Asset Purchase Agreement dated as of November 26, 2004 between Martell Electric,
      LLC and Thompson, Inc.


    

      Exhibit
        10.30

      


      Asset
        Purchase Agreement

      


      This
        Asset
        Purchase Agreement
        (the
“Agreement”) is made and entered into this 26th
        day of
        November, 2004 by and among Martell
        Electric, LLC,
        an
        Indiana limited liability company with a principal office located at 1125
        South
        Walnut Street, South Bend, Indiana 46619 (the “Buyer”), Thompson,
        Inc.,
        an
        Indiana corporation with a principal office located at 53971 North Park Avenue,
        Elkhart, Indiana 46514 (the “Seller”), and Edwin
        Grubb,
        the
        sole shareholder of Seller with a residence at 601 Bittersweet Cove, Mishawaka,
        Indiana 45644 (the “Shareholder”).

      


      RECITALS:

      


      A. Seller
        is
        engaged in providing commercial and industrial electrical contracting and
        related services in Elkhart County and other parts of northern Indiana (the
        “Business”).

      


      B. Since
        2002, Buyer has been in the business of providing commercial and industrial
        electrical contracting and related services primarily in Indiana, including
        Elkhart County, Indiana.

      


      C. Seller
        desires to sell to Buyer, and Buyer desires to purchase from Seller, those
        assets, properties and rights of the Business at the price and subject to
        the
        terms and conditions set forth in this Agreement.

      


      NOW
        THEREFORE, in consideration of the promises hereinafter made, and other good
        and
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, the parties agree as follows:

      


      1.
         Purchase
        and Sale of Assets.

      


      (a) Assets
        of the Business.
        On and
        subject to the terms and conditions set forth herein, on the Closing Date
        (as
        defined below), Seller and Shareholder shall sell, assign, convey, transfer
        and
        deliver to Buyer, and Buyer shall purchase from Seller, the all of Seller’s
        property or rights used or useful in the operation of the Business, excluding
        the Excluded Assets (defined below), (collectively, the “Purchased Assets”),
        which Purchased Assets shall include, but not be limited to:

      


      (i) All
        trucks, vehicles, trailers, machinery, equipment, tools, tooling and other
        tangible personal property, including all spare and replacement parts, materials
        and supplies used in the Business (collectively, the “Equipment”);

      


      (ii) All
        of
        Seller’s saleable inventory used or useful in the operation of the Business that
        are not part of an existing project of Seller (collectively, the
“Inventory”);

      



      
        
          
          

        

        
          
            

          

        

        
          
          

        

      


      (iii) All
        of
        Seller’s rights, title and interest to office equipment, including computers and
        software, to the extent assignable, used or useful in connection with the
        Business; and

      


      (iv) All
        goodwill and all other assets used or useful in the operation of the
        Business.

      


      (b) Excluded
        Assets.
        The
        parties expressly exclude from the Purchased Assets the assets identified
        on
Exhibit
        A,
        attached hereto and made a part hereof, (collectively, the “Excluded
        Assets”).

      


      2.  No
        Assumed Liabilities.
        Buyer
        will not assume or be responsible for any obligations or liabilities of the
        Business, the Purchased Assets and/or Seller’s other operations or business
        activities, accrued or unaccrued, known or unknown, actual or contingent,
        including without limitation, any and all contracts in process, taxes,
        third-party claims, environmental liabilities and employee benefits and wages
        (collectively, the “Non-Assumed Liabilities”).

      


      3. Purchase
        Price.

      


      (a) Payment
        of Purchase Price.
        Upon
        the terms and conditions set forth in this Agreement, and in reliance upon
        the
        representations, warranties and covenants of Seller and Shareholder, Buyer
        shall
        pay Seller the amount of One Hundred Thousand Dollars ($100,000) as the full
        purchase price for the Purchased Assets (the “Purchase Price”), of which (i)
        Fifty Thousand Dollars ($50,000) (“Closing Payment”) shall be paid in cash or
        other immediately available funds at Closing (as defined below), (ii)
        Twenty-five Thousand Dollars ($25,000) shall be paid three (3) months following
        the Closing, and (iii) Twenty-five Thousand Dollars ($25,000) shall be paid
        six
        (6) months following the Closing.

      


      (b) Allocation
        of Purchase Price.
        The
        Purchase Price shall be allocated among the Assets as set forth on Exhibit
        B.
        The
        parties agree to furnish each other and the Internal Revenue Service with
        such
        applicable information as may be required under Section 1060 of the Internal
        Revenue Code, as amended, and to cooperate in the completion and timely filing
        of IRS Form 8594 (Asset Acquisition Statement). A party may change the
        agreed-upon allocations only in order to be consistent with any finally
        adjudicated adjustments made to the returns of the other party. 

      


      4. Documents
        of Transfer and Assignment.
        Before
        the Closing, the parties shall cause to be prepared and approved by counsel
        for
        each of the parties all documents and instruments necessary or advisable
        to
        effect the transfers and assignments contemplated by this Agreement. At Closing,
        Seller will execute and deliver such bills of sale and other documents or
        instruments of transfer or assignment as may be necessary or appropriate
        to vest
        in or confirm to Buyer full and complete title to all of the Purchased Assets,
        free and clear of all liens, claims, security interests, charges, encumbrances
        and liabilities, against delivery by Buyer of the Closing Payment. All
        deliveries made at Closing shall be deemed to be simultaneously made, and
        no


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      


      party
        shall be obligated to consummate the transactions contemplated by this Agreement
        unless and until all deliveries required hereunder have been fully
        made.

      


      5.
         Closing.
        The
        consummation of the transactions contemplated hereby (the “Closing”) shall take
        place at 2:00 p.m. local time on November 26, 2004, or such earlier time
        and
        date as the parties may agree (the “Closing Date”) at the offices of Barnes
& Thornburg LLP, 600 1st Source Bank Center, 100 North Michigan Avenue,
        South Bend, Indiana, or at such other time, place and date as the parties
        may
        agree.

      


      6. Additional
        Agreements.

      


      (a)
         Consummation
        of Agreement.
        At any
        time after Closing, if any further action is necessary, proper or advisable
        to
        carry out the purposes of this Agreement, then, as soon as is reasonably
        practicable, each party to this Agreement shall take, or cause to be taken,
        such
        action. Nothing contained in this Agreement shall be construed as an attempt
        to
        agree to assign any contract which is in law non-assignable without the consent
        of the other party or parties to such contract, and each of the parties hereto
        agrees to use its best efforts to obtain all consents and approvals of any
        other
        person required in connection with the transactions contemplated
        hereby.

      


      (b) Employment
        Agreement.
        As an
        inducement for Buyer to enter into this Agreement, Shareholder and Buyer
        shall
        enter into an Employment Agreement substantially in the form attached hereto
        as
Exhibit
        C
        (the
“Employment Agreement”), which agreement contains certain confidentially and
        related non-competition and solicitation provisions protecting, among other
        things, the confidential information of the Business acquired by Buyer
        hereunder.

      


      (c) Lease
        Agreement.
        As an
        inducement for Buyer to enter into this Agreement, Shareholder and Buyer
        shall
        have entered into a Lease Agreement for Seller’s existing facility substantially
        in the form attached hereto as Exhibit
        D
        (“Lease
        Agreement”)

      


      7. Conditions
        to Obligations of Buyer.
        The
        obligation of Buyer to purchase the Purchased Assets from Seller under this
        Agreement is subject to the satisfaction on or before the Closing Date of
        the
        following conditions, unless any such condition shall be waived in writing
        in
        whole or in part by Buyer:

      


      (a) Representations
        and Warranties.
        All
        representations and warranties of Seller and Shareholder contained in this
        Agreement shall have been true and correct on the date of this Agreement
        and on
        the Closing Date, as though made on and as of the Closing Date, and Seller
        and
        Shareholder shall have delivered to Buyer a certificate, signed and dated
        the
        Closing Date, to the foregoing effect. 

      


      (b) Performance
        of Agreement.
        Seller
        and Shareholder shall have performed, observed and complied with all the
        obligations and conditions required by this Agreement to be performed, observed
        or complied with by them, including, but not 


      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      


      limited
        to, the execution and delivery of all agreements, documents or instruments
        required to be delivered at Closing.

      


      (c)
         Closing
        Conditions.
        All
        conditions to Closing specified in this Section 7 shall have been either
        satisfied or waived.

      


      (d) Completion
        of Due Diligence.
        Buyer
        shall have completed its due diligence investigation of Seller’s Business and
        shall be reasonably satisfied that its financial condition, prospects, results
        of operations, assets, liabilities and Business are as represented by Seller
        and
        Shareholder, at least one week prior to the Closing.

      


      (e) Lien
        Searches.
        Seller
        shall perform, if not yet undertaken, and have delivered to Buyer: (i) final
        state and local Uniform Commercial Code financing statement searches disclosing
        all liens and encumbrances on any Purchased Assets; and (ii) written releases
        from the holders of any security interests, liens or other encumbrances on
        any
        of the Purchased Assets to be purchased by Buyer pursuant to this Agreement.
        

      


      (f) Litigation;
        Injunctions.
        No
        order of any court or administrative agency shall be in effect which restrains
        or prohibits the transactions contemplated hereby, and there shall not have
        been
        threatened, nor shall there be pending, any action or proceeding by or before
        any court or governmental agency or other regulatory or administrative agency
        or
        commission challenging any of the transactions contemplated by this
        Agreement.

      


      (g) Corporate
        Certificates.
        Seller
        shall have delivered to Buyer: (i) a certificate of existence of Seller issued
        as of a current date by the Indiana Secretary of State; and (ii) copies of
        resolutions of the shareholders and Board of Directors of Seller, certified
        by
        its secretary, authorizing (A) the execution, delivery and performance of
        this
        Agreement, and (B) the taking of all steps necessary to consummate the
        transactions contemplated by and to fulfill Seller’s obligations under this
        Agreement.

      


      (h) Deliveries
        and Agreements.
        The
        Shareholder shall have delivered to the Buyer the Employment Agreement and
        Lease
        Agreement and any other documents, agreements and instruments called for
        by this
        Agreement.

      


      (i) Absence
        of Changes.
        On or
        prior to the Closing Date there shall have been no loss, damage or destruction
        to the Purchased Assets or the Business which materially impairs the value
        of
        the Purchased Assets or the Business.

      


      (j) Taxes.
        Seller
        shall have paid all state and federal employment related tax obligations
        due and
        owing as of the Closing Date, or a means for satisfying such tax obligations
        acceptable to Buyer shall have been arranged between Seller and the appropriate
        taxing authority no later than the Closing Date.

      



      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      


      8. Conditions
        to Obligations of Seller and Shareholder.
        The
        obligation of Seller to sell and transfer the Purchased Assets to Buyer under
        this Agreement is subject to the satisfaction on or before the Closing Date
        of
        the following conditions, unless any such condition shall be waived in writing
        in whole or in part by Seller:

      


      (a) Representations
        and Warranties.
        All
        representations and warranties of Buyer contained in this Agreement shall
        have
        been true and correct on the date of this Agreement and on the Closing Date,
        as
        though made on and as of the Closing Date, and Buyer shall have delivered
        to
        Seller and Shareholder a certificate, signed and dated the Closing Date,
        to the
        foregoing effect.

      


      (b) Performance
        of Agreement.
        Buyer
        shall have performed, observed and complied with all the obligations and
        conditions required by this Agreement to be performed, observed or complied
        with
        by it, including, but not limited to, the execution and delivery of all
        agreements, documents or instruments required to be delivered at
        Closing.

      


      (c) Closing
        Conditions.
        All
        conditions to Closing specified in this Section 8 shall have been either
        satisfied or waived.

      


      (d) Litigation;
        Injunctions.
        No
        order of any court or administrative agency shall be in effect which restrains
        or prohibits the transactions contemplated hereby, and there shall not have
        been
        threatened, nor shall there be pending, any action or proceeding by or before
        any court or governmental agency or other regulatory or administrative agency
        or
        commission challenging any of the transactions contemplated by this
        Agreement.

      


      (e) Company
        Certificates.
        Buyer
        shall have delivered to Seller: (i) a certificate of existence of Buyer issued
        as of a current date by the Indiana Secretary of State; and (ii) copies of
        certified resolutions of the Manager of Buyer authorizing (A) the execution,
        delivery and performance of this Agreement, and (B) the taking of all steps
        necessary to consummate the transactions contemplated by and fulfill Buyer’s
        obligations under this Agreement.

      


      (f) Deliveries
        and Agreements.
        The
        Buyer shall have delivered to Seller all documents, agreements and instruments
        called for by this Agreement.

      


      9. Representations
        and Warranties of Seller and Shareholder.
        Seller
        and Shareholder hereby jointly and severally represent and warrant to Buyer
        the
        following:

      


      (a) Organization;
        Power and Authority.
        Seller
        is a corporation duly organized and validly existing under the laws of the
        State
        of Indiana and is duly qualified to do business and in good standing under
        the
        laws of all jurisdictions in which its ownership or use of property or the
        conduct of its business requires it to qualify, except where failure to qualify
        would not have a material adverse affect on the financial condition of business
        of Seller. Attached hereto and incorporated herein as Exhibit
        E
        is a



      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      


      true
        and
        complete list of shareholders of Seller, and their respective interests in
        Seller, along with a true and complete list of the existing members of the
        Board
        of Directors of Seller. Seller has all requisite corporate power and authority
        to own all of its properties and assets, to conduct its business as now being
        conducted, and to make, execute, deliver, and perform this Agreement and
        the
        other documents and instruments contemplated hereby. Shareholder has full
        capacity, power and authority to execute, deliver and perform this Agreement
        and
        the agreements contemplated herein.

      


      (b) Execution,
        Delivery and Validity.
        The
        execution and delivery of this Agreement by Seller, and the consummation
        of the
        transactions contemplated hereby, have been duly and validly authorized by
        the
        Board of Directors and shareholders of Seller. This Agreement and all other
        agreements contemplated hereby to which Seller is a party have been duly
        executed and delivered by Seller, and each constitutes the legal, valid and
        binding obligation of Seller, enforceable against Seller in accordance with
        its
        terms. This Agreement and all other agreements contemplated hereby to which
        Shareholder is a party have been duly executed and delivered by Shareholder,
        and
        each constitutes the legal, valid and binding obligation of Shareholder,
        enforceable against Shareholder in accordance with its terms.

      


      (c) Non-contravention.
        The
        execution, delivery and performance of this Agreement by Seller, and the
        consummation of the transactions contemplated hereby, do not and will not:
        (i)
        conflict with or violate any provision of the Articles of Incorporation or
        By-laws of Seller; (ii) to the knowledge of Seller, contravene any law, rule
        or
        regulation or any order, writ, award, judgment, decree or other determination
        which affects or binds Seller or any of its properties; (iii) conflict with,
        violate, breach, or constitute a default under, or an event which (with notice
        or the passage of time or both) would constitute a default under, or give
        rise
        to a right of acceleration, termination or the imposition of penalties under
        any
        permit or other authorization, or any note, mortgage, real property lease,
        or
        any other material agreement, instrument or restriction to which Seller is
        a
        party or by which any of its properties may be affected or bound; or (iv)
        require the approval, consent or authorization of, or the making of any
        declaration, filing or registration with, or the giving of any notice to,
        any
        court, governmental authority or regulatory body or any lender, landlord
        or
        other third party.

      


      (d) Financial
        Statements.
        Seller
        and Shareholder have delivered to Buyer balance sheets of Seller and related
        statements of income or loss for each of the twelve-month periods ending
        December 31, 2003 and 2002 (collectively, the “Financial Statements”). The
        Financial Statements accurately reflect the books and accounts of Seller
        in all
        material respects and present fairly the financial position of Seller as
        of the
        dates given and the results of operations of Seller for the periods
        indicated.

      


      (e) Undisclosed
        Liabilities.
        Seller
        has no material liabilities or obligations relating to the Business or the
        Purchased Assets of any type, nature or description, known or unknown, asserted
        or unasserted, direct or indirect, absolute or contingent, including without
        limitation, unfunded allocations for or under any employee benefit plans
        or
        arrangements, liabilities with respect to labor or environmental matters,
        liabilities relating 


      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      


      to
        services, products and warranties of the Business, or liabilities for federal,
        state, local, foreign or other taxes or assessments. 

      


      (f) Absence
        of Changes.
        Since
        December 31, 2003: (i) the Business has been operated in the ordinary course;
        (ii) there have been no material liabilities or obligations of any nature
        incurred in connection with the Business other than in the regular, ordinary
        and
        customary course of business and all are recorded on Seller’s books of original
        entry; (iii) there have been no alterations in the manner of keeping the
        books,
        accounts or records of the Business, or in the accounting practices therein
        reflected; (iv) there have been no sales or transfers of any material assets
        of
        the Business, nor has Seller entered into any other material transaction
        relating to the Business, other than in the ordinary and customary course
        of
        business; (v) no action has been taken that has resulted or reasonably could
        be
        expected to result in any of Seller ’s Purchased Assets being mortgaged, pledged
        or subjected to any lien or encumbrance of any nature; and (vi) there have
        been
        no increases in the salary, bonus or other compensation arrangements payable,
        or
        to become payable, to such employees of the Business, beyond normal annual
        increases (consistent with past practices).

      


      (g) Taxes.
        Seller
        has duly and timely filed or caused to be filed all tax returns and information
        returns (including, without limitation, income, business or occupation, sales
        or
        use, employment, or property tax returns) relating to the Business and the
        Purchased Assets and has paid or properly accrued all taxes and any other
        governmental charges, duties, penalties, interest and fines that became due
        and
        payable with respect to the Business or the Purchased Assets through the
        Closing
        Date. Seller has withheld or collected from each payment made to employees
        or
        agents of the Business all taxes (including, but not limited to, federal
        income
        taxes, Federal Insurance Contribution Act taxes, and federal, state and local
        income, unemployment, payroll and wage taxes) required to be withheld or
        collected and, if due, has paid the same to the proper tax receiving officers.
        Seller has collected sales and use taxes for all sales made to customers
        making
        purchases from the Business as required by law to be collected and, if due,
        has
        remitted the same to the proper tax receiving officers. 

      


      (h) Litigation.
        No
        actions, suits, claims, orders, audits, investigations, inquiries or other
        proceedings (judicial, administrative or arbitration) are pending or, to
        the
        knowledge of Seller and Shareholder, have been threatened, except as disclosed
        on Schedule
        9(h),
        against
        Seller or affecting the Purchased Assets or the Business, whether at law
        or in
        equity and whether civil or criminal in nature, before or by any court,
        arbitration panel, governmental department, commission, board, bureau, agency
        or
        instrumentality. Except as disclosed on Schedule
        9(h),
        neither
        Seller nor Shareholder has knowledge of any facts which reasonably could
        be
        expected to form the basis for any such action or other proceeding.

      


      (i) Compliance
        with Laws; Permits.
        At all
        times prior to the date hereof: (i) Seller has conducted its Business in
        compliance in all material respects with all governmental statutes, ordinances,
        laws, rules, regulations, orders, permits, licenses or other authorizations
        applicable to the Business; and (ii) Seller owns, holds, possesses and



      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      


      is
        in
        material compliance with all permits, licenses or other authorizations that
        are
        necessary to own or lease, operate and use the Purchased Assets and to carry
        on
        and conduct the Business as now conducted, the failure of which to hold or
        comply with could have a material adverse effect on the Business or Purchased
        Assets. 

      


      (j) Title
        to Assets.
        Except
        as disclosed on Schedule
        9(j),
        Seller
        has good and marketable title to all of the Purchased Assets, free and clear
        of
        any and all security interests, pledges, liens, conditional sales agreements,
        claims, encumbrances or charges or restraints on transfer. No person, firm
        or
        corporation other than Seller has any right to the use or possession of any
        of
        the Purchased Assets. Further, except as disclosed on Schedule
        9(j):
        (i) no
        currently effective financing statement under the Uniform Commercial Code
        with
        respect to any of the Purchased Assets has been filed in any jurisdiction;
        (ii)
        no currently effective lien or encumbrance with respect to any of the Purchased
        Assets has been filed with the Indiana Secretary of State or any County
        Recorder’s Office; and (iii) no agent of Seller has signed any financing
        statement or security agreement authorizing anyone to file any financing
        statement, lien or other encumbrance. 

      


      (k) Condition
        of Tangible Assets.
        Except
        as located elsewhere in the ordinary course of business, all of the tangible
        property included in the Purchased Assets is located at the main location
        of the
        Business. The Equipment is in working order, free from any material defect
        and
        suitable for the ordinary and regular conduct and operation of the
        Business.

      


      (l) Labor
        Relations.
        During
        the twelve (12) months preceding the date of this Agreement, there have been
        no
        material adverse changes in the relationship between the Business and, except
        in
        the ordinary course of its Business, its employees. The Seller does not have
        any
        defined benefit pension plans for employees of the Business. Seller has no:
        (i)
        contracts with individual employees; (ii) “employee benefit plans” as defined in
        Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended,
        (“ERISA”), including pension, profit sharing, deferred compensation, bonus,
        stock option, stock purchase and welfare plans, non-qualified deferred
        compensation, phantom stock or other similar plans; or (iii) other plans
        or
        arrangements for the benefit of employees (such as vacation, holiday or sick
        pay
        plans) which are maintained or contributed to by Seller. All employees of
        the
        Business are terminable at will with no cost to the Seller or Business. Except
        as disclosed on Schedule
        9(l),
        all
        wages, benefits and other amounts due and owing to, or on behalf of, all
        of
        Seller’s employees have been paid by Seller and will be paid through the Closing
        Date. Seller and shareholder, jointly and severally, covenant and agree that
        all
        amounts listed on Schedule
        9(l)
        and
        which are not otherwise properly paid under Seller’s wage and welfare bond, will
        be paid by Seller or Shareholder as such amounts come due.

      


      (m) Environment,
        Health and Safety.

      


      (i) For
        purposes of this Section 9(m):

      



      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      


      (A) “Environmental
        Law” means any federal, state or local statute, rule, regulation or ordinance
        having as its primary purpose the protection of the environment or the
        protection of human health from the effects of environmental pollutants and
        any
        permit, license or authorization required thereunder, as well as common
        law.

      


      (B) “Health
        and Safety Law” means any federal, state or local statute, rule, regulation or
        ordinance having as its primary purpose the protection of worker safety or
        health in the workplace.

      


      (C) “Hazardous
        Substance, Pollutant or Contaminant” means any “hazardous substance” as defined
        in 42 U.S.C. §  9601(14), any “pollutant or contaminant” as defined in 42
        U.S.C. §  9601(33), and petroleum, including crude oil or any fraction
        thereof.

      


      (D) “Claim”
        means and includes any claim, action, suit, demand, administrative proceeding,
        notice of violation, notice of deficiency, or general notice of potential
        liability alleging any failure to comply with or any liability under any
        Environmental Law or Health and Safety Law, including, without limitation,
        any
        liability under common law for damages or injury to person or
        property.

      


      (E) “Environmental
        or Health and Safety Circumstance” means any fact, circumstance, activity,
        practice, incident, action, plan or condition which would constitute a failure
        to comply with any Environmental Law or Health and Safety Law, or would give
        rise to potential liability under any such Law. 

      


      (ii) The
        Business and the Purchased Assets are, and at all times prior hereto have
        been,
        in compliance with any and all Environmental Laws and Health and Safety Laws,
        and no Claim relating to a violation of any such Laws has been made with
        respect
        to the Business or the Purchased Assets.

      


      (iii) To
        the
        best of Seller and Shareholder’s knowledge, there is no Environmental or Health
        and Safety Circumstance related to past or present operations of the Business
        or
        the Purchased Assets at the Facility or on or off any other properties,
        facilities or premises on which the Business or the Purchased Assets have
        been
        operated. Neither the facilities nor any real property that is owned, operated
        or used in connection with the Business or the Purchased Assets contains
        any
        underground storage tank, asbestos containing material, polychlorinated
        biphenyls, or landfills, surface impoundments or disposal area. 

      


      (iv) Seller
        has not, either expressly or by operation of law, assumed or undertaken any
        liability, including without limitation, any obligation for corrective or
        remedial action, of any other person or entity with respect to any Environmental
        Law, nor has Seller caused, permitted or allowed any “release” (as



      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      


      defined
        in 42 U.S.C. §  9601(22)) of any Hazardous Substance, Pollutant or
        Contaminant on any real property owned, operated or used by Seller in connection
        with the Business.

      


      (v) Seller
        has obtained (or has pending timely filed applications for) any and all material
        environmental permits legally required to operate the Business and the Purchased
        Assets as they are presently being operated.

      


      (n) Brokers.
        Neither
        Seller nor Shareholder has employed any broker, agent or finder in connection
        with the transactions contemplated by this Agreement. Any obligation in respect
        of fees, commissions or expenses due any broker, agent or finder who may
        have
        been employed in this transaction by Seller or Shareholder is an obligation
        solely of such party.

      


      (o) Termination
        of Employees.
        Seller
        shall terminate all of its employees and agents as of the Closing Date, and
        all
        such terminations shall be in compliance with all applicable laws. Seller
        acknowledges and agrees that, except for Buyer’s obligation to employ
        Shareholder pursuant to the terms and conditions of the Employment Agreement,
        Buyer shall have no obligation to hire any such terminated
        employees.

      


      (p) Disclosure.
        None of
        the statements or information contained in any of the representations,
        warranties or agreements of Seller or Shareholder set forth in this Agreement
        contains any untrue statement of a material fact or omits a material fact
        necessary to make the statements contained in this Agreement or in any Exhibit
        or Schedule to this Agreement, in light of the circumstances in which those
        statements were made, not misleading.

      


      (q) Closing
        Conditions.
        All of
        the conditions to Closing specified in Section 8 of this Agreement have been
        satisfied or waived.

      


      10. Representations
        and Warranties of Buyer.
        Buyer
        hereby represents and warrants to Seller and Shareholder the
        following:

      


      (a) Company
        Organization.
        Buyer
        is a limited liability company duly organized and validly existing under
        the
        laws of the State of Indiana, and shall so remain until all obligations
        hereunder to Seller and Shareholder have been fulfilled. Buyer has all requisite
        company power and authority to own all of its properties and assets, to conduct
        its business as now being conducted, and to make, execute, deliver, and perform
        this Agreement and the other documents and instruments contemplated hereby.
        Buyer shall not dissolve its company existence or liquidate its assets until
        such time as it has fulfilled all its obligations to Seller and Shareholder
        hereunder.

      


      (b) Execution,
        Delivery and Validity.
        The
        execution and delivery of this Agreement by Buyer, and the consummation of
        the
        transactions contemplated hereby, have been duly and validly authorized by
        all
        necessary company action. This Agreement and all other agreements contemplated
        hereby to which Buyer is a party have been duly 


      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      


      and
        validly executed by Buyer, and each constitutes the legal, valid and binding
        obligation of Buyer, enforceable against Buyer in accordance with its terms.
        

      


      (c) Non-contravention.
        The
        execution, delivery and performance of this Agreement by Buyer, and the
        consummation of the transactions contemplated hereby, do not and will not:
        (i)
        conflict with or violate any provision of the Articles of Organization or
        Operating Agreement of Buyer; (ii) to the knowledge of Buyer, contravene
        any
        law, rule or regulation or any order, writ, award, judgment, decree or other
        determination which affects or binds Buyer or any of its properties; (iii)
        conflict with, violate, breach, or constitute a default under, or an event
        which
        (with notice or the passage of time or both) would constitute a default under,
        or give rise to a right of acceleration, termination or the imposition of
        penalties under any governmental or other license, permit or other
        authorization, or any note, mortgage, real property lease, or any other material
        agreement, instrument or restriction to which Buyer is a party or by which
        any
        of its properties may be affected or bound; or (iv) require the approval,
        consent or authorization of, or the making of any declaration, filing or
        registration with, or the giving of any notice to, any court, governmental
        authority or regulatory body or any lender, landlord or other third
        party.

      


      (d) Brokers.
        Buyer
        has not employed any broker, agent or finder in connection with the transactions
        contemplated by this Agreement, and any obligation in respect of fees,
        commissions and expenses due any broker, agent or finder who may have been
        employed in this transaction by Buyer is an obligation solely of
        Buyer.

      


      (e) Closing
        Conditions.
        All of
        the conditions to Closing specified in Section 7 of this Agreement have been
        satisfied or waived.

      


      11. Indemnification.

      


      (a)
         By
        Seller and Shareholder.
        From
        and after Closing, Seller and Shareholder will jointly and severally indemnify,
        defend and hold Buyer and its members, managers, employees, successors and
        assigns (collectively, “Buyer’s Indemnitees”) harmless of and from any and all
        damages, liabilities, losses, costs or expenses (including reasonable attorneys’
        fees and fees or costs incurred in investigation) (collectively, “Losses”)
        incurred or suffered by Buyer’s Indemnitees which arise out of, result from or
        relate to: (i) any material breach by Seller or Shareholder or failure by
        Seller
        or Shareholder to perform, any representation, warranty, covenant or condition
        contained in or made pursuant to this Agreement; (ii) any liabilities or
        obligations of Seller, including the Non-Assumed Liabilities, that are not
        expressly assumed by Buyer pursuant to Section 2 of this Agreement; and (iii)
        the operation of the Business by Seller prior to the Closing.

      


      (b) By
        Buyer.
        From
        and after Closing, Buyer shall indemnify, defend and hold Seller and Shareholder
        and their respective directors, officers, successors and permitted assigns
        (collectively, “Seller’s Indemnitees”) harmless of and from any Losses incurred
        or suffered by Seller’s Indemnitees which arise out of, result from or relate
        to: 


      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      


      (i)
        any
        material breach by Buyer or failure by Buyer to perform, any representation,
        warranty, covenant or condition contained in or made pursuant to this Agreement;
        and (ii) the operation of the Business by Buyer from and after the Closing.
        

      


      (c) Conditions
        for Indemnification of Third Party Claims.
        The
        respective obligations and liabilities of Seller and Shareholder or Buyer
        (the
“Indemnifying Party”) to the Buyer’s Indemnitees or the Seller’s Indemnitees, as
        the case may be, as indemnified parties (the “Indemnified Party”) under Sections
        11(a) and 11(b) hereof with respect to claims resulting from the assertion
        of
        liability by third parties shall be subject to the following terms and
        conditions:

      


      (i) Within
        a
        reasonable period of time after receipt of notice of commencement of any
        action
        evidenced by service of process or other legal pleading, or with reasonable
        promptness after the assertion of any claim by a third party, the Indemnified
        Party shall give the Indemnifying Party written notice thereof together with
        a
        copy of such claim, process or other legal pleading, and the Indemnifying
        Party
        shall have the right to undertake the defense thereof by representatives
        of its
        own choosing and at its own expense; provided, that the Indemnified Party
        may
        participate in the defense with counsel of its own choice and at its own
        expense
        (provided that the Indemnifying Party will bear the expense of counsel for
        the
        Indemnified Party if the Indemnified Party could have an inconsistent or
        conflicting interest from that of the Indemnifying Party or one or more legal
        defenses that are different from or additional to those available to the
        Indemnifying Party).

      


      (ii) If
        the
        Indemnifying Party, by the thirtieth (30th) day after receipt of notice of
        any
        such claim (or, if earlier, by the tenth (10th) day preceding the day on
        which
        an answer or other pleading must be served in order to prevent judgment by
        default in favor of the person asserting such claim), does not elect to defend
        against such claim, the Indemnified Party, upon further notice to the
        Indemnifying Party, will have the right to undertake the defense, compromise
        or
        settlement of such claim on behalf of or for the account and risk of the
        Indemnifying Party and at the Indemnifying Party ’s expense, subject to the
        right of the Indemnifying Party to assume the defense of such claim at any
        time
        prior to settlement, compromise or final determination thereof. Upon assumption
        by the Indemnifying Party of the defense of any claim, the Indemnified Party
        shall have no further right to settle, compromise or defend the claim except
        to
        the extent expressly provided under subparagraph (i) above.

      


      (iii) Anything
        in this Section 11(c) to the contrary notwithstanding, the Indemnifying Party
        shall not settle any claim without the consent of the Indemnified Party unless
        such settlement involves only the payment of money and the claimant provides
        to
        the Indemnified Party a release from all liability in respect of such claim.
        If
        the settlement of the claim involves more than the payment of money, the
        Indemnifying Party shall not settle the claim without the 


      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      


      prior
        consent of the Indemnified Party, which consent shall not be unreasonably
        withheld.

      


      (iv) The
        Indemnified Party and the Indemnifying Party will each cooperate with all
        reasonable requests of the other for the purpose of defending against any
        claims.

      


      (d) Payment
        of Losses.
        The
        Indemnifying Party shall make all payments pursuant to the indemnification
        provisions contained in this Section 11 within ten (10) business days after
        final determination of the amount thereof.

      


      (e) Survival.
        The
        obligations of Buyer, Seller and Shareholder under this Section 11 shall
        survive
        the expiation or termination of this Agreement.

      


      12. Restrictive
        Covenants. 

      


      (a) Acknowledgments.
        Seller
        and Shareholder acknowledge and agree that the trade secrets and other
        confidential information acquired by Buyer pursuant to this Agreement,
        including, without limitation, methods, techniques, equipment, marketing
        and
        sales information, the sources, costs and pricing of products and services,
        business and marketing strategies and plans, the identity and needs of customers
        and potential customers, financial data, personnel data, and all the other
        know-how and “trade secrets” pertaining in any respect to the Business or its
        customers or suppliers, are valuable, special and unique assets of Buyer.
        Seller
        and Shareholder further acknowledge and agree that Seller and Shareholder
        have
        worked together to establish strong customer relationships and considerable
        goodwill relating to the Business, and that Buyer has paid valuable
        consideration for the Purchased Assets and the Business, including the trade
        secrets, confidential information and goodwill of the Business.

      


      (b) Confidentiality.
        Seller
        and Shareholder agree that it or he will not, directly or indirectly, except
        with the prior consent of Buyer, use, divulge or disclose or communicate,
        or
        cause or permit any other person or entity to use, divulge, disclose or
        communicate, to any person, firm, corporation or entity, in any manner
        whatsoever, any trade secrets or other confidential information conveyed
        to
        Buyer pursuant to this Agreement. The foregoing covenants shall remain in
        effect
        for so long as any such information remains confidential information of Buyer,
        and, in any event, for a minimum period of three (3) years after Closing.
        Notwithstanding anything to the contrary in this Agreement, neither Seller
        nor
        Shareholder will never disclose or use confidential information which remains
        a
        trade secret of Buyer.

       

      (c) Covenants
        Against Competition and Solicitation.
        To
        preserve the value of the goodwill purchased by Buyer, and to reduce the
        cost to
        Buyer of monitoring and enforcing the compliance of Seller and Shareholder
        with
        the confidentiality obligations contained in Section
        12(b) hereof,
        Seller and Shareholder covenant and agree that, during the Prohibit Period
        (as
        defined below), it or he will not, and Seller and Shareholder will cause
        any of
        related party to not, without the express written consent of Buyer and only
        to
        the extent authorized by Buyer:

       


      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      


      (i) Except
        as
        expressly permitted under this Section
        12(c),
        directly or indirectly, alone or in concert with others, whether as principal,
        agent, representative, partner, lender, consultant, shareholder or otherwise,
        under or through any form of business entity, own, operate, manage, control
        or
        actively participate in any business which provides competing services of
        the
        Business anywhere in the Prohibited Territory (as defined below) (“Competing
        Business”); 

       

      (ii) Except
        as
        expressly permitted under this Section
        12(c),
        either
        for themselves or for any other person, firm, corporation or entity solicit,
        divert or accept, or attempt to solicit, divert or accept any persons or
        entities which were customers of the Business at any time during the Prohibited
        Period to contract or otherwise transact business with any Competing Business
        anywhere within the Prohibited Territory; and

       

      (iii) Induce
        or
        solicit or seek to induce or solicit any person who was engaged in the Business
        as an employee, agent or otherwise within the one (1) year period prior to
        the
        Closing to terminate his or her engagement with Buyer or otherwise participate
        in any business activity directly or indirectly competitive with the
        Business.

       

      The
        covenants contained in Sections
        12(c)(i), (ii) and
        (iii)
        of this
        Agreement are separate and distinct covenants of each of Seller and
        Shareholder.

       

      (d) Definition
        of Prohibited Territory
        and
        Prohibited Period. For
        purposes of this Agreement, the “Prohibited Territory” means anywhere within a
        one hundred (100) mile radius of each of Buyer’s locations, including Buyer’s
        new Elkhart, Indiana location, unless that geographic restriction is deemed
        to
        be of unreasonably broad scope, and therefore unenforceable, by a court of
        competent jurisdiction, in which case the next sentence shall define the
        Prohibited Territory. The Prohibited Territory means anywhere within a
        seventy-five (75) mile radius of each of Buyer’s locations, including Buyer’s
        new Elkhart, Indiana location, unless that geographic restriction is deemed
        to
        be of unreasonably
        broad scope, and therefore unenforceable, by a court of competent jurisdiction,
        in which case the next sentence shall define the Prohibited Territory. The
        Prohibited Territory means anywhere within a fifty (50) mile radius of each
        of
        Buyer’s locations, including Buyer’s new Elkhart, Indiana
        location.

      


      The
        term
“Prohibited Period” shall be defined as a period of three (3) years from and
        after Closing, unless that term is deemed to be unreasonable, and therefore
        unenforceable, by a court of competent jurisdiction, in which case the next
        sentence shall define the Prohibited Period. The Prohibited Period means
        a
        period of two (2) years from and after Closing, unless that term is deemed
        to be
        unreasonable, and therefore unenforceable, by a court of competent jurisdiction,
        in which case the next sentence shall define the Prohibited Period. The
        Prohibited Period means a period of one (1) year from and after
        Closing.

       

      (e) Reasonableness.
        Seller
        and Shareholder hereby expressly acknowledge and agree that the territorial,
        time and other limitations set forth above are reasonable and properly required
        for the adequate protection of the goodwill and other Assets acquired by
        Buyer
        pursuant to this Agreement and shall be fully enforceable to the fullest
        extent
        permitted by law. The
        parties estimate that the value of the goodwill being purchased will not
        begin
        to dissipate for at least three (3) years. In
        the
        event, however, a court determines that any of the terms, provisions, or
        covenants contained in this Section 12 are unreasonable, a court may limit
        the
        application of any such term, provision or covenant, or modify any such term,
        provision or covenant and proceed to enforce this Section 12 as so limited
        or
        modified.

       


      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      


       

      (f) Remedies.
        Seller
        and Shareholder acknowledge and agree that any violation of Sections
        12(b) or 12(c) hereof would
        cause Buyer irreparable damage and that if any Seller and/or Shareholder
        violates or threatens to violate such restrictions, Buyer shall be entitled
        to
        injunctive relief against Seller and/or Shareholder, without the necessity
        of
        proof of actual damage or the posting of bond, in addition to any other remedies
        available under this Agreement, at law, or in equity, and including compensatory
        damages incurred by Buyer as a result of such violation and including costs,
        expenses and reasonable attorneys’ fees incurred in enforcing any of its rights
        under this Section
        12.

       

      (g) Shareholder’s
        Work as Estimator.
        Notwithstanding anything to the contrary contained herein or contained in
        the
        Employment Agreement and only in the event Shareholder is terminated by Buyer
        pursuant to Section
        6(a)(vi)
        of the
        Employment Agreement, the restrictions contained in Section
        12(c)
        of this
        Agreement and Section
        5(b)
        of the
        Employment Agreement shall not prohibit Shareholder from working in the
        Prohibited Territory as an estimator.

      


      13. Miscellaneous
        Provisions.

      


      (a) Personal
        Property Taxes.
        All
        taxes and assessments that have accrued for all time periods prior to or
        as of
        Closing shall be paid or properly accrued by Seller prior to or at Closing.
        

      


      (b) Expenses.
        Except
        as otherwise specifically provided in this Agreement, Seller, Shareholder
        and
        Buyer shall each bear his or its own expenses, including the fees of any
        attorneys, accountants or others engaged by such party in connection with
        this
        Agreement and the transactions contemplated hereby.

      


      (c) Survival.
        Notwithstanding any term or provision of this Agreement to the contrary,
        all
        representations and warranties contained in this Agreement and any agreement
        executed in connection herewith shall survive the execution, delivery and
        performance of this Agreement and the Closing as follows: (i) the
        representations and warranties contained in Sections
        9(a), 9(b) and 9(j) shall
        survive indefinitely and shall not terminate; (ii) the representations and
        warranties contained in Sections
        9(g), 9(m) and 9(l)
        shall
        survive for the applicable statutes of limitation; and (iii) all other
        representations and warranties shall survive for a period of two (2) years
        after
        the Closing


      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      


      Date;
        provided,
        that
        any representation or warranty in respect of which indemnity may be sought
        under
Section
        9,
        and the
        indemnity with respect thereto, shall survive the time at which it would
        otherwise terminate pursuant to this section if notice of the breach thereof
        giving rise to such right or potential right of indemnity shall have been
        given
        to the party against whom such indemnity may be sought prior to such time.
        No
        investigation by the parties made heretofore or hereafter shall affect the
        representations and warranties of the parties contained in or made pursuant
        hereto.

      


      (d) Governing
        Law.
        This
        Agreement shall be governed in all respects, including validity, interpretation
        and effect, by the laws of the State of Indiana, without regard to conflicts
        of
        law principles.

      


      (e) Entire
        Agreement; Amendment.
        This
        Agreement, including all Exhibits and Schedules hereto sets forth the entire
        understanding of the parties, there being no oral or other written agreements
        or
        understandings affecting the subject matter of this Agreement. No modification,
        amendment, waiver or release of any provision of this Agreement or of any
        right,
        obligation, claim or cause of action arising under this Agreement shall be
        valid
        or binding for any purpose unless in writing and duly executed by the party
        against whom the same is sought to be asserted.

      


      (f) Assignment;
        Binding Effect.
        No
        party to this Agreement may assign this Agreement or such party’s rights, duties
        and obligations hereunder without the prior written consent of the other
        parties
        hereto. This Agreement shall be binding upon and inure to the benefit of
        the
        parties to this Agreement and their personal and legal representatives,
        successors and assigns.

      


      (g) No
        Waiver.
        The
        failure of any party to enforce at any time or for any period of time any
        of the
        provisions of this Agreement shall not be construed as a waiver of such
        provision or of the right of the party to enforce such provision. The waiver
        of
        any breach or default or the failure to exercise any right shall not be deemed
        a
        waiver of any subsequent breach or default or waiver of the right to exercise
        any other right.

      


      (h) Notices.
        All
        notices and other communications hereunder must be in writing and shall be
        deemed given if delivered personally or by overnight courier, or transmitted
        by
        facsimile or mailed by registered or certified mail, postage pre-paid, return
        receipt requested, to the persons at the addresses set forth above (or such
        other address for a party as shall be specified by like notice). Notice given
        personally or by courier, or transmitted by facsimile, shall be deemed delivered
        when received by the addressee. Notice given by mail shall be deemed delivered
        on the third (3rd) business day following the date on which it is so mailed.
        

      


      (i) Remedies
        Cumulative.
        All
        rights and remedies provided by this Agreement or existing at law or in equity
        shall be cumulative of all other rights and remedies, and the pursuit of
        one
        right or remedy shall in no way operate as an exclusive election or otherwise
        preclude or limit any party from pursuing any other or additional right or
        remedy.

      



      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      


      (j) Severability.
        If any
        provision of this Agreement shall be held invalid or unenforceable by any
        court
        of competent jurisdiction or as a result of legislative or administrative
        action, such holding or action shall be strictly construed and shall not
        affect
        the validity or affect any other provision of this Agreement.

      


      (k) Conflicts.
        This
        Agreement shall govern in the event of a conflict between the provisions
        hereof
        and those of any other document signed by the parties in connection with
        the
        Closing.

      


      (l) Execution
        of Counterparts.
        This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        considered an original instrument, but all of which shall be considered one
        and
        the same agreement, and shall become binding when one or more counterparts
        have
        been signed by and delivered to each of the parties.

      IN
        WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement
        to
        be duly executed and delivered on the date or dates below indicated, effective
        as of the day and year first above written.

      


      
        	
                “Seller”

              	 	
                “Shareholder”

              
	 	 	 	 	 
	
                Thompson,
                  Inc.

              	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                By:

              	 /s/
                Edwin Grubb	 	 /s/
                Edwin Grubb
	 	
                Edwin
                  Grubb, President

              	 	
                Edwin
                  Grubb, Individually

              
	 	 	 	 	 
	
                Date:

              	
                November
                  26, 2004

              	 	
                Date:

              	
                November
                  26, 2004

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                “Buyer”

              	 	 	 
	 	 	 	 	 
	
                Martell
                  Electric, LLC

              	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                By:

              	 /s/
                John A. Martell	 	 	 
	 	
                John
                  A. Martell, President

              	 	 	 
	 	 	 	 	 
	
                Date:

              	
                November
                  26, 2004

              	 	 	 


      


      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      


      Exhibit
        A

      Excluded
        Assets

      


      


      1. Cash;

      2. Accounts
        Receivable;

      3. Other
        Receivables;

      4. Cadillac
        Escalade;

      5. Red
        Chevy
        Pick-up Truck;

      6. Red
        Ford
        Stake Truck;

      7. Leased
        Equipment; and

      8. Prepaid
        Expenses.

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        B

      Allocation
        of Purchase Price


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        C

      Grubb
        Employment Agreement

      


      


      See
        Attached.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        D

      Lease
        Agreement

      


      


      See
        Attached.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        E

      Shareholders
        and Directors of Thompson, Inc.

      


      


      


      
        	
                Sole
                  Shareholder of Thompson, Inc.:
                  

              	
                Edwin
                  Grubb

              
	 	 
	 	 
	
                Board
                  of Directs of Thompson, Inc.:

              	
                Edwin
                  Grubb

              
	 	
                Matthew
                  A. Grubb

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        9(h)

      Litigation

      


      


      See
        attached.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        9(j)

      Title
        to Assets

      


      


      None.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        9(l)

      Labor
        Relations

      


      


      Union
        benefits in an amount estimated at $13,000, but which will not exceed
        $15,000.