hginterdomagreement.htm


    EXHIBIT
      10.1

    


     

    ASSET
      PURCHASE AGREEMENT

     

    dated
      as of June 6, 2007

     

    by
      and among

     

    COMTRAK
      LOGISTICS, INC.,

     

    HUB
      CITY TERMINALS, INC.,

     

    INTERDOM
      PARTNERS,

     

    COMMERCIAL
      CARTAGE, INC.,

     

    PRIDE
      LOGISTICS, L.L.C.

     

    and

     

    THE
      OTHER PARTIES SIGNATORY HERETO

     

    


     


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

     

    ARTICLE
      I  Definitions 

     

    
      	
               

            	
              1.1

            	
              Previously
                Defined Terms 

            	
               

            


    

    
      	
               

            	
              1.2

            	
              Definitions 

            	 


    

    
      	
               

            	
              1.3

            	
              Interpretation 

            	
               

            


    

     

    ARTICLE
      II  Purchase and Sale, Purchase Price, Allocation and Other Related
      Matters 

     

    
      	
               

            	
              2.1

            	
              Purchase
                and Sale 

            	
               

            


    

    
      	
               

            	
              2.2

            	
              Purchase
                Price 

            	
               

            


    

    
      	
               

            	
              2.3

            	
              Payment
                of the Purchase Price 

            	
               

            


    

    
      	
               

            	
              2.4

            	
              Closing
                Balance Sheet 

            	
               

            


    

    
      	
               

            	
              2.5

            	
              Purchase
                Price Settlement 

            	
               

            


    

    
      	
               

            	
              2.6

            	
              Assumed
                Liabilities 

            	
               

            


    

    
      	
               

            	
              2.7

            	
              Retained
                Liabilities 

            	
               

            


    

    
      	
               

            	
              2.8

            	
              Accounts
                Receivable Guarantee and Return 

            	
               

            


    

    
      	
               

            	
              2.9

            	
              Transfer
                Taxes 

            	
               

            


    

    
      	
               

            	
              2.10

            	
              Allocation 

            	
               

            


    

     

    ARTICLE
      III  Closing and Closing Date Deliveries 

     

    
      	
               

            	
              3.1

            	
              Closing 

            	
               

            


    

    
      	
               

            	
              3.2

            	
              Closing
                Deliveries by Sellers 

            	
               

            


    

    
      	
               

            	
              3.3

            	
              Closing
                Deliveries by Purchasers 

            	
               

            


    

    
      	
               

            	
              3.4

            	
              Cooperation 

            	
               

            


    

     

    ARTICLE
      IV  Pre-Closing Filings 

     

    
      	
               

            	
              4.1

            	
              Government
                Filings 

            	
               

            


    

     

    ARTICLE
      V  Pre-Closing Covenants 

     

    
      	
               

            	
              5.1

            	
              Due
                Diligence Review 

            	
               

            


    

    
      	
               

            	
              5.2

            	
              Maintenance
                of Business and Notice of Changes 

            	
               

            


    

    
      	
               

            	
              5.3

            	
              Pending
                Closing 

            	
               

            


    

    
      	
               

            	
              5.4

            	
              Consents 

            	
               

            


    

    
      	
               

            	
              5.5

            	
              Commercially
                Reasonable Efforts to Close 

            	
               

            


    

    
      	
               

            	
              5.6

            	
              Pre-Closing
                Use of Names 

            	
               

            


    

    
      	
               

            	
              5.7

            	
              Transfer
                of Related Business Assets 

            	
               

            


    

    
      	
               

            	
              5.8

            	
              Retained
                Entities Reconciliation 

            	
               

            


    

     

    ARTICLE
      VI  Financial Statements; Disclosure Schedule

     

    
      	
               

            	
              6.1

            	
              Pre-Signing
                Deliveries 

            	
               

            


    

     

    ARTICLE
      VII  Representations and Warranties of Sellers 

     

    
      	
               

            	
              7.1

            	
              Due
                Formation 

            	
               

            


    

    
      	
               

            	
              7.2

            	
              Authority 

            	
               

            


    

    
      	
               

            	
              7.3

            	
              No
                Violations and Consents 

            	
               

            


    

    
      	
               

            	
              7.4

            	
              Brokers 

            	
               

            


    

    
      	
               

            	
              7.5

            	
              Required
                Assets 

            	
               

            


    

    
      	
               

            	
              7.6

            	
              Related
                Party Transactions 

            	
               

            


    

    
      	
               

            	
              7.7

            	
              Title
                to Purchased Assets 

            	
               

            


    

    
      	
               

            	
              7.8

            	
              Condition
                of Assets 

            	
               

            


    

    
      	
               

            	
              7.9

            	
              Real
                Property 

            	
               

            


    

    
      	
               

            	
              7.10

            	
              Litigation
                and Compliance with Laws 

            	
               

            


    

    
      	
               

            	
              7.11

            	
              Intellectual
                Property 

            	
               

            


    

    
      	
               

            	
              7.12

            	
              Contracts 

            	
               

            


    

    
      	
               

            	
              7.13

            	
              Financial
                Statements and Related Matters 

            	
               

            


    

    
      	
               

            	
              7.14

            	
              Changes
                Since the Most Recent Year-End Balance Sheet Date 

            	
               

            


    

    
      	
               

            	
              7.15

            	
              Insurance 

            	
               

            


    

    
      	
               

            	
              7.16

            	
              Licenses
                and Permits 

            	
               

            


    

    
      	
               

            	
              7.17

            	
              Environmental
                Matters 

            	
               

            


    

    
      	
               

            	
              7.18

            	
              Employee
                Benefit Plans 

            	
               

            


    

    
      	
               

            	
              7.19

            	
              Taxes 

            	
               

            


    

    
      	
               

            	
              7.20

            	
              Suppliers;
                Customers; BNSF and NS. 

            	
               

            


    

    
      	
               

            	
              7.21

            	
              Full
                Disclosure 

            	
               

            


    

     

    ARTICLE
      VIII  Representations and Warranties of Purchasers 

     

    
      	
               

            	
              8.1

            	
              Due
                Incorporation 

            	
               

            


    

    
      	
               

            	
              8.2

            	
              Authority 

            	
               

            


    

    
      	
               

            	
              8.3

            	
              No
                Violations 

            	
               

            


    

    
      	
               

            	
              8.4

            	
              Brokers 

            	
               

            


    

     

    ARTICLE
      IX  Conditions to Closing Applicable to Purchasers 

     

    
      	
               

            	
              9.1

            	
              No
                Termination 

            	
               

            


    

    
      	
               

            	
              9.2

            	
              Bring-Down
                of Sellers' Warranties and Covenants 

            	
               

            


    

    
      	
               

            	
              9.3

            	
              No
                Material Adverse Change 

            	
               

            


    

    
      	
               

            	
              9.4

            	
              Pending
                Actions 

            	
               

            


    

    
      	
               

            	
              9.5

            	
              Required
                Contract Consents 

            	
               

            


    

    
      	
               

            	
              9.6

            	
              Required
                Governmental Approvals 

            	
               

            


    

    
      	
               

            	
              9.7

            	
              Required
                Permits 

            	
               

            


    

    
      	
               

            	
              9.8

            	
              Due
                Diligence 

            	
               

            


    

    
      	
               

            	
              9.9

            	
              Environmental
                Assessment Report 

            	
               

            


    

    
      	
               

            	
              9.10

            	
              Retained
                Earnings 

            	
               

            


    

    
      	
               

            	
              9.11

            	
              Non-Foreign
                Person Certification 

            	
               

            


    

    
      	
               

            	
              9.12

            	
              All
                Necessary Documents 

            	
               

            


    

     

    ARTICLE
      X  Conditions to Closing Applicable to Sellers 

     

    
      	
               

            	
              10.1

            	
              No
                Termination 

            	
               

            


    

    
      	
               

            	
              10.2

            	
              Bring-Down
                of Purchasers' Warranties and Covenants 

            	
               

            


    

    
      	
               

            	
              10.3

            	
              Pending
                Actions 

            	
               

            


    

    
      	
               

            	
              10.4

            	
              All
                Necessary Documents 

            	
               

            


    

     

    ARTICLE
      XI  Termination 

     

    
      	
               

            	
              11.1

            	
              Termination 

            	
               

            


    

     

    ARTICLE
      XII  Indemnification 

     

    
      	
               

            	
              12.1

            	
              Indemnification
                by Sellers 

            	
               

            


    

    
      	
               

            	
              12.2

            	
              Indemnification
                by Purchaser 

            	
               

            


    

    
      	
               

            	
              12.3

            	
              Claim
                Procedure/Notice of Claim 

            	
               

            


    

    
      	
               

            	
              12.4

            	
              Survival
                of Representations, Warranties and Covenants; Determination of Adverse
                Consequences 

            	
               

            


    

    
      	
               

            	
              12.5

            	
              Limitations
                on Indemnification Obligations 

            	
               

            


    

    
      	
               

            	
              12.6

            	
              Right
                of Set-Off 

            	
               

            


    

     

    ARTICLE
      XIII  Confidentiality 

     

    
      	
               

            	
              13.1

            	
              Confidentiality
                of Materials 

            	
               

            


    

    
      	
               

            	
              13.2

            	
              Remedy 

            	
               

            


    

     

    ARTICLE
      XIV  Employee Matters 

     

    
      	
               

            	
              14.1

            	
              Employees
                to be Hired by Purchasers 

            	
               

            


    

    
      	
               

            	
              14.2

            	
              Workers'
                Compensation, Medical Claims and Retirees 

            	
               

            


    

     

    ARTICLE
      XV  Certain Other Agreements 

     

    
      	
               

            	
              15.1

            	
              Post-Closing
                Access to Records 

            	
               

            


    

    
      	
               

            	
              15.2

            	
              Consents
                Not Obtained at Closing 

            	
               

            


    

    
      	
               

            	
              15.3

            	
              Post-Closing
                Tax Matters 

            	
               

            


    

    
      	
               

            	
              15.4

            	
              Bulk
                Sale Waiver and Indemnity 

            	
               

            


    

    
      	
               

            	
              15.5

            	
              Non-Competition;
                Non-Solicitation 

            	
               

            


    

    
      	
               

            	
              15.6

            	
              Use
                of Sellers' Names 

            	
               

            


    

    
      	
               

            	
              15.7

            	
              Guarantees 

            	
               

            


    

     

    ARTICLE
      XVI  Miscellaneous

     

    
      	
               

            	
              16.1

            	
              Cost
                and Expenses 

            	
               

            


    

    
      	
               

            	
              16.2

            	
              Entire
                Agreement 

            	
               

            


    

    
      	
               

            	
              16.3

            	
              Counterparts 

            	
               

            


    

    
      	
               

            	
              16.4

            	
              Assignment,
                Successors and Assigns 

            	
               

            


    

    
      	
               

            	
              16.5

            	
              Savings
                Clause 

            	
               

            


    

    
      	
               

            	
              16.6

            	
              Headings 

            	
               

            


    

    
      	
               

            	
              16.7

            	
              Risk
                of Loss 

            	
               

            


    

    
      	
               

            	
              16.8

            	
              Governing
                Law 

            	
               

            


    

    
      	
               

            	
              16.9

            	
              Press
                Releases and Public Announcements 

            	
               

            


      	 	16.10	U.S.
              Dollars 	 


      	 	16.11	Survival	 


      	 	16.12 	Notices	 


      	 	16.13 	SUBMISSION
              TO JURISDICTION; VENUE	 


      	 	16.14 	No
              Third-Party Beneficiary	 


      	 	16.15 	Disclosures 	 


      	 	16.16	Enforcement
              Costs 	 


      	 	16.17	Sellers'
              Obligations 	 


    

     

     

     

     

     

     

     

     

    



    
      
              

                  
      
      

                  -  -      
      

                  
      
    

        
        

      

      
        
        

        
        

      

      
        
        

      

    


    Exhibit
      Index

     

    
      	
              Exhibit

            	
              Description

            	
              Section
                Reference

            
	 	 	 
	
              A

            	
              Earnout
                Payments

            	
              Definitions

            
	
              B

            	
              Illustrative
                Calculation of Net Working Capital

            	
              Definitions

            
	
              C

            	
              Proprietary
                Interest Protection and Non-Solicitation Agreement

            	
              Definitions

            
	
              D

            	
              Restricted
                Stock Agreement

            	
              Definitions

            
	
              E

            	
              [Intentionally
                Omitted]

            	 
	
              F

            	
              Stockholder
                Employment and Non-Compete Agreement

            	
              Definitions

            
	
              G

            	
              Purchase
                Price Allocation

            	
              2.9

            
	
              H

            	
              Sellers'
                Bills of Sale

            	
              3.2

            
	
              I

            	
              Sellers'
                Counsel's Opinion

            	
              3.2

            
	
              J

            	
              Landlord
                Consent and Estoppel Certificate

            	
              3.2

            
	
              K

            	
              Assumption
                Agreement

            	
              3.3

            


    


    
      
              

                  -  -      
      

                  
      
    

        
        

      

      
        
        

        
        

      

      
        
        

      

    


    Disclosure
      Schedule Index

     

    Section
      5.3
      -                              
  Pending Closing

    Section
      7.1
      -                              
  Foreign Qualifications

    Section
      7.3
      -                                
Required Consents and Approvals

    Section
      7.6
      -                                
Related Party Transactions

    Section
      7.7
      -                                
Personal Property

    Section
      7.8
      -                               
 Condition of Assets

    Section
      7.9
      -                             
    Leased Real Property

    Section
      7.10(a)
      -                     
     Litigation and Compliance with Laws

    Section
      7.10(c)
      -                           Labor

    Section
      7.11
      -                                Intellectual
      Property

    Section
      7.12
      -                                Contracts

    Section
      7.13(a)
      -                            Financial
      Statements

    Section
      7.13(e)
      -                            Indebtedness

    Section
      7.14
      -                                Changes
      Since the Most Recent Year-End Balance Sheet

    Section
      7.15
      -                                Insurance

    Section
      7.16
      -                                Licenses
      and Permits

    Section
      7.17
      -                                Environmental
      Matters

    Section
      7.18
      -                                Employee
      Benefits

    Section
      7.20(a)
      -                           Suppliers

    Section
      7.20(b)
      -                           Customers

    Section
      7.20(c)
      -                            BNSF
      and NS

     

    Schedule
      Index

     

    Schedule
      2.1
      -                                Certain
      Retained Assets

    Schedule
      2.3
      -                                Illustrative
      Calculation of Earnout Payments and Catch-Up Payments

    Schedule
      9.5
      -                                Certain
      Required Consents and Approvals

    Schedule
      9.9
      -                                Environmental
      Assessment Reports

    Schedule
      12.1(f)
      -                          Certain
      Indemnified Matters

    


     


    
      
              

                  -  -      
      

                  
      
    

        
        

      

      
        
        

        
        

      

      
        
        

      

    


    ASSET
      PURCHASE AGREEMENT

     

    This
      Asset Purchase Agreement is made and entered into as of June 6, 2007 (this
      "Agreement") by and among COMTRAK LOGISTICS, INC., a Delaware corporation
      ("Comtrak"), HUB CITY TERMINALS, INC., a Delaware corporation ("Hub
      City" and, together with Comtrak, the "Purchasers"), HUB GROUP, INC.,
      a Delaware corporation ("Parent"), INTERDOM PARTNERS, a general
      partnership organized under the laws of Illinois (the "Partnership"),
      COMMERCIAL CARTAGE, INC., a Nevada corporation (the "Company"), PRIDE
      LOGISTICS, L.L.C., an Illinois limited liability company (the "LLC" and,
      together with the Partnership and the Company, "Sellers"), INTERDOM,
      INC., an Illinois corporation ("Interdom"), MIDAS INVESTMENTS OF NAPLES,
      INC., a Florida corporation ("Midas" and, together with Interdom, the
      "Partners"), Richard K. Rudie, an individual residing in Palos Heights,
      Illinois ("Rudie"), and Dennis Calvanese, an individual residing in Oak
      Brook, Illinois ("Calvanese" and, together with Rudie, the "Principal
      Stockholders"), Steven Kranz, an individual residing in Mooresville, North
      Carolina ("Kranz" and, collectively with the Principal Stockholders, the
      "Stockholders"), MAUNEY CONSULTANTS, LTD., an Illinois corporation
      ("Mauney Consultants"), and BOGFID, INC., an Illinois corporation
      ("BOGFID" and, together with Mauney Consultants, the
      "Members").

     

    RECITALS:

     

    A.           Each
      of the Company and the LLC engages in, and arranges for, the transportation
      of
      goods in interstate and intrastate commerce as a common carrier, contract
      carrier and broker pursuant to permits issued by various federal and state
      authorities (respectively, the "Company's Business" and the "LLC's
      Business") and the Partnership engages in the provision of intermodal
      services to the shipping industry (the "Partnership's Business" and,
      together with the Company's Business and the LLC's Business, the
      "Business").

     

    B.           Sellers
      desire to sell the Business and substantially all of their assets and properties
      and Purchasers desire to acquire the Business and substantially all of the
      assets and properties of Sellers, on the terms and subject to the conditions
      hereinafter set forth.

     

    C.           The
      Partners own, beneficially and of record, all of the outstanding partnership
      interests of the Partnership; Rudie owns, beneficially and of record,
      96.7% of the outstanding capital stock of Interdom; and
      Calvanese owns, beneficially and of record, all of the outstanding capital
      stock
      of Midas.

     

    D.           Collectively,
      the Stockholders own, beneficially and of record, all of the outstanding capital
      stock of the Company; and the Principal Stockholders together own, beneficially
      and of record, 98% of the outstanding capital stock of the Company.

     

    E.           Collectively,
      the Members own, beneficially and of record, all of the outstanding membership
      interests of the LLC; W. Lee Mauney, an individual residing in New Lenox,
      Illinois ("Mauney") owns, beneficially and of record, all of the
      outstanding capital stock of Mauney Consultants; and collectively, Rudie, Kranz,
      J. Michael O'Brien, an individual residing in Holmdel, New Jersey, Chris Elder,
      an individual residing in Hinsdale, Illinois, Steve Novak, an individual
      residing in Batavia, Illinois, Mary Jane Agnew, an individual residing in Los
      Alamitos, California, and Bob Shirey, an individual residing in Chicago,
      Illinois, own, beneficially and of record, all of the outstanding capital stock
      of BOGFID.

     

    NOW,
      THEREFORE, in consideration of the foregoing recitals, the representations,
      warranties and covenants set forth herein, and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto hereby agree as follows:

     

    ARTICLE
      I

     

    Definitions

     

    1.1  Previously
      Defined Terms.  Each term defined in the first paragraph or
      Recitals shall have the meaning set forth above whenever used herein, unless
      otherwise expressly provided or unless the context clearly requires
      otherwise.

     

    1.2  Definitions.  Whenever
      used herein, the following terms shall have the meanings set forth below unless
      otherwise expressly provided or unless the context clearly requires
      otherwise:

     

    "Accounts
      Receivable" means the Company Accounts Receivable, the Partnership Accounts
      Receivable and the LLC Accounts Receivable.

     

    "Adjustment
      Report" - As defined in Section 2.4(b).

     

    "Adverse
      Consequences" means all allegations, charges, complaints, actions, suits,
      proceedings, hearings, investigations, claims, demands, Orders, damages, dues,
      penalties, fines, costs, amounts paid in settlement, Liabilities, Taxes,
      interest, Liens, losses, expenses and fees, including all reasonable accounting
      and attorneys' fees and court costs, costs of expert witnesses and other
      expenses of litigation.

     

    "Affiliate"
      means a Person which, directly or indirectly, is controlled by, controls, or
      is
      under common control with, another Person.  As used in the preceding
      sentence, "control" shall mean and include, but not necessarily be limited
      to,
      (i) the ownership of more than 50% of the voting securities or other voting
      interest of any Person, or (ii) the possession, directly or indirectly, of
      the
      power to direct or cause the direction of the management and policies of such
      Person, whether through the ownership of voting securities, by contract or
      otherwise.  With respect to any individual, the immediate family
      members thereof shall be deemed Affiliates of such individual.

     

    "Alternative
      Proposal" - As defined in Section 5.3(s).

     

    "Assumed
      Liabilities" means the Company Assumed Liabilities, the Partnership Assumed
      Liabilities and the LLC Assumed Liabilities.

     

    "Assumed
      Taxes" means (i) real and personal property Taxes related to the Purchased
      Assets to the extent that such Taxes are not yet due and payable on or before
      the Closing Date and have been reserved for as a Current Liability on the Final
      Closing Balance Sheet; and (ii) withholdings, payroll, employment, social
      security or similar Taxes related to the Transferred Employees to the extent
      such Taxes are not yet due and payable on or before the Closing Date and have
      been reserved for as a Current Liability on the Final Closing Balance
      Sheet.

     

    "Base
      Purchase Price" means $24,467,168.

     

    "Benefit
      Plans" - As defined in Section 7.18(b).

     

    "BOGFID"
      - As defined in the introductory paragraph to this Agreement.

     

    "Business"  -
      As defined in the Recitals.

     

    "Business
      Day" means any day other than a Saturday or Sunday or other day on which
      banks in Chicago, Illinois are authorized or required to be closed.

     

    "Business
      EBITDA" means, for any Earnout Period, the combined income of the Business
      before interest, income taxes, depreciation and amortization for such Earnout
      Period, calculated in accordance with GAAP and based on the same accounting
      principles and procedures applied in the preparation of Sellers' Most Recent
      Year-End Financial Statements.  The parties hereto acknowledge and
      agree that (a) Business EBITDA shall not include any gain or loss on the sale
      of
      equipment or investments and (b) Business EBITDA shall not include any income
      or
      gain attributed to the write-off of accounts payable.

     

    "Business
      EBITDA Shortfall" - As defined in Section 2.3(c)(ii).

     

    "Calvanese"
      - As defined in the introductory paragraph to this Agreement.

     

    "Cap"
      - As defined in Section 12.5(b).

     

    "Cash"
      means the Company Cash and the Partnership Cash.

     

    "Cash
      Purchase Price" - As defined in Section 2.2(a).

     

    "Catch-Up
      Payment" - As defined in Section 2.3(c)(iii).

     

    "CERCLA"
      - As defined in clause (i) of the definition of Hazardous Material.

     

    "Claim
      Notice" - As defined in Section 12.3(a).

     

    "Claimed
      Amount" - As defined in Section 12.3(a).

     

    "Closing"
      - As defined in Section 3.1.

     

    "Closing
      Accounts Receivable" means all Accounts Receivable outstanding as of the
      Closing Date.

     

    "Closing
      Date" - As defined in Section 3.1.

     

    "COBRA"
      means the requirements of Part 6 of Subtitle B of Title I of ERISA and Code
      Section 4980B.

     

    "Code"
      means the Internal Revenue Code of 1986, as amended and the rules and
      regulations promulgated thereunder.

     

    "Company"
      - As defined in the introductory paragraph to this Agreement.

     

    "Company
      Accounts Receivable" - As defined in clause (ii) of the definition of
      Company Purchased Assets.

     

    "Company
      Assumed Liabilities" - As defined in Section 2.6(a).

     

    "Company
      Cash" - As defined in clause (i) of the definition of Company Purchased
      Assets.

     

    "Company
      Prepaids" - As defined in clause (iii) of the definition of Company
      Purchased Assets.

     

    "Company
      Purchased Assets" means the Company's Business and, except for the Company
      Retained Assets, all assets, rights and properties owned by the Company on
      the
      Closing Date, whether or not carried and reflected on the books of the Company,
      including the following:

     

    (i)  All
      cash
      and cash equivalents and marketable securities of the Company (collectively,
      "Company Cash");

     

    (ii)  All
      accounts, notes, contract and other receivables of the Company (collectively,
      "Company Accounts Receivable");

     

    (iii)  All
      deposits and advances, prepaid expenses and other prepaid items of the Company,
      to the extent the foregoing are transferable to Comtrak and the full amount
      thereof is realizable by Comtrak after the Closing, but not including any
      prepaid insurance, taxes and licenses (collectively, "Company
      Prepaids");

     

    (iv)  All
      tangible assets, including vehicles and other transportation equipment,
      machinery, equipment, tools, spare parts, operating supplies, furniture and
      office equipment, fixtures, leasehold improvements, telephone systems,
      telecopiers, photocopiers and computer hardware of the Company, including all
      tangible assets listed in Section 7.7 of the Disclosure
      Schedule;

     

    (v)  All
      of
      the Company's right, title and interest in and to the Leased Real
      Property;

     

    (vi)  All
      of
      the Company's right, title and interest in, to or under (A) the Contracts
      described in Section 7.12 of the Disclosure Schedule, (B) any executory
      Contracts of the Company which relate to the Company's Business and are not
      required to be listed in the Disclosure Schedule pursuant to Section 7.12
      of this Agreement; and (C) any executory Contracts entered into by the Company
      relating to the Company's Business after the date hereof in the Ordinary Course
      and in compliance with the terms and provisions of this Agreement;

     

    (vii)  All
      of
      the Company's right, title and interest in and to the following intellectual
      property: the name "Commercial Cartage" and all derivatives thereof; trade
      names, trademarks, trademark registrations, trademark applications, service
      marks, service mark registrations, service mark applications; copyrights,
      copyright registrations, copyright applications; patent rights (including issued
      patents, applications, divisions, continuations and continuations-in-part,
      reissues, patents of addition, utility models and inventors' certificates);
      domain names; licenses with respect to any of the foregoing; trade secrets,
      proprietary manufacturing information and know-how; computer software,
      inventions, inventors' notes, drawings and designs; customer and vendor lists
      and the goodwill associated with any of the foregoing, including any of the
      foregoing described in the Disclosure Schedule;

     

    (viii)  All
      permits and licenses of the Company to the extent transferable or assignable
      to
      Comtrak;

     

    (ix)  All
      of
      the Company's right, title and interest in choses in action, claims and causes
      of action or rights of recovery or set-off of every kind and character,
      including under warranties, guarantees and indemnitees;

     

    (x)  All
      of
      the Company's files, papers, documents and records, including credit, sales
      and
      accounting records, price sheets, catalogues and sales literature, books,
      processes, advertising material, stationery, office supplies, forms, catalogues,
      manuals, correspondence, logs, employment records and any other information
      reduced to writing;

     

    (xi)  A
      copy of
      the Company's general ledgers and books of original entry;

     

    (XII)  All
      other
      assets of the Company relating to the Company's Business wherever located;
      and

     

    (xiii)  The
      Company's Business as a going concern.

     

    "Company
      Retained Assets" means the following:

     

    (i)  the
      Company's corporate seal, minute books and stock record books, the general
      ledgers and books of original entry, all tax returns and other tax records,
      reports, data, files and documents;

     

    (ii)  all
      Company Accounts Receivable that are owed to it by the Partnership or the LLC,
      any other Affiliate of any Seller (including any Stockholder, Partner or Member)
      or any Retained Entity;

     

    (iii)  all
      of
      the Company's right, title and interest in choses of action, claims and causes
      of action or rights of recovery or set-off of every kind and character,
      including under warranties, guarantees and indemnitees, but only to the extent
      related solely to another Company Retained Asset or a Company Retained Liability
      (and not related to any Company Purchased Asset or Company Assumed
      Liability);

     

    (iv)  the
      Company's rights under this Agreement;

     

    (v)  all
      of
      the Company's right, title and interest in any insurance policies, including
      those identified in Section 7.15 of the Disclosure Schedule, together
      with the right to make claims thereunder and to seek refunds of premiums paid
      on
      account thereof; and

     

    (vi)  all
      of
      the Company's right, title and interest in, to and under the assets identified
      on Schedule 2.1.

     

    "Company
      Retained Liabilities" - As defined in Section 2.7(a).

     

    "Company's
      Business" - As defined in the Recitals.

     

    "Company's
      Unaudited Financial Statements" - As defined in Section
      6.1(b).

     

    "Comtrak"
      - As defined in the introductory paragraph to this Agreement.

     

    "Contract"
      means, with respect to any Person, any contract, agreement, deed, mortgage,
      lease, license, commitment, arrangement or undertaking, written or oral, or
      other document or instrument to which or by which such Person is a party or
      otherwise subject or bound or to which or by which any asset, property or right
      of such Person is subject or bound.

     

    "Controlling
      Party" - As defined in Section 12.3(d).

     

    "Current
      Assets" means Sellers' combined Cash, Accounts
      Receivable and Prepaids; provided, that Current
      Assets does not include interest receivable, "due from Impact Transload", "due
      from Commercial Cartage", "investment in Intermodal MGMT Systems", "investment
      in IT & ITR", "loan to Regal Transportation", "due from Impact
      Transportation", "prepaid insurance", "insurance deposits" and "Computer
      Equipment" (as referenced in the Financial Statements) or any other Retained
      Assets.

     

    "Current
      Liabilities" means those combined liabilities of Sellers that constitute
      trade and other normal operating payables and accrued expenses incurred in
      the
      Ordinary Course; provided, that Current Liabilities does not include any claims
      payable, "line of credit" or "due to Interdom" (as referenced in the Financial
      Statements) or other Retained Liabilities.

     

    "Disclosure
      Schedule" means the letter dated even date herewith delivered to Purchasers
      by Sellers pursuant to Section 6.1(d) simultaneously with the execution
      and delivery of this Agreement.

     

    "Disposition
      Period" - As defined in Section 15.5(e).

     

    "Earnout
      Payment" - As defined in Section 2.3(c)(i).

     

    "Earnout
      Payment Penalty" - As defined in Section 2.3(c)(ii).

     

    "Earnout
      Period" - As defined in Section 2.3(c)(i).

     

    "Environmental
      Claim" means any and all Adverse Consequences (including expenditures for
      investigation and remediation) incurred by reason of the presence, Release,
      threatened Release, handling or transportation of Hazardous Materials or
      otherwise related to a violation or alleged violation of Environmental
      Laws.

     

    "Environmental
      Laws" means any and all Laws, permits, approvals, authorizations, Orders and
      other requirements having the force and effect of law, whether local, state,
      territorial or national, at any time in force or effect relating
      to:  (i) emissions, discharges, spills, releases or threatened
      releases of Hazardous Materials; (ii) the use, treatment, storage, disposal,
      handling, manufacturing, transportation or shipment of Hazardous Materials;
      (iii) the regulation of storage tanks; or (iv) otherwise relating to pollution
      or the protection of human health, safety or the environment, including the
      following statutes as now written and amended, and as amended hereafter,
      including any and all regulations promulgated thereunder and any and all state
      and local counterparts:  CERCLA, the Federal Water Pollution Control
      Act, 33 U.S.C. §1251 et seq., the Clean Air Act, 42 U.S.C. §7401 et seq., the
      Toxic Substances Control Act, 15 U.S.C. §2601 et seq., the Solid Waste Disposal
      Act, 42 U.S.C. §6901 et seq., the Emergency Planning and Community Right-to-Know
      Act of 1986, 42 U.S.C. §11001 et seq., and the Safe Drinking Water Act, 42
      U.S.C. §300f et seq.

     

    "ERISA"
      means the Employee Retirement Income Security Act of 1974 and the rules and
      regulations promulgated thereunder.

     

    "ERISA
      Affiliate" means, with respect to any Person, each corporation, trade or
      business that is, along with such Person, part of the controlled group of
      corporations, trades or businesses under common control within the meaning
      of
      sections 414(b), (c), (m) or (o) of the Code.

     

    "Estimated
      Net Working Capital" - As defined in Section 2.3(a).

     

    "Estimated
      Retained Earnings" - As defined in Section 2.3(a).

     

    "Estimated
      Retained Earnings Adjustment Amount" means an amount equal to (i) the amount
      of the Estimated Retained Earnings, minus (ii) the amount by which the
      Estimated Net Working Capital is less than the Estimated Retained
      Earnings.

     

    "Excess
      Business EBITDA" - As defined in Section 2.3(c)(iii).

     

    "Final
      Closing Balance Sheet" - As defined in Section 2.4(d).

     

    "Final
      Closing Statements" - As defined in Section 2.4(a).

     

    "Final
      Net Working Capital" means the Net Working Capital as reflected on the Final
      Closing Balance Sheet.

     

    "Final
      Net Working Capital Calculation" - As defined in Section
      2.4(a).

     

    "Final
      Retained Earnings" means the Retained Earnings as reflected on the Final
      Closing Balance Sheet.

     

    "Final
      Retained Earnings Adjustment Amount" means an amount equal to (i) the amount
      of the Final Retained Earnings, minus (ii) the amount by which the Final
      Net Working Capital is less than the Final Retained Earnings.

     

    "Final
      Retained Earnings Calculation" - As defined in Section
      2.4(a).

     

    "Final
      Statement of Earnings" - As defined in Section 2.4(a).

     

    "Financial
      Statements" means the Partnership's Financial Statements, the Company's
      Unaudited Financial Statements, the LLC's Unaudited Financial Statements and
      the
      Interim Financial Statements.

     

    "GAAP"
      means United States generally accepted accounting principles as in effect from
      time to time.

     

    "Governmental
      Authority" means the government of the United States or any foreign country
      or any state or political subdivision thereof and any entity, body or authority
      exercising executive, legislative, judicial, regulatory or administrative
      functions of or pertaining to government, including quasi-governmental entities
      established to perform such functions.

     

    "Hazardous
      Material" means (i) all substances, wastes, pollutants, contaminants and
      materials (collectively, "Substances") regulated, or defined or
      designated as hazardous, extremely or imminently hazardous, dangerous or toxic,
      under the following federal statutes and their state counterparts, as well
      as
      these statutes' implementing regulations:  the Comprehensive
      Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601
      et seq. ("CERCLA") the Federal Insecticide, Fungicide, and Rodenticide
      Act, 7 U.S. C. Section 136 et seq; the Atomic Energy Act, 42 U.S.C. Section
      22011 et seq; and the Hazardous Materials Transportation Act, 42 U.S.C. Section
      1801 et seq; (ii) all Substances with respect to which any Governmental
      Authority otherwise requires environmental investigation, monitoring, reporting,
      or remediation; (iii) petroleum and petroleum products and by products including
      crude oil and any fractions thereof; (iv) natural gas, synthetic gas, and any
      mixtures thereof; and (v) radon, radioactive substances, asbestos, urea
      formaldehyde, and polychlorinated biphenyls ("PCBs").

     

    "Hub
      City" - As defined in the introductory paragraph to this
      Agreement.

     

    "Indebtedness"
      shall mean (a) all indebtedness for borrowed money or for the deferred purchase
      price of property or services (including reimbursement and all other obligations
      with respect to surety bonds, letters of credit and bankers' acceptances,
      whether or not matured), including the current portion of such indebtedness,
      (b)
      all obligations evidenced by notes, bonds, debentures or similar instruments,
      (c) all capital lease obligations and (d) all guarantees of any of the items
      set
      forth in clauses (a) - (c) above.

     

    "Indemnified
      Party" - As defined in Section 12.3(a).

     

    "Indemnifying
      Party" - As defined in Section 12.3(a).

     

    "Independent
      Auditors" - As defined in Section 2.4(c).

     

    "Information"
      - As defined in Section 13.1.

     

    "Interdom"
      - As defined in the introductory paragraph to this Agreement.

     

    "Interdom
      Related Entities" - As defined in Section 5.7.

     

    "Interim
      Balance Sheet" means, for each Seller, such Seller's balance sheet included
      in the Interim Financial Statements.

     

    "Interim
      Balance Sheet Date" means March 31, 2007.

     

    "Interim
      Financial Statements" - As defined in Section 6.1(c).

     

    "IRS"
      means the Internal Revenue Service.

     

    "Kranz"
      - As defined in the introductory paragraph to this Agreement.

     

    "Law"
      means any law, statute, code, regulation, ordinance, rule, Order, or
      governmental requirement enacted, promulgated, entered into, agreed, imposed
      or
      enforced by any Governmental Authority.

     

    "Lease"
      - As defined in Section 7.9(b).

     

    "Leased
      Real Property" - As defined in Section 7.9(b).

     

    "Liabilities"
      means any obligation or liability (whether known or unknown, whether asserted
      or
      unasserted, whether absolute or contingent, whether accrued or unaccrued,
      whether liquidated or unliquidated and whether due or to become due), including
      any liability for Taxes.

     

    "Lien"
      means any mortgage, lien, charge, restriction, pledge, security interest,
      option, lease or sublease, claim, right of any third party, easement,
      encroachment or encumbrance or other charges or rights of others of any kind
      or
      nature.

     

    "LLC"
      - As defined in the introductory paragraph to this Agreement.

     

    "LLC
      Accounts Receivable" - As defined in clause (ii) of the definition of LLC
      Purchased Assets.

     

    "LLC
      Assumed Liabilities" - As defined in Section 2.6(c).

     

    "LLC
      Cash" - As defined in clause (i) of the definition of LLC Purchased
      Assets.

     

    "LLC
      Prepaids" - As defined in clause (iii) of the definition of LLC Purchased
      Assets.

     

    "LLC
      Purchased Assets" means the LLC's Business and, except for the LLC Retained
      Assets, all assets, rights and properties owned by the LLC on the Closing Date,
      whether or not carried and reflected on the books of the LLC, including the
      following:

     

    (i)  All
      cash
      and cash equivalents and marketable securities of the LLC (collectively, "LLC
      Cash");

     

    (ii)  All
      accounts, notes, contract and other receivables of the LLC (collectively,
      "LLC Accounts Receivable");

     

    (iii)  All
      deposits and advances, prepaid expenses and other prepaid items of the LLC,
      to
      the extent the foregoing are transferable to Comtrak and the full amount thereof
      is realizable by Comtrak after the Closing, but not including any prepaid
      insurance, taxes and licenses (collectively, "LLC
      Prepaids");

     

    (iv)  All
      tangible assets, including vehicles and other transportation equipment,
      machinery, equipment, tools, spare parts, operating supplies, furniture and
      office equipment, fixtures, leasehold improvements, telephone systems,
      telecopiers, photocopiers and computer hardware of the LLC, including all
      tangible assets listed in Section 7.7 of the Disclosure
      Schedule;

     

    (v)  All
      of
      the LLC's right, title and interest in and to the Leased Real
      Property;

     

    (vi)  All
      of
      the LLC's right, title and interest in, to or under (A) the Contracts described
      in Section 7.12 of the Disclosure Schedule, (B) any executory Contracts
      of the LLC which relate to the LLC's Business and are not required to be listed
      in the Disclosure Schedule pursuant to Section 7.12 of this Agreement;
      and (C) any executory Contracts entered into by the LLC relating to the LLC's
      Business after the date hereof in the Ordinary Course and in compliance with
      the
      terms and provisions of this Agreement;

     

    (vii)  All
      of
      the LLC's right, title and interest in and to the following intellectual
      property: the name "Pride Logistics" and all derivatives thereof; trade names,
      trademarks, trademark registrations, trademark applications, service marks,
      service mark registrations, service mark applications; copyrights, copyright
      registrations, copyright applications; patent rights (including issued patents,
      applications, divisions, continuations and continuations-in-part, reissues,
      patents of addition, utility models and inventors' certificates); domain names;
      licenses with respect to any of the foregoing; trade secrets, proprietary
      manufacturing information and know-how; computer software, inventions,
      inventors' notes, drawings and designs; customer and vendor lists and the
      goodwill associated with any of the foregoing, including any of the foregoing
      described in the Disclosure Schedule;

     

    (viii)  All
      permits and licenses of the LLC to the extent transferable or assignable to
      Comtrak;

     

    (ix)  All
      of
      the LLC's right, title and interest in choses in action, claims and causes
      of
      action or rights of recovery or set-off of every kind and character, including
      under warranties, guarantees and indemnitees;

     

    (x)  All
      of
      the LLC's files, papers, documents and records, including credit, sales and
      accounting records, price sheets, catalogues and sales literature, books,
      processes, advertising material, stationery, office supplies, forms, catalogues,
      manuals, correspondence, logs, employment records and any other information
      reduced to writing;

     

    (xi)  A
      copy of
      the LLC's general ledgers and books of original entry;

     

    (XII)  All
      other
      assets of the LLC relating to the LLC's Business wherever located;
      and

     

    (xiii)  The
      LLC's
      Business as a going concern.

     

    "LLC
      Retained Assets" means the following:

     

    (i)  the
      LLC's
      record books, the general ledgers and books of original entry, all tax returns
      and other tax records, reports, data, files and documents;

     

    (ii)  all
      LLC
      Accounts Receivable that are owed to it by the Company or the Partnership,
      any
      other Affiliate of any Seller (including any Stockholder, Partner or Member)
      or
      any Retained Entity;

     

    (iii)  all
      of
      the LLC's right, title and interest in choses of action, claims and causes
      of
      action or rights of recovery or set-off of every kind and character, including
      under warranties, guarantees and indemnitees, but only to the extent related
      solely to another LLC Retained Asset or a LLC Retained Liability (and not
      related to any LLC Purchased Asset or LLC Assumed Liability);

     

    (iv)  the
      LLC's
      rights under this Agreement;

     

    (v)  all
      of
      the LLC's right, title and interest in any insurance policies, including those
      identified in Section 7.15 of the Disclosure Schedule, together with the
      right to make claims thereunder and to seek refunds of premiums paid on account
      thereof; and

     

    (vi)  all
      of
      the LLC's right, title and interest in, to and under the assets identified
      on
Schedule 2.1.

     

    "LLC
      Retained Liabilities" - As defined in Section 2.7(c).

     

    "LLC's
      Business" - As defined in the Recitals.

     

    "LLC's
      Unaudited Financial Statements" - As defined in Section
      6.1(c).

     

    "Material
      Adverse Change" means a change that is, or could reasonably be expected to
      be, materially adverse to (a) the results of operations, financial condition,
      business, prospects, rights, properties, assets or liabilities of Sellers,
      (b)
      Sellers' relations with their management, employees, drivers, creditors,
      suppliers, customers, regulators, insurers or others having business
      relationships with Sellers, or (c) the ability of any Seller to consummate
      the
      transactions contemplated hereby or perform its obligations hereunder;
provided, that none of the following shall be deemed to constitute, and
      none of the following shall be taken into account in determining whether there
      has been, a Material Adverse Change: (i) any adverse change or development
      relating to the United States financial, banking or securities markets or (ii)
      national or international political or social conditions.

     

    "Mauney"
      - As defined in the Recitals.

     

    "Mauney
      Consultants" - As defined in the introductory paragraph to this
      Agreement.

     

    "Maximum
      Aggregate Earnout Payments" - As defined in Section
      2.3(c).

     

    "Maximum
      Annual Earnout Payment" means, for either Earnout Period, an amount equal to
      fifty percent (50%) of the Maximum Aggregate Earnout Payments, subject to the
      provisions of Section 2.3(c)(iii) regarding the "Catch-Up
      Payment".

     

    "Members"
      - As defined in the introductory paragraph to this Agreement.

     

    "Midas"
      - As defined in the introductory paragraph to this Agreement.

     

    "Most
      Recent Year-End Balance Sheet" means, for the Partnership, the Partnership's
      special purpose balance sheet as of December 31, 2006, for the Company, the
      Company's unaudited balance sheet as of December 31, 2006, and, for the LLC,
      the
      LLC's unaudited balance sheet as of December 31, 2006.

     

    "Most
      Recent Year-End Balance Sheet Date" means December 31, 2006.

     

    "Most
      Recent Year-End Financial Statements" means, for each Seller, such Seller's
      financial statements as of, and for the year ended, December 31,
      2006.

     

    "Multiemployer
      Plan" - As defined in Section 7.18(a)(i).

     

    "Net
      Working Capital" means the Current Assets minus the Current Liabilities,
      which shall be calculated in accordance with the accounting principles and
      methodology set forth in Exhibit B.

     

    "Non-controlling
      Party" - As defined in Section 12.3(d).

     

    "NS"
      - As defined in Section 7.20(c).

     

    "Objection
      Notice" - As defined in Section 12.3(b).

     

    "Order"
      means any decree, order, judgment, writ, award, injunction, stipulation or
      consent of or by, or settlement agreement with, a Governmental
      Authority.

     

    "Ordinary
      Course" means the ordinary course of business of Sellers, consistent with
      past practice and custom.

     

    "Parent"
      means Hub Group, Inc., a Delaware corporation.

     

    "Partners"
      - As defined in the introductory paragraph to this Agreement.

     

    "Partnership"
      - As defined in the introductory paragraph to this Agreement.

     

    "Partnership
      Accounts Receivable" - As defined in clause (ii) of the definition of
      Partnership Purchased Assets.

     

    "Partnership
      Assumed Liabilities" - As defined in Section 2.6(b).

     

    "Partnership
      Cash" - As defined in clause (i) of the definition of Partnership Purchased
      Assets.

     

    "Partnership
      Prepaids" - As defined in clause (iii) of the definition of Partnership
      Purchased Assets.

     

    "Partnership
      Purchased Assets" means the Partnership's Business and, except for the
      Partnership Retained Assets, all assets, rights and properties owned by the
      Partnership on the Closing Date, whether or not carried and reflected on the
      books of the Partnership, including the following:

     

    (i)  All
      cash
      and cash equivalents and marketable securities of the Partnership (collectively,
      "Partnership Cash");

     

    (ii)  All
      accounts, notes, contract or other receivables of the Partnership (collectively,
      "Partnership Accounts Receivable");

     

    (iii)  All
      deposits and advances, prepaid expenses and other prepaid items of the
      Partnership, to the extent the foregoing are transferable to Hub City and the
      full amount thereof is realizable by Hub City after the Closing, but not
      including any prepaid insurance, taxes and licenses (collectively,
      "Partnership Prepaids");

     

    (iv)  All
      tangible assets, including vehicles and other transportation equipment,
      machinery, equipment, tools, spare parts, operating supplies, furniture and
      office equipment, fixtures, leasehold improvements, telephone systems,
      telecopiers, photocopiers and computer hardware, of the Partnership, including
      all tangible assets listed in Section 7.7 of the Disclosure
      Schedule;

     

    (v)  All
      of
      the Partnership's right, title and interest in and to the Leased Real
      Property;

     

    (vi)  All
      of
      the Partnership's right, title and interest in, to or under (A) the Contracts
      described in Section 7.12 of the Disclosure Schedule; (B) any executory
      Contracts of the Partnership which relate to the Partnership's Business and
      are
      not required to be listed in the Disclosure Schedule pursuant to Section
      7.12 of this Agreement; and (C) any executory Contracts entered into by the
      Partnership relating to the Partnership's Business after the date hereof in
      the
      Ordinary Course and in compliance with the terms and provisions of this
      Agreement;

     

    (vii)  All
      of
      the Partnership's right, title and interest in and to the following intellectual
      property: the name "Interdom" and all derivatives thereof (including "Interdom
      Partners"); trade names, trademarks, trademark registrations, trademark
      applications, service marks, service mark registrations, service mark
      applications; copyrights, copyright registrations, copyright applications;
      patent rights (including issued patents, applications, divisions, continuations
      and continuations-in-part, reissues, patents of addition, utility models and
      inventors' certificates); domain names; licenses with respect to any of the
      foregoing; trade secrets, proprietary manufacturing information and know-how;
      computer software, inventions, inventors' notes, drawings and designs; customer
      and vendor lists and the goodwill associated with any of the foregoing,
      including any of the foregoing described in the Disclosure
      Schedule;

     

    (viii)  All
      permits and licenses of the Partnership to the extent transferable or assignable
      to Hub City;

     

    (ix)  All
      of
      the Partnership's right, title and interest in choses in action, claims and
      causes of action or rights of recovery or set-off of every kind and character,
      including under warranties, guarantees and indemnitees;

     

    (x)  All
      of
      the Partnership's files, papers, documents and records, including credit, sales
      and accounting records, price sheets, catalogues and sales literature, books,
      processes, advertising material, stationery, office supplies, forms, catalogues,
      manuals, correspondence, logs, employment records and any other information
      reduced to writing;

     

    (xi)  A
      copy of
      the Partnership's general ledgers and books of original entry;

     

    (XII)  All
      other
      assets of the Partnership relating to the Partnership's Business wherever
      located; and

     

    (xiii)  The
      Partnership's Business as a going concern.

     

    "Partnership
      Retained Assets" means the following:

     

    (i)  the
      Partnership's record books, the general ledgers and books of original entry,
      all
      tax returns and other tax records, reports, data, files and
      documents;

     

    (ii)  all
      Partnership Accounts Receivables that are owed to it by the Company or the
      LLC,
      any other Affiliate of any Seller (including any Stockholder, Partner or Member)
      or any Retained Entity;

     

    (iii)  all
      of
      the Partnership's right, title and interest in choses of action, claims and
      causes of action or rights of recovery or set-off of every kind and character,
      including under warranties, guarantees and indemnitees, but only to the extent
      related solely to another Partnership Retained Asset or a Partnership Retained
      Liability (and not related to any Partnership Purchased Asset or Partnership
      Assumed Liability);

     

    (iv)  the
      Partnership's rights under this Agreement;

     

    (v)  all
      of
      the Partnership's right, title and interest in any insurance policies, including
      those identified in Section 7.15 of the Disclosure Schedule, together
      with the right to make claims thereunder and to seek refunds of premiums paid
      on
      account thereof;

     

    (vi)  all
      of
      the membership interests of each Retained Entity;

     

    (vii)  all
      of
      the Partnership's right, title and interest in, to and under the assets
      identified on Schedule 2.1; and

     

    (viii)  all
      of
      the Partnership's right, title and interest in its sublease from National
      Distribution Agency, Inc. of premises located at 211 West Cutting Boulevard,
      Richmond, California.

     

    "Partnership
      Retained Liabilities" - As defined in Section 2.7(b).

     

    "Partnership's
      Audited Financial Statements" - As defined in Section
      6.1(a).

     

    "Partnership's
      Financial Statements" - As defined in Section 6.1(a).

     

    "Partnership's
      Special Purpose Financial Statements" - As defined in Section
      6.1(a).

     

    "Partnership's
      Business" - As defined in the Recitals.

     

    "Past
      Due Rate" means an interest rate equal to five percent (5%) per
      annum.

     

    "PCBs"
      - As defined in clause (v) of the definition of Hazardous Material.

     

    "Permits"
      - As defined in Section 7.16.

     

    "Permitted
      Liens" means (a) liens for Taxes not yet due and payable, (b) landlord and
      lessor liens existing under the terms and conditions of leases of real or
      personal property, but not any such lien that has arisen or exists as a result
      of a default or breach by any Seller of any obligation thereunder or the failure
      of any condition thereunder to be satisfied and (c) liens on Retained
      Assets.

     

    "Person"
      means any natural person, corporation, partnership, limited liability company,
      joint venture, trust, association or unincorporated entity of any
      kind.

     

    "Prepaids"
      means the Company Prepaids, the Partnership Prepaids and the LLC
      Prepaids.

     

    "Principal
      Stockholders" - As defined in the introductory paragraph to this
      Agreement.

     

    "Proprietary
      Interest Protection and Non-Solicitation Agreements" means the Proprietary
      Interest Protection and Non-Solicitation Agreements substantially in the form
      of
Exhibit C, to be entered into on the Closing Date between Parent and each
      of the Restricted Stock Grantees.

     

    "Purchase
      Price" - As defined in Section 2.2.

     

    "Purchased
      Assets" means the Company Purchased Assets, the Partnership Purchased Assets
      and the LLC Purchased Assets.

     

    "Purchaser
      Indemnitees" - As defined in Section 12.1.

     

    "Purchasers"
      - As defined in the introductory paragraph to this Agreement.

     

    "Purchasers'
      ISO Business" - As defined in Section 15.8.

     

    "Purchasers'
      Projected 2007 ISO Business" means an amount equal to the product of (i) the
      number of ISO shipments made by Purchasers' ISO Business during the six-month
      period ending June 30, 2007 multiplied by (ii) two (2).

     

    "Related
      Business Assets" - As defined in Section 5.7.

     

    "Release"
      means releasing, spilling, leaking, pumping, pouring, emitting, emptying,
      discharging, injecting, escaping, leaching, disposing or dumping.

     

    "Response"
      - As defined in Section 12.3(b).

     

    "Restricted
      Stock Agreements" means the Terms of Restricted Stock Award under Hub Group,
      Inc. 2002 Long-Term Incentive Plan in the form of Exhibit D, to be
      executed by Parent in favor of each of the Restricted Stock Grantees, pursuant
      to which Parent shall grant to the Restricted Stock Grantees on the Closing
      Date
      restricted shares of Parent's Class A Common Stock having
      an aggregate value equal to $1.0 million, in such proportion as may be mutually
      agreed prior to the Closing by Rudie and Parent, which shares shall vest ratably
      over the five years following the Closing Date, subject to the terms and
      conditions of the Restricted Stock Agreements.  The number of shares
      to be granted on the Closing Date will be determined based on the closing market
      price of such shares on the Business Day immediately preceding the Closing
      Date.

     

    "Restricted
      Stock Grantees" means those employees of the Sellers that are mutually
      agreed by Rudie and Parent for the receipt of shares of Parent's restricted
      stock at the Closing.

     

    "Retained
      Assets" means the Company Retained Assets, the Partnership Retained Assets
      and the LLC Retained Assets.

     

    "Retained
      Business" means the business of the Retained Entities.

     

    "Retained
      Earnings" means (i) for the Company, the "retained earnings" set forth on
      the Company's balance sheet, (ii) for the Partnership, an amount equal to the
      "current earnings," "capital - Midas" and "capital Interdom Inc." on the
      Partnership's balance sheet, and (iii) for the LLC, the "retained earnings"
      set
      forth on the LLC's balance sheet; provided, that in no
      event shall Retained Earnings include any revenues, gains, losses, costs or
      expenses of any Retained Business.

     

    "Retained
      Entities" means Impact Transportation, LLC, a California limited liability
      company, Impact Transload & Rail, LLC, a California limited liability
      company, and Intermodal Management System, LLC, a New Jersey limited liability
      company; and "Retained Entity" means any one of such
      entities.

     

    "Retained
      Liabilities" means the Company Retained Liabilities, the Partnership
      Retained Liabilities and the LLC Retained Liabilities.

     

    "Rudie"
      - As defined in the introductory paragraph to this Agreement.

     

    "Seller
      Bills of Sale" - As defined in Section 3.2(a).

     

    "Seller
      Indemnitees" - As defined in Section 12.2.

     

    "Sellers"
      - As defined in the introductory paragraph to this Agreement.

     

    "Sellers'
      401(k) Plans" - As defined in Section 14.1(c).

     

    "Sellers'
      Knowledge" means the actual knowledge of Rudie, Calvanese, Kranz, Chris
      Elder, Mauney and each Restricted Stock Grantee in each
      case, after due inquiry and reasonable investigation.

     

    "Sellers'
      Percentage Interest" means (a) with respect to payments attributed to the
      Base Purchase Price, for the Partnership, 93.57%, for the Company, 5.35%, and
      for the LLC, 1.08%, and (b) with respect to payments attributed to the Estimated
      Retained Earnings Adjustment Amount or the Final Retained Earnings Adjustment
      Amount, each Seller’s proportionate contribution of Retained Earnings (whether
      positive or negative) to such amount.

     

    "Set-Off
      Notice" - As defined in Section 12.6.

     

    "Settlement
      Date" - As defined in Section 2.4(d).

     

    "Stockholder
      Employment and Non-Compete Agreement" means the Employment and Non-Compete
      Agreement, substantially in the form of Exhibit F, to be entered into on
      the Closing Date by Rudie and Hub City.

     

    "Stockholders"
      - As defined in the introductory paragraph to this Agreement.

     

    "Substances"
      - As defined in clause (i) of the definition of Hazardous Material.

     

    "Target
      Business EBITDA" means, for an Earnout Period, the "Target Business EBITDA"
      indicated on Exhibit A for such Earnout Period; provided, however, that
      in the event Parent fails to combine at least fifty percent (50%) of Purchasers'
      Projected 2007 ISO Business with the Partnership's Business in calendar year
      2008, the Target Business EBITDA for 2008 will be reduced by an amount equal
      to
      the product of (a) the Partnership's 2007 average operating income per shipment
      multiplied by (b) an amount equal to (i) fifty percent (50%) of
      Purchasers' Projected 2007 ISO Business minus (ii) the number of ISO
      shipments of Purchasers' ISO Business which are combined with the Partnership's
      Business in calendar year 2008.  If Rudie, in his capacity as an
      employee of Hub City or any of its Affiliates, objects to the conversion of
      any
      ISO shipments from Purchasers' ISO Business to the Partnership's Business,
      the
      number of ISO shipments that are the subject of such objection shall be deemed
      to be combined with the Partnership's Business solely for purposes of
      determining whether Parent has combined at least fifty percent (50%) of
      Purchaser's Projected 2007 ISO Business with the Partnership's Business in
      calendar year 2008. 

     

    "Tax
      Return" means any report, return or other information required to be
      supplied to a Governmental Authority in connection with any Taxes.

     

    "Taxes"
      means all taxes, charges, fees, duties (including custom duties), levies or
      other assessments, including net income, gross income, capital gains, gross
      receipts, net receipts, gross proceeds, net proceeds, ad valorem, profits,
      real
      and personal property (tangible and intangible), gaming, sales, use, franchise,
      capital, excise, value added, stamp, leasing, lease, user, transfer, fuel,
      excess profits, occupational, interest equalization, windfall profits, license,
      payroll, employment, environmental, capital stock, disability, severance,
      employee's income withholding, other withholding unemployment and Social
      Security taxes, which are imposed by any Governmental Authority, and other
      taxes, charges or fees assessed by any Governmental Authority, including any
      interest, penalties or additions to tax attributable thereto.

     

    "Transferred
      Employees" - As defined in Section 14.1(a).

     

    1.3  Interpretation.  Unless
      the context of this Agreement otherwise requires, (a) words of any gender shall
      be deemed to include each other gender, (b) words using the singular or plural
      number shall also include the plural or singular number, respectively, (c)
      references to "hereof", "herein", "hereby" and similar terms shall refer to
      this
      entire Agreement, (d) all references in this Agreement to Articles, Sections
      and
      Exhibits shall mean and refer to Articles, Sections and Exhibits of this
      Agreement, (e) all references to statutes and related regulations shall include
      all amendments of the same and any successor or replacement statutes and
      regulations, (f) references to any Person shall be deemed to mean and include
      the successors and permitted assigns of such Person (or, in the case of a
      Governmental Authority, Persons succeeding to the relevant functions of such
      Person) and (g) "including" shall mean "including without
      limitation".

     

    ARTICLE
      II

     

    Purchase
      and Sale, Purchase Price,

     

    Allocation
      and Other Related Matters

     

    2.1  Purchase
      and Sale.  Upon the terms and subject to the conditions of this
      Agreement, at the Closing on the Closing Date, (a) the Company shall sell,
      assign, convey, transfer and deliver to Comtrak, and Comtrak shall acquire
      from
      the Company, the Company Purchased Assets, (b) the Partnership shall sell,
      assign, convey, transfer and deliver to Hub City, and Hub City shall acquire
      from the Partnership, the Partnership Purchased Assets and (c) the LLC shall
      sell, assign, convey, transfer and deliver to Comtrak, and Comtrak shall acquire
      from the LLC, the LLC Purchased Assets, in each case, free and clear of any
      Liens, other than Permitted Liens.  Notwithstanding anything herein to
      the contrary, the Company Retained Assets will be retained by the Company and
      not sold, assigned, conveyed, transferred or delivered to Comtrak hereunder,
      the
      Partnership Retained Assets will be retained by the Partnership and not sold,
      assigned, conveyed, transferred or delivered to Hub City hereunder and the
      LLC
      Retained Assets will be retained by the LLC and not sold, assigned, conveyed,
      transferred or delivered to Comtrak hereunder.

     

    2.2  Purchase
      Price.  The aggregate purchase price (the "Purchase Price")
      payable by Purchasers to Sellers for the Purchased Assets shall be the
      following:

     

    (a)  the
      sum
      of (i) the Base Purchase Price, plus or minus (ii) the Final
      Retained Earnings Adjustment Amount (with such sum being referred to herein
      as
      the "Cash Purchase Price"); and

     

    (b)  the
      assumption by Purchasers at the Closing of the Assumed Liabilities in accordance
      with Section 2.6.

     

    The
      Purchase Price shall be allocated between the Sellers in accordance with their
      respective Sellers' Percentage Interests.

     

    2.3  Payment
      of the Purchase Price.  The Purchase Price shall be payable as
      follows:

     

    (a)  Ten
      (10)
      Business Days prior to the Closing, Sellers shall provide to Purchasers (i)
      each
      Seller's then most recently completed balance sheet and statement of earnings
      for the portion of the fiscal year then ended, (ii) Sellers' calculation of
      the
      Net Working Capital as of the date of, and based on, such balance sheets (the
      "Estimated Net Working Capital"), (iii) Sellers' calculation of the
      Sellers' combined Retained Earnings as of the date of, and based on, such
      balance sheets and statements of earnings (the "Estimated Retained
      Earnings") and (iv) access to the appropriate personnel and all supporting
      financial statements, work sheets and other documentation used to determine
      the
      Estimated Net Working Capital and Estimated Retained Earnings that are
      reasonably requested by Purchasers.

     

    (b)  On
      the
      Closing Date, Purchasers shall pay to Sellers an amount equal to the sum of
      (i)
      the product of (A) eighty percent (80%) multiplied by (B) the Base
      Purchase Price, plus or minus (ii) the Estimated Retained Earnings
      Adjustment Amount.

     

    (c)  Purchasers
      shall pay Earnout Payments to Sellers in an aggregate amount not to exceed
      the
      product of (i) twenty percent (20%) multiplied by (ii) the Base Purchase
      Price (with such sum being referred to herein as the "Maximum Aggregate
      Earnout Payments") on the following terms and conditions:

     

    (i)  for
      each
      of (A) calendar year 2007 and (B) calendar year 2008 (each, an "Earnout
      Period"), Purchasers shall make a cash payment (each, an "Earnout
      Payment") to Sellers based on the Business EBITDA for that Earnout
      Period;

     

    (ii)  for
      each
      Earnout Period, (A) if the Business EBITDA for that Earnout Period is equal
      to
      or exceeds the Target Business EBITDA for such Earnout Period, the Earnout
      Payment shall be an amount equal to the Maximum Annual Earnout Payment for
      such
      Earnout Period, or (B) if the Business EBITDA for that Earnout Period is less
      than the Target Business EBITDA for that Earnout Period (a "Business EBITDA
      Shortfall"), the Earnout Payment shall be in an amount equal to (I) the
      Maximum Annual Earnout Payment for such Earnout Period minus (II) the
      product of (x) 2.0 and (y) the Business EBITDA Shortfall (the "Earnout
      Payment Penalty") (provided, that in no event shall the Earnout Payment
      calculated pursuant to this clause (B) be less than zero);

     

    (iii)  if
      in the
      first Earnout Period, the Business EBITDA is less than the Target Business
      EBITDA for such Earnout Period, but the Business EBITDA in the second Earnout
      Period exceeds the Target Business EBITDA for the second Earnout Period
      ("Excess Business EBITDA"), Purchasers shall make a "catch-up" payment (a
      "Catch-Up Payment") to Sellers with respect to the first Earnout Period
      in an amount equal to the lesser of (I) the Earnout Payment Penalty for the
      first Earnout Period and (II) the product of (x) 2.0 and (y) the Excess Business
      EBITDA (an illustrative calculation of Earnout Payments and Catch-Up Payments
      is
      set forth on Schedule 2.3);

     

    (iv)  if
      in the
      first Earnout Period, the Business EBITDA exceeds the Target Business EBITDA,
      such excess shall be added to the Business EBITDA for the second Earnout Period
      to determine whether the Target Business EBITDA for the second Earnout Period
      is
      reached;

     

    (v)           for
      the purpose of calculating Earnout Payments and Catch-Up Payments, Business
      EBITDA shall include (A) income from the Business sold to Purchasers at Closing
      and (B) income from Purchasers' ISO Business, but only if Parent causes the
      Purchasers' ISO Business to be combined with the Partnership's Business, as
      contemplated by Section 15.8;

     

    (vi)           notwithstanding
      anything in this Agreement to the contrary, in no event shall Purchasers be
      obligated to pay to Sellers aggregate Earnout Payments (including any Catch-Up
      Payment) in excess of the Maximum Aggregate Earnout Payments;

     

    (vii)           the
      Earnout Payments and Catch-Up Payment, if any, are subject to set-off in
      accordance with Section 12.6;

     

    (viii)                      for
      each Earnout Period, Purchasers shall make the Earnout Payment (and any Catch-Up
      Payment) within ten (10) days after Parent's public announcement of its
      financial results for such Earnout Period; and

     

    (ix)           Purchasers
      shall provide Sellers with all supporting documentation reasonably requested
      by
      Sellers for purposes of verifying Purchasers' calculation of any Earnout Payment
      and Catch-Up Payment.  In the event Purchasers and Sellers disagree as
      to the amount of an Earnout Payment or Catch-Up Payment, such dispute shall
      be
      resolved in accordance with the procedures described in Section
      2.4(c).

     

    (d)           All
      payments to be made pursuant to this Section 2.3 shall be by the wire
      transfer of immediately available funds to an account designated by Sellers
      in
      writing and shall be allocated between Sellers in accordance with their Sellers'
      Percentage Interests.

     

    2.4  Closing
      Balance Sheet.  (a)  Within ninety (90) days after the
      Closing, Purchasers shall provide to Sellers (i) a balance sheet of the Business
      based upon the Purchased Assets and Assumed Liabilities as of the Closing Date
      (the "Final Closing Balance Sheet"); (ii) a statement of earnings of the
      Business based upon the Purchased Assets and Assumed Liabilities for the portion
      of the fiscal year ending on the Closing Date (the "Final Statement of
      Earnings"); (iii) a calculation of the Net Working Capital as reflected on
      the Final Closing Balance Sheet (the "Final Net Working Capital
      Calculation"); (iv) a calculation of the Retained Earnings of the Business
      as reflected on the Final Closing Balance Sheet (the "Final Retained Earnings
      Calculation") and (v) access to the appropriate Purchaser personnel and all
      supporting financial statements, work sheets and other documentation used to
      make the Final Net Working Capital Calculation and the Final Retained Earnings
      Calculation that are reasonably requested by Sellers.  The Final
      Closing Balance Sheet, Final Statement of Earnings, Final Net Working Capital
      Calculation and Final Retained Earnings Calculation are collectively referred
      to
      herein as the "Final Closing Statements."

     

    (b)  Within
      sixty (60) days after the Final Closing Statements are delivered to Sellers
      pursuant to Section 2.4(a), Sellers shall complete their examination
      thereof and shall deliver to Purchasers either (i) a written acknowledgement
      accepting the Final Closing Statements; or (ii) a written report setting forth
      in reasonable detail any proposed adjustments to the Final Closing Statements
      ("Adjustment Report").  If Sellers fail to respond to
      Purchasers within such sixty (60) day period, Sellers shall be deemed to have
      accepted and agreed to the Final Closing Statements as delivered pursuant to
      Section 2.4(a).

     

    (c)  In
      the
      event Sellers and Purchasers fail to agree on any of Sellers' proposed
      adjustments contained in the Adjustment Report within thirty (30) days after
      Purchasers receive the Adjustment Report, then Sellers and Purchasers agree
      that
      a mutually acceptable nationally recognized independent accounting firm or
      other
      mutually acceptable nationally recognized financial services provider
      ("Independent Auditors") shall make the final determination with respect
      to the correctness of the proposed adjustments in the Adjustment Report in
      light
      of the terms and provisions of this Agreement.  Purchasers and Sellers
      shall use their commercially reasonable efforts to select the Independent
      Auditors within ten (10) days of the expiration of such period and to cause
      the
      Independent Auditors to resolve all disagreements as soon as practicable, but
      in
      any event within sixty (60) days after submission of the dispute to the
      Independent Auditors.  The decision of the Independent Auditors shall
      be final and binding on Sellers and Purchasers.  The non-prevailing
      party shall pay the entire cost of the Independent Auditors' fees and expenses
      in connection with this Section 2.4(c).  The Independent
      Auditor shall determine whether the Sellers or the Purchasers are the
      non-prevailing party for purposes of the preceding sentence based on whether
      the
      Sellers' or the Purchasers' position on the disputed items are different in
      aggregate amount from the Independent Auditor's final determination of the
      same.

     

    (d)  The
      term
      "Final Closing Balance Sheet" as that term has been hereinbefore and will
      be hereinafter used, shall mean the Final Closing Balance Sheet delivered
      pursuant to Section 2.4(a), as adjusted, if at all, pursuant to this
Section 2.4.  The date on which the Final Closing Statements
      are finally determined pursuant to this Section 2.4 shall hereinafter be
      referred to as the "Settlement Date."

     

    2.5  Purchase
      Price Settlement.  (a)  In the event the Final Retained
      Earnings Adjustment Amount is less than the Estimated Retained Earnings
      Adjustment Amount, then Sellers shall pay to Purchasers within five (5) days
      after the Settlement Date an amount equal to such deficiency.

     

    (b)  In
      the
      event the Final Retained Earnings Adjustment Amount is more than the Estimated
      Retained Earnings Adjustment Amount, then, within five (5) days after the
      Settlement Date, Purchasers shall pay to the Sellers an amount equal to such
      excess in accordance with their respective Sellers' Percentage
      Interests.

     

    (c)  Any
      payment required pursuant to Section 2.5(a) or 2.5(b) shall be by
      the transfer of immediately available funds for credit to the recipient at
      a
      bank account designated by the recipient in writing.

     

    2.6  Assumed
      Liabilities.

     

    (a)  As
      additional consideration for the purchase of the Company Purchased Assets,
      Comtrak shall, at the Closing, by its execution and delivery of an Assumption
      Agreement, assume, agree to perform, and in due course pay and discharge, only
      the following obligations and liabilities of the Company relating to the
      Company's Business (collectively, the "Company Assumed
      Liabilities"):

     

    (i)  The
      Company's trade and other normal operating payables and accrued expenses
      incurred in the Ordinary Course, but only to the extent reflected or reserved
      for on the Final Closing Balance Sheet as Current Liabilities and only to the
      extent of the monetary amount of such payables and expenses so reflected or
      otherwise approved in writing by Comtrak;

     

    (ii)  The
      obligations and liabilities of the Company arising after the Closing Date under
      (A) Contracts described in Section 7.12 of the Disclosure Schedule; (B)
      any executory Contracts which relate to the Company's Business and are not
      required to be listed in the Disclosure Schedule pursuant to Section
      7.12(a) of this Agreement; and (C) executory Contracts entered into by the
      Company relating to the Company's Business after the date hereof in compliance
      with the terms and provisions of this Agreement; provided,
however, Comtrak is not assuming any Liabilities of the Company in
      respect of a breach of or default by the Company under any such Contracts which
      shall occur prior to the Closing;

     

    (iii)  any
      liability for Assumed Taxes relating to the Company's Business; and

     

    (iv)  any
      penalties or interest required to be paid under any Contract that is a Company
      Purchased Asset as a result of any default thereunder by Comtrak after the
      Closing.

     

    (b)  As
      additional consideration for the purchase of the Partnership Purchased Assets,
      Hub City shall, at the Closing, by its execution and delivery of an Assumption
      Agreement, assume, agree to perform, and in due course pay and discharge, only
      the following obligations and liabilities of the Partnership relating to the
      Partnership's Business (collectively, the "Partnership Assumed
      Liabilities"):

     

    (i)  The
      Partnership's trade and other normal operating payables and accrued expenses
      incurred in the Ordinary Course, but only to the extent reflected or reserved
      for on the Final Closing Balance Sheet as Current Liabilities and only to the
      extent of the monetary amount of such payables and expenses so reflected or
      otherwise approved in writing by Hub City;

     

    (ii)  The
      obligations and liabilities of the Partnership arising after the Closing Date
      under (A) Contracts described in Section 7.12 of the Disclosure Schedule;
      (B) any executory Contracts which relate to the Partnership's Business and
      are
      not required to be listed in the Disclosure Schedule pursuant to Section
      7.12(a) of this Agreement; and (C) executory Contracts entered into by the
      Partnership relating to the Partnership's Business after the date hereof in
      compliance with the terms and provisions of this Agreement; provided,
however, Hub City is not assuming any Liabilities of the Partnership
      in
      respect of a breach of or default by the Partnership under any such Contracts
      which shall occur prior to the Closing;

     

    (iii)  any
      liability for Assumed Taxes relating to the Partnership's Business;
      and

     

    (iv)  any
      penalties or interest required to be paid under any Contract that is a
      Partnership Purchased Asset as a result of any default thereunder by Hub City
      after the Closing.

     

    (c)  As
      additional consideration for the purchase of the LLC Purchased Assets, Comtrak
      shall, at the Closing, by its execution and delivery of an Assumption Agreement,
      assume, agree to perform, and in due course pay and discharge, only the
      following obligations and liabilities of the LLC relating to the LLC's Business
      (collectively, the "LLC Assumed Liabilities"):

     

    (i)  The
      LLC's
      trade and other normal operating payables and accrued expenses incurred in
      the
      Ordinary Course, but only to the extent reflected or reserved for on the Final
      Closing Balance Sheet as Current Liabilities and only to the extent of the
      monetary amount of such payables and expenses so reflected or otherwise approved
      in writing by Comtrak;

     

    (ii)  The
      obligations and liabilities of the LLC arising after the Closing Date under
      (A)
      Contracts described in Section 7.12 of the Disclosure Schedule; (B) any
      executory Contracts which relate to the LLC's Business and are not required
      to
      be listed in the Disclosure Schedule pursuant to Section 7.12(a) of this
      Agreement; and (C) executory Contracts entered into by the LLC relating to
      the
      LLC's Business after the date hereof in compliance with the terms and provisions
      of this Agreement; provided, however, Comtrak is not assuming any
      Liabilities of the LLC in respect of a breach of or default by the LLC under
      any
      such Contracts which shall occur prior to the Closing;

     

    (iii)  any
      liability for Assumed Taxes relating to the LLC's Business; and

     

    (iv)  any
      penalties or interest required to be paid under any Contract that is a LLC
      Purchased Asset as a result of any default thereunder by Comtrak after the
      Closing.

     

    2.7  Retained
      Liabilities.

     

    (a)  Comtrak
      shall not assume or pay any, and the Company shall continue to be responsible
      for each, Liability of the Company whether or not relating to the Company's
      Business, not expressly assumed by Comtrak in Section 2.6(a)
      (collectively, the "Company Retained
      Liabilities").  Specifically, without limiting the foregoing, the
      Company Retained Liabilities shall include the following:

     

    (i)  any
      Indebtedness or bank over-draft of the Company;

     

    (ii)  any
      legal
      or administrative action pending, including Environmental Claims, as of the
      Closing Date, notwithstanding the disclosure thereof in the Disclosure Schedule,
      or any subsequent claim, action, suit or proceeding arising out of or relating
      to (A) such pending matters, (B) any other event occurring on or prior to the
      Closing Date, or (C) resulting from the Company's conduct of the Company's
      Business;

     

    (iii)  any
      Liability to the extent arising out of or relating to the Company Retained
      Assets;

     

    (iv)  any
      Liability (whether direct or as a result of transferee liability, joint and
      several liability, or contractual liability) of the Company for Taxes (including
      all income Taxes incurred on, after, or before the Closing Date) that are
      unrelated to the Company Purchased Assets, the Company's Business, or the
      Transferred Employees (whether accrued or payable on, after, or before the
      Closing Date and whether or not reserved for on the Closing Balance Sheet)
      and
      any liability (whether direct or as a result of transferee liability, joint
      and
      several liability, or contractual liability) for Taxes (other than Assumed
      Taxes) for periods (or portions thereof) ending on the Closing Date that are
      related to the Company Purchased Assets, the Company's Business, or the
      Transferred Employees (whether accrued or payable on, after, or before the
      Closing Date and whether or not reserved for on the Closing Balance
      Sheet);

     

    (v)  any
      Liability arising from claims, proceedings or causes of action resulting from
      property damage (including cargo claims) or personal injuries (including death)
      caused by services rendered by the Company prior to Closing, notwithstanding
      the
      disclosure thereof in the Disclosure Schedule;

     

    (vi)  any
      Liability arising from guarantees, warranty claims or other Contract terms
      with
      respect to services rendered by the Company prior to Closing;

     

    (vii)  any
      accrued insurance charges or insurance claims, retroactive insurance rate
      adjustments or insurance premiums payable for pre-Closing periods;
      and

     

    (viii)  any
      amounts payable to the Partnership or the LLC, any other Affiliate of any Seller
      (including any Stockholder, Partner or Member) or any Retained
      Entity.

     

    (b)  Hub
      City
      shall not assume or pay any, and the Partnership shall continue to be
      responsible for each, Liability of the Partnership whether or not relating
      to
      the Partnership's Business, not expressly assumed by Hub City in Section
      2.6(b) (collectively, the "Partnership Retained
      Liabilities").  Specifically, without limiting the foregoing, the
      Partnership Retained Liabilities shall include the following:

     

    (i)  any
      Indebtedness or bank over-draft of the Partnership;

     

    (ii)  any
      legal
      or administrative action, including Environmental Claims, as of the Closing
      Date, notwithstanding the disclosure thereof in the Disclosure Schedule, or
      any
      subsequent claim, action, suit or proceeding arising out of or relating to
      (A)
      such pending matters, (B) any other event occurring on or prior to the Closing
      Date, or (C) resulting from the Partnership's conduct of the Partnership's
      Business;

     

    (iii)  any
      Liability to the extent arising out of or relating to the Partnership Retained
      Assets;

     

    (iv)  any
      Liability (whether direct or as a result of transferee liability, joint and
      several liability, or contractual liability) of the Partnership for Taxes
      (including all income Taxes incurred on, after, or before the Closing Date)
      that
      are unrelated to the Partnership Purchased Assets, the Partnership's
      Business, or the Transferred Employees (whether accrued or payable on, after,
      or
      before the Closing Date and whether or not reserved for on the Closing Balance
      Sheet) and any liability (whether direct or as a result of transferee liability,
      joint and several liability, or contractual liability) for Taxes (other than
      Assumed Taxes) for periods (or portions thereof) ending on the Closing Date
      that
      are related to the Partnership Purchased Assets, the Partnership's Business,
      or
      the Transferred Employees (whether accrued or payable on, after, or before
      the
      Closing Date and whether or not reserved for on the Closing Balance
      Sheet);

     

    (v)  any
      Liability arising from claims, proceedings or causes of action resulting from
      property damage (including cargo claims) or personal injuries (including death)
      caused by services rendered by the Partnership prior to Closing, notwithstanding
      the disclosure thereof in the Disclosure Schedule;

     

    (vi)  any
      Liability arising from guarantees, warranty claims or other Contract terms
      with
      respect to services rendered by the Partnership prior to Closing;

     

    (vii)  any
      accrued insurance charges or insurance claims, retroactive insurance rate
      adjustments or insurance premiums payable for pre-Closing periods;
      and

     

    (viii)  any
      amounts payable to the Company or the LLC, any other Affiliate of any Seller
      (including any Stockholder, Partner or Member) (provided, that Hub City shall
      assume those accounts payable to the Retained Entities to the extent such
      payables are included in the Final Closing Balance Sheet as Current
      Liabilities).

     

    (c)  Comtrak
      shall not assume or pay any, and the LLC shall continue to be responsible for
      each, Liability of the LLC whether or not relating to the LLC's Business, not
      expressly assumed by Comtrak in Section 2.6(c) (collectively, the "LLC
      Retained Liabilities").  Specifically, without limiting the
      foregoing, the LLC Retained Liabilities shall include the
      following:

     

    (i)  any
      Indebtedness or bank over-draft of the LLC;

     

    (ii)  any
      legal
      or administrative action pending, including Environmental Claims, as of the
      Closing Date, notwithstanding the disclosure thereof in the Disclosure Schedule,
      or any subsequent claim, action, suit or proceeding arising out of or relating
      to (A) such pending matters, (B) any other event occurring on or prior to the
      Closing Date, or (C) resulting from the LLC's conduct of the LLC's
      Business;

     

    (iii)  any
      Liability to the extent arising out of or relating to the LLC Retained
      Assets;

     

    (iv)  any
      Liability (whether direct or as a result of transferee liability, joint and
      several liability, or contractual liability) of the LLC for Taxes (including
      all
      income Taxes incurred on, after, or before the Closing Date) that are unrelated
      to the LLC Purchased Assets, the LLC's Business, or the Transferred Employees
      (whether accrued or payable on, after, or before the Closing Date and whether
      or
      not reserved for on the Closing Balance Sheet) and any liability (whether direct
      or as a result of transferee liability, joint and several liability, or
      contractual liability) for Taxes (other than Assumed Taxes) for periods (or
      portions thereof) ending on the Closing Date that are related to the LLC
      Purchased Assets, the LLC's Business, or the Transferred Employees (whether
      accrued or payable on, after, or before the Closing Date and whether or not
      reserved for on the Closing Balance Sheet);

     

    (v)  any
      Liability arising from claims, proceedings or causes of action resulting from
      property damage (including cargo claims) or personal injuries (including death)
      caused by services rendered by the LLC prior to Closing, notwithstanding the
      disclosure thereof in the Disclosure Schedule;

     

    (vi)  any
      Liability arising from guarantees, warranty claims or other Contract terms
      with
      respect to services rendered by the LLC prior to Closing;

     

    (vii)  any
      accrued insurance charges or insurance claims, retroactive insurance rate
      adjustments or insurance premiums payable for pre-Closing periods;
      and

     

    (viii)  any
      amounts payable to the Partnership or the Company, any other Affiliate of any
      Seller (including any Stockholder, Partner or Member) or any Retained
      Entity.

     

    2.8  Accounts
      Receivable Guarantee and Return.

     

    (a)  Purchasers
      may elect to return to Sellers any of the Closing Accounts Receivable which
      remain uncollected one hundred twenty (120) days after the Closing
      Date.  Subject to Section 2.8(b) below, Sellers shall pay
      to the applicable Purchaser the aggregate amount of all uncollected Closing
      Accounts Receivable returned to Sellers within ten (10) days after the date
      of
      return of the uncollected Closing Accounts Receivable.

     

    (b)  Purchasers
      agree to execute such bills of sale or other assignment documents reasonably
      necessary to effect a transfer to Sellers, without recourse, of the uncollected
      Closing Accounts Receivable returned to Sellers pursuant to this Section
      2.8.

     

    (c)  Purchasers
      agree that Transferred Employees designated by Rudie shall be assigned to
      attempt to collect the Closing Accounts Receivable after Closing, in addition
      to
      their other employment duties with Purchasers.  Purchasers agree to
      use commercially reasonable efforts to collect the Closing Accounts
      Receivable.  The parties agree "commercially reasonable efforts" shall
      not require Purchasers to retain any third parties (i.e.,
      collection agencies or attorneys) to seek collection of the Closing Accounts
      Receivable.  To the extent either Purchaser receives a payment from an
      account debtor of a Closing Account Receivable who also has an account
      receivable owing to such Purchaser resulting from post-Closing transactions,
      such Purchaser agrees to apply such payment to the oldest invoice first unless
      such account debtor otherwise specifically designates the application of such
      payment.

     

    2.9  Transfer
      Taxes.  Any and all transfer, sales, use, purchase, value added,
      excise, real property, personal property, intangible stamp, or similar Taxes
      (collectively, "Transfer Taxes") imposed on, or resulting from, the
      transfer of any Purchased Assets (including those Transfer Taxes imposed on
      the
      Purchaser or the Purchased Assets) shall be paid equally by the Purchasers
      and
      the Sellers; provided, however, that Purchasers and Sellers agree
      to cooperate in good faith to take such reasonable steps as are necessary or
      appropriate to minimize the Transfer Taxes imposed on the sale of the Business
      and Purchased Assets as contemplated by this Agreement.  To the extent
      that any Purchaser or Seller is required to pay any Transfer Taxes, or incurs
      any out-of-pocket expenses in transferring title of any (or all) of the
      Purchased Assets, the Sellers or the Purchasers, as applicable, shall promptly
      reimburse such party for 50% of such Transfer Tax or out-of-pocket
      expense.  Purchasers shall, at their own expense, file all necessary
      Tax Returns and other documentation with respect to all such Transfer Taxes,
      fees and charges, and, if required by applicable Law, the Sellers will join
      in
      the execution of any such Tax Returns and other documentation.

     

    2.10  Allocation.  The
      parties hereto (a) mutually agree on the methodology for the allocation of
      the
      Purchase Price among the Purchased Assets and Related Business Assets set forth
      on Exhibit G for income tax purposes, and (b) acknowledge that the
      allocation methodology set forth on Exhibit G was the result of
      arms-length negotiations. The parties hereto agree that for income tax purposes
      they shall report the transactions contemplated by this Agreement in accordance
      with the allocation methodology set forth on Exhibit G.

     

    ARTICLE
      III

     

    Closing
      and Closing Date Deliveries

     

    3.1  Closing.  The
      term "Closing" as used herein shall refer to the actual conveyance,
      transfer, assignment and delivery of the Purchased Assets and Related Business
      Assets to Purchasers in exchange for the payment delivered to Sellers pursuant
      to Section 2.3 of this Agreement.  The Closing shall take place
      at the offices of Winston & Strawn LLP, 35 West Wacker Drive, Chicago,
      Illinois 60601, at 10:00 a.m. local time on the fifth (5th) Business
      Day
      following the date upon which all of the conditions precedent set forth in
      Articles IX and X are satisfied or waived by the appropriate party
      hereto, subject to Article XI, or at such other place and time or on such
      other date as is mutually agreed to in writing by Sellers and Purchasers
      ("Closing Date").

     

    3.2  Closing
      Deliveries by Sellers.  At the Closing, Sellers shall deliver to
      Purchasers:

     

    (a)  A
      Bill of
      Sale and Assignment Agreement, substantially in the form of Exhibit H
      (the "Seller Bills of Sale"), as executed by each Seller; and all such
      other bills of sale, lease assignments, trademark assignments, copyright
      assignments, patent assignments, employee work product assignments, contract
      assignments, vehicle titles and other documents and instruments of sale,
      assignment, conveyance and transfer, as Purchasers may deem necessary or
      desirable;

     

    (b)  A
      certificate of the Secretary or an Assistant Secretary of the Company certifying
      as to:  (i) the articles of incorporation of the Company, as certified
      by the Secretary of State of the State of Nevada not earlier than ten (10)
      days
      prior to the Closing Date; (ii) the by-laws, as amended, of the Company; (iii)
      resolutions of the Board of Directors and shareholders of the Company
      authorizing and approving the execution, delivery and performance by the Company
      of this Agreement and any agreements, instruments, certificates or other
      documents executed by the Company pursuant to this Agreement; and (iv) the
      incumbency and signatures of the officers of the Company;

     

    (c)  A
      certificate of the Partners certifying as to: (i) the partnership agreement
      of
      the Partnership; (ii) resolutions of the Partners authorizing and approving
      the
      execution, delivery and performance by the Partnership of this Agreement and
      any
      agreements, instruments, certificates and other documents executed by the
      Partnership pursuant to this Agreement; and (iii) the incumbency and signatures
      of the officers of the Partnership;

     

    (d)  A
      certificate of the Secretary or an Assistant Secretary of the LLC certifying
      as
      to:  (i) the articles of organization of the LLC, as certified by the
      Secretary of State of the State of Illinois not earlier than ten (10) days
      prior
      to the Closing Date; (ii) the limited liability company agreement, as amended,
      of the LLC; (iii) resolutions of the Members of the LLC authorizing and
      approving the execution, delivery and performance by the LLC of this Agreement
      and any agreements, instruments, certificates or other documents executed by
      the
      LLC pursuant to this Agreement; and (iv) the incumbency and signatures of the
      officers of the LLC;

     

    (e)  A
      certificate of the Secretary of State of the state of incorporation or
      organization (as applicable) and of each other state set forth in Section
      7.1 of the Disclosure Schedule, in each case as of a date not earlier than
      ten (10) days prior to the Closing Date, as to the good standing and foreign
      qualification of Sellers in such states;

     

    (f)  A
      certificate, dated the Closing Date, executed by the appropriate officers of
      each Seller, required by Section 9.2;

     

    (g)  The
      opinion of Gordon & Rappold LLC, counsel for Sellers, dated the Closing
      Date, with respect to the matters set forth in Exhibit I;

     

    (h)  The
      consents, authorizations and approvals of the Governmental Authorities and
      other
      Persons set forth in Schedule 9.5, together with any and all other
      consents, authorizations and approvals of other Persons under additional
      Contracts identified in Section 7.3(b) of the Disclosure Schedule
      that have been obtained by Sellers as of the Closing;

     

    (i)  With
      respect to each Lease, a Landlord Consent and Estoppel Certificate substantially
      in the form of Exhibit J executed by the landlord
      thereunder;

     

    (j)  The
      Proprietary Interest Protection and Non-Solicitation Agreements as executed
      by
      each of the Restricted Stock Grantees;

     

    (k)  The
      Stockholder Employment and Non-Compete Agreement as executed by
      Rudie;

     

    (l)  All
      documents necessary to amend each Seller's name to not include "Interdom",
      "Commercial Cartage", "Pride Logistics" or any derivative of any thereof or
      any
      other similar name (including "Interdom Partners"), which shall be duly executed
      and in a form that Purchasers may file in the state of formation of each such
      entity and in each other state in which such entity is qualified to transact
      business;

     

    (m)  Such
      other documents as Purchasers may reasonably request to carry out the purposes
      of this Agreement, including the documents to be delivered pursuant to
Article IX.

     

    3.3  Closing
      Deliveries by Purchasers.  At the Closing, Purchasers shall
      deliver to Sellers:

     

    (a)  The
      payment to be delivered by Purchaser pursuant to Section
      2.3;

     

    (b)  A
      certificate of the Secretary or an Assistant Secretary of each Purchaser
      certifying as to:  (i) the certificate of incorporation of such
      Purchaser, as certified by the Secretary of State of the State of Delaware
      not
      earlier than ten (10) days prior to the Closing Date; (ii) the by-laws, as
      amended, of such Purchaser; (iii) resolutions of the Board of Directors of
      such
      Purchaser authorizing and approving the execution, delivery and performance
      by
      such Purchaser of this Agreement and any agreements, instruments, certificates
      or other documents executed by such Purchaser pursuant to this Agreement; and
      (iv) the incumbency and signatures of the officers of such
      Purchaser;

     

    (c)  A
      certificate of the Secretary of State of Delaware, as of a date not earlier
      than
      ten (10) days prior to the Closing Date, as to the good standing of each
      Purchaser in the State of Delaware;

     

    (d)  The
      certificate, dated the Closing Date, executed by the appropriate officer of
      each
      Purchaser, required by Section 10.2;

     

    (e)  An
      Assumption Agreement executed by each Purchaser reflecting the assumption of
      the
      liabilities set forth in Section 2.6, substantially in the form of
Exhibit K;

     

    (f)  The
      Restricted Stock Agreements as executed by Parent;

     

    (g)  The
      Proprietary Interest Protection and Non-Solicitation Agreements as executed
      by
      Parent;

     

    (h)  The
      Stockholder Employment and Non-Compete Agreement as executed by Hub City;
      and

     

    (i)  Such
      other documents as Sellers may reasonably request to carry out the purposes
      of
      this Agreement, including the documents to be delivered pursuant to Article
      X.

     

    3.4  Cooperation.  Sellers
      and Purchasers shall, on request, on and after the Closing Date, cooperate
      with
      one another by furnishing any additional information, executing and delivering
      any additional documents and/or instruments and doing any and all such other
      things as may be reasonably required by the parties to consummate or otherwise
      implement the transactions contemplated by this Agreement.

     

    ARTICLE
      IV

     

    Pre-Closing
      Filings

     

    4.1  Government
      Filings.  Sellers and Purchasers covenant and agree with each
      other to (a) promptly file, or cause to be promptly filed, with any Governmental
      Authorities all such notices, applications or other documents as may be
      necessary to consummate the transactions contemplated hereby and (b) thereafter
      diligently pursue all consents or approvals from any such Governmental
      Authorities as may be necessary to consummate the transactions contemplated
      hereby.

     

    ARTICLE
      V

     

    Pre-Closing
      Covenants

     

    5.1  Due
      Diligence Review.  Sellers, the Partners, the Principal
      Stockholders and the Members shall at all reasonable times prior to the Closing
      make the properties, assets, books and records, including supplier and customer
      lists, receivables records, equipment lists, accountants' work papers and
      reports, real estate and environmental records and reports, personnel records
      and all agreements, pertaining to the Business, the Purchased Assets and the
      Related Business Assets available for examination, inspection and review by
      Purchaser and its representatives.  As part of such examination,
      Purchasers may make such inquiries of such Persons having business relationships
      with each Seller, including customers, suppliers and employees, as Purchasers
      shall reasonably determine, upon reasonable notice to and with the prior consent
      of Rudie, which consent shall not be unreasonably withheld.  No such
      examination, inspection or review by Purchasers or its representatives shall
      in
      any way affect, diminish or terminate any of the representations, warranties
      or
      covenants of Sellers expressed in this Agreement.

     

    5.2  Maintenance
      of Business and Notice of Changes.  (a)  Pending the
      Closing, each Seller shall, and the Partners, the Principal Stockholders and
      the
      Members shall cause each Interdom Related Entity that owns Related Business
      Assets to, (i) use all commercially reasonable efforts to preserve and protect
      the goodwill, rights, properties and assets of its Business and the Related
      Business Assets, to keep available to the Business and Purchasers the services
      of its employees, and to preserve and protect such Seller's relationships with
      its employees, creditors, suppliers, customers and others having business
      relationships with it; and (ii) consult with Purchasers regarding all
      significant developments, transactions and proposals relating to the Business,
      the Related Business Assets or the operations of such Seller.

     

    (b)  Sellers
      shall give Purchasers prompt written notice of (i) any Material Adverse Change
      which occurs between the date hereof and the Closing Date, or (ii) any
      development or event that occurs between the date hereof and the Closing Date
      which causes a breach of any of the representations and warranties in Article
      VII.  Subject to Purchasers' right to terminate this Agreement
      pursuant to Section 11.1(d) by reason of such Material Adverse Change,
      development or event, the written notice pursuant to this Section 5.2(b)
      will be deemed to have (A) amended the Disclosure Schedule, and (B) qualified
      the representations and warranties contained in Article VII.

     

    5.3  Pending
      Closing.  Without limiting the generality of Section
      5.2(a), pending the Closing, Sellers shall, and with respect to clause
      (r) below the Partners, the Principal Stockholders and the Members shall,
      except as set forth in Section 5.3 of the Disclosure
      Schedule:

     

    (a)  conduct
      and carry on its Business only in the Ordinary Course;

     

    (b)  not
      purchase, sell, lease, mortgage, pledge or otherwise acquire or dispose of
      any
      properties or assets of or used in connection with its Business, except for
      supplies purchased, sold or otherwise disposed of in the Ordinary
      Course;

     

    (c)  not
      suffer or permit the creation of any Lien upon any of the Purchased Assets,
      other than in the Ordinary Course;

     

    (d)  not
      waive, release or cancel any claims against third parties or debts owing to
      it,
      or any rights which have any value;

     

    (e)  not
      increase or otherwise change the rate or nature of the compensation (including
      wages, salaries, bonuses, and benefits under pension, profit sharing, deferred
      compensation and similar plans or programs) which is paid or payable to any
      employee of any Seller;

     

    (f)  keep
      the
      tangible personal property used in the operation of the Business in good working
      order and repair, and replace any of it which shall be worn out, lost, stolen
      or
      destroyed;

     

    (g)  not
      enter
      into, or become obligated under, any Contract with respect to the Business,
      except for any Contract (i) having a term of one (1) year or less, (ii)
      involving either a payment by or to a Seller of less than $25,000 and (iii)
      entered into in the Ordinary Course;

     

    (h)  not
      change, amend, terminate or otherwise modify any Contract to which a Seller
      is a
      party other than in the Ordinary Course;

     

    (i)  maintain
      in full force and effect with respect to the Business, policies of insurance
      of
      the same type, character and coverage as the policies currently carried and
      described in Section 7.15 of the Disclosure Schedule;

     

    (j)  except
      as
      disclosed in Section 7.18 of the Disclosure Schedule, not make, or commit
      to make, any payment, contribution or award under or into any bonus, pension,
      profit sharing, deferred compensation or similar plan, program or trust (other
      than any such payment, contribution or award paid in cash by any Seller prior
      to
      the Closing);

     

    (k)  refrain
      from doing any act or omitting to do any act, or permitting any act or omission
      to act, which will cause a breach by any Seller of any Contract of such
      Seller;

     

    (l)  not
      make
      any changes in its accounting systems, policies, principles or
      practices;

     

    (m)  not
      make
      any loans, advances or capital contributions to, or investments in, any other
      Person;

     

    (n)  not
      authorize or make any capital expenditures which individually or in the
      aggregate are in excess of $25,000;

     

    (o)  not
      change its historical practice with respect to the payment of current
      liabilities or the collection of Accounts Receivable;

     

    (p)  duly
      comply with all Laws, including Environmental Laws, applicable to the Business
      or Purchased Assets or as may be required for the valid and effective transfer
      and assignment of the Purchased Assets;

     

    (q)  (i)
      for
      the LLC, furnish to Purchasers by June 15, 2007 an unaudited balance sheet
      as of
      April 30, 2007 and statement of income for the LLC for the portion of the fiscal
      year then ended, and (ii) for each of the Sellers, furnish to Purchasers within
      twenty-five (25) days after the end of each fiscal month, beginning with the
      month ending May 31, 2007, an unaudited balance sheet as of such month end
      and
      statement of income of each Seller for the portion of the fiscal year then
      ended;

     

    (r)  (i)
      not
      directly, or indirectly through any of Sellers', the Partners', the Principal
      Stockholders' or the Members' Affiliates, directors, officers, employees, agents
      or advisors, solicit, initiate, pursue or encourage (by way of furnishing
      information or otherwise) any inquiries or proposals, or enter into any
      discussions, negotiations or agreements (whether preliminary or definitive)
      with
      any Person, contemplating or providing for any merger, acquisition, purchase
      or
      sale of stock or all or any material part of the assets or any business
      combination or change in control of any Seller or the Business (any thereof,
      an
      "Alternative Proposal"); (ii) deal exclusively with Purchasers with
      respect to the sale of the Business and the Purchased Assets; and (iii) notify
      Purchasers immediately upon receipt by any Seller, Partner, Principal
      Stockholder or Member or any Affiliate, director, officer, employee or agent
      thereof of any Alternative Proposal; or

     

    (s)  not
      agree
      to do any of the items prohibited by Section 5.3(b), (c),
(d), (e), (g), (h), (j), (k),
(l), (m),
(n),
(o)
      or (r).

     

    5.4  Consents.  Pending
      the Closing Date, Sellers shall proceed with all reasonable diligence and use
      all commercially reasonable efforts to obtain the written consent, authorization
      or approval to the consummation of this Agreement from all necessary Persons,
      including all consents, authorizations and approvals under the Contracts
      identified in Section 7.3 of the Disclosure Schedule (other than the
      Contract referenced on Schedule 12.1(f)).

     

    5.5  Commercially
      Reasonable Efforts to Close.  (a)  Subject to the terms
      and conditions hereof, each party hereto covenants and agrees to use all
      commercially reasonable efforts to consummate the transactions contemplated
      hereby and will fully cooperate with the other parties hereto for such
      purpose.

     

    (b)  Sellers
      agree to immediately notify Purchasers of any event, fact or circumstance of
      which any Seller becomes aware that could reasonably be expected to result
      in
      the failure of a condition set forth in Article IX or X to be
      satisfied and, if such condition is curable, to allow Purchasers a reasonable
      opportunity to satisfy such condition.

     

    5.6  Pre-Closing
      Use of Names.

     

    (a)  Sellers
      and Purchasers acknowledge that Purchasers will be required, prior to the
      Closing, to obtain certain licenses (including transportation licenses),
      permits, certifications and other approvals and authorizations from, and to
      make
      certain filings and registrations with and notifications and applications to,
      Governmental Authorities in order to conduct the Business from and after the
      Closing, including qualifications to transact business as a foreign entity
      in
      the jurisdictions in which the conduct of the Business so requires.

     

    (b)  Solely
      for such purposes, the Partners, the Principal Stockholders, the Members and
      Sellers hereby grant, without charge, to Purchasers (or any permitted assignee
      hereunder) until the earlier of the Closing or 30 days following any termination
      of this Agreement pursuant to Article XI, the right to use the names
      "Interdom", "Interdom Partners", "Commercial Cartage" and "Pride Logistics"
      as
      part of its name and agrees that it shall provide to Purchasers such consent
      letters and other approvals regarding the use of the "Interdom", "Interdom
      Partners", "Commercial Cartage" and "Pride Logistics" names as are reasonably
      requested by Purchasers for such purposes.

     

    (c)  In
      the
      event of any termination of this Agreement pursuant to Article XI,
      Purchasers shall, at its own expense, promptly take all actions necessary to
      eliminate all use by Purchasers (or any assignee thereof) of the names
      "Interdom", "Interdom Partners", "Commercial Cartage" and "Pride Logistics"
      and
      provide written evidence thereof to Sellers.

     

    5.7  Transfer
      of Related Business Assets.  In partial consideration for the
      Purchase Price, the Partners, the Principal Stockholders  and the
      Members covenant and agree to, and further covenant and agree to cause each
      of
      their Affiliates, other than Sellers and other than Impact Transportation,
      LLC,
      Impact Transload & Rail, LLC and Intermodal Management System, LLC
      (collectively, the "Interdom Related Entities"), that owns or has a
      leasehold interest in or contract right to assets used in the Business (the
      "Related Business Assets") to (a) sell, assign, convey, transfer and
      deliver to Purchasers at the Closing the Related Business Assets held by such
      Interdom Related Entity and (b) execute and deliver all such bills of sale,
      agreements and other instruments as may be necessary or reasonably requested
      by
      Purchasers to effect the foregoing.  Without limiting the generality
      of the foregoing, the parties agree that (i) the Related Business Assets include
      any equipment lease held by an Interdom Related Party that covers equipment
      used
      in the Business, and (ii) the bills of sale, agreements and other instruments
      for the conveyance of any Related Business Assets shall include representations
      and warranties from any applicable Interdom Related Entity that are
      substantially similar to those set forth in Article VII.

     

    5.8  Retained
      Entities Reconciliation.  By no later than the fifth (5th) Business
      Day
      prior to the Closing Date, the Partnership shall deliver to the Purchasers
      a
      schedule of all accounts receivable and accounts payable between the Retained
      Entities and the Sellers as of December 31, 2006 and a reconciliation of such
      schedule with the Partnership's Special Purpose Financial
      Statements.

     

    ARTICLE
      VI

     

    Financial
      Statements; Disclosure Schedule

     

    6.1  Pre-Signing
      Deliveries.  On or prior to the date hereof, Sellers have
      delivered to Purchasers:

     

    (a)  The
      (i)
      audited consolidated balance sheets of the Partnership as of December 31, 2004
      and 2005 and the related audited consolidated statements of earnings and cash
      flows for the years then ended, together with the report thereon of Remy Vitale
      Maines, LLC, the Partnership's independent auditors (the "Partnership's
      Audited Financial Statements"), and (ii) the special purpose balance sheet
      of the Partnership as of December 31, 2006 and the related special purpose
      statements of earnings and changes in partners capital for the year then ended,
      together with the special purpose financial report thereon of Remy Vitale
      Maines, LLC, the Partnership's independent auditors (the "Partnership's
      Special Purpose Financial Statements" and, together with the Partnership's
      Audited Financial Statements, the "Partnership's Financial
      Statements");

     

    (b)  The
      unaudited balance sheet of the Company as of December 31, 2004, 2005 and 2006
      and the related unaudited statements of earnings and cash flows for the years
      then ended (the "Company's Unaudited Financial Statements");

     

    (c)  The
      unaudited balance sheet of the LLC as of December 31, 2004, 2005 and 2006 and
      the related unaudited statements of earnings and cash flows for the years then
      ended (the "LLC's Unaudited Financial Statements"); and

     

    (d)  The
      unaudited balance sheet of each of the Partnership and the Company as of the
      Interim Balance Sheet Date and the related unaudited statements of earnings
      and
      cash flows for the portion of the fiscal year then ended, as certified as true
      and complete by the chief financial officer of each such Seller (the "Interim
      Financial Statements").

     

    (e)  A
      disclosure schedule (as amended, if at all, in accordance with Section
      5.2(b), the "Disclosure Schedule") dated even date herewith addressed
      to Purchasers and signed by each Seller, accompanied or preceded by a copy
      of
      each Contract or plan or other document or instrument referred to in the
      Disclosure Schedule.

     

    ARTICLE
      VII

     

    Representations
      and Warranties of Sellers

     

    Sellers
      represent and warrant to Purchasers (which representations and warranties shall
      survive the Closing regardless of what examinations, inspections, audits and
      other investigations Purchasers have heretofore made, or may hereafter make,
      with respect to such representations and warranties) as follows:

     

    7.1  Due
      Formation.  (a)  The Company is a corporation duly
      incorporated, validly existing and in good standing under the laws of the State
      of Nevada.  The Partnership is a general partnership duly formed and
      validly existing under the laws of the State of Illinois.  The LLC is
      a limited liability company duly organized, validly existing and in good
      standing under the laws of the State of Illinois.  No Seller is
      required to be qualified as a foreign entity in any jurisdiction, other than
      in
      the States set forth in Section 7.1 of the Disclosure Schedule and each
      Seller is so qualified and in good standing therein.  Each Seller has
      all requisite corporate or partnership power and authority to carry on the
      Business and to own and use the assets and properties owned and used by
      it.

     

    (b)  The
      Partners own, beneficially and of record, all of the issued and outstanding
      partnership interests of the Partnership.  The Stockholders own,
      beneficially and of record, all of the issued and outstanding capital stock
      of
      the Company.  The Members own, beneficially and of record, all of the
      issued and outstanding membership interests of the LLC.

     

    (c)  Other
      than the Retained Entities, no Seller owns or holds, directly or indirectly,
      any
      capital stock of, or other equity interests in, any corporation, partnership,
      limited liability company, joint venture or other entity.

     

    7.2  Authority.  Each
      Seller has the corporate or partnership right and power to enter into, and
      perform its obligations under this Agreement and each other agreement delivered
      in connection herewith to which it is a party; and has taken all requisite
      corporate or partnership action to authorize the execution, delivery and
      performance of this Agreement and each such other agreement and the consummation
      of the sale of the Purchased Assets and other transactions contemplated by
      this
      Agreement; and this Agreement has been duly authorized, executed and delivered
      by such Seller and is binding upon, and enforceable against, such Seller in
      accordance with its terms, except as such enforcement may be limited by
      bankruptcy, insolvency, reorganization, moratorium or other similar laws
      affecting enforcement of creditors' rights generally and by general principles
      of equity (whether applied in a proceeding at law or in equity.)

     

    7.3  No
      Violations and Consents.  (a)  Neither the execution,
      delivery and performance of this Agreement by any Seller nor the consummation
      of
      the sale of the Purchased Assets or any other transaction contemplated by this
      Agreement, does or will, after the giving of notice, or the lapse of time,
      or
      otherwise, (i) conflict with, result in a breach of, or constitute a default
      under, the articles of incorporation, partnership agreement or by-laws of such
      Seller, or any Law or Order, or any Contract or plan to which such Seller is
      a
      party or by which such Seller or any of the Purchased Assets is subject or
      bound; (ii) result in the creation of any Lien or other adverse interest upon
      any of the Purchased Assets; (iii) terminate, amend or modify, or give any
      party
      the right to terminate, amend, modify, abandon, or refuse to perform, any
      Contract or plan to which such Seller is a party; or (iv) accelerate or modify,
      or give any party the right to accelerate or modify, the time within which,
      or
      the terms under which, any duties or obligations are to be performed, or any
      rights or benefits are to be received, under any Contract or plan to which
      such
      Seller is a party.

     

    (b)  Except
      as
      set forth in Section 7.3 of the Disclosure Schedule, no consent,
      authorization or approval of, filing or registration with or giving of notice
      to, any Governmental Authority or any other Person is necessary in connection
      with the execution, delivery and performance by any Seller of this Agreement
      or
      the consummation of the transactions contemplated hereby.

     

    7.4  Brokers.  Neither
      this Agreement nor the sale of the Purchased Assets or any other transaction
      contemplated by this Agreement was induced or procured through any Person acting
      on behalf of, or representing any Seller or any of its Affiliates as broker,
      finder, investment banker, financial advisor or in any similar
      capacity.

     

    7.5  Required
      Assets.  All of the rights, properties and assets utilized or
      required by each Seller in connection with owning and operating the Business
      are
      (a) either owned by such Seller or licensed or leased to Seller under one of
      the
      Contracts conveyed to Purchaser under this Agreement; and (b) included in the
      Purchased Assets or the Related Business Assets (other than the Retained
      Assets).

     

    7.6  Related
      Party Transactions.  Other than the Retained Entities and as set
      forth in Section 7.6 of the Disclosure Schedule, no Seller, Partner,
      Stockholder, Member or any of their Affiliates nor any of their respective
      stockholders, directors, officers or employees (a) owns five percent (5%) or
      more of any class of securities of, or has an equity interest of five percent
      (5%) or more in, any Person which has any business relationship (as lessor,
      supplier, customer, consultant or otherwise) with the Business; (b) owns, or
      has
      any interest in, any right, property or asset which is utilized or required by a
      Seller in connection with owning or operating the Business; or (c) has any
      other
      business relationship (as lessor, supplier, customer, consultant or otherwise)
      with the Business.  Without limiting the generality of the foregoing,
Section 7.6 of the Disclosure Schedule sets forth a complete and accurate
      list of (i) each parcel of real property that any Seller leases from any
      Partner, Stockholder or Member or any Interdom Related Entity and (ii) each
      Contract between any Seller, on the one hand, and any Partner, Stockholder
      or
      Member or any Affiliate of any Seller, Partner, Stockholder or Member or any
      of
      their respective stockholders, directors, officers or employees, on the other
      hand.

     

    7.7  Title
      to Purchased Assets.  (a)  On the Most Recent Year-End
      Balance Sheet Date, each Seller had, and on the date hereof such Seller has,
      good and marketable title to all of the Purchased Assets existing on such date
      free and clear of any Liens, other than Permitted Liens and Liens contemplated
      by this Agreement to be released upon the Closing.

     

    (b)  At
      the
      Closing, each Seller shall, subject to the receipt of payment pursuant to
Section 2.3(a), sell, assign, convey, transfer and deliver to Purchasers
      good and marketable title to all of the Purchased Assets free and clear of
      any
      Liens, other than Permitted Liens.

     

    (c)  Set
      forth
      as Section 7.7 of the Disclosure Schedule is a true and complete list of
      all of each Seller's tangible personal property utilized or required by such
      Seller in connection with owning or operating the Business as of April 30,
      2007,
      other than any item of such personal property having a cost basis of less than
      $1,000.

     

    7.8  Condition
      of Assets.  Except as set forth in Section 7.8 of the
      Disclosure Schedule, all of the vehicles and other transportation equipment,
      machinery, equipment, tools and other tangible personal property included in
      the
      Purchased Assets have been well maintained and are in operating condition and
      repair, ordinary wear and tear excepted, and are free from defects other than
      such minor defects as do not interfere with the intended use thereof in the
      conduct of the Business or adversely affect the resale value
      thereof.

     

    7.9  Real
      Property.  (a)  No Seller owns or has ever owned any
      real property or interests in real property, and no Seller has any outstanding
      option or right of first refusal to purchase any real property or interest
      therein.

     

    (b)  Section
      7.9 of the Disclosure Schedule sets forth a true and complete list of all
      real property leased or subleased by any of the Sellers, licensed to any of
      the
      Sellers, or otherwise used or occupied by either of the Sellers for the
      operation of the Business (the "Leased Real Property", together with a
      true and complete list of all leases (including the parties thereto, annual
      rent, expiration date and location of the real property covered thereby), lease
      guaranties, subleases, licenses, easements, and agreements for the leasing,
      use
      or occupancy of, or otherwise granting a right in or relating to the Leased
      Real
      Property, including all amendments, terminations and modifications thereof
      (each, a "Lease").  The Sellers have provided to the Purchasers
      a true and complete copy of each Lease.  With respect to each such
      Lease: (i) the applicable Seller has a valid and assignable interest or
      estate in such Lease, free and clear of all Liens; (ii) such Lease is in full
      force and effect, valid and enforceable against the applicable Seller in
      accordance with its terms; (iii) such Lease constitutes the entire agreement
      to
      which the applicable Seller is a party with respect to the subject Leased Real
      Property; (iv) the applicable Seller has not assigned, sublet, transferred,
      conveyed, mortgaged, deeded in trust or encumbered any interest in the interest
      or estate created thereby; (v) the Leased Real Property and all facilities
      located thereon have received all Permits required in connection with the
      operation thereof and are in compliance with and have been operated and
      maintained in accordance with all applicable Laws, including any zoning Laws;
      (vi) the Sellers are not in receipt of any notice of default pursuant to
      such Lease, no rentals are past due and no condition exists that is or could
      be
      a default by any party under such Lease; (vii) the Closing will not affect
      the
      enforceability against any Person of such Lease or the rights of the Purchaser
      to the continued use and possession of the Leased Real Property for the conduct
      of business as currently conducted; and (viii) there are no other parties
      occupying, or with a right to occupy granted by the Sellers, the Leased Real
      Property.

     

    (c)  All
      of
      the Leased Real Property, and all components of all improvements included within
      each Leased Real Property, including the roofs, foundations, walls and other
      structural elements thereof and the sprinkler and fire protection, heating,
      ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste
      water, storm water, paving and parking equipment, systems and facilities
      included therein, are in operating condition, working order and repair and
      do
      not require material repair or replacement in order to serve their intended
      purposes, including use and operation consistent with their present use and
      operation, except for scheduled maintenance, repairs and replacements conducted
      or required in the Ordinary Course with respect to the operation of the Leased
      Real Property.  The Leased Real Property is adequately serviced by all
      utilities utilized or necessary for the effective operations of the Business
      and
      have not, during the last two years, experienced any material interruption
      in
      the delivery of adequate quantities of any utilities (including electricity,
      telephone, natural gas, potable water, water for cooling or similar purposes
      and
      fuel oil, but excluding any electricity interruption due to storm damage) or
      other public services, including sanitary and industrial sewer services,
      utilized or required by any Seller in the operation of the Business at the
      Leased Real Property.

     

    (d)  Each
      parcel of Leased Real Property abuts on at least one side a public street or
      road in a manner so as to permit reasonable, customary and adequate commercial
      and non-commercial vehicular and pedestrian ingress, egress and access to such
      parcel, or has adequate easements across intervening property to permit
      reasonable, customary and adequate commercial and non-commercial vehicular
      and
      pedestrian ingress, egress and access to such parcel from a public street or
      road.

     

    (e)  There
      are
      no claims, governmental investigations, litigation or proceedings which are
      pending or, to the Sellers' Knowledge, threatened against the Leased Real
      Property or any Seller with respect to the Leased Real Property.

     

    (f)  No
      condemnation or eminent domain proceedings have been initiated by service of
      process on any Seller which relate to the Leased Real Property, and no such
      proceedings are, to Sellers' Knowledge, threatened or have been filed by any
      Governmental Authority with respect to the Leased Real Property.

     

    (g)  No
      Seller
      has received written notice that any improvement on the Leased Real Property
      encroaches onto (i) a parcel of land not owned or leased by any Seller or (ii)
      any part of the Leased Real Property which is subject to or encumbered by a
      right-of-way, easement or similar agreement.  To Sellers' Knowledge,
      no improvements on any parcel of property not owned or leased by any Seller
      encroaches onto the Leased Real Property.

     

    (h)  No
      Seller
      is in default under or has breached, and the Leased Real Property is not in
      violation of, and no event has occurred or is continuing which with notice
      or
      the passage of time, or both, would constitute a default by any Seller under
      any
      covenants, restrictions, rights-of-way, licenses, agreements or easements
      affecting title to or relating to the use of the Leased Real Property, and
      no
      such covenants, restriction, right-of-way, license, agreement or easement has
      impaired in any material way the right of any Seller to operate the Business
      at
      the Leased Real Property, nor has such Seller received any notice or, to
      Sellers' Knowledge, is there any fence dispute, boundary dispute, boundary
      line
      question, water dispute or drainage dispute concerning or affecting the Leased
      Real Property.

     

    7.10  Litigation
      and Compliance with Laws.  (a)  Except as set forth in
Section 7.10(a) of the Disclosure Schedule, there is no action at
      law or in equity, no arbitration proceeding, and no action, proceeding,
      complaint or investigation before or by any Governmental Authority, pending
      or,
      to Sellers' Knowledge, threatened against or affecting any Seller or the
      Business, or any of the Purchased Assets or any Seller's right to own the
      Purchased Assets or operate the Business; and, to Sellers' Knowledge, there
      are
      no facts or contemplated events which may reasonably be expected to give rise
      to
      any such claim, action, suit, proceeding, complaint or
      investigation.  No Seller or any of the Purchased Assets is subject to
      any Order.

     

    (b)  There
      are
      no claims, actions, suits, proceedings or investigations pending or, to Sellers'
      Knowledge, threatened against any Seller with respect to this Agreement, or
      in
      connection with the transactions contemplated hereby.

     

    (c)  Except
      as
      disclosed in Section 7.10(c) of the Disclosure Schedule, there is no
      labor trouble, dispute, grievance, controversy or strike pending or, to Sellers'
      Knowledge, threatened against Seller or affecting the Business.  No
      Seller is a party to or bound by any collective bargaining agreement or
      otherwise required to bargain with any union, or has any of them experienced
      within the last twenty-four months any strikes or other actions, grievances,
      claims of unfair labor practices, or other collective bargaining disputes or
      trade disputes.  No organizational effort has been made or threatened
      by any employee or by or on behalf of any labor union (which includes any
      application or request for recognition) within the last twenty-four months
      with
      respect to employees of any Seller.  To Sellers' Knowledge, no Seller
      has committed any material unfair labor practice or violated any applicable
      Laws
      within the last twenty-four months relating to employment or employment
      practices or termination of employment, including those relating to wages and
      hours, discrimination in employment, occupational health and safety, and
      collective bargaining.  Except as set forth in Section 7.10(c)
      of the Disclosure Schedule, there is no pending or, to Sellers' Knowledge,
      threatened charge or complaint against any Seller involving any employment
      matter, including any charge or complaint before the National Labor Relations
      Board, the Equal Employment Opportunity Commission, or any comparable state,
      local, or foreign agency.

     

    (d)  No
      Seller
      owns or operates, or has owned or operated, the Business or the Purchased
      Assets, in violation of any Law, other than traffic and highway violations
      incurred in the Ordinary Course.

     

    7.11  Intellectual
      Property.  (a)  Section 7.11 of the Disclosure
      Schedule sets forth the true and complete schedule of all trade names,
      trademarks, trademark registrations, trademark applications, domain names;
      servicemarks, servicemark registrations, servicemark applications; copyrights,
      copyright registrations, copyright applications; patent rights (including issued
      patents, applications, divisions, continuations and continuations-in-part,
      reissues, patents of addition, utility models and inventors' certificates)
      and
      any licenses or sublicenses with respect to the foregoing which are utilized
      or
      required in the conduct of the Business. All registrations listed in the
      Disclosure Schedule are in good standing, valid, subsisting and in full force
      and effect in accordance with their terms. Except as set forth in Section
      7.11 of the Disclosure Schedule, no licenses, sublicenses, covenants or
      agreements have been granted or entered into by any Seller in respect of any
      of
      such trade names, trademarks, servicemarks, copyrights or patents or any
      applications therefor.

     

    (b)  There
      are
      no patents, trademarks, trade names, servicemarks or copyrights necessary for
      the conduct of the Business as presently operated, except those included in
      the
      Purchased Assets.

     

    (c)  There
      is
      not now and has not been any written claim received by Sellers during the past
      three (3) years asserting any infringement, misuse or misappropriation by any
      Seller of any patent, trademark, trade name, servicemark, copyright or trade
      secret and which is owned or licensed by any third party, and there is not
      now
      any existing or, to Sellers' Knowledge, threatened claim against any Seller
      of
      infringement, misuse or misappropriation of any patent, trademark, trade name,
      servicemark, copyright or trade secret.

     

    (d)  There
      is
      no pending or threatened claim by any Seller against others for infringement,
      misuse or misappropriation of any patent, trademark, trade name, servicemark,
      copyright or trade secret owned or licensed by any Seller and which is utilized
      or required in the conduct of the Business.

     

    (e)  No
      stockholder, officer, director, employee or Affiliate of any Seller owns,
      directly or indirectly, in whole or in part, any invention, patent, proprietary
      right, trademark, servicemark, trade name, brand name or copyright or
      application therefor (i) which such Seller is presently using in the conduct
      of
      the Business; (ii) the use of which is necessary for the Business; or (iii)
      which pertains to the Business.

     

    7.12  Contracts.  (a)  Section
      7.12 of the Disclosure Schedule contains a true and complete list and
      description of all personal property leases, Leases, and all other Contracts,
      to
      which any Seller is a party and relating to the Purchased Assets or operation
      of
      the Business, except (i) purchase and sale commitments entered into in the
      Ordinary Course and involving payments to or by such Seller of $25,000 or less,
      (ii) Contracts which may be terminated by such Seller on ten (10) days or less
      written notice without penalty to such Seller; or (iii) Contracts which have
      a
      term of one (1) year or less and involve payment by or to Seller of $25,000
      or
      less.

     

    (b)  All
      Leases or other Contracts to be transferred, assigned or conveyed to Purchasers
      under this Agreement are valid, binding and enforceable against the applicable
      Seller party thereto and, to Sellers' Knowledge, the other parties thereto
      in
      accordance with their terms.  Upon consummation of the Closing, each
      Lease and other Contract shall continue in full force and effect and shall
      not
      give rise to any termination, amendment, acceleration, cancellation, penalty
      or
      other adverse consequence.

     

    (c)  No
      Seller
      or, to Sellers' Knowledge, any other Person is in breach of, or default under,
      any Lease or other Contract to be conveyed to Purchasers under this Agreement,
      and no event or action has occurred, is pending, or, to Sellers' Knowledge,
      is
      threatened, which, after the giving of notice, or the lapse of time, or
      otherwise, could constitute or result in a breach by any Seller, or to Sellers'
      Knowledge, any other Person, or a default by any Seller, or, to Sellers'
      Knowledge, any other Person, under any Lease or other Contract to be conveyed
      to
      Purchasers under this Agreement.

     

    7.13  Financial
      Statements and Related Matters.  (a)  Except as set
      forth on Section 7.13(a) of the Disclosure Schedule, the Financial
      Statements for the Partnership were prepared in accordance with GAAP
      consistently applied and present fairly the financial position and results
      of
      operations of the Partnership at the dates and for the periods indicated
      therein.  The Financial Statements for the Company and for the LLC and
      the Partnership's Special Purpose Financial Statements have not been
      audited.  Except as set forth on Section 7.13(a) of the
      Disclosure Schedule, the Financial Statements for the Company and for the LLC
      were prepared in accordance with GAAP consistently applied and present fairly
      the financial position and results of operations of the Company or the LLC
      (as
      applicable) at the dates and for the periods indicated therein.

     

    (b)  Each
      Seller maintains and complies in all material respects with a system of
      accounting controls sufficient to provide reasonable assurances that: (i) its
      business is operated in accordance with management's general or specific
      authorization; (ii) transactions are recorded as necessary to permit preparation
      of such Seller's financial statements in conformity with GAAP, and to maintain
      accountability for items therein; (iii) access to properties and assets is
      permitted only in accordance with management's general or specific
      authorization; and (iv) the recorded accountability for items is compared with
      the actual levels at regular intervals and appropriate actions are taken with
      respect to any differences.

     

    (c)  On
      the
      Most Recent Year-End Balance Sheet Date, no Seller had any Liability of the
      type
      which should be reflected in balance sheets (including the notes thereto)
      prepared in accordance with GAAP, which was not fully disclosed, reflected
      or
      reserved against in the Most Recent Year-End Balance Sheet; and, except for
      Liabilities which have been incurred since the Most Recent Year-End Balance
      Sheet Date in the Ordinary Course, since the Most Recent Year-End Balance Sheet
      Date, no Seller has incurred any Liability.

     

    (d)  All
      of
      the Accounts Receivable which are reflected in the Most Recent Year-End Balance
      Sheet were acquired by Sellers in the Ordinary Course; and all of the Accounts
      Receivable which have been or will be acquired by Sellers since the Most Recent
      Year-End Balance Sheet Date were or will be acquired in the Ordinary
      Course.  Each of the Accounts Receivables arose from bona fide sales
      of goods or services in the Ordinary Course to Persons that are not Affiliates
      of Sellers.

     

    (e)  As
      of the
      date hereof, no Seller has any Indebtedness, except as described in Section
      7.13(e) of the Disclosure Schedule; and, as of the Closing, no Seller will
      have any Indebtedness.

     

    7.14  Changes
      Since the Most Recent Year-End Balance Sheet Date.  Since the Most
      Recent Year-End Balance Sheet Date, except as set forth in Section 7.14
      of the Disclosure Schedule:

     

    (a)  The
      Business has been conducted and carried on only in the Ordinary
      Course;

     

    (b)  Except
      for supplies purchased, sold or otherwise disposed of in the Ordinary Course,
      no
      Seller has purchased, sold, leased, mortgaged, pledged or otherwise acquired
      or
      disposed of any properties or assets of or for the Business in an individual
      amount exceeding $25,000 and the Sellers, collectively, have not purchased,
      sold, leased, mortgaged, pledged or otherwise acquired or disposed of any
      properties or assets of or for the Business in an aggregate amount exceeding
      $150,000;

     

    (c)  No
      Seller
      has sustained or incurred any loss or damage (whether or not insured against)
      to
      its properties or assets on account of fire, flood, accident or other calamity
      which has interfered with or affected in any material respect, or may interfere
      with or affect in any material respect, the operation of the
      Business;

     

    (d)  No
      Seller
      has made, or become committed to make, any payment, contribution or award under
      or into any bonus, pension, profit sharing, deferred compensation or similar
      plan, program or trust covering any employee of the Business, except as
      disclosed in Section 7.18 of the Disclosure Schedule;

     

    (e)  There
      has
      been no Material Adverse Change and, to Sellers' Knowledge, no state of facts
      exists which may reasonably be expected to give rise to any Material Adverse
      Change;

     

    (f)  No
      Seller
      has made any loans, advances or capital contributions to, or investments in,
      any
      other Person;

     

    (g)  No
      Seller
      has changed any accounting systems, policies, principles or practices (including
      any change in depreciation or amortization policies or rates) used with respect
      to the Business; or

     

    (h)  No
      Seller
      has entered into, authorized or permitted any agreement or transaction with
      any
      Partner, Stockholder or any Interdom Related Entity that will survive the
      Closing.

     

    (i)  No
      Seller
      has agreed to do any of the items set forth in Sections 7.14(b), (d), (e),
      (f), (g) or (h).

     

    7.15  Insurance.  Section
      7.15 of the Disclosure Schedule sets forth and describes all policies of
      insurance which are maintained by each Seller and which relate to the Business;
      and all of such policies of insurance are in good standing, valid and
      subsisting, and in full force and effect in accordance with their
      terms.  No Seller has been refused any insurance with respect to the
      Purchased Assets or Business, and its coverage has not been limited by any
      insurance carrier to which it has applied for any such insurance or with which
      it has carried.

     

    7.16  Licenses
      and Permits.  Section 7.16 of the Disclosure Schedule sets
      forth a complete and correct list of all licenses, franchises, permits, fuel
      permits, operating authorities, state operating licenses or registrations and
      other interstate or intrastate regulatory licenses and other governmental
      authorizations held by each Seller relating to the Business (collectively,
      "Permits").  The Permits are valid and in effect and no Seller
      has received any notice that any Governmental Authority intends to cancel,
      terminate or not renew any of the same.  To Sellers' Knowledge, each
      Seller holds all permits necessary for the conduct of the Business as heretofore
      conducted.  Section 7.16 of the Disclosure Schedule sets forth
      a list of the certificates of authority that each Seller holds from the Surface
      Transportation Board to operate as a motor carrier or broker of general
      commodities and the certificates of authority that each Seller holds in certain
      states to operate as an intrastate motor carrier or broker of general
      commodities.  No certificate of authority issued to any Seller to
      operate as a motor carrier or broker is subject to pending or, to Sellers'
      Knowledge, threatened action on the part of any Governmental Authority for
      revocation, restriction or encumbrance.  Neither the U.S. Department
      of Transportation nor any state regulatory agency has issued to any Seller
      a
      safety rating of "unsatisfactory."

     

    7.17  Environmental
      Matters.  (a)  To Sellers' Knowledge, no Hazardous
      Materials have been used, transported, manufactured, processed, stored, treated
      or disposed, in, beneath or on the Leased Real Property except as necessary
      to
      the conduct of the Business and in compliance with Environmental
      Laws.  Section 7.17(a) of the Disclosure Schedule lists the
      customers for which any Seller has transported, or arranged for the
      transportation of, (i) one hundred (100) or more shipments of Hazardous
      Materials during the year ended December 31, 2006, and (ii) forty (40) or more
      shipments of Hazardous Materials during the current year period ended April
      30,
      2007.

     

    (b)  To
      Sellers' Knowledge, no Seller has transported, used, generated, treated, stored
      or disposed of Hazardous Materials on, into or beneath the surface of any of
      the
      parcels of Leased Real Property, except in compliance with applicable
      Environmental Laws.  To Sellers' Knowledge, there has not occurred,
      nor is there presently occurring, a Release or threatened Release of any
      Hazardous Material on, into, from or beneath the surface of any of the parcels
      of Leased Real Property, and no part of the Leased Real Property or, to Sellers'
      Knowledge, no part of any parcels adjacent to the Leased Real Property,
      including the ground water located thereon, is presently contaminated by
      Hazardous Materials.

     

    (c)  No
      Seller
      has treated, transported or disposed, nor has it allowed or arranged for any
      third parties to treat, transport, or dispose, any Hazardous Materials or other
      waste, (i) to or at a site which, was not lawfully permitted to receive such
      Hazardous Material or other waste for such purpose, (ii) to or at a site which
      has been placed on the National Priorities List or its state equivalent, or
      (iii) to or at a site which the United States Environmental Protection Agency
      or
      the relevant state agency has proposed or is proposing to place on the National
      Priorities List or its state equivalent, or (iv) in a manner which gives rise
      to
      liability under any Environmental Laws.  No Seller has received
      written notice, and, to Sellers' Knowledge, there are no facts which could
      give
      rise to any notice, that such Seller is, or may be, a potentially responsible
      party for a federal or state environmental cleanup site arising from or relating
      to the Business or the Purchased Assets or for corrective action arising from
      or
      relating to the Business or the Purchased Assets under any Environmental
      Law.  No Seller has (A) received any written or oral request for
      information in connection with any federal or state environmental cleanup site
      arising from or relating to the Business or Purchased Assets or (B) undertaken
      (or been requested to undertake) any response or remedial actions or cleanup
      action of any kind arising from or relating to the Business or the Purchased
      Assets at the request of any Governmental Authority, or at the request of any
      other Person.

     

    (d)  Except
      as
      identified in Section 7.17(d) of the Disclosure Schedule, to Sellers'
      Knowledge, there are no underground storage tanks, aboveground storage tanks,
      asbestos containing materials, or PCB containing capacitors, transformers or
      other equipment on any of the parcels of Leased Real Property.  To
      Sellers' Knowledge, there has been no Release from any underground or
      aboveground storage tank or any PCB containing transformer, capacitor or
      equipment, other than in compliance with applicable Laws, and none of the
      underground or aboveground storage tanks or the PCB containing capacitors,
      transformers or equipment identified in Section 7.17(d) of the Disclosure
      Schedule has within the last three (3) years been, and none now need to be,
      repaired or replaced.

     

    (e)  Section
      7.17(e) of the Disclosure Schedule identifies and Sellers have provided to
      Purchasers copies of (i) all environmental audits, assessments, or occupational
      health studies in the possession of any Seller with respect to the Business
      or
      the Purchased Assets within the past three (3) years, (ii) the results of any
      groundwater, soil, air or asbestos monitoring undertaken with respect to any
      of
      the parcels of Leased Real Property, (iii) all citations issued with respect
      to
      the Business or the Purchased Assets within the past three years under the
      Occupational Safety and Health Act (29 U.S.C. Sections 651 et seq.) and (iv)
      all
      written claims, liabilities, litigation, notices of violation, administrative
      proceedings, whether pending or threatened, or Orders issued with respect to
      the
      Business within the past three years under applicable Environmental
      Laws.

     

    (f)  No
      Seller
      (i) has pending or on file any application to treat, incinerate or dispose
      of
      PCBs or holds any permit, license or right to incinerate PCBs, (ii) engages
      (or
      has engaged) in the land filling of Hazardous Materials except in compliance
      with applicable Environmental Laws or (iii) engages (or has engaged) in any
      road
      oiling activities nor have they applied or used oil or Hazardous Materials
      for
      dust control or paving purposes.

     

    (g)  Each
      Seller has been and is in compliance with all applicable Environmental Laws,
      including obtaining and maintaining in effect all permits, licenses or other
      authorizations required by applicable Environmental Laws, and each Seller has
      been and is currently in compliance with all such permits, licenses and
      authorizations.

     

    7.18  Employee
      Benefit Plans.  (a)  Except as set forth in Section
      7.18 of the Disclosure Schedule, no Seller maintains, sponsors, contributes
      to or has any Liability (including potential liability by reason of it being
      an
      ERISA Affiliate with respect to another entity) with respect to:

     

    (i)  any
      "employee welfare benefit plan" or "employee pension benefit plan" as those
      terms are respectively defined in sections 3(1) and 3(2) of ERISA, or any
      "multiemployer plan" (as defined in section 3(37) or Section 4001(3) of ERISA)
      (a "Multiemployer Plan");

     

    (ii)  any
      retirement or deferred compensation plan, incentive compensation plan, stock
      plan, unemployment compensation plan, vacation pay, severance pay, bonus or
      benefit arrangement, insurance or hospitalization program or any other fringe
      benefit arrangements for any current or former employee, director, consultant
      or
      agent, whether pursuant to contract, arrangement, custom or informal
      understanding, which does not constitute an "employee benefit plan" (as defined
      in section 3(3) of ERISA); or

     

    (iii)  any
      employment agreement.

     

    (b)  A
      true
      and complete copy of each of the plans, arrangements and agreements set forth
      in
Section 7.18 of the Disclosure Schedule (collectively, the "Benefit
      Plans"), and all contracts or agreements relating thereto, or to the funding
      thereof, including all trust agreements, insurance contracts, administration
      contracts, investment management agreements, subscription and participation
      agreements, and recordkeeping agreements, each as in effect on the date hereof,
      has been provided to Purchasers.  In the case of any Benefit Plan
      which is not in written form, Purchasers have been provided with a true and
      complete description of such Benefit Plan as in effect on the date
      hereof.  A true and complete copy of the three most recent annual
      reports, and the most recent summary plan description and IRS determination
      letter with respect to each such Benefit Plan, to the extent applicable, and
      a
      current schedule of assets (and the fair market value thereof assuming
      liquidation of any asset which is not readily tradeable) held with respect
      to
      any funded Benefit Plan has been provided to Purchasers.

     

    (c)  As
      to all
      Benefit Plans:

     

    (i)  All
      Benefit Plans comply and have been administered in form and in operation with
      all requirements of Law applicable thereto, and there has been no notice issued
      by any Governmental Authority questioning or challenging such
      compliance.

     

    (ii)  All
      Benefit Plans that are employee pension benefit plans (as defined in section
      3(2) of ERISA) comply in form and in operation with all applicable requirements
      of sections 401(a) and 501(a) of the Code; each such Benefit Plan has a current
      determination letter issued with respect thereto by the IRS; and no event has
      occurred which will or could give rise to disqualification of any such Benefit
      Plan under such sections or to a tax under section 511 of the Code.

     

    (iii)  None
      of
      the assets of any Benefit Plan is invested in employer securities or employer
      real property.

     

    (iv)  Each
      of
      the Benefit Plans complies with the requirements of section 409A of the
      Code.

     

    (v)  All
      contributions and premiums required by Law or the terms of a Benefit Plan to
      be
      paid prior to the Closing have been or will be timely made or paid in full
      prior
      to the Closing.

     

    (vi)  There
      has
      been no act or omission which has given rise to or may give rise to fines,
      penalties, taxes, or related charges under sections 502(c), 502(i), 502(l)
      or
      4071 of ERISA or Chapters 43, 47, or 68 of the Code for which any Seller or
      any
      ERISA Affiliate of any Seller may be liable.  No action has been taken
      to correct any defects with respect to any Benefit Plan under any IRS correction
      procedure and, to Sellers' Knowledge, no such action is required.

     

    (vii)  Neither
      the execution of this document nor the consummation of the transactions
      contemplated by this Agreement will, either alone or in combination with another
      event, result in (A) any payment of severance or other compensation to any
      current or former employee of any Seller or (B) result in the acceleration
      of
      the time of payment or vesting of any compensation or benefit.

     

    (viii)  There
      are
      no actions, suits or claims (other than routine claims for benefits) pending
      or,
      to Sellers' Knowledge, threatened involving such Benefit Plans or the assets
      thereof, and, to Sellers' Knowledge, no facts exist which could give rise to
      any
      such actions, suits or claims (other than routine claims or
      benefits).

     

    (ix)  No
      Benefit Plan is subject to Title IV of ERISA or the funding requirements of
      Section 412 of the Code; and no benefit plan is a Multiemployer
      Plan.

     

    (x)  Each
      Benefit Plan which constitutes a "group health plan" (as defined in section
      607(1) of ERISA or section 4980B(g)(2) of the Code), has been operated in
      compliance with applicable Law.

     

    (xi)  No
      Seller
      or any ERISA Affiliate of any Seller has Liability under any Benefit Plan or
      otherwise for providing post-retirement medical or life insurance benefits,
      other than statutory liability for providing group health plan continuation
      coverage under Part 6 of Title 1 of ERISA and section 4980B (or any predecessor
      section thereto) of the Code.

     

    (xii)  There
      has
      been no act or omission that would impair the right or ability of any Seller
      or
      any ERISA Affiliate of any Seller unilaterally to amend or terminate any Benefit
      Plan.

     

    (d)  Prior
      to
      the date hereof, Sellers have provided to Purchasers a true and complete list
      of
      all of its employees and their respective salary or wages.

     

    7.19  Taxes.  (a)  Sellers
      have complied with all Laws relating to Taxes and have duly and timely filed
      all
      Tax Returns relating to the Purchased Assets, the Business, or the Transferred
      Employees that were due.  All such returns are true, correct, and
      complete and were timely prepared and filed in accordance with applicable
      Law.  All Taxes due and payable with respect to any returns (whether
      or not shown as payable), or otherwise due and payable by the Sellers with
      respect to the Purchased Assets, the Business, or the Transferred Employees
      or
      for which the Sellers could be liable as a result of transferee liability,
      joint
      and several liability, contractual liability, or otherwise, have been timely
      paid to the appropriate taxing authority.  There are no existing Tax
      Liens (other than Liens for current Taxes not yet due and payable) upon the
      properties or assets of any Seller.  All applicable sales Taxes were
      paid by the Sellers when the Purchased Assets were acquired.  No
      Seller has at any time been required to collect and remit sales and use Taxes
      to
      any taxing authority, nor will the transactions contemplated by this Agreement
      cause any of Sellers to be subject to any such requirements.  Sellers
      have provided Purchasers true, correct, and complete copies of (i) all material
      federal, state, local, and foreign tax returns filed by any Seller (or their
      Affiliates) with respect to the Business, the Purchased Assets, or the
      Transferred Employees in the past five years; and (ii) all material notices,
      correspondence, and similar materials received by any Seller (or their
      Affiliates) from any taxing authority relating to the Business, the Purchased
      Assets, or the Transferred Employees or Taxes associated therewith.

     

    (b)  Sellers
      have (i) withheld all required amounts from payments to employees and timely
      remitted such amounts to the proper agencies in accordance with applicable
      laws;
      (ii) withheld all required amounts from payments to agents, contractors and
      nonresidents related to the Business and timely remitted such amounts to the
      proper agencies; (iii) timely paid all employer contributions and premiums
      to
      the proper agencies; and (iv) filed all federal, state, local and foreign
      returns and reports with respect to employee income tax withholding, social
      security Taxes and premiums, and unemployment Taxes and premiums related to
      the
      Business or the Transferred Employees, all in compliance with applicable
      laws.

     

    (c)  No
      portion of the cost of any of the Purchased Assets was financed directly or
      indirectly from the proceeds of any tax exempt state or local government
      obligation described in Code Section 103(a).  None of the Purchased
      Assets is tax exempt use property under Code Section 168(h).  None of
      the Purchased Assets is property that any Seller is required to treat as being
      owned by any other Person pursuant to the safe harbor lease provision of former
      Code Section 168(f)(8).  None of the Purchased Assets constitutes
      stock in a corporate subsidiary or a joint venture, partnership, limited
      liability company interest, or other arrangement or contract which is taxed
      as a
      partnership for U.S. federal income tax purposes.

     

    (d)  No
      Seller
      is a foreign person within the meaning of Code Section 1445.  No
      Seller has (or has previously had any) permanent establishment in any foreign
      country and no Seller engages (or has previously engaged) in a trade or business
      within the meaning of the Code relating to the creation of a permanent
      establishment in any foreign country.

     

    (e)  Neither
      the Code nor any other provision of law requires the Purchasers to withhold
      any
      portion of the Purchase Price.

     

    (f)  No
      Seller
      has any obligation for Taxes pursuant to any contract that either Purchaser
      is
      assuming as a result of the transactions contemplated by this
      Agreement.  No Seller has extended any statute of limitations relating
      to Taxes for which either Purchaser could be liable under this Agreement or
      pursuant to applicable Law.  No taxing authority has made a claim that
      as a result of conducting the Business, owning any Purchased Assets, or
      employing any Transferred Employee any Seller is obligated to pay Taxes in
      a
      jurisdiction in which such Seller is not filing tax returns.  No
      audits or other proceedings are ongoing or, to Sellers' Knowledge, threatened
      with respect to any Taxes relating to the Business, the Purchased Assets, or
      the
      Transferred Employees for which either Purchaser could have liability under
      this
      Agreement or under applicable Laws.  There are no unpaid or proposed
      assessments for Taxes with respect to any of the Purchased Assets.

     

    (g)  No
      Seller
      is party to any contract, plan, or other arrangement with any Transferred
      Employee or other person that is being assumed by Purchasers which could (either
      alone or aggregated with other payments) give rise to a payment (or another
      benefit) that is not deductible under Code section 280G or subject to the excise
      Tax under Code section 4999.

     

    7.20  Suppliers;
      Customers; BNSF and NS.

     

    (a)  Suppliers.  Section
      7.20(a) of the Disclosure Schedule sets forth the ten (10) largest suppliers
      of Sellers on a combined basis (based on dollar amounts
      paid by Sellers for products or services supplied to Sellers) for the year
      ended
      December 31, 2006 and the current year period ended April 30, 2007 (the
      "Material Suppliers") and the amounts paid by Sellers to such Material
      Suppliers during such periods.  Except as set forth in Section
      7.20(a) of the Disclosure Schedule, (i) all Material Suppliers continue to
      be suppliers of Sellers; (ii) no Seller has received any notice, nor is any
      Seller otherwise aware, that any Material Supplier intends to reduce materially
      its business with Sellers from the levels achieved during the year ended
      December 31, 2006 or the current year period ended April 30, 2007; (iii) since
      the Most Recent Year-End Balance Sheet Date, no Material Supplier has terminated
      its relationship with any Seller or, to Sellers' Knowledge, threatened to do
      so;
      (iv) since the Most Recent Year-End Balance Sheet Date, no Material Supplier
      has
      modified or, to Sellers' Knowledge, indicated that it intends to modify its
      relationship with, or rates it charges to, any Seller in a manner which is
      less
      favorable in any material respect to such Seller or has agreed not to or, to
      Sellers' Knowledge, indicated it will not agree to do business on such rates,
      terms and conditions at least as favorable as the rates, terms and conditions
      provided to such Seller on the Most Recent Year-End Balance Sheet Date; and
      (v)
      no Seller is involved in any material claim, dispute or controversy with any
      Material Supplier.  No Material Supplier has threatened to take any of
      the actions described in this Section 7.20(a) as a result of the
      transactions contemplated by this Agreement.  To Sellers' Knowledge,
      since the Most Recent Year-End Balance Sheet Date, there has been no other
      adverse change in the relationship between any Seller and any Material
      Supplier.

     

    (b)  Customers.  Section
      7.20(b) of the Disclosure Schedule sets forth the nineteen (19) largest
      customers of Sellers on a combined basis (based on dollar amounts of services
      purchased from Sellers) for the year ended December 31, 2006 and the current
      year period ended April 30, 2007 (the "Material Customers") and the
      amounts for which Sellers invoiced such Material Customers during such
      periods.  Except as set forth in Section 7.20(b) of the
      Disclosure Schedule, (i) all Material Customers continue to be customers of
      Sellers, (ii) no Seller has received any notice, nor is any Seller otherwise
      aware, that any Material Customer will reduce materially its business with
      Sellers from the levels achieved during the year ended December 31, 2006 or
      the
      current year period ended April 30, 2007; (iii) since the Most Recent Year-End
      Balance Sheet Date, no Material Customer has terminated its relationship with
      any Seller or, to Sellers' Knowledge, threatened to do so; (iv) since the Most
      Recent Year-End Balance Sheet Date, no Material Customer has modified or, to
      Sellers' Knowledge, indicated that it intends to modify its relationship with,
      or rates it pays to, any Seller in a manner which is less favorable in any
      material respect to such Seller or has agreed not to or, to Sellers' Knowledge,
      indicated it will not agree to do business on such rates, terms and conditions
      at least as favorable as the rates, terms and conditions provided to such Seller
      on the Most Recent Year-End Balance Sheet Date; and (v) no Seller is involved
      in
      any material claim, dispute or controversy with any Material
      Customer.  No Material Customer has threatened to take any of the
      actions described in this Section 7.20(b) as a result of the transactions
      contemplated by this Agreement.  To Sellers' Knowledge, since the Most
      Recent Year-End Balance Sheet Date, there has been no other adverse change
      in
      the relationship between any Seller and any Material Customer.

     

    (c)  BNSF
      and NS Contract,  No Seller has received any notice, nor is any
      Seller otherwise aware, that either of Burlington Northern Santa Fe Corporation
      ("BNSF") or Norfolk Southern ("NS") will reduce materially its
      business with any Seller from the levels achieved during the year ended December
      31, 2006 or the current year period ended
      April 30, 2007.  Since the Most Recent Year-End Balance
      Sheet Date, (i) neither BNSF nor NS has terminated its relationship with any
      Seller or, to Sellers' Knowledge, threatened to do so; (ii) neither BNSF nor
      NS
      has modified or, to Sellers' Knowledge, indicated that it intends to modify
      its
      relationship with, or the rates it charges to, any Seller in a manner which
      is
      less favorable in any material respect to such Seller or has agreed not to
      or,
      to Sellers' Knowledge, indicated it will not agree to do business on such rates,
      terms and conditions at least as favorable as the rates, terms and conditions
      provided to such Seller on the Most Recent Year-End Balance Sheet Date; and
      (iii) no Seller is involved in any material claim, dispute or controversy with
      either BNSF or NS.  Neither BNSF nor NS has notified Sellers that it
      may take any of the actions described in this Section 7.20(c) as a result
      of the transactions contemplated by this Agreement.  To Sellers'
      Knowledge, since the Most Recent Year-End Balance Sheet Date, there has been
      no
      other adverse change in the relationship between any Seller and either BNSF
      or
      NS.

     

    7.21  Full
      Disclosure.  No representation or warranty of Sellers contained in
      this Agreement or the Disclosure Schedule contains any untrue statement of
      a
      material fact or omits to state a material fact required to be stated therein
      or
      necessary to make the statements made, in the context in which made, not
      materially false or misleading.

     

    ARTICLE
      VIII

     

    Representations
      and Warranties of Purchasers

     

    Purchasers
      represent and warrant to Sellers (which representations and warranties shall
      survive the Closing regardless of what examinations, inspections, and other
      investigations Sellers have heretofore made, or may hereafter make, with respect
      to such representations and warranties) as follows:

     

    8.1  Due
      Incorporation.  Each Purchaser is a corporation duly incorporated,
      validly existing and in good standing under the laws of the State of
      Delaware.

     

    8.2  Authority.  Each
      Purchaser has the corporate right and power to enter into, and perform its
      obligations under this Agreement and each other agreement delivered in
      connection herewith to which it is a party, and has taken all requisite
      corporate action to authorize the execution, delivery and performance of this
      Agreement and such other agreements and the consummation of the purchase of
      the
      Purchased Assets and other transactions contemplated by this Agreement; and
      this
      Agreement has been duly executed and delivered by each Purchaser and each is
      binding upon, and enforceable against, such Purchaser in accordance with its
      terms; except as such enforcement may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws affecting enforcement of
      creditors' rights generally and by general principles of equity (whether applied
      in a proceeding at law or in equity.)

     

    8.3  No
      Violations.  Neither the execution, delivery or performance of
      this Agreement by either Purchaser, nor the consummation of the purchase of
      the
      Purchased Assets or any other transaction contemplated by this Agreement, does
      or will, after the giving of notice, or the lapse of time, or otherwise conflict
      with, result in a breach of, or constitute a default under, the certificate
      of
      incorporation or by-laws of such Purchaser, or any Law or Order, or any Contract
      or plan to which such Purchaser is a party.

     

    8.4  Brokers.  Neither
      this Agreement nor the purchase of the Purchased Assets or any other transaction
      contemplated by this Agreement was induced or procured through any Person acting
      on behalf of, or representing, either Purchaser or any of their respective
      Affiliates as broker, finder, investment banker, financial advisor or in any
      similar capacity.

     

    ARTICLE
      IX

     

    Conditions
      to Closing Applicable to Purchasers

     

    The
      obligations of Purchasers hereunder (including the obligation of Purchasers
      to
      close the transactions herein contemplated) are subject to the following
      conditions precedent:

     

    9.1  No
      Termination.  Neither Purchasers nor Sellers shall have terminated
      this Agreement pursuant to Section 11.1.

     

    9.2  Bring-Down
      of Sellers' Warranties and Covenants.  The warranties and
      representations made by Sellers herein to Purchasers shall be true and correct
      in all material respects on and as of the Closing Date with the same effect
      as
      if such warranties and representations had been made on and as of the Closing
      Date and Sellers shall have performed and complied with all agreements,
      covenants and conditions on its part required to be performed or complied with
      on or prior to the Closing Date; and at the Closing, Purchasers shall have
      received a certificate executed by the President of each Seller to the foregoing
      effect.

     

    9.3  No
      Material Adverse Change.  Since the Interim Balance Sheet Date,
      there shall have been no Material Adverse Change and no material change in
      any
      Seller's relationship with its employees or in the anticipated integration
      of
      any Seller's employees with any Purchaser's employees, in each case, as
      determined in the reasonable discretion of Purchasers.

     

    9.4  Pending
      Actions.  No investigation, action, suit or proceeding by any
      Governmental Authority and no action, suit or proceeding by any other Person,
      shall be pending on the Closing Date which challenges, or might result in a
      challenge to, this Agreement or any transactions contemplated hereby, or which
      claims, or might give rise to a claim for, damages against Purchasers in a
      material amount as a result of the consummation of this Agreement.

     

    9.5  Required
      Contract Consents.  Purchasers shall have received evidence
      reasonably satisfactory to it of the receipt of the required consents listed
      in
Schedule 9.5.

     

    9.6  Required
      Governmental Approvals.  Purchasers shall have received all
      required consents, approvals or authorizations of any Governmental Authority
      required on the part of Sellers in connection with the performance by Sellers
      of
      their obligations under this Agreement and the consummation of the transactions
      contemplated hereby, including any consents, approvals or authorizations
      described in the Disclosure Schedule, and Sellers shall have complied with
      any
      applicable provisions of Law requiring any notification, declaration, filing,
      registration and/or qualification with any Governmental Authority in connection
      with such performance and consummation.

     

    9.7  Required
      Permits.  Purchasers shall have obtained those material permits,
      licenses, qualifications, registrations, authorizations and other approvals
      of
      Governmental Authorities necessary for Purchasers to operate the Business in
      substantially the same manner as operated by Sellers prior to the
      Closing.

     

    9.8  Due
      Diligence.  Purchasers shall have completed their due diligence
      investigation of the Business and the Sellers (including the Partnership’s
      Special Purpose Financial Statements) and shall be reasonably satisfied with
      the
      results of such investigation.

     

    9.9  Environmental
      Assessment Report.  Purchasers shall have received an
      environmental Phase I report with respect to the parcels of Leased Real Property
      listed in Schedule 9.9 and Purchasers shall be reasonably satisfied with
      the findings, recommendations and conclusions set forth in each such
      report.

     

    9.10  Retained
      Earnings.  Purchasers shall be reasonably satisfied that the
      Estimated Retained Earnings Adjustment Amount is a fair approximation of the
      expected Final Retained Earnings Adjustment Amount.

     

    9.11  Non-Foreign
      Person Certification.  Each Seller shall have delivered to
      Purchasers a certificate, duly completed and executed by such Seller pursuant
      to
      Section 1.1445-2(b)(2) of the Treasury Regulations, certifying that such Seller
      is not a "foreign person" within the meaning of Section 1445 of the
      Code.

     

    9.12  All
      Necessary Documents.  All proceedings to be taken in connection
      with the consummation of the transactions contemplated by this Agreement and
      all
      documents incident thereto, shall be reasonably satisfactory in form and
      substance to Purchasers and Purchasers shall have received copies of such
      documents as Purchasers may reasonably request in connection therewith,
      including those documents to be delivered pursuant to Section
      3.2.

     

    Purchasers
      shall have the right to waive any of the foregoing conditions
      precedent.

     

    ARTICLE
      X

     

    Conditions
      to Closing Applicable to Sellers

     

    The
      obligations of Sellers hereunder (including the obligation of Sellers to close
      the transactions herein contemplated) are subject to the following conditions
      precedent:

     

    10.1  No
      Termination.  Neither Purchasers nor Sellers shall have terminated
      this Agreement pursuant to Section 11.1.

     

    10.2  Bring-Down
      of Purchasers' Warranties and Covenants.  All warranties and
      representations made by Purchasers herein to Sellers shall be true and correct
      in all material respects on and as of the Closing Date with the same effect
      as
      if such warranties and representations had been made on and as of the Closing
      Date, and Purchasers shall have performed and complied with all agreements,
      covenants and conditions on its part required to be performed or complied with
      on or prior to the Closing Date, and at the Closing, Sellers shall have received
      a certificate executed by the President or any Vice President of each Purchaser
      to the foregoing effect.

     

    10.3  Pending
      Actions.  No investigation, action, suit or proceeding by any
      Governmental Authority, and no action, suit or proceeding by any other Person,
      shall be pending on the Closing Date which challenges or might result in a
      challenge to this Agreement or any transaction contemplated hereby, or which
      claims, or might give rise to a claim for, damages against Sellers in a material
      amount as a result of the consummation of the transactions contemplated
      hereby.

     

    10.4  All
      Necessary Documents.  All proceedings to be taken in connection
      with the consummation of the transactions contemplated by this Agreement, and
      all documents incident thereto, shall be reasonably satisfactory in form and
      substance to Sellers, and Sellers shall have received copies of such documents
      as it may reasonably request in connection therewith, including those documents
      to be delivered pursuant to Section 3.3.

     

    Sellers
      shall have the right to waive any of the foregoing conditions
      precedent.

     

    ARTICLE
      XI

     

    Termination

     

    11.1  Termination.  This
      Agreement may be terminated at any time prior to the Closing only as
      follows:

     

    (a)  by
      mutual
      consent of Purchasers and Sellers;

     

    (b)  by
      Purchasers or by Sellers, if at or before the Closing any condition set forth
      herein for the benefit of Purchasers or Sellers, respectively, shall not have
      been timely met or cannot be timely met; provided, the party seeking to
      terminate is not in breach of or default under this Agreement;

     

    (c)  by
      Purchasers if the Closing of the transactions contemplated by this Agreement
      shall not have occurred on or before June 30, 2007, or such later date as may
      have been agreed upon in writing by the parties hereto; provided, Purchasers
      are
      not in breach of or default under this Agreement;

     

    (d)  by
      Purchasers at any time prior to the Closing in the event Sellers have provided
      any written notice to Purchasers pursuant to Section 5.2(b);
      or

     

    (e)  by
      Purchasers or by Sellers if any representation or warranty made herein for
      the
      benefit of Purchasers or Sellers, respectively, is untrue in any material
      respect, or Sellers or Purchasers, respectively, shall have defaulted in any
      material respect in the performance of any material obligation under this
      Agreement.

     

    If
      either
      party terminates this Agreement pursuant to this Article XI, all rights
      and obligations of Sellers and Purchasers hereunder (except for Purchasers'
      obligations under Section 5.6(c), the Partnership's and the Parent's
      obligations under the Confidentiality Agreement heretofore executed by such
      parties and the obligations of the parties under Article XIII) shall
      terminate without any liability of either party, other than any liability of
      any
      party for the breach of its obligations hereunder.

     

    ARTICLE
      XII

     

    Indemnification

     

    12.1  Indemnification
      by Sellers.  Subject to the provisions of this
Article XII, Sellers covenant and agree after the Closing to
      indemnify, defend and hold harmless the Purchasers and their Affiliates
      (including Parent and other stockholders) (collectively, the "Purchaser
      Indemnitees"), from and against any and all Adverse Consequences incurred or
      suffered by the Purchaser Indemnitees arising or resulting from any of the
      following:

     

    (a)  any
      inaccuracy in or breach of, or, with respect to a third-party claim, any alleged
      breach or inaccuracy of, any representation or warranty of Sellers set forth
      in
      this Agreement (or the Disclosure Schedule) or in any document or certificate
      delivered by Sellers, the Partners, the Stockholders or any Interdom Related
      Entity in connection with this Agreement;

     

    (b)  any
      breach of any covenant or agreement of Sellers, the Partners or the Stockholders
      set forth herein or in any document or certificate delivered by Sellers, the
      Partners or the Stockholders or any Interdom Related Entity in connection with
      this Agreement;

     

    (c)  any
      Retained Liabilities;

     

    (d)  any
      Retained Assets;

     

    (e)  the
      following Taxes: (i) the Sellers' allocable share of any Transfer Taxes (as
      determined pursuant to Section 2.9) imposed on any Purchaser Indemnitee
      as a result of the transactions contemplated by this Agreement; (ii) all Taxes
      of the Sellers (including Taxes for which any Seller is liable as a result
      of
      transferee liability, joint and several liability, contractual liability, or
      otherwise) unrelated to the Purchased Assets, the Business, and the Transferred
      Employees; and (iii) all Taxes (other than Assumed Taxes) for periods ending
      on
      or before the Closing Date that are related to the Purchased Assets, the
      Business, and the Transferred Employees.  For purposes of this
      subsection, (i) Taxes determined by reference to income, capital gains, gross
      income, gross receipts, sales, net profits, windfall profits or similar items
      or
      resulting from a transfer of assets incurred during a period beginning before
      and ending after the Closing Date shall be allocated between the portion of
      the
      period beginning prior to and ending on the Closing Date and the portion of
      the
      period ending after the Closing Date based on the date on which such items
      accrued; (ii) Taxes such as real property Taxes and personal property Taxes
      shall be allocated between the portion of a period ending on the Closing Date
      and the portion of the period ending after the Closing Date on a per diem basis
      based on the number of days in the period; and (iii) any interest, penalties,
      additions to tax or additional amounts that relate to Taxes for any period,
      or a
      portion of any period, ended on or before the Closing Date shall be treated
      as
      occurring on or prior to the Closing Date whether such items are incurred,
      accrued, assessed or similarly charged on, before or after the Closing Date;
      or

     

    (f)  any
      liability or obligation relating to any matter described on Schedule
      12.1(f).

     

    For
      the
      avoidance of doubt, Sellers shall have no obligation under this Section
      12.1 to indemnify the Purchaser Indemnitees in any amount in excess of the
      actual Adverse Consequences incurred or suffered by the Purchaser Indemnitees;
      provided, however, that actual Adverse Consequences may include damages
      calculated on a "multiple of earnings" basis in the event the Adverse
      Consequences incurred or suffered by the Purchaser Indemnitees arose or resulted
      from a breach or default that affected the net income of any Seller during
      the
      three-year period ending on December 31, 2006.

    


    12.2  Indemnification
      by Purchaser.  Subject to the provisions of this
Article XII, Purchasers covenant and agree after the Closing to
      indemnify, defend and hold harmless Sellers, the Partners, the Principal
      Stockholders and the Members (together, the "Seller Indemnitees") from
      and against any and all Adverse Consequences incurred or suffered by the Seller
      Indemnitees arising or resulting from, directly or indirectly, any of the
      following:

     

    (a)  any
      inaccuracy in or breach of, or, with respect to a third-party claim, any alleged
      breach or inaccuracy of, any representation or warranty of Purchasers set forth
      in this Agreement or in any document or certificate delivered by Purchasers
      in
      connection with this Agreement;

     

    (b)  any
      breach of any covenant or agreement of Purchasers set forth herein or in any
      document or certificate delivered by Purchasers in connection with this
      Agreement;

     

    (c)  any
      Assumed Liability; or

     

    (d)  the
      Purchasers' allocable share of any Transfer Taxes (as determined pursuant to
      Section 2.9) imposed on any Seller Indemnitee as a result of the
      transactions contemplated by this Agreement.

     

    12.3  Claim
      Procedure/Notice of Claim.

     

    (a)  A
      party
      entitled, or seeking to assert rights, to indemnification under this
Article XII (an
      "Indemnified Party") shall
      give written notification (a
      "Claim Notice") to the party
      from whom indemnification is sought (an
      "Indemnifying Party") which
      contains (i) a description and the amount (the
      "Claimed Amount"), if then
      known, of any Adverse Consequences incurred or reasonably expected to be
      incurred by the Indemnified Party and (ii) a statement that the Indemnified
      Party is entitled to indemnification under this Article XII for such
      Adverse Consequences and a reasonable explanation of the basis
      therefor.

     

    (b)  Within
      twenty (20) days after receipt of a Claim Notice (other than a Claim Notice
      based on a third-party claim), the Indemnifying Party shall deliver to the
      Indemnified Party a written response (the "Response") in which the
      Indemnifying Party shall either: (i) agree that the Indemnified Party is
      entitled to receive all of the Claimed Amount or (ii) dispute that the
      Indemnified Party is entitled to receive any or all of the Claimed Amount and
      the basis for such dispute (in such an event, the Response shall be referred
      to
      as an
      "Objection Notice").  If
      no Response is delivered by the Indemnifying Party to the Indemnified Party
      within such 20-day period, the Indemnifying Party shall be deemed to have agreed
      that an amount equal to the entire Claimed Amount shall be payable to the
      Indemnified Party and such Claimed Amount shall be promptly paid to Purchaser
      or
      Sellers, as applicable.

     

    (c)  In
      the
      event that the parties are unable to agree on whether Adverse Consequences
      exist
      or on the amount of such Adverse Consequences within the 20-day period after
      receipt of a Claim Notice, either Purchasers or Sellers may (but are not
      required to do so) petition or file an action in a court of competent
      jurisdiction for resolution of such dispute.

     

    (d)  In
      the
      event that the Indemnified Party is entitled, or is seeking to assert rights,
      to
      indemnification under this Article XII relating to a third-party claim,
      the Indemnified Party shall give written notification to the Indemnifying Party
      of the commencement of any suit or other legal proceeding relating to such
      third-party claim.  Such notification shall be given within twenty
      (20) days after receipt by the Indemnified Party of notice of such suit or
      proceeding, shall be accompanied by reasonable supporting documentation
      submitted by such third party (to the extent then in the possession of the
      Indemnified Party) and shall describe in reasonable detail (to the extent known
      by the Indemnified Party) the facts constituting the basis for such suit or
      proceeding and the amount of the claimed Adverse Consequences, if then known;
      provided, however, that no delay or deficiency on the part of the Indemnified
      Party in so notifying the Indemnifying Party shall relieve the Indemnifying
      Party of any liability or obligation hereunder except to the extent of any
      Adverse Consequences caused by or arising out of such failure.  Within
      twenty (20) days after receipt of such notification, the Indemnifying Party
      may,
      upon written notice thereof to the Indemnified Party, assume control of the
      defense of such suit or proceeding with counsel selected by the Indemnifying
      Party and reasonably satisfactory to the Indemnified Party; provided,
however, that (i) the Indemnifying Party may only assume control of
      such
      defense if it acknowledges in writing to the Indemnified Party that any Adverse
      Consequences that may be assessed against the Indemnified Party in connection
      with such suit or proceeding constitute Adverse Consequences for which the
      Indemnified Party shall be indemnified pursuant to this Article XII, and
      (ii) the Indemnifying Party may not assume control of the defense of a suit
      or
      proceeding (A) involving criminal liability, (B) in which any relief other
      than
      monetary damages is sought against the Indemnified Party, or (C) in which
      increased statutory, enhanced or treble damages are sought based on willful
      misconduct.  In addition, notwithstanding anything to the contrary in
      the foregoing, in the event that an Indemnified Party in good faith determines
      that the conduct of the defense of any claim, suit or proceeding or any proposed
      settlement of any such claim, suit or proceeding by the Indemnifying Party
      might
      be expected to adversely affect the Indemnified Party's Tax liability or the
      ability of the Indemnified Party to conduct its business (including,
      relationships with Governmental Authorities, customers, suppliers or other
      Persons with whom the Indemnified Party conducts business), the Indemnified
      Party shall have the right at all times to take over and assume control over
      the
      defense, settlement or negotiations relating to any such claim, suit or
      proceeding with counsel reasonably satisfactory to the Indemnified Party at
      the
      sole cost of the Indemnifying Party.  If the Indemnifying Party does
      not so assume control of such defense, the Indemnified Party shall control
      such
      defense at the Indemnifying Party's expense with counsel selected by the
      Indemnified Party.  The party not controlling such defense (the
      "Non-controlling Party")
      may participate therein at its own expense; provided, however, that if the
      Indemnifying Party assumes control of such defense and the Indemnified Party
      reasonably concludes that the Indemnifying Party and the Indemnified Party
      have
      conflicting interests or different defenses available with respect to such
      suit
      or proceeding, the reasonable fees and expenses of counsel to the Indemnified
      Party shall be considered "Adverse Consequences" for purposes of this
      Agreement.  The party controlling such defense (the
      "Controlling Party") shall
      keep the Non-controlling Party reasonably advised of the status of such suit
      or
      proceeding and the defense thereof and shall consider in good faith
      recommendations made by the Non-controlling Party with respect
      thereto.  The Non-controlling Party shall furnish the Controlling
      Party with such information as it may have with respect to such suit or
      proceeding (including copies of any summons, complaint or other pleading which
      may have been served on such party and any written claim, demand, invoice,
      billing or other document evidencing or asserting the same) and shall otherwise
      cooperate with and assist the Controlling Party in the defense of such suit
      or
      proceeding.  The Indemnifying Party shall not agree to any settlement
      of, or the entry of any judgment arising from, any such suit or proceeding
      without the prior written consent of the Indemnified Party, which shall not
      be
      unreasonably withheld or delayed.  The Indemnified Party shall not
      agree to any settlement of, or the entry of any judgment arising from, any
      such
      suit or proceeding without the prior written consent of the Indemnifying Party,
      which shall not be unreasonably withheld or delayed.

     

    12.4  Survival
      of Representations, Warranties and Covenants; Determination of Adverse
      Consequences.

     

    (a)  Except
      as
      set forth in Section 12.4(b), the representations and warranties of
      Sellers and Purchasers contained in this Agreement and the certificates
      delivered pursuant to this Agreement shall survive until the second (2nd) anniversary
      of
      the Closing Date, at which time such representations and warranties and any
      right to make an indemnification claim based thereon will
      terminate.

     

    (b)  The
      representations and warranties of Sellers contained in Section 7.4
      (Brokers), Section 7.10 (Litigation and Compliance with Laws), Section
      7.16 (Licenses and Permits) and Section 7.17 (Environmental Matters)
      shall survive until the third (3rd) anniversary
      of
      the Closing Date, at which time such representations and warranties and any
      right to make an indemnification claim based thereon will
      terminate.  The representations and warranties of Sellers contained in
Section 7.18 (Employee Benefit Plans) and Section 7.19 (Taxes)
      shall survive until the third (3rd) anniversary
      of
      the Closing Date plus thirty (30) days, at which time such representations
      and
      warranties and any right to make an indemnification claim based thereon will
      terminate.  The representations and warranties of Sellers contained in
Section 7.7 (Title to Purchased Assets) shall survive until the fourth
      (4th)
      anniversary of the Closing Date, at which time such representations and
      warranties and any right to make an indemnification claim based thereon will
      terminate.  The representations and warranties of Sellers contained in
Section 7.1 (Due Formation) (except to the extent relating to the foreign
      qualification of the Sellers) and Section 7.2 (Authority) shall survive
      until the seventh (7th) anniversary
      of
      the Closing Date, at which time such representations and warranties and any
      right to make an indemnification claim based thereon will
      terminate.

     

    (c)  Notwithstanding
      anything to the contrary in this Agreement, if an Indemnified Party delivers
      to
      an Indemnifying Party, before expiration of a representation or warranty, either
      a Claim Notice based upon a breach of such representation or warranty, or a
      notice that, as a result of a suit or other legal proceeding instituted by
      or
      claim made by a third party, the Indemnified Party reasonably expects to incur
      Adverse Consequences, then the applicable representation or warranty shall
      survive until, but only for purposes of, the resolution of the matter covered
      by
      such notice.

     

    (d)  The
      representations and warranties of Sellers shall not be affected or deemed waived
      by reason of any investigation made by or on behalf of Purchasers.

     

    (e)  All
      covenants and agreements contained in this Agreement and the documents and
      certificates delivered pursuant to this Agreement shall survive the
      Closing Date in accordance with their
      terms.

     

    (f)  If
      a
      Purchaser Indemnitee's indemnification claim is based on both a breach of a
      Seller representation and warranty and either a Liability of such Seller that
      is
      not an Assumed Liability or another matter not subject to the limitations set
      forth in Section 12.4 or 12.5, such limitations shall not apply or
      restrict Purchaser Indemnitee's right to indemnification.

     

    (g)  Purchasers
      shall have the right in their sole discretion with respect to any particular
      indemnification claim to exercise their set-off rights under Section 12.6
      or to exercise any and all other remedies in connection with such claim,
      including specific performance and injunctive or equitable relief.

     

    12.5  Limitations
      on Indemnification Obligations.

     

    (a)  Sellers
      shall have no obligation to indemnify the
      Purchaser Indemnitees with respect to Adverse
      Consequences arising under Section 12.1(a) (other than Section 7.1
      (Due Formation), Section 7.2 (Authority), Section 7.4 (Brokers),
Section 7.7 (Title to Purchased Assets), Section 7.10(b)
      (Litigation and Compliance with Laws) and Section 7.19 (Taxes)) until the
      aggregate amount of all Adverse Consequences thereunder exceeds One Hundred
      Thousand Dollars ($100,000), in which event the Sellers shall be obligated
      to
      indemnify the Purchaser Indemnitees only for the amount of Adverse Consequences
      in excess of such threshold.

     

    (b)  Sellers
      shall have no obligation to indemnify the Purchaser Indemnitees with respect
      to
      Adverse Consequences arising under Section 12.1(a) (other than Section
      7.1 (Due Formation), Section 7.2 (Authority) and Section 7.7
      (Title to Purchased Assets)) in excess of Five Million Dollars ($5,000,000)
      (the
      "Cap").

     

    (c)  The
      amount of any Adverse Consequences incurred by the Purchasers will be reduced
      by
      the net amount either Purchaser actually recovers from any insurer or other
      party liable for such Adverse Consequences, provided, that nothing in the
      foregoing shall require Purchasers to take any action whatsoever to attempt
      to
      notify, file a claim with or collect any amount from, any insurer or other
      party
      with respect to any claim, loss or occurrence which shall arise prior to the
      Closing.

     

    (d)  Notwithstanding
      anything to the contrary in this Agreement,
      Purchaser Indemnitees' rights to indemnification
      with respect to Adverse Consequences arising under Section 12.1(b),
(c), (d), (e), or (f), or based upon fraud, willful
      misconduct or intentional misrepresentation, shall not be subject to the
      limitations set forth in Sections 12.5(a) and
12.5(b).

     

    (e)  Any
      indemnity payments made pursuant to this Article XII shall be treated for
      all income tax purposes by the parties hereto as an adjustment to the Purchase
      Price.

     

    12.6  Right
      of Set-Off.  If a Seller is obligated to indemnify either
      Purchaser or any other Purchaser Indemnitee for any indemnification claim in
      accordance with Article XII, Purchasers may set-off the amount of such
      claim against any amounts payable by Purchasers to Sellers under this Agreement,
      including the Earnout Payments and Catch-Up Payment, as the same becomes due.
      If
      Purchasers intend to set-off any amount hereunder, Purchasers shall provide
      not
      less than twenty (20) days' prior written notice to Sellers of its intention
      to
      do so, together with a reasonably detailed explanation of the basis therefor
      (a
      "Set-Off Notice").  If, within ten (10) days of its receipt of
      a Set-Off Notice, Sellers provide Purchasers with written notice of Sellers'
      dispute with Purchasers' right to make such set-off, Purchasers and Sellers
      shall meet in good faith within five (5) days to attempt to resolve their
      dispute.  If such dispute remains unresolved despite Purchasers' good
      faith attempt to meet with Sellers and resolve such dispute, Purchasers may
      withhold the amount contemplated by the Set-Off Notice until the matter is
      resolved.  If it is finally determined that Purchasers' claim is
      valid, then Purchasers may effect the set-off contemplated by the Set-Off
      Notice.  The cost of any litigation between the parties with respect
      to any contested set-off, including reasonable accounting and attorneys' fees
      and court costs, costs of expert witnesses and other expenses of litigation
      shall be paid by the non-prevailing party.

     

    ARTICLE
      XIII

     

    Confidentiality

     

    13.1  Confidentiality
      of Materials.  (a)  The parties hereto agree with
      respect to all technical, commercial and other information that is furnished
      or
      disclosed by the other party, including information regarding such party's
      (and
      its subsidiaries' and Affiliates') organization, personnel, business activities,
      customers, policies, assets, finances, costs, sales, revenues, technology,
      rights, obligations, liabilities and strategies ("Information"), that,
      unless and until the transaction contemplated by this Agreement shall have
      been
      consummated, (i) such Information is confidential and/or proprietary to the
      furnishing/disclosing party and entitled to and shall receive treatment as
      such
      by the receiving party; (ii) the receiving party will hold in confidence and
      not
      disclose nor use (except in respect of the transactions contemplated by this
      Agreement) any such Information, treating such Information with the same degree
      of care and confidentiality as it accords its own confidential and proprietary
      Information; provided, however, that the receiving party shall not have any
      restrictive obligation with respect to any Information which (A) is contained
      in
      a printed publication available to the general public, (B) is or becomes
      publicly known through no wrongful act or omission of the receiving party,
      or
      (C) is known by the receiving party without any proprietary restrictions by
      the
      furnishing/disclosing party at the time of receipt of such Information; and
      (iii) all such Information furnished to either party by the other, unless
      otherwise specified in writing, shall remain the property of the
      furnishing/disclosing party and, in the event this Agreement is terminated,
      shall be returned to it, together with any and all copies made thereof, upon
      request for such return by it (except for documents submitted to a Governmental
      Authority with the consent of the furnishing/disclosing party or upon subpoena
      and which cannot be retrieved with reasonable effort) and in the case of (x)
      oral information furnished to any party by the other which shall have been
      reduced to writing by the receiving party and (y) all internal documents of
      any
      party describing, analyzing or otherwise containing Information furnished by
      the
      other party, all such writings and documents shall be destroyed, upon request,
      in the event this Agreement is terminated, and each party shall confirm in
      writing to the other compliance with any such request.

     

    (b)  Sellers,
      the Partners, the Principal Stockholders and the Members also each agree with
      respect to all Information regarding the Business, the Purchased Assets and
      the
      Related Business Assets that, from and after the Closing, (i) such Information
      is confidential and/or proprietary to Purchasers and entitled to and shall
      receive treatment as such by Sellers, the Partners, the Principal Stockholders,
      the Members and their respective Affiliates; (ii) Sellers, the Partners, the
      Principal Stockholders and the Members shall, and shall cause their respective
      Affiliates to, hold in confidence and not disclose nor use any such Information,
      treating such Information with the same degree of care and confidentiality
      as it
      or he accords its own confidential and proprietary information; provided, that
      no Seller or any Partner, Principal Stockholder or Member shall have any such
      obligations with respect to Information which is of the type described in
      clauses (A) through (C) of Section 13.1(a)(ii).

     

    13.2  Remedy.  Each
      party hereto acknowledges that the remedy at law for any breach by either party
      of its obligations under Section 13.1 is inadequate and that the other
      party shall be entitled to equitable remedies, including an injunction, in
      the
      event of breach by the other party.

     

    ARTICLE
      XIV

     

    Employee
      Matters

     

    14.1  Employees
      to be Hired by Purchasers.  (a)  Upon Closing,
      Purchasers shall offer employment on terms and conditions substantially
      comparable to their current terms and conditions of employment to each of the
      employees of the Business employed in the Business at Closing on a full-time
      basis (other than those employees on long-term disability and any other
      employees identified in writing by Purchasers to Sellers prior to the Closing
      Date).  All such employees of the Business who accept employment with
      either Purchaser and commence such employment immediately after the Closing
      (the
      "Transferred Employees") shall receive credit for their years of service
      with Sellers solely for purposes of vesting and eligibility in determining
      their
      employee benefits with such Purchaser.

     

    (b)  Sellers
      shall be solely responsible for any severance claims or any other claims or
      causes of action asserted by any employee of the Business not hired by
      Purchasers at Closing.

     

    (c)  After
      the
      Closing Date and to the extent permitted by applicable Law and the terms and
      conditions of the applicable Purchaser's 401(k) plan, Purchasers shall permit
      Transferred Employees who properly elect to rollover their account balances
      in
      any Seller’s defined contribution plan qualified under Section 401 of the Code
      (collectively, the "Sellers' 401(k) Plans") to the applicable Purchaser's
      401(k) plan.  Prior to or on the Closing Date, Sellers shall take all
      necessary actions to fully vest the accounts of the Transferred Employees in
      the
      respective Sellers' 401(k) Plans.

     

    14.2  Workers'
      Compensation, Medical Claims and Retirees.  (a)  Sellers
      shall remain solely responsible for liability arising from workers' compensation
      claims, both medical and disability, or other government-mandated programs
      which
      are based on injuries occurring prior to Closing regardless of when such claims
      are filed.  Purchasers shall be solely responsible for claims of
      Transferred Employees based on injuries occurring after Closing.

     

    (b)  Sellers
      shall remain solely responsible in accordance with its employee welfare benefit
      plans for the satisfaction of all claims for medical, dental, life insurance,
      health, accident or disability benefits brought by or in respect of employees
      of
      the Business under any of Sellers' welfare benefit plans which claims relate
      to
      events or injuries incurred prior to the Closing regardless of when such claim
      was filed.

     

    (c)  As
      of the
      Closing, with respect to former and retired employees of the Business who had
      terminated employment or retired on or prior to the Closing, Sellers shall
      be
      liable for all Liabilities in connection with claims for benefits brought by
      or
      in respect of such former or retired employees of the Business under any of
      Sellers' welfare benefit plans with respect to medical, dental, life insurance,
      health, accident or disability benefits or otherwise and shall provide COBRA
      continuation coverage to any "merger and acquisition qualified
      beneficiary".

     

    (d)  Purchasers
      shall not assume any Benefit Plan and Sellers shall retain responsibility for
      claims for benefits, rights and payments under all Benefit Plans.

     

    ARTICLE
      XV

     

    Certain
      Other Agreements

     

    15.1  Post-Closing
      Access to Records.  Each party agrees to provide the other with
      such assistance as may reasonably be requested by the others in connection
      with
      the preparation of any Tax Return or report of Taxes, any audit or other
      examination by any Governmental Authority, or any judicial or administrative
      proceedings relating to liabilities for Taxes.  Such assistance shall
      include making employees available on a mutually convenient basis to provide
      additional information or explanation of material provided hereunder and shall
      include providing copies of relevant Tax Returns and supporting
      material.  The party requesting assistance hereunder shall reimburse
      the assisting party for reasonable out-of-pocket expenses incurred in providing
      assistance.  Purchasers and Sellers will retain for the full period of
      any statute of limitations and provide the others with any records or
      information which may be relevant to such preparation, audit, examination,
      proceeding or determination.

     

    15.2  Consents
      Not Obtained at Closing.  (a)  Sellers shall use all
      commercially reasonable efforts to obtain and deliver to Purchasers at or prior
      to the Closing such consents as are required to allow the assignment by Sellers
      to Purchasers of the Sellers' right, title and interest in, to and under any
      Contract included in the Purchased Assets, except as otherwise expressly
      contemplated by Section 5.4.  To the extent any Contract is not
      capable of being assigned without the consent or waiver of the other party
      thereto or any third party (including any Governmental Authority), or if such
      assignment or attempted assignment would constitute a breach thereof or a
      violation of any Law or Order, neither this Agreement nor any Seller Bill of
      Sale shall constitute an assignment or an attempted assignment of such
      Contract.

     

    (b)  Anything
      in this Agreement or any Seller Bill of Sale to the contrary notwithstanding,
      Sellers are not obligated to transfer to Purchasers any of their rights and
      obligations in and to any Contract without first having obtained all necessary
      consents and waivers.  After the Closing Date, Sellers shall use all
      commercially reasonable efforts, and Purchasers shall cooperate with Sellers
      at
      Sellers' expense, to obtain any consents and waivers necessary to convey to
      Purchasers all Contracts intended to be included in the Purchased Assets, except
      as otherwise expressly contemplated by Section 5.4.

     

    (c)  If
      any
      such consents and waivers are not obtained with respect to any Contract, each
      applicable Seller Bill of Sale shall constitute an equitable assignment by
      the
      applicable Seller to the applicable Purchaser of all of such Seller's rights,
      benefits, title and interest in and to such Contract, to the extent permitted
      by
      Law, and such Purchaser shall be deemed to be such Seller's agent for the
      purpose of completing, fulfilling and discharging all of such Seller's rights
      and liabilities arising after the Closing Date under such Contract, and such
      Seller shall take all necessary steps and actions to provide such Purchaser
      with
      the benefits of such Contract.  Sellers shall hold such Purchaser
      harmless from any Adverse Consequence that results from Sellers' failure to
      obtain any required consents to assignment.

     

    15.3  Post-Closing
      Tax Matters.

     

    (a)  With
      respect to employment Tax matters (i) Purchasers shall assume each Seller's
      entire obligation to prepare, file and furnish IRS Form W-2s with respect to
      the
      Transferred Employees for the year including the Closing Date; (ii) Sellers
      and
      Purchasers shall agree to elect the "predecessor-successor" basis with respect
      to each Transferred Employee pursuant to the alternative procedure prescribed
      by
      Section 5 of Revenue Procedure 2004-53, 34 I.R.B 320; and (iii) Sellers and
      Purchasers shall work in good faith to adopt similar procedures under applicable
      wage payment, reporting and withholding Laws for all Transferred Employees
      in
      all appropriate jurisdictions.  Sellers shall indemnify and hold
      Purchasers harmless from any Taxes incurred by Purchasers as a result of
      assuming Sellers' obligations to prepare and file IRS Form W-2s that result
      from
      Sellers' failure to comply with appropriate employment Tax matters.

     

    (b)  Sellers
      shall take such actions as are reasonably requested by Purchasers to obtain
      from
      any taxing authority any Tax clearance certificate or similar other assurance
      that there are no Transfer Taxes for which Purchasers may be held liable as
      a
      successor or transferee of the Business and the Purchased Assets.

     

    15.4  Bulk
      Sale Waiver and Indemnity.  The parties hereto acknowledge and
      agree that no filings with respect to any bulk sales or similar laws have been
      made, nor are they intended to be made, nor are such filings a condition
      precedent to the Closing; and, in consideration of such waiver by Purchasers,
      Sellers shall indemnify, defend and hold Purchasers Indemnitees harmless against
      any Adverse Consequences resulting or arising from such waiver and failure
      to
      comply with applicable bulk sales laws.

     

    15.5  Non-Competition;
      Non-Solicitation.

     

    (a)  Prior
      to
      the fourth (4th) anniversary of the Closing Date, no Seller or any Partner,
      Stockholder or Member shall, directly or indirectly through any Affiliate
      thereof, except as hereinafter permitted, (i) engage in, carry on, participate
      in or have any interest in, whether alone or in conjunction with any Person,
      or
      as a holder of an equity or debt interest of any Person, or as a principal,
      agent or otherwise, any business competing with the Business as conducted on
      the
      Closing Date by Sellers in the United States of America; (ii) assist others
      in
      engaging in any business competing with the Business in any manner described
      in
      the foregoing clause (i); or (iii) induce any supplier, customer or other Person
      doing business with either Purchaser to terminate its relationship with such
      Purchaser.  Anything hereinabove contained to the contrary
      notwithstanding, the Partnership, the Partners and the Stockholders may continue
      to own, directly or indirectly, equity interests in, and Rudie may continue
      to
      perform "high-level" oversight management for Impact Transportation, LLC and
      Impact Transload & Rail, LLC, each a California limited liability company,
      but only if (A) neither Rudie nor Kranz actively participates in the day-to-day
      management or operation of such entities, and (B) such entities do not engage
      in, carry on, participate in or have any interest in, whether alone or in
      conjunction with any other Person, or as a holder of an equity or debt interest
      of any Person, or as a principal, agent or otherwise, any business involving
      the
      provision of third-party international steamship services or the reloading
      of
      international containers with domestic freight.  Calvanese shall have
      the right to participate in the day-to-day and "high-level" oversight management
      and operation of Impact Transportation, LLC and Impact Transload & Rail,
      LLC, subject to the provisions of subsection (B) above.  Sellers shall
      engage an outside accounting firm to perform the accounting services for the
      Retained Entities which were previously performed by the employees of
      Sellers.

     

    (b)  Prior
      to
      the fourth (4th) anniversary
      of
      the Closing Date, no Seller or any Partner, Stockholder or Member shall,
      directly or indirectly through any Affiliate, solicit for employment or hire
      any
      Transferred Employee that remains an employee of either Purchaser at the time
      of
      or within the three (3) month period prior to such hiring or solicitation by
      any
      Seller, Partner, Stockholder, Member or any of their Affiliates.

     

    (c)  Sellers,
      the Partners, the Stockholders and the Members acknowledge that the
      restrictions, prohibitions and other provisions of this Section 15.5 are
      reasonable, fair and equitable in scope, terms and duration, are necessary
      to
      protect the legitimate business interests of Purchasers, and are a material
      inducement to Purchasers to enter into the transactions contemplated by this
      Agreement.

     

    (d)  It
      is the
      desire and intent of the parties to this Agreement that the provisions of this
      Section 15.5 shall be enforced to the fullest extent permissible
      under applicable Law and public policies applied in each jurisdiction in which
      enforcement is sought.  Accordingly, if any particular provision of
      this Section 15.5 shall be adjudicated to be invalid or unenforceable,
      such provision shall be deemed amended to delete or modify (including to limit
      or reduce its duration, geographical scope, activity or subject) the portion
      adjudicated to be invalid or unenforceable, such deletion or modification to
      apply only with respect to the operation of such provision of this Section
      15.5 in the particular jurisdiction in which such adjudication is made and
      to be made only to the extent necessary to cause the provision as amended to
      be
      valid and enforceable.

     

    (e)  Sellers,
      the Partners, the Stockholders and the Members acknowledge and understand that
      the provisions of this Section 15.5 are of a special and unique nature,
      the loss of which cannot be accurately compensated for in damages by an action
      at law and that the breach of the provisions of this Section 15.5 would
      cause Purchasers irreparable harm.  In the event of a breach or
      threatened breach by any Seller, Partner, Stockholder or Member or any of their
      Affiliates of the provisions of Section 15.5, Purchasers shall be
      entitled to seek an injunction restraining it from such breach.  In
      the event of a breach or threatened breach of Section 15.5(a) involving
      either Impact Transportation, LLC or Impact Transload & Rail, LLC, which
      Sellers and the Partners, Stockholders or Members are unable to cure or prevent
      after exercising their reasonable best efforts, each of Sellers and the
      Partners, Stockholders and Members, as applicable, agrees to sell, assign,
      transfer or otherwise dispose of its direct or indirect equity interests in
      Impact Transportation, LLC or Impact Transload & Rail, LLC, as applicable,
      within four (4) months of such breach or threatened breach (the "Disposition
      Period").  If any Seller, Partner, Stockholder or Member, as
      applicable, is unable to dispose of its direct or indirect equity interests
      in
      Impact Transportation, LLC or Impact Transload & Rail, LLC, as applicable,
      within the Disposition Period, then (1) such Seller, Partner, Stockholder or
      Member shall thereafter continue to use all commercially reasonable efforts
      to
      dispose of such interests as soon as possible and (2) any profits or other
      economic benefits derived by or payable to such Seller, Partner, Stockholder
      or
      Member after the Disposition Period as a result of either Impact Transportation,
      LLC or Impact Transload Rail, LLC, as applicable, providing third party
      international steamship services or reloading international containers with
      domestic freight shall accrue to the benefit of and shall be paid or otherwise
      conveyed to Parent.  Nothing herein contained shall be construed as
      prohibiting Purchasers from pursuing any other remedies available for any breach
      or threatened breach of this Section 15.5, and the pursuit of an
      injunction or any other remedy shall not be deemed to be an exclusive election
      of such a remedy.

     

    (f)  For
      the
      avoidance of doubt, the parties agree that nothing in Section 15.5 shall
      prohibit or restrict Sellers or any Partner, Stockholder or Member from selling,
      assigning, transferring or otherwise disposing of their respective equity
      interests in any Retained Entity.

     

    (g)  In
      the
      event of a breach or threatened breach of Section 15.5(a) or (b),
      Purchasers may bring an action only against the offending Seller, Partner,
      Stockholder, Member or Affiliate thereof and, for the avoidance of doubt, any
      Seller, Partner, Stockholder, Member or Affiliate thereof that is not involved
      in the breach or threatened breach shall have no responsibility for such breach
      or threatened breach.

     

    15.6  Use
      of
      Sellers' Names.  After the Closing, no Seller, Partner, Principal
      Stockholder or Member or any Interdom Related Entity, or any Affiliate of the
      foregoing, may, directly or indirectly, use the name "Interdom", "Commercial
      Cartage" or "Pride Logistics" or any derivative thereof or any similar name
      (including "Interdom Partners") to identify itself or
      himself.  Sellers shall be responsible for all filing fees required to
      be paid in connection with filing the necessary change of name amendments in
      the
      state of its incorporation and in each other state in which it is qualified
      to
      transact business.

     

    15.7  Guarantees.

     

    (a)  The
      Principal Stockholders, jointly and severally, hereby unconditionally and
      irrevocably guarantee for the benefit of Purchasers, the Purchaser Indemnitees
      and their respective heirs, successors and assigns all of the obligations of
      the
      Company, the Partnership, the Partners, the Stockholders and the Interdom
      Related Entities under this Agreement and under each other agreement, contract
      or instrument executed and delivered by the Company, the Partnership, the
      Partners, the Stockholders or any Interdom Related Entity in connection with
      the
      transactions contemplated by this Agreement.

     

    (b)  The
      Members, jointly and severally, hereby unconditionally and irrevocably guarantee
      for the benefit of Purchasers, the Purchaser Indemnitees and their respective
      heirs, successors and assigns all of the obligations of the LLC under this
      Agreement and under each other agreement, contract or instrument executed and
      delivered by the LLC in connection with the transactions contemplated by this
      Agreement.

     

    (c)  The
      Parent hereby unconditionally and irrevocably guarantees for the benefit of
      the
      Sellers, the Partners, the Stockholders, the Members, the Seller Indemnitees
      and
      their respective heirs, successors and assigns all of the obligations of
      Purchasers under this Agreement and each other agreement, contract or instrument
      executed and delivered in connection with the transactions contemplated by
      this
      Agreement.

     

    15.8           Purchasers'
      ISO Business.  Purchasers currently intend to cause Parent's
      existing ISO Business ("Purchasers' ISO Business") to be combined after
      the Closing Date with the Partnership's Business in order to create a combined
      ISO and international operation, unless Purchasers, in their reasonable
      discretion, make a good faith determination that it is not in their business
      interests to do so, including a determination that contractual obligations
      by a
      party might prevent or negatively effect such a combination or a determination
      that such combination would not result in materially decreased operating costs
      or improved margins.

     

    ARTICLE
      XVI

     

    Miscellaneous

     

    16.1  Cost
      and Expenses.  Purchasers will pay their own costs and expenses
      (including attorneys' fees, accountants' fees and other professional fees and
      expenses) in connection with the negotiation, preparation, execution and
      delivery of this Agreement and the consummation of the purchase of the Purchased
      Assets and the other transactions contemplated by this Agreement (except as
      otherwise specifically provided for herein); and Sellers will pay their own
      costs and expenses (including attorneys' fees, accountants' fees and other
      professional fees and expenses) in connection with the negotiation, preparation,
      execution and delivery of this Agreement and the consummation of the sale of
      the
      Purchased Assets and the other transactions contemplated by this Agreement
      (except as otherwise specifically provided for herein).

     

    16.2  Entire
      Agreement.  The Disclosure Schedule and the Exhibits referenced in
      this Agreement are incorporated into this Agreement and together contain the
      entire agreement between the parties hereto with respect to the transactions
      contemplated hereunder, and supersede all negotiations, representations,
      warranties, commitments, offers, contracts and writings prior to the date
      hereof, including the letter of intent dated March 30, 2007 among Parent,
      Sellers, the Partners and the Principal Stockholders.  No waiver and
      no modification or amendment of any provision of this Agreement shall be
      effective unless specifically made in writing and duly signed by the party
      to be
      bound thereby.

     

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

     

    16.4  Assignment,
      Successors and Assigns.  The respective rights and obligations of
      the parties hereto shall not be assignable without the prior written consent
      of
      the other parties; provided, however, that either Purchaser may assign all
      or
      part of its rights under this Agreement and delegate all or part of its
      obligations under this Agreement to one or more of its Affiliates, in which
      event all the rights and powers of such Purchaser and remedies available to
      it
      under this Agreement shall extend to and be enforceable by each such
      Affiliate.  Any such assignment and delegation shall not release such
      Purchaser from its obligations under this Agreement, and further such Purchaser
      guarantees to Sellers the performance by each such Affiliate of its obligations
      under this Agreement. In the event of any such assignment and delegation, the
      term "Purchaser" as used in this Agreement shall be deemed to refer to
      each such Affiliate of either Purchaser where reference is made to actions
      or to
      be taken with respect to the acquisition of the Business or Purchased Assets,
      and shall be deemed to include both such Purchaser and each such Affiliate
      where
      appropriate.  This Agreement shall be binding upon and inure to the
      benefit of the parties hereto and their successors and permitted
      assigns.

     

    16.5  Savings
      Clause.  If any provision hereof shall be held invalid or
      unenforceable by any court of competent jurisdiction or as a result of future
      legislative action, such holding or action shall be strictly construed and
      shall
      not affect the validity or effect of any other provision hereof.

     

    16.6  Headings.  The
      captions of the various Articles and Sections of this Agreement have been
      inserted only for convenience of reference and shall not be deemed to modify,
      explain, enlarge or restrict any of the provisions of this
      Agreement.

     

    16.7  Risk
      of Loss.  Risk of loss, damage or destruction to the Purchased
      Assets shall be upon Sellers until the Closing, and shall thereafter be upon
      Purchasers.

     

    16.8  Governing
      Law.  The validity, interpretation and effect of this Agreement
      shall be governed exclusively by the laws of the State of Illinois.

     

    16.9  Press
      Releases and Public Announcements.  No party hereto shall issue
      any press release or make any public announcement relating to the existence,
      terms and conditions or subject matter of this Agreement prior to the Closing
      without the prior written approval of the other parties; provided,
however, that Parent may issue any press release or make any public
      announcement in such form as it deems necessary in its sole discretion to comply
      with the United States securities laws, but shall provide a copy to Rudie in
      advance of its release.

     

    16.10  U.S.
      Dollars.  All amounts expressed in this Agreement and all payments
      required by this Agreement are in United States dollars.

     

    16.11  Survival.  All
      representations and warranties made by any party in this Agreement shall be
      deemed made for the purpose of inducing the other party to enter into this
      Agreement and shall survive the Closing for the time specified in Section
      12.4.

     

    16.12  Notices.  (a)  All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and delivered in person, or sent by facsimile or email or sent
      by
      reputable overnight delivery service and properly addressed as
      follows:

     

    To
      Purchasers:

     

    Hub
      Group, Inc.

    3050
      Highland Parkway, Suite 100

    Downers
      Grove, IL 60515

    Fax:  (630)
      964-6475

    Attention:  Chief
      Executive Officer and General Counsel

     

    With
      a
      copy to:

     

    Winston
      & Strawn LLP

    35
      West
      Wacker Drive

    Chicago,
      IL  60601

    Fax:  (312)
      558-5700

    Attention:  Patrick
      O. Doyle

     

    To
      Sellers, any Partner, Stockholder or Member:

     

    c/o
      Interdom Partners

    11800
      S.
      75th
      Ave.

    Suite
      2N

    Palos
      Heights, IL  60463

    Email:  rkrudie@interdompartners.com

    Attention:  Richard
      K. Rudie

    


    Dennis
      Calvanese

    26
      Cambridge Drive

    Oak
      Brook,
      IL  60523

    Fax:
      (630) 325-7683

    


    With
      a
      copy to:

     

    Gordon
      & Rappold LLC

    20
      S.
      Clark Street

    Suite
      2600

    Chicago,
      IL  60603

    Fax:  (312)
      332-2952

    Attention:  Howard
      D. Galper

     

    DiMonte
      & Lizak, LLC

    216
      W.
      Higgins Road

    Park
      Ridge, IL  60068-5736

    Fax:  (847)
      698-9624

    Attention:  Chester
      A.
      Lizak

    


    (b)  Any
      party
      may from time to time change its address for the purpose of notices to that
      party by a similar notice specifying a new address, but no such change shall
      be
      deemed to have been given until it is actually received by the party sought
      to
      be charged with its contents.

     

    (c)  All
      notices and other communications required or permitted under this Agreement
      which are addressed as provided in this Section 16.12 if delivered
      personally or courier, shall be effective upon delivery; if sent by facsimile,
      shall be delivered upon receipt of proof of transmission.

     

    16.13  SUBMISSION
      TO JURISDICTION; VENUE.  THE PARTIES HERETO HEREBY IRREVOCABLY
      SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED
      WITHIN COOK COUNTY, THE STATE OF ILLINOIS OVER ANY DISPUTE ARISING OUT OF OR
      RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
      EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH DISPUTE
      OR ANY SUIT, ACTION OR PROCEEDING RELATED THERETO SHALL BE HEARD AND DETERMINED
      IN SUCH COURTS.  THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST
      EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR
      HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE BROUGHT IN SUCH COURT
      OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH
      DISPUTE.  EACH OF THE PARTIES HERETO AGREES THAT A JUDGMENT IN ANY
      SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
      OR
      IN ANY OTHER MANNER PROVIDED BY LAW.

     

    16.14  No
      Third-Party Beneficiary.  This Agreement is being entered into
      solely for the benefit of the parties hereto and the Purchaser Indemnitees,
      and
      the parties do not intend that any employee or any other person shall be a
      third-party beneficiary of the covenants by any Seller or Purchaser contained
      in
      this Agreement.

     

    16.15  Disclosures.  All
      matters disclosed by Sellers in the Disclosure Schedule shall be deemed a
      disclosure of such matter only for the purpose of the Section of this Agreement
      referred to in the Disclosure Schedule, and shall not be deemed a disclosure
      with respect to any other Section of this Agreement unless specifically so
      stated in writing by Sellers in the Disclosure Schedule.

     

    16.16  Enforcement
      Costs.  In the event that either party seeks to enforce its rights
      or remedies under this Agreement (whether for injunctive relief or damages
      or
      both) or seeks a declaration of costs or obligations under this Agreement,
      the
      prevailing party shall be awarded its reasonable attorneys' fees, costs and
      expenses.

     

    16.17  Sellers'
      Obligations.  Except as otherwise expressly set forth in this
      Agreement, the Company's and the Partnership's obligations hereunder shall
      be
      joint and several.

     

    


    [signature
      page follows]

     


    
      
              

                  
      
      

                  -  -      
      

                  
      
    

        
        

      

      
        
        

        
        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Asset Purchase Agreement
      as of the date first written above.

     

    SELLERS:                                                                                              

     

     

    
      	 	INTERDOM
              PARTNERS
	 	By: 
              Interdom, Inc. 
	 	Its:  General
              Partner
	 	 
	 	By:  
              /s/ Richard K. Rudie      
                 
	 	 
	 	Title: President


    

              

     

    
      	 	By:  Midas
              Investments of Naples, Inc.
	 	Its:  General
              Partner
	 	 
	 	By:  
              /s/ Dennis Calvanese    
                                                                            
	 	 
	 	Title: President


    

            

     

     

                           

    
      
        	 	COMMERCIAL
                CARTAGE, INC.
	 	 
	 	By:  
                /s/ Richard K. Rudie    
                  
	 	 
	 	Title: President


      

    

     

     

     

    


    
      
        	 	PRIDE
                LOGISTICS, L.L.C. 
	 	By:  Bogfid,
                Inc.
	 	 
	 	By:  
                /s/ Richard K. Rudie    
                   
	 	 
	 	Title: President


      

    

            

     

     

     

     

    
      
        	 	By:  Mauney
                Consultants, Ltd. 
	 	 
	 	By:  
                /s/ Lee Mauney     
	 	 
	 	Title: President


      



     

     

     

     

     

     

     

     

     

        

     

    PARTNERS:                                                                                     

     

     

    
      
        	 	INTERDOM,
                INC. 
	 	 
	 	By:  
                /s/ Richard K. Rudie    
                  
	 	 
	 	Title: President


      

    

           
      

     

     

     

     

    
      
        	 	MIDAL
                INVESTMENTS OF NAPLES, INC. 
	 	 
	 	By:  
                /s/ Dennis Calvanese     
	 	 
	 	Title: President


      

    

           
      

     

     

    STOCKHOLDERS:                                                                                 
      

    
      	 	By:  
              /s/ Richard K. Rudie     
	 	 
	 	Title: President


    

     

     

    
      	 	By:  
              /s/ Dennis Calvanese     
	 	 
	 	Title: President


    

     

     

    
      	 	By:  
              /s/ Steven Kranz     
	 	 
	 	Title: President


    

     

     

    MEMBERS:                                                                                           

     

    
      
        	 	MAUNEY
                CONSULTANTS, LTD. 
	 	 
	 	By:  
                /s/ Lee Mauney     
	 	 
	 	Title: President


      

    

                                                                  

                                                         

     

     
      

     

    
      
        	 	BOGFID,
                INC. 
	 	 
	 	By:  
                /s/ Richard K. Rudie    
                  
	 	 
	 	Title: President


      

    

                                                                          

     

     

    PURCHASERS:                                                                                 

     

    
      
        	 	COMTRAK
                LOGISTICS, INC. 
	 	 
	 	By:  
                /s/ David P. Yeager     
	 	 
	 	Title: Chief
                Executive Officer


      

    

                                                                                   

     

     

     

    
      	 	HUB
              CITY TERMINALS, INC.
	 	 
	 	By:  
              /s/ David P. Yeager     
	 	 
	 	Title: Chief
              Executive Officer


    

         
      

     

     

    


     

    PARENT:                                                                                              

    
      	 	 HUB
              GROUP, INC. 
	 	 
	 	By:  
              /s/ David P. Yeager     
	 	 
	 	Title: Chief
              Executive Officer