Time;

       

      (iii) Notwithstanding
the foregoing, Seller shall have provided evidence to Buyer that any and all CVC
Related Party Agreements have been terminated.

       

      (b) Any and
all promissory notes in favor of Randy Costales, Gloria Costales, NCF
Corporation, as Trustee, and/or NCF Charitable Trust (collectively, the “Island
Sellers”)  shall have been assigned to and assumed by Seller,
and each of the Island Sellers shall have executed
releases in connection therewith in favor of the Company and the Company
Subsidiaries;

       

      (c) Any and
all obligations of the Company or the Company Subsidiaries to Randy Costales
pursuant to that certain Employment Agreement between Island Environmental
Services, Inc. and Randy Costales dated August 31, 2008 shall have been assigned
to and assumed by Seller and Mr. Costales shall have executed a release in
connection therewith in favor of the Company and the Company
Subsidiaries;

       

      (d) In
connection with Seller’s consummation of the purchase of California Living
Waters, Incorporated (the “Waste Water Acquisition”),
Seller shall have permitted Buyer to conduct diligence and inspection of
California Living Waters, Incorporated, its subsidiaries and their respective
business, assets and liabilities to the same extent as provided for in this
Agreement with respect to the Company and the Company Subsidiaries, and Buyer
shall have become satisfied that no liabilities or obligations of California
Living Waters, Incorporated and its subsidiaries adversely affect the Company
and the Company Subsidiaries;

       

      (e) Any
obligations of the Company or the Company Subsidiaries pursuant
to  the MTS Agreement shall have been released, including, but not
limited to those arising under the Revolving Credit Agreement, Purchase Money
Note, and Subordinated Collateral Agreement ancillary to such stock purchase
agreement, and the Company Shares, Purchased Interests and all assets of the
Company and the Company Subsidiaries shall be free and clear of Encumbrances
held by MTS Acquisition Company, Inc., GEM Mobile Treatment Services, Inc.,
Seller, and Back Nine LLC;

       

      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      

       

      (f) Any
obligations of the Company or Company Subsidiaries to Margaret Hoys or Juan
Rivers, including without limitation for bonuses connected to any past or future
Caltrans work, shall have been satisfied and/or assigned to and assumed by
Seller, any such bonus agreements shall have been terminated and Ms. Hoys and
Mr. Rivers shall each have executed a release in connection therewith in favor
of the Company and the Company Subsidiaries;

       

      (g) All
personal property of the Company and the Company Subsidiaries, including but not
limited to computer equipment and servers, and associated software, shall have
been moved onto, and made fully functional at, the Real Property of the Company
and the Company Subsidiaries, respectively, as designated by Buyer and at
Seller’s cost;

       

      (h) Any
personal property of Seller shall have been moved off of the Real Property of
the Company and the Company Subsidiaries, at Seller’s cost;

       

      (i) That
certain Patent License Agreement by and between Hydronics, LLC and Company dated
March 30, 2007 shall have been assigned to and assumed by Seller;

       

      (j) Each of
the leases regarding the Real Property located at 2490 Pomona Blvd, Pomona, CA;
7821 S. 198th Street,
Kent, WA; and 11--- White Rock Road, Rancho Cordova, CA shall have been validly
assigned to the Company, and any associated landlord or other consents necessary
or, in the Buyer’s discretion, desirable to effect such assignment shall have
been obtained;

       

      (k) The lease
regarding the Leased Real Property at Temple Avenue, Pomona, shall have been
assigned to and assumed by Seller and a release in connection therewith shall
have been executed in favor of the Company and the Company
Subsidiaries;

       

      (l) Each of
Ray Earley, William Mitzel, Keith Kantenwein, Brett Clark, Danae Fahey, Cecille
Sebastian, and Timothy Koziol shall have been terminated from the employment of
the Company and/or the Company Subsidiaries, as appropriate, and each such
person shall have executed a release in connection therewith in favor of the
Company and the Company Subsidiaries;

       

      (m) Seller
shall have caused the Company and the Company Subsidiaries to provide Buyer with
completed I-9 forms and attachments with respect to all Active Employees, except
for such employees as Seller certifies in writing to Buyer are exempt from such
requirement;

       

      (n) Seller
shall have caused all tax sharing agreements between Seller, on the one hand,
and the Company and the Company Subsidiaries, on the other hand, to be
terminated as of the Closing;

       

      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      

       

      (o) All
shares and any securities convertible into shares of each of Hazpak
Environmental Services, Inc. and GEM 6 Acquisitions Corporation shall have been
transferred from the Company and/or the Company Subsidiaries, as appropriate, to
Seller (collectively, the “Transfer”);

       

      (p) The
Company shall have paid or accrued for bonuses to its employees on account of
the Company’s performance in fiscal periods ending prior to the Closing Date
consistent with past practices;

       

      (q) All
software licenses applicable to Enviroware software shall have been assigned
from Seller to, and assumed by, the Company;

       

      (r) Seller
shall have caused the Company and the Company Subsidiaries to deliver an
executed Board resolution terminating the 401(k) Plan effective no later than
the day prior to Closing, and the 401(k) plan shall have been
terminated;

       

      (s) Seller
shall have provided Buyer adequate evidence that its employee medical insurance
coverage provided by Great West was continually in effect from November 1,
2008  through and including the Closing Date, notwithstanding any
amounts due or payable to Great West during or for such period, and that no
claim under such insurance will be denied on the grounds that such insurance was
not in effect due to the existence of any amounts due or payable to Great West
during or for such period;

       

      (t) Any
long-term debt of the Company, the Company Subsidiaries, GEM NewCo and GEM LP,
other than those capitalized leases set forth on Schedule 7.7(t),
shall have been assigned to and assumed by Seller and a release in connection
therewith in favor of the Company and the Company Subsidiaries shall have been
executed and delivered to the Company;

       

      (u) Seller
shall provide evidence that the covenants set forth in each of Sections 5.9(a) through
5.9(g), Sections 5.10(a) through
5.10(c), and Sections 5.14(a) and (b)
of this Agreement have been satisfied;

       

      (v) Seller
shall have (i) entered into and consummated the Romic Settlement and CH
Settlement and (ii) satisfied and discharged in full Passarelli Judgment and
paid all amounts outstanding in connection with or otherwise related to or
arising from Passarelli Judgment, or a release by Passarelli in favor of Company
and Company Subsidiaries, in a form and substance acceptable to Buyer in its
sole discretion, has not been signed and delivered to Buyer;

       

      (w) Buyer’s
lenders and agent under its credit facility shall have consented in writing to
the consummation of the transactions contemplated hereby and shall have waived
any defaults or events of default in connection therewith;

       

      (x) Seller
shall have provided a true, accurate and complete stock ledger, certified by an
authorized officer of Seller, of the Company, which stock ledger shall detail
all transactions involving the capital stock of the Company from the date of its
incorporation through the Closing Date;

       

      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      

       

      (y)  Any obligations of the
Company or the Company Subsidiaries to Samson Tug and Heritage Environmental
Services, Inc., for services provided; to Bill Mitzel, Brett Clark, Cecille
Sebastian, Keith Kantenwein as reimbursement of expenses incurred or advanced on
behalf of the Company or Company Subsidiaries; or to Bohm, Matsen, PACT Law
Inc., or Patrick Rick Lund for professional services provided, shall have been
assigned to and assumed by Seller, and releases in favor of Company and Company
Subsidiaries shall have been received;

       

      (z) As of the
date hereof, Seller shall have executed and delivered  to Buyer of a
support and voting agreement in the form attached hereto as Exhibit 7.7(z) (the “Management Voting Agreement”), and shall have
caused the other parties party thereto (other than Buyer) to have executed and
delivered the Management Voting Agreement.  The Management Voting
Agreement shall have remained in full force and effect through the Effective
Time; and

       

      (aa) Seller
shall have caused either a renewal of the following insurance policies (such
policies the “Insurance
Policies”), or procured equivalent coverage from equivalent carriers, for
a period of at least 1 year following the expiration thereof:

       

      
        -  Directors
and Officers insurance, National Union Fire Ins. Policy number
15715988,

      

      
        -  Directors
and Officers with RSUI Indemnity Company, policy number
NRS632095;

      

      
        -  Employment
Practices Liability, with Admiral Insurance Company, policy number 4870636;
and

      

      
        -  Fiduciary,
Executive Risk Indemnity Inc., policy number 68043959.

      

       

      
        Section
7.8  Formation
of GEM LP and GEM NewCo; Merger.

      

       

      (a) Seller
and the Company shall have caused the formation of GEM NewCo and GEM LP as
contemplated hereunder.  Each of GEM NewCo and GEM LP shall have
executed and delivered to Buyer a Joinder Agreement.  The
Organizational Documents of each of GEM LP and GEM NewCo, as certified by the
Secretary of State of the State of Delaware to the extent applicable, shall be
in the forms attached hereto as Exhibit 3.31(a) as of the
effectiveness of the Merger and as of the Closing Date.

       

      (b) The
Company and Seller shall have caused the Merger to have become effective and
shall have delivered true, correct and complete copies of the filings with the
Secretary of State of the State of Delaware effecting the Merger, certified by
the Secretary of State of the State of Delaware (the “Merger Documents”), to Buyer
no later than 5:00 p.m. (New York, New York time) on the date of effectiveness
of the Merger.  The Merger and the Merger Documents shall in form and
substance satisfactory to Buyer in all respects.

       

      (c) The
representations and warranties contained in Section 3.31 shall be
true and correct in all respects.

       

      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      

       

      (d) The
Merger shall constitute the adoption of a plan of complete liquidation pursuant
to Sections 332 and 337 of the Code.  Following the Merger, Seller
shall be the Company’s successor for income tax purposes.  Following
the Closing, Seller shall not take any position inconsistent with and shall make
such Tax Return filings or elections consistent with such
characterization.  Seller and Buyer acknowledge that the Merger is
intended to be a nontaxable transaction for federal income tax purposes pursuant
to Sections 332 and 337 of the Code.

       

      
        Section
7.9  Execution
of Instruments of Conveyance and Additional Documents.

      

       

      The
Company and Seller shall have caused the following documents to be delivered (or
tendered subject only to Closing) to Buyer, in each case in form and substance
satisfactory to Buyer in its sole discretion:

      


      (a) each of
the documents and instruments required by Section 2.3;
and

       

      (b) written
releases and terminations, including without limitation UCC-3 amendments, from
all applicable Persons in form and substance satisfactory to Buyer in its sole
and absolute discretion of all Encumbrances on (i) the Company Shares and the
Purchased Interests and (ii) all of the respective assets and properties of the
Company (including, without limitation, the Subs Equity); and

       

      (c) any other
document or instrument necessary or, in Buyer’s sole discretion, desirable, to
effect or evidence the consummation of the transactions contemplated
hereby.

       

      
        Section
7.10  Real
Estate Matters.

      

       

      (a) For each
parcel of Owned Real Property, Buyer shall have received recordable releases in
form and substance acceptable to Buyer in its sole discretion of each
Encumbrance of record to the extent such Encumbrance is unacceptable to Buyer in
its sole discretion.

       

      (b) For each
parcel of Leased Real Property, Buyer shall have received a Consent to
Assignment of Lease and landlord’s estoppel certificate from the landlord in
form and substance satisfactory to Buyer in its sole discretion.

       

      (c) Buyer
shall have received unconditional and binding commitments to issue policies of
title insurance in the name of Buyer as well as the Company or the Company
Subsidiaries, as the case may be, dated the Closing Date, in an aggregate amount
equal to the amount of the Purchase Price allocated by Buyer to the Owned Real
Property, deleting all requirements listed in ALTA Schedule B-1, deleting or
insuring over material title objections, and otherwise in form and substance
satisfactory to Buyer in its sole discretion insuring Buyer’s interest in each
parcel of Owned Real Property or interest therein and providing Buyer with a
non-imputation endorsement and such other endorsements as Buyer may
request.  Each of Seller, the Company and the Company Subsidiaries
shall have provided all affidavits necessary to issue policies of title
insurance in the form required hereunder.

       

      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

       

      
        Section
7.11  Closing
Certificate of Company and Seller.

         

      

      The
Company and Seller shall have delivered one or more certificates of the Persons
indicated below dated as of the Closing, as follows, in each case in form and
substance satisfactory to Buyer in its sole discretion:

      


      (a) the
Organizational Documents of the Company, GEM NewCo, and the Company
Subsidiaries, and all amendments thereto, duly certified as of a recent date by
the Secretary of State of Delaware;

       

      (b) a
certificate of the Secretary of the Company certifying, as to:

       

      (i) the
absence of any changes to the documents listed in Section 7.11(a) since
the time of the certificate of public official, and as to the Organizational
Documents of the Company;

       

      (ii) certifying
and attaching all requisite resolutions or actions of the Seller’s board of
directors and stockholders approving the execution and delivery of this
Agreement and the consummation of the transactions contemplated
hereby;

       

      (iii) certifying
to the incumbency and signatures of the officers of the Company and Seller
executing this Agreement and any other document relating to the contemplated
transactions.

       

      (c) Certificates
dated as of a date not earlier than the third Business Day prior to the Closing
as to the good standing of the Company and the Company Subsidiaries and payment
of all applicable Taxes by the Company and the Company Subsidiaries, executed by
the appropriate officials of the State of California and each jurisdiction in
which each of the Company and the Company Subsidiaries is licensed or qualified
to do business as a foreign corporation as specified in Section
3.1.

       

      (d) Certificates
of the chief executive and chief financial officer of the Company and of Seller
to the effect that each of the conditions specified in Article 7, other than
Section 7.1 and
Section 7.7(d)
has been satisfied.

       

      (e) At the
Closing, Seller shall have delivered to Buyer, in form acceptable to Buyer, a
duly executed FIRPTA statement for purposes of satisfying Buyer’s obligations
under Treasury Regulation Section 1.1445 2(b)(2) with respect to the
transactions under this Agreement.

       

      (f) At the
Closing, Seller shall have delivered to Buyer the Deloitte Tax Closing
Certificate.

       

      
        Section
7.12  Opinion
of Seller’s Counsel.

      

       

      (a) At the
Closing, Buyer shall have received from counsel for Seller and the Company, an
opinion dated as of the Closing, substantially in the form set forth as Exhibit 7.12 hereto
and in form and substance satisfactory to Buyer in its sole
discretion.

       

      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

       

      (b) In
rendering the foregoing opinion such counsel may state their opinions on
specific matters of fact to the best of their knowledge and, to the extent they
deem such reliance proper, may rely on (i) certificates of public officials,
(ii) certificates, in form and substance satisfactory to Buyer and its counsel,
of officers of the Company or its affiliates or Seller, and (iii) an opinion or
opinions of other counsel satisfactory to Buyer and its counsel, which opinions
are in form and substance satisfactory to Buyer and its counsel.  In
the event such counsel for Seller relies upon any such certificate or opinion, a
counterpart of each thereof shall have been delivered to Buyer and its
counsel.

       

       

      ARTICLE
8

       

      CONDITIONS
TO OBLIGATIONS OF SELLER

       

      The
obligation of Seller to consummate this Agreement and the transactions
contemplated hereby are subject to the condition that, on or before the Closing,
the actions required by this Article 8 will have been accomplished and
satisfied.

      


      
        Section
8.1  Representations;
Warranties; Covenants.

      

       

      Each of
the representations and warranties of Buyer contained in Article 4 shall be true
and correct in all respects as though made on and as of the Closing Date and
Buyer shall, on or before the Closing, have performed all of its obligations
hereunder which by the terms hereof are to be performed by it on or before the
Closing.  Buyer shall have delivered to Seller a certificate of Buyer
dated as of the Closing to the foregoing effect.

      


      
        Section
8.2  Absence
of Certain Litigation.

      

       

      There
shall not be any injunction, restraining order or other Court Order issued by
any court of competent jurisdiction which directs that this Agreement or any
material transaction contemplated hereby shall not be consummated as herein
provided.

       

       

      ARTICLE
9

       

      INDEMNIFICATION

       

      
        Section
9.1  Survival;
Right To Indemnification Not Affected By Knowledge or Materiality.

         

      

      (a) All
representations, warranties, covenants, and obligations in this Agreement, the
schedules attached hereto, any supplements to such schedules provided after the
date of execution of this Agreement, the certificates, agreements and documents
delivered at Closing pursuant to Article 7 and any other certificate or document
delivered pursuant to this Agreement shall survive the Closing, provided,
however, that after the Closing, the joint and several representations and
warranties of the Company and Seller set forth in Article 3 shall be deemed to
have been made solely by Seller and not by the Company.

       

      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      

       

      (b) The right
to indemnification for Losses or other remedy based on breach of
the  representations, warranties, covenants, and obligations set forth
in this Agreement will not be affected by any investigation conducted, or any
Knowledge acquired (or capable of being acquired) by the Person to whom such
representations, warranties, covenants, or obligations run as to the accuracy or
inaccuracy of or compliance with any such representation, warranty, covenant, or
obligation,  whether before or after the execution and delivery of
this Agreement or the Closing Date.

       

      (c) The
waiver by any party of a condition to Closing which is based upon the accuracy
of any representation or warranty, or on the performance of or compliance with
any covenant or obligation, will not affect that or any other Person’s right to
indemnification of Losses hereunder or other remedy.

       

      (d) For the
purpose of determining indemnity obligations under this Article 9, any
qualification of any representation or warranty by reference to the materiality
of matters stated therein, and any limitations of such representations as being
to the Knowledge of any Person, or words to similar effect, shall be
disregarded.

       

      
        Section
9.2  Indemnification
By Seller.

      

       

      Seller
and the Company (but the Company only prior to the Closing, if any), jointly and
severally, shall defend, indemnify and hold harmless Buyer’s Indemnified Persons
from and against (A) all Losses directly or indirectly incurred by any of them,
or (B) all Losses imposed or sought to be imposed upon them, whether resulting
from any Third Party Action that it is instituted or threatened against any of
Buyer’s Indemnified Persons or otherwise (in each case whether or not caused by
negligence or willful act) resulting from or arising out of:

       

      (i) any
breach of any of the representations or warranties made by Seller or the Company
in or pursuant to this Agreement or any schedule thereto, or any other
agreement, document, instrument or certificate delivered by Seller or the
Company pursuant to or in connection with this Agreement, including without
limitation any Ancillary Agreement;

       

      (ii) any
breach of any covenant made or obligation incurred by Seller or the Company in
or pursuant to this Agreement or any Ancillary Agreement;

       

      (iii) any
liability, payment or obligation for or in respect of Taxes owing by Seller, any
Tax Affiliate, the Company, the Company Subsidiaries or Buyer, as successor to
the Company’s and the Company Subsidiaries’ businesses for all periods, or
portions thereof, up to and including the Closing Date;

       

      (iv) any
penalties for fines owning or accessed for violations resulting from inspections
of the operations of Company or Company Subsidiaries by the DTSC;

       

      (v) any
liability, payment or obligation related to the claims alleged in the (a)
lawsuit brought by Romic against Seller, et al. (Case No. BC373769 in the
Superior Court of the State of California, County of Los Angeles), (b) lawsuit
brought by Clean Harbors against the Company, et al. (Case No. 2009-CV-00355 in
the Superior Court of the State of California, County of Norfolk), or (c)
lawsuit brought by Francis Passarelli against the Company, et al (Case No.
07-CC-04029 in the Superior Court of California, County of
Orange).;

       

      
        
          
          

        

        
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      (vi) any
liability, payment or obligation for or in respect of any condition to the
Closing contained in Article 7 to the extent any such conditions had not been
satisfied as provided therein at or prior to the Closing; or

       

      (vii) any
liability, payment or obligation arising out of that certain Patent License
Agreement by and between Hydronics, LLC and Company dated March 30, 2007, that
was assigned to and assumed by Seller pursuant to Section 7.7(i)
hereof.

       

      
        Section
9.3  Indemnification
by Buyer.

         

      

      Buyer
shall defend, indemnify and hold harmless Seller from and against (A) all Losses
directly or indirectly incurred by Seller, or (B) all Losses imposed or sought
to be imposed upon Seller, whether resulting from any Third Party Action that it
is instituted or threatened against Seller or otherwise (in each case whether or
not caused by negligence or willful act) resulting from or arising out
of:

       

      (i) any
breach of any of the representations or warranties made by Buyer in or pursuant
to this Agreement or in another agreement, document, instrument or certificate
delivered to Seller pursuant hereto or in connection with the Closing;
or

       

      (ii) any
breach of any covenant made or obligation incurred by Buyer in or pursuant to
this Agreement.

       

      
        Section
9.4  Special
Indemnification Provision Regarding Environmental Matters.

      

       

      Seller
and the Company (but the Company only in the event that Closing does not occur),
jointly and severally, shall defend, indemnify and hold harmless Buyer’s
Indemnified Persons from and against (A) all Losses directly or indirectly
incurred by any of them, or (B) all Losses imposed or sought to be imposed upon
them, whether resulting from any Third Party Action that is instituted or
threatened against any of Buyer’s Indemnified Persons or any Environmental,
Health, and Safety Liabilities or otherwise (in each case whether or not caused
by negligence or willful act) resulting from or arising out of:

      


      (a)  (i)
(A) the ownership, operation, or condition at any time on or prior to the
Closing Date of any Environmental Site, or (B) any Hazardous Materials or other
contaminants that were present on the Environmental Site at any time on or prior
to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants,
wherever located, that were, or were allegedly, generated, transported, stored,
treated, Released, or otherwise handled by Seller, the Company, the Company
Subsidiaries or any of their respective predecessors-in-interest or by any other
Person for whose conduct they are or may be held responsible at any time on or
prior to the Closing Date, or (B) any distribution, generation, handling,
importing, management, manufacturing, processing, production, refinement,
Release, storage, transfer, transportation, treatment, or use (including any
withdrawal or other use of groundwater) of Hazardous Materials in, on, under,
about, or from any Environmental Site or any part thereof into the Environment,
and any other act, business, operation, or thing that increases the danger, or
risk of danger, or poses an unreasonable risk of harm to Persons or property on
or off the facilities of Seller, the Company, the Company Subsidiaries or any of
their respective predecessors-in-interest that were, or were allegedly,
conducted by Seller, the Company, the Company Subsidiaries or any of their
respective predecessors-in-interest or by any other Person for whose conduct
they are or may be held responsible; or

       

      
        
          
          

        

        
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      (b) any
bodily injury (including illness, disability, and death, and regardless of when
any such bodily injury occurred, was incurred, or manifested itself), personal
injury, property damage (including trespass, nuisance, wrongful eviction, and
deprivation of the use of real property), or other damage of or to any Person,
including any employee or former employee of Seller, the Company, the Company
Subsidiaries or any of their respective predecessors-in-interest or any other
Person for whose conduct they are or may be held responsible, in any way arising
from or allegedly arising from any the distribution, generation, handling,
importing, management, manufacturing, processing, production, refinement,
Release, storage, transfer, transportation, treatment, or use (including any
withdrawal or other use of groundwater) of Hazardous Materials in, on, under,
about, or from any Environmental Site or any part thereof into the Environment,
and any other act, business, operation, or thing that increases the danger, or
risk of danger, or poses an unreasonable risk of harm to Persons or property on
or off the facilities of Seller, the Company, the Company Subsidiaries or
any of their respective predecessors-in-interest, or that may affect the value
of such facilities.

       

      (c) any
activities conducted or allegedly conducted with respect to any Environmental
Site or the operation Seller, the Company, the Company Subsidiaries or any of
their respective predecessors-in-interest prior to the Closing Date, or from
Hazardous Material that was (i) present or suspected to be present on or before
the Closing Date on or at any Environmental Site (or present or suspected to be
present on any other property, if such Hazardous Material emanated or allegedly
emanated from any Environmental Site and was present or suspected to be present
on any Environmental Site on or prior to the Closing Date) or (ii) Released or
allegedly Released by Seller, the Company, the Company Subsidiaries or any of
their respective predecessors-in-interest or any other Person for whose conduct
they are or may be held responsible, at any time on or prior to the Closing
Date.

       

      (d) Notwithstanding
anything to the contrary in this agreement, including, without limitation, Section 9.5 below,
Buyer will be entitled to, without any obligation to do so, (i) control, but
shall not be responsible for, any cleanup of an Environmental Site, and (ii)
control and defend any Proceeding with respect to which indemnity may be sought
under this Section
9.4.

       

      
        
          
          

        

        
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        Section
9.5  Defense
of Third Party Actions.

         

      

      (a) Promptly
after receipt of notice of any Third Party Action, any Person who believes he,
she or it may be an Indemnified Person will give notice to the potential
Indemnifying Person of such action.  The omission to give such notice
to the Indemnifying Person will not relieve the Indemnifying Person of any
liability hereunder except to the extent that the Indemnifying Party shall
demonstrate that its defense of such Third Party Action was prejudiced by the
failure to give notice.

       

      (b) Upon
receipt of a notice of a Third Party Action, the Indemnifying Person shall have
the right), at its option and at its own expense, to participate in and be
present at the defense of such Third Party Action (unless such action is by a
Governmental Authority related to Taxes), but not to control the defense,
negotiation or settlement thereof, which control shall remain with the
Indemnified Person, unless the Indemnifying Person makes the election provided
in paragraph (c) below.

       

      (c) Subject
to the conditions set forth in this Section 9.5, by
written notice within 45 days after receipt of a notice of a Third Party Action,
an Indemnifying Person may elect to assume control of the defense, negotiation
and settlement of such action, subject to the following conditions:

       

      (i) The
Indemnifying Person (A) agrees that the claims made in that Third Party Claim
are within the scope of and subject to indemnification, (B) agrees to promptly
indemnify the Indemnified Person for its expenses to date,  (C) at the
option of Indemnified Person agrees in writing acceptable to Indemnified Party
in its sole discretion, for the benefit of Indemnified Person, to either (i)
hold the Indemnified Person harmless from and against any and all Losses caused
by or arising out of any settlement of the Third Party Action approved by the
Indemnifying Person or any judgment in connection with that Third Party Action,
or (ii) not to settle or otherwise compromise any such Third Party Action unless
the Indemnified Person is fully released from any and all Losses arising
therefrom, and (D) provide reasonable assurance to the Indemnified Person of its
financial capacity to defend such action and pay such
indemnification

       

      (ii) The
Indemnifying Person’s counsel must be reasonably satisfactory to the Indemnified
Person;

       

      (iii) If the
Indemnifying Person is also a party to such Third Party Action, the Indemnified
Person does not determine in good faith that joint representation would be
inappropriate.

       

      (d) Notwithstanding
the foregoing, if an Indemnified Person determines in good faith that there is a
reasonable probability that a Proceeding may adversely affect it or its
affiliates other than as a result of monetary damages for which it would be
entitled to indemnification under this Agreement, the Indemnified Person may, by
notice to the Indemnifying Person, assume the exclusive right to defend,
compromise, or settle such Proceeding, but the Indemnifying Person will not be
bound by any determination of a Proceeding so defended or any compromise or
settlement effected without its consent (which may not be unreasonably
withheld).

       

      
        
          
          

        

        
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      (e) If the
Indemnifying Person does elect to assume control of the defense of a Third Party
Action under paragraph (c), then (i) after the effective date of such
assumption, the Indemnifying Person will not, as long as it diligently conducts
such defense, be liable to the Indemnified Person hereunder for any fees
of  counsel or any other expenses with respect to the defense of such
Third Party Action subsequently incurred by the Indemnified Person in connection
with the defense of such Third Party Action, other than reasonable costs of
investigation, and (ii) the Indemnifying Persons shall not enter into any
settlement which does not include as a term thereof the giving by the third
party claimant of an unconditional release of the Indemnified Person, or consent
to entry of any judgment except with the consent of the Indemnified
Person.

       

      (f) If the
Indemnifying Person does not elect to control the defense of a Third Party
Action under paragraph (c), the Indemnifying Person shall promptly reimburse the
Indemnified Person for expenses incurred by the Indemnified Person in connection
with defense of such Third Party Action, as and when the same shall be incurred
by the Indemnified Person.

       

      (g) Each
Indemnifying Person hereby consents to the non-exclusive jurisdiction of any
court in which a Proceeding is brought against any Indemnified Person for
purposes of any claim that an Indemnified Person may have under this Agreement
with respect to such Proceeding or the matters alleged therein, and agrees that
process may be served on Seller with respect to such a claim anywhere in the
world.

       

      (h) Any
Person who has not assumed control of the defense of any Third Party Action
shall have the duty to cooperate with the party which assumed such
defense.

       

      
        Section
9.6  Payment
of Indemnification.

      

       

      (a) Claims
for indemnification under this Article shall be paid or otherwise satisfied by
Indemnifying Persons within 30 days after notice thereof is given by the
Indemnified Person.

       

      (b) Any
payment to Buyer under this Article 9 will be, for Tax purposes, to the extent
permitted by Law, an adjustment to the Purchase Price.

       

      (c) Without
limiting in any way Buyer’s rights and remedies under this Agreement and the
applicable law, any amount which may become due and payable to any of the
Buyer’s Indemnified Persons under Section 9.2 or Section 9.4 hereof
may be paid or otherwise satisfied out of the Holdback Fund until the same has
been exhausted.  In addition, any claims by Buyer, whether or not such
claims are in excess of the Holdback Fund, may be satisfied by whatever remedy
is available at law or equity.

       

      
        
          
          

        

        
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        Section
9.7  Miscellaneous.

      

       

      The
remedies provided in this Article will not be exclusive of or limit any other
remedies that may be available to Buyer or the other Buyer Indemnified
Persons.

       

       

      ARTICLE
10

       

      AGREEMENTS
AFTER CLOSING

       

      The
parties further covenant and agree as follows with respect to matters that are
to be accomplished at or after the Closing or are not conditions of
Closing:

      


      
        Section
10.1  Further
Assurances.

         

      

      Seller
from time to time after the Closing at the request of Buyer and without further
consideration shall execute and deliver further instruments of transfer and
assignment (in addition to those delivered under Section 2.3) and take
such other action as Buyer may reasonably desire to more effectively transfer
and assign to, and vest in, Buyer all of the Purchased Interests and otherwise
comply with Seller’s obligations hereunder.

      


      
        Section
10.2  Transition
Services.

      

       

      From the
Effective Time until sixty (60) days after Closing, Seller shall provide Buyer,
GEM NewCo, GEM LP and the Company Subsidiaries with the following services at no
cost or expense to Buyer, GEM NewCo, GEM LP and the Company
Subsidiaries:

      


      (a) Payroll
services;

       

      (b) Employee
benefits services;

       

      (c) Issue
W-2’s for 2009;

       

      (d)  Assistance
from Brett Clark, Timothy Koziol, Danae Fahey, and Keith Kantenwein for the
purposes of executing checks on behalf of  GEM NewCo and GEM
LP;

       

      (e) Services
of network engineer to ensure network connectivity, system access, email access
and printing capabilities remain operational; to assist in migration activities
required to transfer users to the Buyer network; and to respond to help desk
requests;

       

      (f)  Assistance
from knowledgeable employees of Seller regarding accounting and billing
activities of Company and Company Subsidiaries;

       

      (g) Normal
accounting for all time periods prior to Closing, and provision of any
associated information, including but not limited to data
conversion;

       

      
        
          
          

        

        
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      Section
10.3 Collected
Receivables.  To the extent that Company collects any amounts
owing on the receivables listed on Schedule 3.13(a) after Closing, Company shall
remit such funds, less any expenses incurred in effecting such collection, to
Seller on a quarterly basis.

       

      Section
10.4 Merger
Expenses.  Buyer shall reimburse Seller for all reasonable
incurred expenses incurred by Seller or Company, as applicable, in connection
with the formation of GEM NewCo, the formation of GEM LP, and the Merger of
Company into GEM LP.  Provided however, such expenses shall not
include any Taxes.

       

      
        Section
10.5  Non-Compete;
Non-solicitation.

         

      

      Seller
covenants and agrees with Buyer that during the period of one (1) year, from the
Effective Date:

      


      (a) Seller
will not within the United States of America, either directly or indirectly, as
principal, agent, owner, Seller, partner, investor, shareholder (other than
solely as a holder of not more than 1% of the issued and outstanding shares of
any public corporation), consultant, advisor or otherwise howsoever own,
operate, carry on or engage in the operation of or have any financial interest
in or provide, directly or indirectly, financial assistance to or lend money to
or guarantee the debts or obligations of any Person carrying on or engaged in
any business that is competitive with or identical to the business conducted by
Buyer or any of its affiliates which are in the similar business with
Buyer.  Notwithstanding the foregoing, Seller shall not be, by virtue
of this Agreement, constrained from engaging in the wastewater treatment and
related services business.

       

      (b) Seller
shall not directly, or indirectly, for itself or for any other
Person:

       

      (i) solicit,
interfere with or endeavour to entice away from Buyer or any of its affiliates,
any employee, customer or client;

       

      (ii) attempt
to direct or solicit any employee, customer or client away from Buyer or any of
its affiliates; or

       

      (iii) advise
any Person not to do business with Buyer or any of its affiliates.

       

      
        Section
10.6  Customer
And Other Business Relationships.

         

      

      After the
Closing, Seller will cooperate with Buyer in its efforts to continue and
maintain for the benefit of Buyer and the Company those business relationships
of the Company existing prior to the Closing and relating to the business to be
operated by Buyer or the Company after the Closing, including relationships with
lessors, employees, Governmental Authorities, licensors, customers, and
suppliers of the Company and the Company Subsidiaries.  Seller will
refer to Buyer any inquiries relating to such business.  Seller shall
not take any action that would tend to diminish the value of the Company’s and
the Company Subsidiaries’ business after the Closing, including disparaging the
name or business of Buyer or the Company or the Company
Subsidiaries.

       

      
        
          
          

        

        
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        Section
10.7  Assistance
In Proceedings.

      

       

      Seller
will, at its expense, cooperate with Buyer and its counsel in the contest or
defense of, and make available its personnel and provide any testimony and
access to its books and records in connection with, any Proceeding involving or
relating to (a) any transaction contemplated hereby or (b) any action, activity,
circumstance, condition, conduct, event, fact, failure to act, incident,
occurrence, plan, practice, situation, status or transaction on or before the
Closing Date involving the Company, the Company Subsidiaries’ or their
respective business.

      


      
        Section
10.8  Retention
Of And Access To Records.

      

       

      After the
Closing Date, Seller shall retain its records with respect to the Company and
the Company Subsidiaries for a period of at least five (5) years consistent.
Seller also shall provide Buyer and its Representatives reasonable access
thereto, during normal business hours and on at least three days’ prior written
notice, to enable them to prepare financial statements or tax returns or deal
with tax audits.

      


      
        Section
10.9  Use
of GEM logo.

      

       

      Buyer
shall have a royalty-free license to display the Seller’s logo for 120 days
after Closing.  During that time period, Buyer shall use its
commercially reasonable efforts to replace the Seller’s logo with Buyer’s logo
on all real and personal property of the Company.

       

      
        Section
10.10  Employees
and Employee Benefits.

      

       

      (a) Employment of Active
Employees After Closing.

       

      Neither
Seller nor its Related Persons shall solicit the employment of any Active
Employee (unless and until Buyer has informed Seller in writing that the
particular Active Employee will be terminated after the Closing) after the
Effective Time. It is understood and agreed that employment by the Company after
the Effective Time is “at will” and may be terminated by the Company or the
Company Subsidiaries, as the case may be, or by an employee at any time for any
reason (subject to any legal requirements). Nothing in this Agreement shall be
deemed to prevent or restrict in any way the right of the Company or the Company
Subsidiaries to terminate, reassign, promote or demote any of the Active
Employees, and employees on short-term or long-term disability or other leave of
absence, after the Closing or to change adversely or favorably the title,
powers, duties, responsibilities, functions, locations, salaries, other
compensation or terms or conditions of employment of such
employees.

      


      (b) Salaries and
Benefits.

       

      Seller
shall cause the Company to (A) accrue for, as of the Closing Date, all wages and
other remuneration due to Active Employees with respect to their services as
employees through the close of business on the Effective Time, including pro
rata bonus payments and all vacation pay earned prior to the Effective Time; (B)
the payment of any termination or severance payments and the provision of health
plan continuation coverage in accordance with the requirements of COBRA and
Sections 601 through 608 of ERISA; and (C) any and all payments to employees
required under the WARN Act.

       

      
        
          
          

        

        
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        Section
10.11  Confidentiality

      

       

      Seller
covenants and agrees with Buyer that from and at all times after the Closing,
all information relating to the Purchased Interests, the Company, the Company
Subsidiaries, GEM NewCo and GEM LP, including this Agreement and the Ancillary
Agreements and the fact that this Agreement and the Ancillary Agreements exist,
and any other Business Information and any confidential and/or proprietary
information (collectively, “Confidential Information”),
will be held in strict confidence by Seller and its affiliates and their
respective Representatives; provided, however, that
Seller shall not have any restrictive obligation with respect to any
Confidential Information that (i) is contained in a printed publication
available to the general public, (ii) is or becomes publicly known through no
violation of this Agreement by Seller, (iii) becomes known to Seller on a
nonconfidential basis from a Person who is not otherwise known by Seller, after
Seller’s due inquiry, to be bound by a confidentiality agreement with Seller or
Buyer, (iv) is disclosed with the prior written consent of Buyer, or (v) is
required, in the opinion of counsel for Seller, to be disclosed pursuant to
United States securities laws (in which case Seller may only disclose
Confidential Information to the extent so required and Seller shall provide
Buyer adequate time to review and comment on such disclosure prior to its being
made public).  Seller may disclose Confidential Information in
connection with a legal process (provided that Seller provides prompt notice to
Buyer thereof in order to enable Buyer to seek an appropriate protective Court
Order or other remedy) or to the extent required pursuant to a valid Court Order
or regulation of a competent Governmental Authority but shall otherwise continue
to hold the disclosed Confidential Information in strict
confidence.  As of the Closing, that certain nondisclosure agreement
between Seller and PSC Environmental Services, LLC dated August 1, 2009 and that
certain letter of intent between Seller and PSC Environmental Services, LLC
dated September 30, 2009 shall each terminate and have no further force or
effect.

       

      For a
period of one year after the Closing, Buyer shall, and shall cause its
Representatives to, not disclose to any third-party any and all Business
Information and any confidential and/or proprietary information of Seller or
Seller’s subsidiaries (other than Company and Company Subsidiaries)
(collectively, “Seller
Confidential
Information”); provided, however, that Buyer
and its Representatives may so disclose the information that, and such
information shall not be included in Seller Confidential Information, (i) is
contained in a printed publication available to the general public, (ii) is or
becomes publicly available through no violation of this Agreement by Buyer,
(iii) is or becomes known to Buyer on a non-confidential basis from a Person who
is not otherwise known by Buyer, after Buyer’s due inquiry, to be bound by a
confidentiality agreement with Seller, (iv) is disclosed with the prior written
consent of Seller, or (v) is required, in the opinion of counsel for Buyer, to
be disclosed pursuant to United States securities laws (in which case Buyer may
only disclose Confidential Information to the extent so required and Buyer shall
provide Seller adequate time to review and comment on such disclosure prior to
its being made public). Buyer may disclose Seller Confidential Information in
connection with a legal process (provided that Buyer provides prompt notice
thereof to the extent such notice is legally permissible to Seller in order to
enable Seller to seek an appropriate protective Court Order or other remedy) or
to the extent required pursuant to a valid Court Order or regulation of a
competent Governmental Authority but shall otherwise continue to hold the
disclosed Seller Confidential Information in accordance herewith.

       

      
        
          
          

        

        
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        Section
10.12  Actions
with Respect to Closure Deposit

      

       

      After the
Closing, Buyer shall exercise commercially reasonable efforts to request the
release of the Closure Deposit by the DTSC and, in lieu thereof, accept from the
Company a bond or other form of security or collateral.  In the event
that the DTSC agrees to release the Closure Deposit, Buyer shall either (i)
cause the Company to instruct DTSC to pay over the Closure Deposit directly to
the Seller, or as Seller directs, or (ii) promptly upon the Company’s receipt
thereof, cause the Company to remit to Seller, or as Seller directs the amount
of the Closure Deposit (or the portion thereof so received).  In the
event that the DTSC does not accept the Company’s request to release the Closure
Deposit within twelve (12) months after the Closing, the Company shall pay to
Seller, or as Seller directs, $900,046.18 in cash and the Company shall retain
all rights to the Closure Deposit.  The Seller and the Company shall
not suffer or permit to exist any Encumbrance on the Closure Deposit or the bank
account in which same is held, and the obligations of the Buyer and the Company
to the Seller under this Section 10.12 shall not be subject to set-off or
withholding of any kind and may not be waived or amended without CVC's prior
written consent.

       

       

      ARTICLE
11

       

      TAX
MATTERS

       

      
        Section
11.1  Allocation
of Tax Liabilities.

      

       

      (a) Seller
will be responsible for (1) all Taxes of the Company, the Company Subsidiaries
and any Tax Affiliates regardless of when due and payable, (i) with respect to
all Tax periods ending on or prior to the Closing Date and (ii) with respect to
all Tax periods beginning before the Closing Date and ending after the Closing
Date, but only with respect to the portion of such period up to and including
the Closing Date and (2) all Taxes arising from or attributable to any
transactions contemplated by this Agreement including, without limitation, the
purchase and sale of the Purchased Interests and the Merger.

       

      (b) Buyer
will be responsible for all non income Taxes of the Company and the Company
Subsidiaries regardless of when due and payable, (i) with respect to all Tax
periods beginning after the Closing Date, (ii) with respect to all Tax periods
beginning before the Closing Date and ending after the Closing Date, but only
with respect to (A) the portion of such period commencing after the Closing Date
or (B) to the extent such Taxes are accrued on the books of the Company and the
Company Subsidiaries in the Ordinary Course of Business through the Closing
Date.

       

      
        
          
          

        

        
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        Section
11.2  Tax
Characterization.

      

       

      The
Seller and Buyer acknowledge and agree that the transfers of the Purchased
Interests by the Seller shall be characterized for income Tax purposes as a
taxable sale and purchase of the assets of the Company and General Environmental
Management of Rancho Cordova, LLC and following the Closing, Seller shall not
take any position inconsistent with the provisions of this Section
11.2.

       

      Section
11.3 Allocation
of Purchase Price.

       

      Within 60
days following the Closing Date, Buyer shall determine the allocation for income
tax purposes of the consideration among the assets of the Company and General
Environmental Management of Rancho Cordova LLC.  Buyer and Seller
shall file all Tax Returns (including IRS Form 8594) consistent with such
allocation and shall not take any position contrary to such allocation with any
Governmental Authority.

       

      Section
11.4 Cooperation.

       

      After the
Closing Date, Buyer and Seller will make available to the other, as reasonably
requested, all information, records or documents (including state apportionment
information) relating to Tax liabilities or potential Tax liabilities of the
Company and the Company subsidiaries with respect to (i) Tax periods ending on
or prior to the Closing Date and (ii) Tax periods beginning before the Closing
Date and ending after the Closing Date, but only with respect to the portion of
such period up to and including the Closing Date.  Buyer and Seller
will preserve all such information, records and documents until the expiration
of any applicable statute of limitations thereof.

       

      
        Section
11.5  Tax
Refunds.

      

       

      (a) All
refunds of Taxes relating to the Company and the Company Subsidiaries received
by Seller or any of its Tax Affiliates with respect to Tax periods ending on or
before the Closing Date that involve Seller’s federal consolidated income Tax
Returns will be for the account of Seller.  At Seller’s request, Buyer
will pay over to Seller any such refunds that Buyer may receive immediately upon
receipt of such request.

       

      (b) All other
refunds of Taxes with respect to the Company and the Company Subsidiaries will
be for the account of Buyer.  At Buyer’s request, Seller will take
such action as reasonably requested by Buyer to obtain such refunds and will pay
over to Buyer any such refunds immediately upon receipt thereof.

       

      (c) Tax Sharing
Agreements.  All tax sharing agreements between Seller, on the
one hand, and the Company and the Company Subsidiaries on the other hand, will
be terminated as of the Closing.

       

      
        Section
11.6  Transfer
Taxes.

      

       

      Seller
shall pay all transfer, excise and other Taxes payable to any jurisdiction by
reason of the purchase and sale of the Company Shares pursuant to this
Agreement.

       

      
        
          
          

        

        
          76

          
            

          

        

        
          
          

        

      

      


      ARTICLE
12

       

      TERMINATION
OF AGREEMENT

       

      
        Section
12.1  Termination.

      

       

      At any
time prior to the Closing (notwithstanding Seller Stockholder Approval), this
Agreement may be terminated (a) by mutual consent of the parties, (b) by Buyer
at its option in the event of a major casualty loss as described in Section 12.2, (c) by
Buyer if the conditions stated in Article 7 have not been satisfied at or prior
to the Effective Time, (d) by Seller if the conditions stated in Article 8 have
not been satisfied at or prior to the Effective Time, (e) by Buyer if the
Closing shall not have occurred and the transactions contemplated hereby
consummated by March 12, 2010, (f) by Seller if the Closing shall not have
occurred and the transactions contemplated hereby consummated within thirty (30)
days from obtaining in accordance with this Agreement of the Seller Stockholder
Approval following the Seller Stockholder Meeting, (g) by Buyer, if either
Seller and/or the Company takes any action that is not permitted, or fails to
take action or make any notification that is required under  Section 5.8, whether
or not such conduct is legally permissible, or (h) by Buyer, if any of the
conditions stated in Article 7 becomes impossible to satisfy prior to March 12,
2010; provided that the right to terminate under this Section 12.1 shall
not be available to any parties whose breach has been the cause of such failure
to close.  For the purpose of determining whether a party’s right to
terminate this Agreement exists under this Section, any qualification of any
representation or warranty by reference to the materiality of matters stated
therein, and any limitations of such representations as being to the Knowledge
of any Person, or words to similar effect, shall be disregarded.

      


      
        Section
12.2  Casualty
Loss.

      

       

      Because
risk of loss with respect to the business shall not pass to Buyer until the
Company Shares are transferred at the Effective Time, if any assets of the
Company are destroyed or damaged by fire or other casualty prior to the
Effective Time, and if the amount of such destruction or damage is in excess of
$250,000, Buyer may, at its option, terminate this Agreement. In the event that
Buyer elects not to terminate this Agreement under this Section 12.2, the
amount of any insurance proceeds shall not be taken into account in connection
with the determination of any adjustment to the Purchase Price.

      


      
        Section
12.3  Effect
of Termination.

      

       

      If this
Agreement shall be terminated as above provided, all obligations of the parties
hereunder shall terminate but any breaching party shall remain liable to a
non-breaching party for its damages.  Without limiting the foregoing,
if this Agreement shall be terminated by Buyer pursuant to Section 12.1(g),
Buyer shall be entitled to be paid, and Seller shall pay to Buyer immediately
upon such termination, a termination fee of $500,000.  Notwithstanding
any termination of this Agreement, the provisions of Articles 5, 6, 7, 8, 9, 12,
and 13 shall survive the termination of this Agreement.

       

      
        
          
          

        

        
          77

          
            

          

        

        
          
          

        

      

      


      
        Section
12.4  Right
to Proceed.

         

      

      Notwithstanding
anything in this Agreement to the contrary, (a) if any of the conditions
specified in Article 7 hereof have not been satisfied, Buyer shall have the
right to proceed with the transactions contemplated hereby without waiving its
rights hereunder and (b) if any of the conditions specified in Article 8 hereof
have not been satisfied and all of the conditions in Article 7 hereof have been
satisfied, Seller shall have the right to proceed with the transactions
contemplated hereby without waiving its rights hereunder.  The parties
acknowledge that the Company Shares and the Purchased Interests are unique and
of special value to Buyer.  Irreparable harm shall be presumed if
Seller breaches or threatens to breach any agreement, covenant or provision of
this Agreement and under such circumstances damages will be impossible to
ascertain.  Accordingly, Seller agrees that in the events of any
breach or threatened breach of this Agreement, (i) Buyer and /or any of its
affiliates shall be entitled to an injunction and other equitable relief,
including but not limited to specific performance, without being required to
show irreparable harm, without posting any bond or security in connection
therewith, (ii) any court of competent jurisdiction may immediately enjoin any
breach or threatened breach of this Agreement, and (iii) not to, and cause the
Company, the Company Subsidiaries and any and all of its Related Persons and
Representatives not to, object to granting of any such relief on the grounds
that obtaining damages is an adequate remedy.  The equitable remedies
contemplated hereby shall not be deemed to be exclusive remedies for a breach of
this Agreement but shall be in addition to all other remedies available at law
or equity.

       

       

      ARTICLE
13

       

      MISCELLANEOUS

       

      
        Section
13.1  Fees
and Expenses.

      

       

      Except as
otherwise provided in Article 9 hereof, each of the parties will bear its own
expenses in connection with the negotiation and the consummation of the
transactions contemplated by this Agreement, and no expenses of Seller or the
Company relating in any way to this Agreement or the transactions contemplated
hereunder shall be included in any account of the Company or the Company
Subsidiaries as of the Closing or shall be charged to or paid by Buyer and
Seller shall be responsible for all such expenses.

      


      
        Section
13.2  Notices.

         

      

      All
notices, requests, demands and other communications required or permitted to be
given (i) hereunder by any party hereto shall be in writing and shall be deemed
to have been duly given when received if delivered personally, or (ii) on the
Business Day following the Business Day sent if sent by prepaid domestically
recognized overnight receipted courier if sent domestically, to the parties at
the following addresses (or at such other addresses as shall be specified by the
parties by like notice):.

       

      
        
          
          

        

        
          78

          
            

          

        

        
          
          

        

      

       

      If to
Seller or, prior to the Closing, to the Company, to:

      


      General
Environmental Management, Inc.

      Timothy
J. Koziol

      3191
Temple Avenue, Suite 250

      Pomona,
CA  91768

      Tel:
(909) 444-9500

      Fax:
(909) 444-8356

      


      with a
copy to:

      


      Patrick
Lund Esq.

      Lund LAW
Group

      1451
Quail Street, Suite 202

      Newport
Beach, CA 92660

      Facsimile
number: 949.250.4503

      Telephone
No.: 949 250.4230

      


      If to
Buyer, to:

      


      PSC,
LLC

      Legal
Department

      5151 San
Felipe, Suite 1600

      Houston,
Texas 77056

      Tel:
713-625-7019

      Fax:
713-625-7087

      


      and in
any case at such other address as the addressee shall have specified by written
notice.  All periods of notice shall be measured from the date of
delivery thereof.

       

      
        Section
13.3  Publicity
and Disclosures.

      

       

      Neither
Buyer nor Seller shall issue nor approve any news release or other public
announcement concerning this Agreement (or any schedules or exhibits hereto)
prior to the Closing without the prior written approval of the
other.  The preceding consent requirement is not applicable to those
filings required by Law.

      


      
        Section
13.4  Time
Period.

      

       

      The
parties acknowledge that time is of the essence with respect to the fulfillment
of the respective obligations of the parties hereto and the Closing of the
transactions contemplated by this Agreement.

      


      
        Section
13.5  Entire
Agreement.

      

       

      This
Agreement (including all exhibits or schedules appended to this Agreement and
all documents delivered pursuant to or referred to in this Agreement, all of
which are hereby incorporated herein by reference) constitutes the entire
agreement between the parties, and all promises, representations,
understandings, warranties and agreements with reference to the subject matter
hereof and inducements to the making of this Agreement relied upon by any party
hereto, have been expressed herein or in the documents incorporated herein by
reference.  This Agreement specifically supersedes that nondisclosure
agreement between Seller and PSC Environmental Services, LLC dated August 1,
2009 and that letter of intent between Seller and PSC Environmental Services,
LLC dated September 30, 2009.

       

      
        
          
          

        

        
          79

          
            

          

        

        
          
          

        

      

      


      
        Section
13.6  Severability.

         

      

      The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision
hereof.

      


      
        Section
13.7  Assignability
and No Third Party Beneficiary.

         

      

      This
Agreement may not be assigned (a) by Buyer without the prior written consent of
Seller or (b) by Seller without the prior written consent of
Buyer.  However, any or all rights of Buyer to receive performance
(but not the obligations of Buyer to Seller hereunder) and rights to assert
claims against Seller in respect of breaches of representations, warranties or
covenants of Seller hereunder, may be assigned by Buyer.  This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and permitted assigns.  The terms and
provisions of this Agreement are intended solely for the benefit of each party
hereto and their respective successors or permitted assigns, and it is not the
intention of the parties to confer third party beneficiary rights upon any other
Person, except that each Indemnified Person shall be a third party beneficiary
of Article 9.

      


      
        Section
13.8  Amendment
and Waiver.

         

      

      This
Agreement may be amended only by a written agreement executed by Buyer and
Seller; provided,
however, that, after Seller Stockholder Approval is obtained, no such amendment
shall, without the further approval of those stockholders, make any change that
would require such approval under Nevada Law or any other applicable Law. Any
term or condition of this Agreement may be waived at any time by the party that
is entitled to the benefit thereof, but no such waiver shall be effective unless
set forth in a written instrument duly executed by or on behalf of the party
waiving such term or condition.  In the absence of a written
instrument duly executed by or on behalf of the party waiving a term or
condition of this Agreement, the Closing of the transactions contemplated
hereunder shall not be or be deemed to be such waiver and the party responsible
for compliance with any such term or satisfaction of any such condition shall
remain so responsible and liable to the other party after the
Closing.  No waiver by any party of any term or condition of this
Agreement, in any one or more instances, shall be deemed to be or construed as a
waiver of the same or any other term or condition of this Agreement on any
future occasion.  All remedies, either under this Agreement or by Law
or otherwise afforded, will be cumulative and not alternative.

       

      
        
          
          

        

        
          80

          
            

          

        

        
          
          

        

      

       

      
        Section
13.9  Governing
Law and Jurisdiction.

      

       

      This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York (other than the choice of law principles
thereof).  Each party irrevocably submits to the exclusive
jurisdiction of any NY State Court in the County of New York or any courts of
the United States of America located in the Southern District of New York, and
each party hereby agrees that all suits, actions and proceedings brought by such
party hereunder shall be brought in any such court.  Each party
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding brought in any such court, any claim that any such suit, action or
proceeding brought in such a court has been brought in an inconvenient forum and
the right to object, with respect to any such suit, action or proceeding brought
in any such court, that such court does not have jurisdiction over such party or
the other party.  In any such suit, action or proceeding, each party
waives, to the fullest extent it may effectively do so, personal service of any
summons, complaint or other process and agrees that the service thereof may be
made by any means permitted by Section 13.2
hereof.  Each party agrees that a final non-appealable judgment in any
such suit, action or proceeding brought in such a court shall be conclusive and
binding.

      


      
        Section
13.10  Counterparts.

      

       

      This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.

      


      
        Section
13.11  Effect
of Table of Contents and Headings.

      

       

      Any table
of contents, title of an article or section heading herein contained is for
convenience of reference only and shall not affect the meaning of construction
of any of the provisions hereof.

      


      [Signature
Page Follows]

       

      
        
          
          

        

        
          81

          
            

          

        

        
          
          

        

      

       

       

      IN
WITNESS WHEREOF the parties hereto have caused this Agreement to be executed as
an instrument in multiple counterparts as of the date set forth above by their
duly authorized officers.

      


      


      GENERAL
ENVIRONMENTAL MANAGEMENT, INC.

      a
Nevada corporation

       

      _________________________________________

      By:
Timothy J. Koziol

      Its:
Chief Executive Officer

       

       

      GENERAL
ENVIRONMENTAL MANAGEMENT, INC.

      a
Delaware
corporation

_________________________________________

      By:
Timothy J. Koziol

      Its:
Chief Executive Officer

      


       

      LUNTZ
ACQUISITION (DELAWARE), LLC

      
_________________________________________

      By:
Deborah S. Huston

      Its:
Secretary

      


      [Signature
Page to Purchase Agreement]

       

      
        
          
          

        

        
          82

          
            

          

        

        
          
          

        

      

      


      PURCHASE
AGREEMENT

      


      List of
Schedules and Exhibits

      


      


      3.1(a),
3.1(b)

      3.3

      3.6

      3.8

      3.10(c)

      3.11,
3.11(f)

      3.12(a),
3.12(b), 3.12(c), 3.12(e), 3.12(f)

      3.13(a),
3.13(b)

      3.14(a),
3.14(d)

      3.15(a),
3.15(d)

      3.16(a),
3.16(e)(i), 3.16(e)(v)

      3.17(a)

      3.18(a),
3.18(b), 3.18(d), 3.18(f)

      3.20(a),
3.20(b), 3.20(b)(v)

      3.21(a)

      3.22

      3.23

      3.24(b),
3.24(d), 3.24(e)

      3.26(a),
3.26(d)

      3.31(b)

      7.6

      7.7(t)

       

      
        
          
            
              	
                      Exhibits

                    	 
      
	 
      	 
      
	
                      1.1(a)

                    	
                      Closing
      Net Working Capital Calculation

                    
	
                      3.31(a)

                    	Form
      of Organizational Documents
	
                      5.11(b)

                    	
                      Form
      of Joinder Agreement

                    
	
                      7.5(a)   

                    	
                      Form
      of Resignations of Directors and Officers

                    
	
                      7.5(b) 

                    	
                      Form
      of Releases

                    
	
                      7.7(a)(i)

                    	
                      Form
      of Paydown and Release Letter

                    
	
                      7.7
      (a)(ii)

                    	
                      Form
      of CVC Voting Agreement

                    
	
                      7.7(z)

                    	
                      Form
      of Management Voting Agreement

                    
	
                      7.12 

                    	
                      Form
      of Opinion of Seller’s
Counsel

                    


            

          

        

      

       

      
        
          
          

        

        
          83

          
            

          

        

        
          
          

        

      

       

      Exhibit
1.1(a)

      


      Closing
Net Working Capital Calculation

      


      The
starting point of the calculation of  net working capital for the
purpose of calculating any deficiency is current assets minus current
liabilities as of the closing date as determined by following generally accepted
accounting principles (GAAP).  For the purposes of clarity, the
following specific items, which may or may not reflect GAAP, will also be
reflected in the calculation:

      


      Current
Assets Exclusions: $900,000 restricted cash held a trust account and related to
and securing the facility closure obligations

      


      Current
Assets Exclusions:

      
        -  Accounts
receivables with a greater than 90 day aging as of the closing date compared
with the invoice date which are not specifically reserved for

      

      
        -  Prepaid
insurance amounts

      

      


      Current
Liability Exclusions

      
        -  Current
portion of capitalized lease obligations, excluding incurred but unpaid
interest

      

      
        -  Liabilities
assumed by Seller which are supported by releases

      

      


      Current
Liability Inclusions

      
        -  Incurred
but not paid medical claims

      

      


      After
considering the starting point, exclusions and inclusions noted above, a net
working capital deficiency will exist to the extent current liabilities exceed
current assets.

       

      
        
          
          

        

        
          84

          
            

          

        

        
          
          

        

      

      


      


      Exhibit
3.31(a)

      


      Form of
Organizational Documents

       

       

      
        
          
          

        

        
          85

          
            

          

        

        
          
          

        

      

      
 

      Exhibit
5.11(b)

      


      Form of
Joinder Agreement

       

       

      
        
          
          

        

        
          86

          
            

          

        

        
          
          

        

      

      
 

      Exhibit
7.5(a)

      Form of
Resignations of Directors and Officers

       

       

      
        
          
          

        

        
          87

          
            

          

        

        
          
          

        

      

      
 

      Exhibit
7.5(b)

      


      Form of
Releases

       

       

      
        
          
          

        

        
          88

          
            

          

        

        
          
          

        

      

       

       

      Exhibit
7.7(a)(i)

      


      Form of
Paydown and Release Letter

       

       

      
        
          
          

        

        
          89

          
            

          

        

        
          
          

        

      

       

       

      Exhibit
7.7(a)(ii)

      


      Form of
CVC Voting Agreement

       

       

      
        
          
          

        

        
          90

          
            

          

        

        
          
          

        

      

       

       

      Exhibit
7.7(z)

      


      Form of
Management Voting Agreement

       

      
        
          
          

        

        
          91

          
            

          

        

        
          
          

        

      

       

       

      Exhibit
7.12

      


      Form of
Opinion of Seller’s Counsel