Unassociated Document


     

    Exhibit
      10.1

     

     

    [EXECUTION
      VERSION]



    


    


    


    ASSET
      PURCHASE AGREEMENT

     

    by
      and
      among

     

    WINSONIC
      McCRARY, LLC,

     

    COLONEL
      McCRARY TRUCKING, LLC

     

    THE
      MEMBERS OF COLONEL McCRARY TRUCKING, LLC

     

    and

     

    LARRY
      FLETCHER, AS SELLER REPRESENTATIVE

     

    DATED
      NOVEMBER 20, 2007

     

     

     

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    TABLE
      OF CONTENTS

     

          


            Page


    
      	
              Article
                I

            	
              DEFINITIONS 

            	
              1

            


    

    
      	
               

            	
              Section
                1.1

            	
              Certain
                Definitions 

            	
              1

            


    

    
      	
               

            	
              Section
                1.2

            	
              Other
                Definitions 

            	
              7

            


    

    
      	
               

            	
              Section
                1.3

            	
              Accounting
                Terms 

            	
              7

            


    

    
      	
              Article
                II

            	
              PURCHASE
                AND SALE 

            	
              8

            


    

    
      	
               

            	
              Section
                2.1

            	
              Agreement
                to Purchase and Sell 

            	
              8

            


    

    
      	
               

            	
              Section
                2.2

            	
              Excluded
                Assets 

            	
              9

            


    

    
      	
               

            	
              Section
                2.3

            	
              Assumption
                of Assumed Liabilities 

            	
              9

            


    

    
      	
              Article
                III

            	
              PURCHASE
                PRICE; ALLOCATIONS 

            	
              10

            


    

    
      	
               

            	
              Section
                3.1

            	
              Purchase
                Price 

            	
              10

            


    

    
      	
               

            	
              Section
                3.2

            	
              Payment
                of Purchase Price 

            	
              10

            


    

    
      	
               

            	
              Section
                3.3

            	
              Allocation
                of Purchase Price 

            	
              10

            


    

    
      	
               

            	
              Section
                3.4

            	
              Allocation
                of Certain Items 

            	
              10

            


    

    
      	
              Article
                IV

            	
              REPRESENTATIONS
                AND WARRANTIES
                OF  THE SELLER AND THE MEMBERS 

            	
              11

            


    

    
      	
               

            	
              Section
                4.1

            	
              Organization 

            	
              11

            


    

    
      	
               

            	
              Section
                4.2

            	
              Authorization 

            	
              11

            


    

    
      	
               

            	
              Section
                4.3

            	
              Absence
                of Restrictions and Conflicts 

            	
              12

            


    

    
      	
               

            	
              Section
                4.4

            	
              Consents 

            	
              12

            


    

    
      	
               

            	
              Section
                4.5

            	
              Real
                Property 

            	
              12

            


    

    
      	
               

            	
              Section
                4.6

            	
              Personal
                Property 

            	
              12

            


    

    
      	
               

            	
              Section
                4.7

            	
              Sufficiency
                of and Title to Assets 

            	
              13

            


    

    
      	
               

            	
              Section
                4.8

            	
              Inventory 

            	
              13

            


    

    
      	
               

            	
              Section
                4.9

            	
              Financial
                Statements 

            	
              13

            


    

    
      	
               

            	
              Section
                4.10

            	
              No
                Undisclosed Liabilities 

            	
              14

            


    

    
      	
               

            	
              Section
                4.11

            	
              Absence
                of Certain Changes 

            	
              14

            


    

    
      	
               

            	
              Section
                4.12

            	
              Legal
                Proceedings 

            	
              14

            


    

    
      	
               

            	
              Section
                4.13

            	
              Compliance
                with Law 

            	
              14

            


    

    
      	
               

            	
              Section
                4.14

            	
              Contracts 

            	
              14

            


    

    
      	
               

            	
              Section
                4.15

            	
              Tax
                Returns; Taxes 

            	
              15

            


    

     

    
      
         

      

      
        -i-

        
          

        

      

      
         

      

    

    TABLE
      OF CONTENTS

    (continued)

     

          


            Page

     

    
      	
               

            	
              Section
                4.16

            	
              Employees
                and Independent Contractors 

            	
              15

            


    

    
      	
               

            	
              Section
                4.17

            	
              Seller
                Benefit Plans 

            	
              16

            


    

    
      	
               

            	
              Section
                4.18

            	
              Labor
                Relations 

            	
              16

            


    

    
      	
               

            	
              Section
                4.19

            	
              Insurance
                Policies 

            	
              16

            


    

    
      	
               

            	
              Section
                4.20

            	
              Environmental,
                Health and Safety Matters 

            	
              17

            


    

    
      	
               

            	
              Section
                4.21

            	
              Intellectual
                Property 

            	
              18

            


    

    
      	
               

            	
              Section
                4.22

            	
              Software 

            	
              18

            


    

    
      	
               

            	
              Section
                4.23

            	
              Affiliate
                Matters 

            	
              18

            


    

    
      	
               

            	
              Section
                4.24

            	
              Customer
                and Supplier Relations 

            	
              18

            


    

    
      	
               

            	
              Section
                4.25

            	
              Licenses 

            	
              19

            


    

    
      	
               

            	
              Section
                4.26

            	
              Product
                and Service Warranties 

            	
              19

            


    

    
      	
               

            	
              Section
                4.27

            	
              Brokers,
                Finders and Investment Bankers 

            	
              19

            


    

    
      	
               

            	
              Section
                4.28

            	
              Disclosure 

            	
              19

            


    

    
      	
              Article
                V

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE MEMBERS 

            	
              19

            


    

    
      	
               

            	
              Section
                5.1

            	
              Authorization
                and Validity of Agreement 

            	
              20

            


    

    
      	
               

            	
              Section
                5.2

            	
              Absence
                of Restrictions and Conflicts 

            	
              20

            


    

    
      	
               

            	
              Section
                5.3

            	
              Legal
                Proceedings 

            	
              20

            


    

    
      	
               

            	
              Section
                5.4

            	
              Investment
                Representations 

            	
              20

            


    

    
      	
              Article
                VI

            	
              REPRESENTATIONS
                AND WARRANTIES OF PURCHASER 

            	
              21

            


    

    
      	
               

            	
              Section
                6.1

            	
              Organization 

            	
              21

            


    

    
      	
               

            	
              Section
                6.2

            	
              Authorization 

            	
              21

            


    

    
      	
               

            	
              Section
                6.3

            	
              Absence
                of Restrictions and Conflicts 

            	
              21

            


    

    
      	
              Article
                VII

            	
              CERTAIN
                COVENANTS AND AGREEMENTS

            	
              22

            


    

    
      	
               

            	
              Section
                7.1

            	
              Conduct
                of Business by the Seller 

            	
              22

            


    

    
      	
               

            	
              Section
                7.2

            	
              Notices
                of Certain Events 

            	
              23

            


    

    
      	
               

            	
              Section
                7.3

            	
              No
                Solicitation of Transactions 

            	
              24

            


    

    
      	
               

            	
              Section
                7.4

            	
              Reasonable
                Efforts; Further Assurances; Cooperation 

            	
              24

            


    

    
      	
               

            	
              Section
                7.5

            	
              Consents 

            	
              24

            


    

    
      	
               

            	
              Section
                7.6

            	
              Transfer
                Taxes; Expenses 

            	
              25

            


    

     

    
      
         

      

      
        -ii-

        
          

        

      

      
         

      

    

    
      TABLE
        OF CONTENTS

      (continued)

       

            


              Page

       

    

    
      	
               

            	
              Section
                7.7

            	
              Insurance 

            	
              25

            


    

    
      	
               

            	
              Section
                7.8

            	
              Receivables 

            	
              25

            


    

    
      	
               

            	
              Section
                7.9

            	
              Risk
                of Loss 

            	
              25

            


    

    
      	
              Article
                VIII

            	
              CONDITIONS
                TO CLOSING

            	
              26

            


    

    
      	
               

            	
              Section
                8.1

            	
              Conditions
                to Obligations of the Purchaser 

            	
              26

            


    

    
      	
               

            	
              Section
                8.2

            	
              Conditions
                to Obligations of the Seller and the Members 

            	
              27

            


    

    
      	
              Article
                VIII

            	
              CLOSING

            	
              28

            


    

    
      	
               

            	
              Section
                9.1

            	
              Closing 

            	
              28

            


    

    
      	
               

            	
              Section
                9.2

            	
              Seller
                Closing Deliveries 

            	
              28

            


    

    
      	
               

            	
              Section
                9.3

            	
              Purchaser
                Closing Deliveries 

            	
              29

            


    

    
      	
              Article
                X

            	
              TERMINATION 

            	
              29

            


    

    
      	
               

            	
              Section
                10.1

            	
              Termination 

            	
              29

            


    

    
      	
               

            	
              Section
                10.2

            	
              Specific
                Performance and Other Remedies 

            	
              29

            


    

    
      	
               

            	
              Section
                10.3

            	
              Effect
                of Termination 

            	
              30

            


    

    
      	
              Article
                XI

            	
              INDEMNIFICATION

            	
              30

            


    

    
      	
               

            	
              Section
                11.1

            	
              Indemnification
                Obligations of the Members 

            	
              30

            


    

    
      	
               

            	
              Section
                11.2

            	
              Indemnification
                Obligations of the Purchaser 

            	
              31

            


    

    
      	
               

            	
              Section
                11.3

            	
              Indemnification
                Procedure. 

            	
              31

            


    

    
      	
               

            	
              Section
                11.4

            	
              Survival
                Period 

            	
              33

            


    

    
      	
               

            	
              Section
                11.5

            	
              Liability
                Limits 

            	
              34

            


    

    
      	
               

            	
              Section
                11.6

            	
              Investigations 

            	
              34

            


    

    
      	
               

            	
              Section
                11.7

            	
              Set-Off 

            	
              34

            


    

    
      	
               

            	
              Section
                11.8

            	
              Exclusive
                Remedy 

            	
              34

            


    

    
      	
              Article
                XII

            	
              MISCELLANEOUS
                PROVISIONS

            	
              34

            


    

    
      	
               

            	
              Section
                12.1

            	
              Seller
                Representative 

            	
              34

            


    

    
      	
               

            	
              Section
                12.2

            	
              Notices 

            	
              35

            


    

    
      	
               

            	
              Section
                12.3

            	
              Schedules
                and Exhibits 

            	
              36

            


    

    
      	
               

            	
              Section
                12.4

            	
              Assignment;
                Successors in Interest 

            	
              36

            


    

    
      	
               

            	
              Section
                12.5

            	
              Captions 

            	
              36

            


    

     

    
      
         

      

      
        -iii-

        
          

        

      

      
         

      

    

    
      TABLE
        OF CONTENTS

      (continued)

       

            


              Page

       

    

    
      	
               

            	
              Section
                12.6

            	
              Controlling
                Law 

            	
              36

            


    

    
      	
               

            	
              Section
                12.7

            	
              Severability 

            	
              36

            


    

    
      	
               

            	
              Section
                12.8

            	
              Counterparts 

            	
              37

            


    

    
      	
               

            	
              Section
                12.9

            	
              Enforcement
                of Certain Rights 

            	
              37

            


    

    
      	
               

            	
              Section
                12.10

            	
              Waiver;
                Amendment

            	
              37

            


    

    
      	
               

            	
              Section
                12.11

            	
              Integration

            	
              37

            


    

    
      	
               

            	
              Section
                12.12

            	
              Compliance
                with Bulk Sales Laws 

            	
              37

            


    

    
      	
               

            	
              Section
                12.13

            	
              Interpretation 

            	
              37

            


    

    
      	
               

            	
              Section
                12.14

            	
              Cooperation
                Following the Closing 

            	
              37

            


    

    
      	
               

            	
              Section
                12.15

            	
              Transaction
                Costs 

            	
              37

            


    

     

     

    

      
        
          
          

        

        
          -iv-

          
            

          

        

        
          
          

        

      



      ASSET
        PURCHASE AGREEMENT

       

      THIS
        ASSET PURCHASE AGREEMENT, dated as of November 20, 2007, is made and entered
        into by and between WINSONIC MCCRARY, LLC, a Georgia limited liability company
        (the “Purchaser”), COLONEL MCCRARY TRUCKING, LLC, a Georgia limited
        liability company (the “Seller”), Mr. Jim Mottola, an individual resident
        of the state of Georgia (“Mr. Mottola”), Mr. Thomas G. Crymes, an
        individual resident of the state of Georgia (“Mr. Crymes”), Mr. Mike
        Bell, an individual resident of the state of Georgia (“Mr. Bell”), Mr.
        Fred McCrary, an individual resident of the state of Georgia (“Mr.
        McCrary”), Mr. Phillip McLauchlin, an individual resident of the state of
        Georgia (“Mr. McLauchlin”), and Mr. Larry Fletcher, an individual
        resident of the state of Georgia (“Mr. Fletcher” and collectively with
        Mr. Mottola, Mr. Crymes, Mr. Bell, Mr. McCrary and Mr. McLauchlin, the
“Members” and individually, a “Member”).

       

      RECITALS:

       

      WHEREAS,
        upon and subject to the terms and conditions set forth herein, the Seller
        desires to sell to the Purchaser, and the Purchaser desires to purchase from
        the
        Seller, substantially all of the assets used or held for use by the Seller
        in
        the conduct of its business as a going concern, and the Purchaser desires
        to
        assume certain of the liabilities and obligations of the Seller as set forth
        herein;

       

      NOW,
        THEREFORE, in consideration of the foregoing and the respective representations,
        warranties, covenants, agreements and conditions set forth herein and other
        good
        and valuable consideration, the receipt and sufficiency of which is hereby
        acknowledged, and intending to be legally bound hereby, each Party hereby
        agrees
        as follows:

       

      ARTICLE
        I

      DEFINITIONS

       

      Section
        1.1                                Certain
        Definitions.  The following terms, as used herein, have the
        meanings set forth below:

       

      “Affiliate”
        of any specified Person means any other Person directly or indirectly
        Controlling or Controlled by or under direct or indirect common Control with
        such specified Person.

       

      “Agreement”
        means this Asset Purchase Agreement, as amended from time to time.

       

      “Assumed
        Contracts” means those Contracts to which the Seller is a party and which
        relate to the Business; provided, however, that the Assumed Contracts shall
        not
        include any Contract which is an Excluded Asset.

       

      “Audited
        Financial Statements” means an audited balance sheet of the Seller as of
        December 31, 2006 and statements of income and cash flows of the Seller for
        December 31, 2006.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      “Business”
        means the business of (i) dirt, rock and gravel sales, (ii) hauling and
        transportation of dirt, rock and gravel and (iii) providing technology and
        management services to small and midsize trucking companies, including Global
        Positioning System and telecommunications services.

       

      “Business
        Day” means any day except Saturday, Sunday or any day on which banks are
        generally not open for business in the City of New York, New York.

       

      “Closing”
        means the consummation of the purchase and sale of the Assets and the assumption
        of the Assumed Liabilities, as set forth in Article
        VIII of this Agreement.

       

      “Closing
        Date” means the date on which the Closing occurs.

       

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

       

      “Contract”
        means any contract, sub-contract, agreement, lease, license, commitment,
        sale
        and purchase order, note, loan agreement or any other instrument, arrangement,
        or understanding of any kind, whether written or oral, and whether express
        or
        implied.

       

      “Control”
        means, when used with respect to any specified Person, the power to direct
        the
        management and policies of such Person, directly or indirectly, whether through
        the ownership of voting securities, by Contract or otherwise.

       

      “Employee
        Benefit Plan” means, with respect to any Person, each plan, fund, program,
        agreement, arrangement or scheme, including each plan, fund, program, agreement,
        arrangement or scheme maintained or required to be maintained under applicable
        Laws, that is at any time sponsored or maintained or required to be sponsored
        or
        maintained by such Person or to which such Person makes or has made, or has
        or
        has had an obligation to make, contributions providing benefits to the current
        and former employees, directors, managers, officers, consultants, independent
        contractors, contingent workers or leased employees of such Person or the
        dependents of any of them (whether written or oral), or with respect to which
        such Person has any liability or obligation, including (a) each deferred
        compensation, bonus, incentive compensation, pension, retirement, employee
        stock
        ownership, stock purchase, stock option, profit sharing or deferred profit
        sharing, stock appreciation, phantom stock plan and other equity compensation
        plan, “welfare” plan (within the meaning of Section 3(1) of ERISA, determined
        without regard to whether such plan is subject to ERISA), (b) each “pension”
plan (within the meaning of Section 3(2) of ERISA, determined without regard
        to
        whether such plan is either subject to ERISA or is tax-qualified under the
        Code), (c) each severance plan or agreement, and each other plan providing
        health, vacation, supplemental unemployment benefit, hospitalization insurance,
        medical, dental, disability, life insurance, death or survivor benefits,
        fringe
        benefits or legal benefits and (d) each other employee benefit plan, fund,
        program, agreement or arrangement.

       

      “Employment
        Agreement” means any employment contract, consulting agreement, termination
        or severance agreement, salary continuation agreement, change of control
        agreement or any other Contract, including offers for any of the above,
        respecting the terms and conditions of employment or payment of compensation
        in
        respect to any current or former officer or employee.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      “Environmental
        Laws” means all Laws and common law relating to pollution or protection of
        health, safety or the environment, including the Federal Water Pollution
        Control
        Act (33 U.S.C. §1251 et seq.), Resource Conservation and Recovery Act (42 U.S.C.
§6901 et seq.), Safe Drinking Water Act (42 U.S.C. §3000(f) et seq.), Toxic
        Substances Control Act (15 U.S.C. §2601 et seq.), Clean Air Act (42 U.S.C. §7401
        et seq.), Comprehensive Environmental Response, Compensation and Liability
        Act
        (42 U.S.C. §9601 et seq.) and other similar federal, state and local
        statutes.

       

      “ERISA”
        means the United States Employee Retirement Income Security Act of
        1974.

       

      “ERISA
        Affiliate” means any Person that together with the Seller would be deemed a
“single employer” within the meaning of Section 414 of the Code.

       

      “ERISA
        Affiliate Plan” means each Employee Benefit Plan sponsored or maintained or
        required to be sponsored or maintained at any time by any ERISA Affiliate,
        or to
        which such ERISA Affiliate makes or has made, or has or has had an obligation
        to
        make, contributions at any time, or with respect to which such ERISA Affiliate
        has any liability or obligation.

       

      “FMLA”
        means the United States Family and Medical Leave Act.

       

      “GAAP”
        means United States generally accepted accounting principles.

       

      “Governmental
        Entity” means any (a) nation, state, commonwealth, county, city, town,
        village, district, or other jurisdiction of any nature, (b) federal, state,
        local, municipal, foreign, or other government, (c) federal, state, local
        or foreign governmental or quasi-governmental authority of any nature (including
        any agency, branch, department, board, commission, court or tribunal),
        (d) multi-national or supra-national organization or body, (e) body
        exercising, or entitled or purporting to exercise, any administrative,
        executive, judicial, legislative, police, regulatory, or taxing authority
        or
        power, including any court or arbitrator, (f) self-regulatory organization
        or (g) official of any of the foregoing.

       

      “Hazardous
        Materials” means any pollutant, chemical, substance and any toxic,
        infectious, carcinogenic, reactive, corrosive, ignitable or flammable chemical,
        or chemical compound, or hazardous substance, material or waste, whether
        solid,
        liquid or gas, that is subject to regulation, control or remediation under
        any
        Environmental Laws, including any quantity of friable asbestos, urea
        formaldehyde, polychlorinated biphenyls, radon gas, crude oil or any fraction
        thereof, all forms of natural gas, petroleum products or by-products or
        derivatives.

       

      “Indemnified
        Party” means a Purchaser Indemnified Party or a Seller Indemnified
        Party.

       

      “Intellectual
        Property” means any or all of the following and all rights, arising out of
        or associated therewith: (a) all United
        States patents and applications therefor and all reissues,
        divisions, renewals, extensions, provisionals, continuations and
        continuations-in-part thereof; (b) all inventions (whether patentable or
        not), invention disclosures, improvements, proprietary information, know-how,
        technology, technical data and customer lists, and all documentation relating
        to
        any of the foregoing; (c) all copyrights, copyright registrations and
        applications therefor, and all other rights corresponding thereto; (d) all
        industrial designs and any registrations and applications therefor; (e) all
        internet uniform resource locators, domain names, trade names,

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      logos,
        slogans, designs, common law trademarks and service marks, trademark and
        service
        mark registrations and applications therefor; (f) all databases and data
        collections and all rights therein; (g) all moral and economic rights of
        authors and inventors, however denominated; and (h) any similar or
        equivalent rights to any of the foregoing.

       

      “Knowledge”
        means, with respect to the Seller, all facts known by any officer of the
        Seller
        or any of the Members on the date hereof or on the Closing Date following
        reasonable inquiry and diligence with respect to the matters at
        hand.

       

      “Labor
        Laws” means all Laws governing or concerning labor relations, unions and
        collective bargaining, conditions of employment, employee classification,
        employment discrimination and harassment, wages, hours or occupational safety
        and health, including ERISA, the United States Immigration Reform and Control
        Act of 1986, the United States National Labor Relations Act, the United States
        Civil Rights Acts of 1866 and 1964, the United States Equal Pay Act, the
        United
        States Americans with Disabilities Act, the United States Age Discrimination
        in
        Employment Act, FMLA, WARN, OSHA, the United States Davis Bacon Act, the
        United
        States Walsh-Healy Act, the United States Service Contract Act, United States
        Executive Order 11246, the United States Fair Labor Standards Act and the
        United
        States Rehabilitation Act of 1973.

       

      “Laws”
        means all laws, statutes, common law, rules, codes, regulations, restrictions,
        ordinances, orders, decrees, approvals, directives, judgments, rulings,
        injunctions, writs, awards and decrees of, or issued or entered by, all
        Governmental Entities.

       

      “Leased
        Real Property” means the parcel of real property located at 1691 Phoenix
        Boulevard, Suite 130, Atlanta, Georgia.

       

      “Licenses”
        means all notifications, licenses, permits (including environmental,
        construction and operation permits), franchises, certificates, approvals,
        exemptions, classifications, registrations and other similar documents and
        authorizations issued by any Governmental Entity, and applications
        therefor.

       

      “Liens”
        means all mortgages, liens, pledges, security interests, charges, claims,
        restrictions and encumbrances of any nature whatsoever.

       

      “Material
        Adverse Effect” means any state of facts, change, event, effect or
        occurrence (when taken together with all other states of fact, changes, events,
        effects or occurrences) that has, has had or is reasonably likely to have
        a
        materially adverse effect on the financial condition, results of operations,
        prospects, properties, assets or liabilities (including contingent liabilities)
        of the Seller or the Assets.  A Material Adverse Effect shall also
        include any state of facts, change, event or occurrence that shall have occurred
        or been threatened that (when taken together with all other states of facts,
        changes, events, effects or occurrences that have occurred or been threatened)
        has prevented or materially delayed, or would be reasonably likely to prevent
        or
        materially delay, the performance by the Seller or the Members of their
        obligations hereunder or the consummation of the transactions contemplated
        hereby.

       

      “NLRB”
        means the United States National Labor Relations Board.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      “Non-Assignable
        Contracts” means Assumed Contracts that require third-party consents for
        assignment that have not been obtained by the Seller as of the
        Closing.

       

      “OSHA”
        means the United States Occupational Safety and Health
        Administration.

       

      “Owned
        Real Property” means the parcels of real property which the Seller owns
        (together with all fixtures and improvements thereon).

       

      “Parent
        Stock” means the common stock, par value $0.001, of Winsonic Digital Media
        Group, Ltd., a Georgia corporation.

       

      “Party”
        or “Parties” means, individually, the Purchaser, the Seller, each Member
        and the Seller Representative and, collectively, the Purchaser, the Seller,
        the
        Members and the Seller Representative.

       

      “Paychex
        Employee” means any individual employed by Paychex, Inc.

       

       “Permitted
        Liens” means (a) Liens for Taxes not yet due and payable (excluding
        Liens arising under ERISA or Code Section 412), (b) Liens of carriers,
        warehousemen, mechanics, materialmen and repairmen incurred in the ordinary
        course of business consistent with past practice and not yet delinquent,
        (c) in
        the case of the Real Property, zoning, building, or other restrictions,
        variances, covenants, rights of way, encumbrances, easements and other minor
        irregularities in title, none of which, individually or in the aggregate,
        (i)
        interfere in any material respect with the present use of or occupancy of
        the
        affected parcel by the Seller, (ii) have more than an immaterial effect on
        the
        value thereof or its use or (iii) would impair the ability of such parcel
        to be
        sold for its present use, and (d) the Liens set forth on Exhibit
        1.1(a).

       

      “Person”
        means any individual, corporation, partnership, joint venture, limited liability
        company, trust, unincorporated organization or Governmental Entity.

       

      “Preliminary
        Financial Statements” means (a) the unaudited balance sheets of the Seller
        as of December 31, 2005, December 31, 2006 and May 31, 2007, and (b) the
        unaudited statements of income of the Seller for the 12-month period ended
        December 31, 2005, the 12-month period ended December 31, 2006, and the
        five-month period ended May 31, 2007.

       

      “Purchaser
        Ancillary Documents” means any certificate, agreement, document or other
        instrument, other than this Agreement, to be executed and delivered by the
        Purchaser in connection with the transactions contemplated hereby.

       

      “Purchaser
        Benefit Plan” means any Employee Benefit Plan maintained by the Purchaser or
        any of its Affiliates.

       

      “Purchaser
        Indemnified Parties” means the Purchaser and its Affiliates, their
        respective officers, directors, employees, agents and representatives and
        the
        heirs, executors, successors and assigns of any of the foregoing.

       

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

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      “Receivables”
        means the Seller’s accounts receivable, notes receivable and other receivables
        as of the close of business on the Closing Date.

       

      “Registered
        Intellectual Property” means all United States: (a) patents and patent
        applications (including provisional applications); (b) registered
        trademarks and service marks, applications to register trademarks and service
        marks, intent-to-use applications, or other registrations or applications
        related to trademarks and service marks; (c) registered copyrights and
        applications for copyright registration; (d) domain name registrations; and
        (e) any other Intellectual Property that is the subject of an application,
        certificate, filing, registration or other document issued, filed with, or
        recorded with any Governmental Entity.

       

      “Release”
        means, with respect to any Hazardous Material, any spilling, leaking, pumping,
        pouring, emitting, emptying, discharging, injecting, escaping, leaching,
        dumping
        or disposing into any surface or ground water, drinking water supply, soil,
        surface or subsurface strata or medium, or the ambient air.

       

      “Seller
        Ancillary Documents” means any certificate, agreement, document or other
        instrument, other than this Agreement, to be executed and delivered by the
        Seller or a Member in connection with the transactions contemplated
        hereby.

       

      “Seller
        Benefit Plan” means each Employee Benefit Plan sponsored or maintained or
        required to be sponsored or maintained at any time by the Seller or to which
        the
        Seller makes or has made, or has or has had an obligation to make, contributions
        at any time or with respect to which the Seller has any liability or
        obligation.

       

      “Seller
        Indemnified Parties” means the Seller, the Members and their respective
        officers, directors, employees, agents and representatives and the heirs,
        executors, successors and assigns of any of the foregoing.

       

      “Seller
        Intellectual Property” means any Intellectual Property that is owned by or
        licensed to the Seller, including the Seller Software.

       

      “Seller
        Registered Intellectual Property” means all of the Registered Intellectual
        Property owned by, filed in the name of, or licensed to the Seller.

       

      “Seller
        Software” means all software used by the Seller in the
        Business.

       

      “Software”
        means any computer software program, together with any error corrections,
        updates, modifications, or enhancements thereto, in both machine-readable
        form
        and human-readable form, including all comments and any procedural
        code.

       

      “Taxes”
        means all taxes, assessments, charges, duties, fees, levies and other charges
        of
        a Governmental Entity, including income, franchise, capital stock, real
        property, personal property, tangible, withholding, employment, payroll,
        social
        security, social contribution, unemployment compensation, disability, transfer,
        sales, use, excise, gross receipts, value-added and all other taxes of any
        kind
        (including taxes under Treasury Regulation Section 1.1502-6) for which the
        Seller or the Purchaser may have any liability imposed by any Governmental
        Entity, whether

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      disputed
        or not, and any related charges, interest or penalties imposed by any
        Governmental Entity.

       

      “Tax
        Return” means any report, return, declaration or other information, in
        whatever form or medium, required to be supplied to a Governmental Entity
        in
        connection with Taxes, including estimated returns and reports of every kind
        with respect to Taxes.

       

      “Transferred
        Employee” means an employee of the Seller who accepts an offer of employment
        from the Purchaser.  Such employee shall be considered a “Transferred
        Employee” as of the time he or she first performs services for the Purchaser on
        or after the Closing Date.

       

      “Treasury
        Regulations” means the temporary and final income Tax regulations,
        promulgated under the Code.

       

      “WARN”
        means the United States Worker Adjustment and Retraining Notification Act
        and
        similar state Laws.

       

      Section
        1.2                                Other
        Definitions.  Each of the following terms is defined in the
        Section set forth opposite such term:  

       

      
        
          	Term	 	Section
	 	 	 
	
                  Acquisition
                    Transaction

                	 	
                  7.3

                
	
                  Assets

                	 	
                  2.1

                
	
                  Assumed
                    Liabilities

                	 	
                  2.3(b)

                
	
                  Assumption
                    Agreement

                	 	
                  9.2(c)

                
	
                  Bill
                    of Sale

                	 	
                  9.2(b)

                
	
                  Customer

                	 	
                  4.24

                
	
                  Excluded
                    Assets

                	 	
                  2.2

                
	
                  Expiration
                    Date

                	 	
                  10.1(e)

                
	
                  Indemnifying
                    Party

                	 	
                  11.3(a)

                
	
                  Members

                	 	
                  Preamble

                
	
                  Notice
                    of Claim

                	 	
                  11.3(c)

                
	
                  Parties

                	 	
                  Preamble

                
	
                  Party

                	 	
                  Preamble

                
	
                  Purchase
                    Price

                	 	
                  3.1

                
	
                  Purchaser

                	 	
                  Preamble

                
	
                  Purchaser
                    Cap

                	 	
                  11.5

                
	
                  Purchaser
                    Losses

                	 	
                  11.1

                
	
                  Seller

                	 	
                  Preamble

                
	
                  Seller
                    Losses

                	 	
                  11.2

                
	
                  Seller
                    Representative

                	 	
                  Preamble

                
	
                  Supplier

                	 	
                  4.24

                


        

      

      


      Section
        1.3                                Accounting
        Terms.  All accounting terms not specifically defined herein shall
        be construed in accordance with GAAP.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      ARTICLE
        II

      PURCHASE
        AND SALE

       

      Section
        2.1             Agreement
        to Purchase and Sell.  Subject to the terms and conditions hereof,
        at the Closing, the Seller shall sell, assign, transfer and deliver to the
        Purchaser, and the Purchaser shall purchase and acquire from the Seller,
        all
        right, title and interest of the Seller in and to, except for the Excluded
        Assets, all of its assets, properties and rights of every kind, nature,
        character and description, whether real, personal or mixed, whether tangible
        or
        intangible, and wherever situated, in existence on the date hereof and any
        additions thereto on or before the Closing Date (such assets, properties
        and
        rights, being referred to as the “Assets”), free and clear of all Liens
        other than Permitted Liens.  The Assets shall include the Seller’s
        right, title and interest in and to the following assets, properties and
        rights:

       

      (a)           cash,
        cash equivalents and marketable securities and all rights to any bank
        accounts;

       

      (b)           inventory,
        including finished goods, supplies, raw materials, work in progress, spare,
        replacement and component parts, and other inventory property located at,
        stored
        on behalf of or in transit to the Seller;

       

      (c)           deposits,
        advances, pre-paid expenses and credits;

       

      (d)           fixed
        assets, vehicles, equipment, machinery, tools, furnishings, computer hardware
        and fixtures;

       

      (e)           the
        Assumed Contracts;

       

      (f)           the
        goodwill, patents, patent applications, copyrights, copyright applications,
        methods, know-how, Software, technical documentation, processes, procedures,
        inventions, trade secrets, trademarks, trade names, service marks, service
        names, registered user names, technology, research records, data, designs,
        plans, drawings, manufacturing know-how and formulas, whether patentable
        or
        unpatentable, and other intellectual or proprietary rights or property (and
        all
        rights thereto and applications therefor), including all Seller Intellectual
        Property;

       

      (g)           the
        Receivables, the proceeds thereof, and any security therefor;

       

      (h)           causes
        of action, lawsuits, judgments, claims and demands of any nature, whether
        arising by way of counterclaim or otherwise;

       

      (i)           all
        express or implied guarantees, warranties, representations, covenants,
        indemnities and similar rights;

       

      (j)           Licenses,
        including those set forth on Schedule 4.26;

       

      (k)           insurance
        proceeds and insurance awards receivable with respect to any of the Assets
        which
        arise from or relate to events occurring prior to or on the Closing
        Date;

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      (l)            
         information, files, correspondence, records, data, plans, reports,
        Contracts and recorded knowledge, including customer, supplier, price and
        mailing lists, and all accounting or other books and records of the Seller
        in
        whatever media retained or stored, including computer programs and disks;
        and

       

      (m)           
        the Owned Real Property.

       

      Section
        2.2              Excluded
        Assets.  Notwithstanding anything to the contrary set forth
        herein, the Assets shall not include the following assets, properties and
        rights
        of the Seller (collectively, the “Excluded Assets”):

       

      (a)           the
        articles of organization and operating agreement and minute books of the
        Seller;

       

      (b)           the
        Leased Real Property and all licenses, permits, approvals, easements and
        other
        rights relating thereto;

       

      (c)           the
        rights that accrue to the Seller hereunder;

       

      (d)           rights
        to refunds of Taxes paid by the Seller, whether paid directly by the Seller
        or
        indirectly by a third party on the Seller’s behalf, regardless of whether such
        rights have arisen or hereafter arise; and

       

      (e)           insurance
        policies (and any cash or surrender value thereon).

       

      Section
        2.3            Assumption
        of Assumed Liabilities.  

       

      (a)           Except
        as provided in Section
        2.3(b), the Purchaser shall not assume, in connection with the transactions
        contemplated hereby, any liability or obligation of the Seller whatsoever,
        whether known or unknown, disclosed or undisclosed, accrued or hereafter
        arising, absolute or contingent, and the Seller shall retain responsibility
        for
        all such liabilities and obligations.

       

      (b)           Effective
        as of the Closing, the Purchaser shall assume the following liabilities and
        obligations of the Seller (collectively, the “Assumed
        Liabilities”):

       

      (i)           the
        obligations of the Seller under each Assumed Contract, except to the extent
        such
        obligations are required to be performed on or prior to the Closing Date,
        are
        not disclosed on the face of such Assumed Contract, or accrue and relate
        to the
        operation of the Business prior to the Closing Date;

       

      (ii)           the
        current liabilities of the Seller accrued on the Preliminary Financial
        Statements and current liabilities of the Seller incurred in the ordinary
        course
        of business after the date of the Preliminary Financial Statements and on
        or
        before the Closing Date; and

       

      (iii)           those
        debt obligations and other liabilities of Seller set forth on Exhibit
        2.3(b)(iii) (the “Assumed Long-Term Liabilities”).

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      (c)           Specifically
        Excluded Liabilities.  Except for the Assumed Liabilities,
        Purchaser shall not assume any obligation or liability of Seller of any kind,
        and Seller shall pay, satisfy and perform all of its obligations (other than
        the
        Assumed Liabilities), whether fixed, contingent, known or unknown and whether
        existing as of the Closing or arising thereafter, which may affect in any
        way
        the transferred assets.  Such specifically excluded liabilities shall
        include all claims, actions, litigation and proceedings relating to any or
        all
        of the foregoing and all costs and expenses in connection
        therewith.

       

      ARTICLE
        III

      PURCHASE
        PRICE; ALLOCATIONS

       

      Section
        3.1              Purchase
        Price.  The aggregate amount to be paid for the Assets (the
“Purchase Price”) shall be 4,287,490 shares of Parent
        Stock.  In addition to the foregoing payment, as consideration for the
        sale, assignment, transfer and delivery of the Assets, the Purchaser shall
        assume and discharge the Assumed Liabilities.

       

      Section
        3.2              Payment
        of Purchase Price.  On the Closing Date, the Purchaser shall
        deliver, or shall arrange to be delivered, to each Member the portion of
        the
        Purchase Price set forth opposite such Member’s name on Exhibit
        3.2.

       

      Section
        3.3              Allocation
        of Purchase Price.  The Purchase Price shall be allocated among
        the Assets at their respective book values and any balance of the Purchase
        Price
        shall be allocated to goodwill.  The Purchaser and the Seller shall
        file their Tax Returns (and IRS Form 8594, if applicable) on the basis of
        such allocation and neither Party shall thereafter take a Tax Return position
        inconsistent with such allocation unless such inconsistent position shall
        arise
        out of or through an audit or other inquiry or examination by the Internal
        Revenue Service or other Governmental Entity.

       

      Section
        3.4             Allocation
        of Certain Items.  With respect to certain expenses incurred in
        the operations of the Seller, the following allocations shall be made between
        the Seller on the one hand and the Purchaser on the other:

       

      (a)           Taxes.  Real
        and ad valorem property Taxes shall be apportioned at the Closing based upon
        the
        amounts set forth in the current tax bills therefor and the number of days
        in
        the taxable period prior to (and including) the Closing Date and in the taxable
        period following the Closing Date.

       

      (b)           Utilities.  Utilities,
        water and sewer charges shall be apportioned based upon the number of Business
        Days occurring prior to (and including) the Closing Date and following the
        Closing Date during the billing period for each such charge.

       

      Appropriate
        cash payments by the Purchaser or the Seller, as the case may require, shall
        be
        made hereunder from time to time as soon as reasonably practicable after
        the
        facts giving rise to the obligation for such payments are known in the amounts
        necessary to give effect to the allocations provided for in this Section
        3.4.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      ARTICLE
        IV

      REPRESENTATIONS
        AND WARRANTIES OF

      THE SELLER AND THE MEMBERS

       

      The
        Seller and the Members hereby represent and warrant to the Purchaser as follows,
        as of the date hereof and the Closing Date:

       

      Section
        4.1             Organization.

       

      (a)           The
        Seller is a limited liability company duly organized, validly existing and
        in
        good standing under the Laws of the State of Georgia and has all requisite
        corporate power and authority to own, lease and operate its properties and
        to
        carry on the Business as now being conducted.  The authorized
        ownership interests of the Seller are set forth on Schedule
        4.1(a).  The Members own all of the issued an outstanding
        ownership interests of the Seller.  There are no outstanding options,
        warrants, conversion rights, subscriptions or other rights entitling any
        Person
        to acquire or receive, or requiring the Seller to issue, any ownership interests
        or securities convertible into, or exchangeable for, such ownership
        interests.

       

      (b)           The
        Seller is duly qualified or registered as a foreign entity to transact business
        under the Laws of each jurisdiction where the character of its activities
        or the
        location of the properties owned or leased by it requires such qualification
        or
        registration.  Schedule 4.1(b) contains a true, correct
        and complete list of the jurisdictions in which the Seller is qualified or
        registered to do business as a foreign entity.  The Seller has
        heretofore delivered to the Purchaser true, correct and complete copies of
        its
        articles of organization and operating agreement as currently in effect and
        its
        corporate record books with respect to actions taken by its members and
        managers.

       

      (c)           The
        Seller does not own, directly or indirectly, any capital stock or other equity,
        securities or interests in any other corporation or in any limited liability
        company, partnership, joint venture or other Person. Except for the Business,
        the Seller is not engaged in any other business or commercial
        activity.  All activities and operations of the Business are conducted
        by the Seller and no Person (except in his or her capacity as a director,
        officer or employee of the Seller) is engaged in the Business.

       

      (d)           There
        are no assets, properties or rights (whether real, personal or mixed and
        whether
        tangible or intangible) that are owned or used by the Seller that are not
        related to or utilized in the Business.  There are no liabilities of
        the Seller of any kind whatsoever, whether accrued, contingent, absolute
        or
        otherwise, that are not related to the Business.

       

      Section
        4.2            
Authorization.  The Seller has full corporate power and
        authority to execute and deliver this Agreement and the Seller Ancillary
        Documents and to perform its obligations hereunder and thereunder and to
        consummate the transactions contemplated hereby and thereby.  This
        Agreement has been, and the Seller Ancillary Documents shall be as of the
        Closing Date, duly executed and delivered by the Seller and do or shall,
        as the
        case may be,

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      constitute
        the valid and binding agreements of the Seller, enforceable against the Seller
        in accordance with their respective terms.

       

      Section
        4.3            Absence
        of Restrictions and Conflicts.  The execution, delivery and
        performance by the Seller of this Agreement and the Seller Ancillary Documents,
        as applicable, the consummation of the transactions contemplated hereby and
        thereby and the fulfillment of and compliance with the terms and conditions
        hereof and thereof do not or shall not (a) contravene or conflict with any
        term or provision of the articles of organization or operating agreement
        of the
        Seller, (b) except as indicated on Schedule 4.3, violate or conflict
        with, constitute a breach of or default under, result in the loss of any
        benefit
        under, permit the acceleration of any obligation under or create in any party
        the right to terminate, modify or cancel any Contract or License to which
        the
        Seller is a party, (c) contravene or conflict with any judgment, decree or
        order of any Governmental Entity to which the Seller is a party or by which
        the
        Seller or any of its respective properties are bound, (d) contravene or
        conflict with any Law or arbitration award applicable to the Seller, or (e)
        result in the creation or imposition of any Lien on any
        Asset.  

       

      Section
        4.4            Consents.  No
        consent, approval, order or authorization of, or registration, declaration
        or
        filing with, any Governmental Entity is required with respect to the Seller
        or
        any of the Members in connection with the execution, delivery or performance
        of
        this Agreement or the Seller Ancillary Documents or the consummation of the
        transactions contemplated hereby.

       

      Section
        4.5            Real
        Property.

       

      (a)           Schedule
        4.5(a) sets forth a true, correct and complete legal description of each
        parcel of Owned Real Property.  The Seller has good and marketable,
        indefeasible, fee simple title to the Owned Real Property.  The Seller
        has delivered to the Purchaser true, correct and complete copies of the deeds
        and other instruments (as recorded) by which the Seller acquired the Owned
        Real
        Property, and true, correct and complete copies of all title insurance policies,
        abstracts and surveys relating to the Owned Real Property.

       

      (b)           Except
        for the Permitted Liens, no Real Property is subject to (i) any Liens, (ii)
        any
        governmental decree or order (or, to the Knowledge of the Seller, threatened
        or
        proposed order) or (iii) any rights of way, building use restrictions,
        exceptions, variances, reservations or limitations of any nature
        whatsoever.

       

      (c)           There
        are no improvements and fixtures on the Real Property.  There is no
        condemnation, expropriation or similar proceeding pending or, to the Knowledge
        of the Seller, threatened against any of the Real Property or any improvement
        thereon.  The Real Property constitutes all of the real property
        utilized by the Seller in the operation of the Business.  None of the
        Real Property is used for any purpose other than the operation of the
        Business.

       

      Section
        4.6            Personal
        Property.  All equipment and other items of tangible personal
        property and assets included in the Assets (a) are free of defects and in
        good
        operating condition and in a state of good maintenance and repair, ordinary
        wear
        and tear excepted and (b) were acquired and are usable in the regular and
        ordinary course of business.  All of the tangible

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      personal
        property and assets included in the Assets are located at the Owned Real
        Property.  No Person other than the Seller owns any equipment or other
        tangible personal property or asset that is necessary to the operation of
        the
        Business, except for the leased equipment, property or Assets listed on
Schedule 4.6.  

       

      Section
        4.7           Sufficiency
        of and Title to Assets.  The Assets constitute all of the assets
        (whether real, personal or mixed and whether tangible or intangible) necessary
        and sufficient to permit the Seller to conduct the Business in accordance
        with
        the Seller’s past practices and as presently planned to be
        conducted.  The Seller has (and shall convey to the Purchaser at the
        Closing) good title to or, in the case of leased property, valid leasehold
        interests in, the Assets, free and clear of all Liens except Permitted
        Liens.

       

      Section
        4.8         
 Inventory.  The Seller’s inventory (a) was acquired
        and is sufficient for the operation of the Business in the ordinary course
        consistent with past practice, (b) is of a quality and quantity usable or
        saleable in the ordinary course of business, and (c) is valued on the books
        and
        records of the Seller at the lower of cost or market with the cost determined
        under the weighted average inventory valuation method consistent with past
        practice.  

       

      Section
        4.9           Financial
        Statements.  Schedule 4.9 contains true, correct and
        complete copies of the Preliminary Financial Statements.  The
        Preliminary Financial Statements are in conformity with GAAP and have been
        prepared from, and are in accordance with, the books and records of the Seller,
        which books and records have been maintained on a basis consistent with the
        past
        practice of the Seller.  Each balance sheet included in the
        Preliminary Financial Statements (including the related notes and schedules)
        is
        true, correct and complete and fairly presents the financial position of
        the
        Seller as of the date of such balance sheet, and each statement of income
        and
        cash flows included in the Preliminary Financial Statements (including the
        related notes and schedules) is true, correct and complete and fairly presents
        the results of operations and changes in cash flows, as the case may be,
        of the
        Seller for the periods set forth therein.  

       

                 On
        or prior to the Closing Date, the Seller shall provide the Purchaser with
        true,
        correct and complete copies of the Audited Financial Statements.  The
        Audited Financial Statements will be in conformity with GAAP and will be
        prepared from, and will be in accordance with, the books and records of the
        Seller, which books and records have been maintained on a basis consistent
        with
        the past practice of the Seller.  Each balance sheet included in the
        Audited Financial Statements (including the related notes and schedules)
        will be
        true, correct and complete and fairly presents the financial position of
        the
        Seller as of the date of such balance sheet, and each statement of income
        and
        cash flows included in the Audited Financial Statements (including the related
        notes and schedules) will be true, correct and complete and will fairly present
        the results of operations and changes in cash flows, as the case may be,
        of the
        Seller for the periods set forth therein.  

       

                 Since
        December 31, 2006, there has been no change in any accounting (or tax
        accounting) policy, practice or procedure of the Seller.  The Seller
        maintains accurate books and records reflecting its assets, liabilities,
        revenues and expenses and maintains proper and adequate internal accounting
        controls which provide assurance that (i) transactions are executed in
        accordance with management’s authorization, (ii) transactions are recorded
        as necessary to

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      permit
        preparation of financial statements in conformity with GAAP, and
        (iii) accounts, notes and other receivables and inventory are recorded
        accurately, and proper and adequate procedures are implemented to effect
        the
        collection thereof on a current and timely basis.

       

      Section
        4.10          No
        Undisclosed Liabilities.  There are no liabilities of the Seller
        of any kind whatsoever, whether accrued, contingent, absolute or otherwise,
        and
        whether known or unknown, except for:

       

      (a)           liabilities
        and obligations fully reflected or provided for in the Preliminary Financial
        Statements or the Audited Financial Statements;

       

      (b)           liabilities
        and obligations incurred in the ordinary course of business, consistent with
        past practice, since December 31, 2006; and

       

      (c)           liabilities
        and obligations under Contracts that are not (i) attributable to any failure
        by
        the Seller to comply with the terms thereof or any express or implied warranty,
        or (ii) entered into in violation of this Agreement.

       

      Section
        4.11           Absence of
        Certain Changes.  Since December 31, 2006, there has not been
        (a) any Material Adverse Effect, (b) any damage, destruction, loss or
        casualty to property or assets of the Seller (including the Assets) with
        a value
        in excess of $10,000, whether or not covered by insurance, (c) any sale,
        transfer or disposition of any properties or assets, other than sales of
        inventory in the ordinary course of business, consistent with past practice
        or
        (d) any action taken of the type described in Section 7.1 that, had such
        action occurred following the date hereof without the Purchaser’s prior
        approval, would be in violation of such Section 7.1.

       

      Section
        4.12           Legal
        Proceedings.  Except as set forth on Schedule 4.12, there
        is no suit, action, claim, arbitration, proceeding or investigation pending
        or,
        to the Knowledge of the Seller, threatened against the Seller, or the Assets
        before any Governmental Entity.  No suit, action, claim, proceeding or
        investigation pending or, to the Knowledge of the Seller, threatened against
        the
        Seller or the Assets before any Governmental Entity (including any of those
        set
        forth on Schedule 4.12), if finally determined adversely, is reasonably
        likely, individually or in the aggregate, to have a Material Adverse
        Effect.  The Seller is not subject to any judgment, decree,
        injunction, rule or order of any court or arbitration panel.

       

      Section
        4.13           Compliance
        with Law.  The Seller is (and has been at all times since Seller’s
        inception) in compliance with all applicable Laws (including applicable Laws
        relating to zoning and the safety and health of employees).  The
        Seller (a) has not been charged with, and the Seller has not received any
        written notice that it is under investigation with respect to, and, to the
        Knowledge of the Seller, is not otherwise now under investigation with respect
        to, a violation of any applicable Law, (b) is not a party to, or bound by,
        any order, judgment, decree, injunction, rule or award of any Governmental
        Entity and (c) has filed all reports and has all Licenses required to be
        filed
        with any Governmental Entity on or prior to the date hereof. 

       

      Section
        4.14          Contracts.  True,
        correct and complete copies of all Assumed Contracts have been provided to
        the
        Purchaser.  The Assumed Contracts are legal, valid, binding and
        enforceable in accordance with their respective terms with respect to the
        Seller
        and, to the Knowledge of the Seller, each other party thereto.  There
        is no existing default or breach of the

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Seller
        under any Assumed Contract (or event or condition that, with notice or lapse
        of
        time or both could constitute a default or breach) and, to the Knowledge
        of the
        Seller, there is no such default (or event or condition that, with notice
        or
        lapse of time or both, could constitute a default or breach) with respect
        to any
        third party to any Assumed Contract.  There is no term, obligation,
        understanding or agreement that would modify any term of an Assumed Contract
        or
        any right or obligation of a party thereunder which is not reflected on the
        face
        of such Assumed Contract.  The Seller is not participating in any
        discussions or negotiations regarding modification of or amendment to any
        Assumed Contract or entry in any new Contract.  

       

      Section
        4.15          Tax Returns;
        Taxes.  

       

      (a)           All
        Tax Returns due to have been filed by the Seller through the date hereof
        in
        accordance with all applicable Laws (pursuant to an extension of time or
        otherwise) have been duly filed and are true, correct and complete in all
        respects.  All Taxes, deposits and other payments for which the Seller
        has liability (whether or not shown on any Tax Return) have been paid in
        full or
        are accrued as liabilities for Taxes on the books and records of the
        Seller.

       

      (b)           The
        amounts so paid, together with all amounts accrued as liabilities for Taxes
        (including Taxes accrued as currently payable but excluding any accrual to
        reflect timing differences between book and Tax income) on the books of the
        Seller, shall be adequate based on the tax rates and applicable Laws in effect
        to satisfy all liabilities for Taxes of the Seller in any jurisdiction through
        the Closing Date, including Taxes accruable upon income earned through the
        Closing Date.

       

      (c)           No
        claims have been asserted and no proposals or deficiencies for any Taxes
        of the
        Seller are being asserted, proposed or, to the Knowledge of the Seller,
        threatened, and no audit or investigation of any Tax Return of the Seller
        is
        currently underway, pending or threatened.

       

      (d)           No
        claim has ever been made against the Seller by any Governmental Entity in
        a
        jurisdiction where the Seller does not file Tax Returns that the Seller is
        or
        may be subject to taxation in such jurisdiction.

       

      (e)           There
        are no Liens for Taxes with respect to the Seller or the Assets, nor is there
        any such Lien that is pending or, to the Knowledge of the Seller,
        threatened.

       

      Section
        4.16          Employees and
        Independent Contractors.  Schedule 4.16 contains a true,
        correct and complete list of all of the employees (including the Paychex
        Employees) currently employed by the Seller, specifying the name of the employee
        and type of labor/title.  All Persons classified by the Seller as
        independent contractors have been properly classified in accordance with
        all
        applicable Laws.  Each independent contractor and employee has the
        requisite License required to provide the services such independent contractor
        or employee provides the Seller, as applicable.  Neither the Seller
        nor the Members have received a claim from any Governmental Entity to the
        effect
        that the Seller has improperly classified any Person as an independent
        contractor, nor to the Knowledge of the Seller has any such claim been
        threatened.  Neither the Seller nor the Members have made any verbal
        commitments to any Person with respect to

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      compensation,
        promotion, retention, termination, severance or similar matters in connection
        with the transactions contemplated hereby or otherwise. 

       

      Section
        4.17           Seller
        Benefit Plans.  Except for the benefits provided by Paychex with
        respect to the Paychex Employees, the Seller does not have any Seller Benefit
        Plans or ERISA Affiliate Plans.  The Seller has not announced or
        entered into any plan or binding commitment to adopt, create or cause to
        exist
        any Seller Benefit Plan.   

       

      Section
        4.18           Labor
        Relations.

       

      (a)           No
        employee (including any Paychex Employee) currently used by the Company has
        been, or currently is, represented by a labor organization or group that
        was
        either certified or voluntarily recognized by any labor relations board
        (including the NLRB) or certified or voluntarily recognized by any other
        Governmental Entity.  The Seller is not and has never been a signatory
        to a collective bargaining agreement with any trade union, labor organization
        or
        group.

       

      (b)           The
        Seller is not and has not been engaged in any unfair labor practice and the
        Seller is not aware of any pending or, to the Knowledge of the Seller,
        threatened labor board proceeding of any kind, including any such proceeding
        against the Seller or any trade union, labor union, employee organization
        or
        labor organization representing the Seller’s employees.  No labor
        dispute, walk out, strike, slowdown, hand billing, picketing, work stoppage
        (sympathetic or otherwise), or other “concerted action” involving the employees
        of the Seller has occurred, is in progress or, to the Knowledge of the Seller,
        has been threatened.  The Seller is in compliance with all Labor Laws
        and is not liable for any liability, judgment, decree, order, arrearage of
        wages
        or taxes, fine or penalty for failure to comply with any Labor
        Law.  No citation has been issued by OSHA against the Seller and no
        notice of contest, claim, complaint, charge, investigation, or other
        administrative enforcement proceeding involving the Seller has been filed
        or is
        pending or, to the Knowledge of the Seller, threatened against the Seller
        under
        the Laws administered or enforced by OSHA or any other applicable Law relating
        to occupational safety and health.  No workers’ compensation or
        retaliation claim, complaint, charge or investigation has been filed or is
        pending against the Seller.

       

      (c)           The
        Seller has maintained and currently maintains adequate insurance as required
        by
        applicable Law with respect to workers’ compensation claims and unemployment
        benefits claims.

       

      Section
        4.19          Insurance
        Policies.  Schedule 4.19 contains a true, correct and
        complete list of all insurance policies carried by or for the benefit of
        the
        Seller, specifying the insurer, the amount of and nature of coverage, the
        risk
        insured against, the deductible amount (if any) and the date through which
        coverage shall continue by virtue of premiums already paid.  The
        Seller maintains sufficient insurance with reputable insurers for the business
        and assets of the Seller against all risks normally insured against, and
        in
        amounts normally carried, by the Seller consistent with past
        practice.  All insurance policies and bonds with respect to the
        business and assets of the Seller are in full force and effect and shall
        be
        maintained by the Seller in full force and effect as they apply to any matter,
        action or event relating to the Seller occurring through the

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Closing
        Date and the Seller has not reached or exceeded its policy limits for any
        insurance policy in effect at any time during the past five (5)
        years.

       

      Section
        4.20           Environmental,
        Health and Safety Matters.

       

      (a)           The
        Seller possesses all Licenses required under, and is in full compliance with,
        all Environmental Laws, and the Seller is in compliance with all applicable
        limitations, restrictions, conditions, standards, prohibitions, requirements,
        obligations, schedules and timetables contained in all Environmental Laws
        or
        contained in any other Law, or any notice or demand letter issued
        thereunder.

       

      (b)           No
        portion of the Real Property has been used as a landfill or waste disposal
        site.  None of the buildings and improvements owned or utilized by the
        Seller is constructed of, or contains as a component part thereof, any material
        that, either in its present form or as such material could reasonably be
        expected to change through aging and normal use and service, releases any
        substance, whether gaseous, liquid or solid, that is or may be, either in
        a
        single dose or through repeated and prolonged exposure, injurious or hazardous
        to the health of any individual who may from time to time be in or about
        such
        buildings or improvements.

       

      (c)           The
        Seller has not received notice of actual or threatened liability under CERCLA
        or
        any similar foreign, state or local Law from any Governmental Entity or any
        third party and there is no fact or circumstance (including, without limitation,
        the management, handling or Release of Hazardous Materials) that could form
        the
        basis for the assertion of any claim against the Seller under any Environmental
        Law, including CERCLA or any similar local, state or foreign Law with respect
        to
        any on-site or off-site location.

       

      (d)           The
        Seller has provided to the Purchaser true, correct and complete copies of
        any
        and all audits conducted regarding any environmental or health and safety
        matter
        related to the Real Property.  For purposes of this Section 4.20(d),
        an “audit” means any inspection, investigation, assessment, study or test
        performed at the request of, or on the behalf of, a Governmental
        Entity.  The Seller has provided to the Purchaser true, correct and
        complete copies of all reports, correspondence, memoranda, computer data
        and the
        complete files relating to environmental matters; and the Seller has not
        paid
        any fine, penalty or assessment within the prior five (5) years with respect
        to
        environmental matters.

       

      (e)           No
        improvement or equipment included in the Assets contains any asbestos,
        polychlorinated biphenyls, underground storage tanks, open or closed pits,
        sumps
        or other containers on or under any Asset.  The Seller has not
        imported, received, manufactured, produced, processed, labeled, or shipped,
        stored, used, operated, transported, treated or disposed of any Hazardous
        Material other than in compliance with all Environmental Laws.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


                      
        Section
        4.21          Intellectual
        Property.

       

      (a)           The
        Seller does not have any Seller Registered Intellectual Property.

       

      (b)           The
        Seller owns and has good and exclusive title to, or has licenses (sufficient
        for
        the conduct of its business as currently conducted) to, each item of Seller
        Intellectual Property, free and clear of any Lien (excluding licenses and
        related restrictions); the Seller is the exclusive owner or exclusive licensee
        of all trademarks and service marks, trade names and domain names used in
        connection with the operation or conduct of the Business, including the sale
        of
        any products or the provision of any services by the Seller, free and clear
        of
        all Liens; and the Seller’s licensing of any of its trademarks and service marks
        has been subject to commercially reasonable quality control of the Seller
        and
        the Seller has exercised such quality control in a consistent and commercially
        reasonable manner.

       

      (c)           The
        operation of the Business as it is currently conducted, including the design,
        development, marketing and sale of the products or services (including products
        currently under development), has not and does not infringe or misappropriate
        in
        any manner the Intellectual Property of any third party or, to the Knowledge
        of
        the Seller, constitute unfair competition or trade practices under the Laws
        of
        any jurisdiction.  To the Knowledge of the Seller, no Person has or is
        infringing or misappropriating any Seller Intellectual Property.

       

      (d)           The
        Seller has taken reasonable steps to protect the rights of the Seller in
        the any
        trade secret or confidential information of third parties used by the Seller,
        and, except under confidentiality obligations, there has not been any disclosure
        by the Seller of any such trade secret or confidential information of third
        parties.

       

      Section
        4.22           Software.  The
        Seller does not own any Software.  The Seller is in compliance in all
        respects with the terms and conditions of all Contracts in favor of the Seller
        relating to the Seller Software.

       

      Section
        4.23           Affiliate
        Matters.  Except as set forth on Schedule 4.23, no (a)
        Member or officer or director of the Seller, (b) Person with whom any such
        Member, officer or director has any direct or indirect relation by blood,
        marriage or adoption, or (c) Affiliate of any of the foregoing,  or
        (e) current or former Affiliate of the Seller, has any interest in or is
        a party
        to: (i) any Contract with, or relating to the Seller, the Business, the
        Assets or the Assumed Liabilities; (ii) any loan for or relating to the Seller,
        the Business or the Assets; or (iii) any property (real, personal or mixed,
        tangible or intangible) used or currently intended to be used by the
        Seller.  Schedule 4.23 also sets forth a true, correct and
        complete list of all accounts receivable, notes receivable and other receivables
        and accounts payable owed to or due from any such Person described above
        by or
        to the Seller.

       

      Section
        4.24            Customer
        and Supplier Relations.  Schedule 4.24(1) contains a true,
        correct and complete list of the names and addresses of the current customers
        of
        the Seller (the “Customers”).  Schedule 4.24(2) contains
        a true, correct and complete list of the names and addresses of the current
        suppliers of the Seller (the “Suppliers”).  The Seller
        maintains good

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      commercial
        relations with each of its Customers and Suppliers and, to the Knowledge
        of the
        Seller, no event has occurred that could materially and adversely affect
        the
        Seller’s relations with any such Customer or Supplier.  The Seller has
        not received any notice and does not have any Knowledge to the effect that
        any
        current customer or supplier may terminate or materially alter its business
        relations with the Seller, either as a result of the transactions contemplated
        hereby or otherwise.  All accounts receivable of the Seller (i) are
        valid, existing and collectible in a manner consistent with the Seller’s past
        practice without resort to legal proceedings or collection agencies,
        (ii) represent monies due for goods sold and delivered or services rendered
        in the ordinary course of business and (iii) are not subject to any refund
        or
        adjustment or any defense, right of set-off, assignment, restriction, security
        interest or other Lien.  

       

      Section
        4.25         Licenses.  Schedule
        4.25 is a true, correct and complete list of all Licenses held by the Seller
        for use in the Business.  The Seller owns or possesses all Licenses
        that are necessary to enable it to carry on the Business as presently conducted
        and as presently planned to be conducted.  All Licenses are valid,
        binding and in full force and effect.  The Seller has taken all
        necessary action to maintain each License, except where the failure to so
        act
        shall not have an adverse effect on the Seller or the Business.  No
        loss or expiration of any License is pending or, to the Knowledge of the
        Seller,
        threatened (other than expiration upon the end of any
        term).  Schedule 4.25 identifies with an asterisk each License
        set forth therein which by its terms cannot be transferred to the Purchaser
        at
        Closing. 

       

      Section
        4.26          Product and
        Service Warranties.  The Seller does not make any warranty or
        guaranty as to goods manufactured, sold, leased, licensed or delivered or
        services provided by the Seller, and there is no pending or, to the Knowledge
        of
        the Seller, threatened claim alleging any breach of any such warranty or
        guaranty.  

       

      Section
        4.27          Brokers,
        Finders and Investment Bankers.  Neither the Seller, nor any
        officer, member, director or employee of the Seller, nor any Affiliate of
        the
        Seller, nor any Member has employed any broker, finder or investment banker
        or
        incurred any liability for any investment banking fees, financial advisory
        fees,
        brokerage fees or finders’ fees in connection with the transactions contemplated
        hereby.

       

      Section
        4.28         
Disclosure.  No representations, warranties, assurances or
        statements by any Member or the Seller in this Agreement and no statement
        contained in any document (including the Preliminary Financial Statements,
        Audited Financial Statements and the schedules and exhibits to this Agreement),
        certificates or other writings furnished or to be furnished by any Member
        or the
        Seller (or caused to be furnished by any Member or the Seller) to the Purchaser
        or any of its representatives pursuant to the provisions hereof contains
        or will
        contain any untrue statement of material fact, or omits or will omit to state
        any fact necessary, in light of the circumstances under which it was made,
        in
        order to make the statements herein or therein not misleading.

       

      ARTICLE
        V

      REPRESENTATIONS
        AND WARRANTIES OF THE MEMBERS

       

      Each
        Member severally, and not jointly, represents and warrants to the Purchaser
        as
        follows, as of the date hereof and as of the Closing Date:

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Section
        5.1           
Authorization and Validity of Agreement.  Such Member has the
        legal right, power and capacity to execute and deliver this Agreement and
        the
        Seller Ancillary Documents to which it is a party and to perform its obligations
        hereunder and thereunder and to consummate the transactions contemplated
        hereby
        and thereby.  This Agreement has been, and the Seller Ancillary
        Documents to which it is a party shall be as of the Closing Date, duly and
        validly executed and delivered by such Member and do or shall, as the case
        may
        be, constitute the valid and binding agreements of such Member, enforceable
        against such Member in accordance with their respective terms.

       

      Section
        5.2            Absence
        of Restrictions and Conflicts.  The execution, delivery and
        performance by such Member of this Agreement and the Seller Ancillary Documents
        to which it is a party, the consummation of the transactions contemplated
        hereby
        and thereby and the fulfillment of and compliance with the terms and conditions
        hereof and thereof do not or shall not (as the case may be), with the passing
        of
        time or the giving of notice or both, (a) violate or conflict with, constitute
        a
        breach of or default under, result in the loss of any benefit under, permit
        the
        acceleration of any obligation under or create in any party the right to
        terminate, modify or cancel any Contract to which such Member is a party,
        (b)
        contravene or conflict with any judgment, decree or order of any Governmental
        Entity to which such Member is a party or by which such Member is bound,
        or (c)
        contravene or conflict with any Law or arbitration award applicable to such
        Member.

       

      Section
        5.3            Legal
        Proceedings.  There are no suits, actions, claims, proceedings or
        investigations pending or, to the knowledge of such Member, threatened against,
        relating to or involving such Member that could adversely affect such Member’s
        ability to consummate the transactions contemplated by this
        Agreement.

       

      Section
        5.4            Investment
        Representations.  

       

      (a)           No
        Member is acquiring shares of Parent Stock with any present intention of
        distributing or selling such shares in violation of federal, state or other
        securities laws.  Each Member agrees that it will not sell, transfer,
        offer for sale, pledge, hypothecate or otherwise dispose of the shares of
        Parent
        Stock in violation of any federal, state or other securities
        law.  Each Member acknowledges that the Parent Stock is subject to
        market and other conditions beyond the control of the Purchaser.

       

      (b)           Reliance
        upon Members’ Representations.  Each Member understands that the
        Parent Stock is being offered and sold to it in reliance on specific exemptions
        from the registration requirements of the United States federal securities
        laws
        and that the Purchaser is relying on the truth and accuracy of, and each
        Member’s compliance with, the representations, warranties, agreements,
        acknowledgments and understandings of the Members set forth herein in order
        to
        determine the availability of such exemptions and the eligibility of each
        Member
        to acquire the Parent Stock.

       

      (c)           Restricted
        Securities.  Each Member agrees and acknowledges that the
        Purchaser Stock to be received by such Member pursuant to this Agreement
        may not
        be sold, transferred or otherwise disposed of without registration under
        the
        Securities Act of 1933 (the “Securities Act”) or an exemption therefrom,
        and that in the absence of an

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      effective
        registration statement covering the Parent Stock or an available exemption
        from
        registration under the Securities Act, the Parent Stock must be held
        indefinitely.  In particular, each Member is aware that the Parent
        Stock may not be sold pursuant to Rule 144 promulgated under the Securities
        Act
        unless all of the conditions of that Rule are met.  Among the
        conditions for use of Rule 144 may be the availability of current information
        to
        the public about the Purchaser.

       

      (d)           Experience.  Each
        Member represents that it is experienced in evaluating and can bear the economic
        risk of investment in securities which are not registered under the Securities
        Act, and has such knowledge and experience in financial and business matters
        that such Member is capable of evaluating the merits and risks of an investment
        in the Parent Stock.

       

      (e)           Access
        to Information.  Each Member agrees and acknowledges that it has
        had access to such information regarding the Purchaser as it deems necessary
        for
        it to make an informed decision regarding the investment in the
        Purchaser.

       

      ARTICLE
        VI

      REPRESENTATIONS
        AND WARRANTIES OF PURCHASER

       

      The
        Purchaser hereby represents and warrants to the Seller and each of the Members
        as follows as of the date hereof and the Closing Date:

       

      Section
        6.1             
Organization.  The Purchaser is a limited liability company
        duly organized, validly existing and in good standing under the laws of the
        State of Georgia and has all requisite corporate power and authority to own,
        lease and operate its properties and to carry on the Business as now being
        conducted. 

       

      Section
        6.2              Authorization.  The
        Purchaser has full corporate power and authority to execute and deliver this
        Agreement and the Purchaser Ancillary Documents, to perform its obligations
        hereunder and thereunder and to consummate the transactions contemplated
        hereby
        and thereby.  The execution and delivery of this Agreement and the
        Purchaser Ancillary Documents by the Purchaser, the performance by the Purchaser
        of its obligations hereunder and thereunder, and the consummation of the
        transactions provided for herein and therein have been duly and validly
        authorized by all necessary corporate action on the part of the
        Purchaser.  This Agreement has been and, as of the Closing Date, the
        Purchaser Ancillary Documents shall be, duly executed and delivered by the
        Purchaser and do or shall, as the case may be, constitute the valid and binding
        agreements of the Purchaser, enforceable against the Purchaser in accordance
        with their respective terms.

       

      Section
        6.3             
Absence of Restrictions and Conflicts.  The execution, delivery
        and performance of this Agreement and the Purchaser Ancillary Documents,
        the
        consummation of the transactions contemplated hereby and thereby and the
        fulfillment of, and compliance with, the terms and conditions hereof and
        thereof
        do not or shall not (as the case may be), with the passing of time or the
        giving
        of notice or both, (a) contravene or conflict with any term or provision of
        the charter documents of the Purchaser, (b) violate or conflict with,
        constitute a breach of or default under, result in the loss of any benefit
        under, permit the acceleration of any

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      obligation
        under or create in any party the right to terminate, modify or cancel any
        Contract to which the Purchaser is a party, (c) contravene or conflict with
        any judgment, decree or order of any Governmental Entity to which the Purchaser
        is a party or by which the Purchaser is bound or (d) contravene or conflict
        with any statute, Law, rule or regulation applicable to the
        Purchaser.  No consent, approval, order or authorization of, or
        registration, declaration or filing with, any Governmental Entity is required
        with respect to the Purchaser in connection with the execution, delivery
        or
        performance of this Agreement or the Purchaser Ancillary Documents or the
        consummation of the transactions contemplated hereby or thereby.

       

      ARTICLE
        VII

      CERTAIN
        COVENANTS AND AGREEMENTS

       

      Section
        7.1              Conduct
        of Business by the Seller.  Except as expressly permitted by this
        Agreement or Schedule 7.1 or as required by applicable Law, during the
        period commencing on the date hereof and ending on the Closing Date, unless
        the
        Purchaser otherwise consents, the Seller shall (and the Members will cause
        the
        Seller to) conduct the Business in the ordinary course, consistent with past
        practice and shall:

       

      (a)           use
        its commercially reasonable efforts to preserve intact the goodwill and business
        organization of the Seller, keep the officers and employees of the Seller
        available to the Purchaser and preserve the relationships and goodwill of
        the
        Seller with customers, distributors, suppliers, employees and other Persons
        having business relations with the Seller;

       

      (b)           maintain
        its existence and good standing in its jurisdiction of organization and in
        each
        jurisdiction listed on Schedule 4.1(b);

       

      (c)           comply
        with all applicable Laws;

       

      (d)           maintain
        in existing condition and repair (ordinary wear and tear excepted), consistent
        with past practices, all equipment, fixtures and other tangible personal
        property located on the Real Property;

       

      (e)           not
        authorize for issuance or issue and deliver any additional membership interests
        or securities convertible into or exchangeable for membership interests,
        or
        issue or grant any right, option or other commitment for the issuance of
        membership interests;

       

      (f)           not
        amend or modify its articles of organization or operating
        agreement;

       

      (g)           not
        declare any dividend, pay or set aside for payment any dividend or other
        distribution or make any payment to any Member, officer or director or any
        Person with whom any such Member or manager has any direct or indirect relation,
        other than the payment of salaries in the ordinary course of business and
        consistent with past practice;

       

      (h)           not
        (i) create, incur or assume any indebtedness secured by the Assets,
        (ii) grant, create, incur or suffer to exist any Lien on the Assets that
        did not exist on the date hereof, (iii) write-down the value of any asset
        or
        investment (including any Asset)

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      on
        the
        books or records of the Seller, except for depreciation and amortization
        in the
        ordinary course of business and consistent with past practice, (iv) cancel
        any
        debt or waive any claim or right, (v) make any commitment for any capital
        expenditure to be made on or following the date hereof, (vi) enter into any
        Contract which cannot be cancelled by the Seller on notice of not longer
        than
        thirty (30) days and without liability or penalty of any kind, (vii) enter
        into
        any Contract which imposes, or purports to impose, any obligations or
        restrictions on any of its Affiliates, or (viii) settle or compromise any
        legal
        proceedings related to or in connection with the Seller’s business;

       

      (i)           not
        increase in any manner the compensation of, or enter into any new bonus or
        incentive agreement or arrangement with, any of its employees, officers,
        directors or consultants, except in the ordinary course of business to the
        extent consistent with past practice of the Seller;

       

      (j)           not
        enter into any Employment Agreement;

       

      (k)           perform
        in all material respects all of its obligations under all Assumed Contracts
        and
        Licenses, and not default or suffer to exist any event or condition that
        with
        notice or lapse of time or both could constitute a default under any Assumed
        Contract or License (except those being contested in good faith);

       

      (l)           continue
        to maintain its books and records in accordance with GAAP consistently applied
        and on a basis consistent with past practice and not make any change in any
        of
        its accounting (or tax accounting) policies, practices or
        procedures;

       

      (m)           continue
        its current cash and inventory management practices in the ordinary course
        of
        business consistent with past practice; and

       

      (n)           not
        authorize, or commit or agree to take, any of the foregoing
        actions.

       

      Section
        7.2             Notices
        of Certain Events.  The Seller shall promptly notify the Purchaser
        of:

       

      (a)           any
        fact, condition, change or event that, individually or in the aggregate,
        has had
        or could reasonably be expected to have a Material Adverse Effect or otherwise
        results in any representation or warranty of the Seller or the Members hereunder
        being inaccurate in any respect as of the date of such fact, condition, change
        or event had such representation or warranty been made as of such
        date;

       

      (b)           any
        fact, condition, change or event that causes or constitutes a breach of any
        of
        the representations or warranties of the Seller or the Members hereunder
        made as
        of the date hereof;

       

      (c)           any
        notice or other communication from any Person alleging that the consent of
        such
        Person is or may be required in connection with the transactions contemplated
        hereby;

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      (d)           any
        action, suit, claim, investigation or proceeding commenced or, to the Knowledge
        of the Seller, threatened against, relating to or involving or otherwise
        affecting the Seller that, if pending on the date hereof, would have been
        required to have been disclosed pursuant to Section 4.12 or that relate to
        the
        consummation of the transactions contemplated hereby; and

       

      (e)           (i)
        the damage or destruction by fire or other casualty of any Asset or part
        thereof
        or (ii) any Asset or part thereof becoming the subject of any proceeding
        (or, to
        the Knowledge of the Seller, threatened proceeding) for the taking thereof
        or of
        any right relating thereto by condemnation, eminent domain or other similar
        governmental action.

       

      The
        Seller and the Members hereby acknowledge that the Purchaser does not and
        shall
        not waive any right it may have hereunder solely as a result of such
        notifications and any notification given pursuant to this Section 7.2 (including
        any supplement to the schedules to this Agreement) shall (x) not have any
        effect
        for purposes of determining satisfaction of the conditions set forth in Section
        8.1 of this Agreement, (y) be disregarded for purposes of determining the
        obligations of the Seller under Article XI hereof, and (z) not in any way
        limit
        the Purchaser’s exercise of its rights hereunder.

       

      Section
        7.3             No
        Solicitation of Transactions.  Until the earlier of the Closing or
        the termination of this Agreement pursuant to Article X, neither the Seller
        nor
        any of the Members shall, directly or indirectly, through any officer, director,
        manager or agent of any of them or otherwise, initiate, solicit or encourage
        (including by way of furnishing non-public information or assistance), or
        enter
        into negotiations of any type, directly or indirectly, or enter into a
        confidentiality agreement, letter of intent or other similar Contract with
        any
        Person other than the Purchaser with respect to a sale of all or any substantial
        portion of the Assets, or a merger, consolidation, business combination,
        sale of
        all or any substantial portion of the capital stock of the Seller, or the
        liquidation or similar extraordinary transaction with respect to the Seller
        (an
“Acquisition Transaction”).  The Seller shall notify the
        Purchaser orally (within two (2) Business Days) and in writing (as promptly
        as
        practicable) of all relevant terms of any inquiry or proposal by a third
        party
        to do any of the foregoing that the Seller or any of the Members or any of
        their
        respective officers, directors, partners, managers, employees, investment
        bankers, financial advisors, attorneys, accountants or other representatives
        may
        receive relating to any of such matters.  In the event such inquiry or
        proposal is in writing, the Seller shall deliver to the Purchaser a copy
        of such
        inquiry or proposal together with such written notice.

       

      Section
        7.4             Reasonable
        Efforts; Further Assurances; Cooperation.  Subject to the other
        provisions hereof, each Party shall use its reasonable, good faith efforts
        to
        perform its obligations hereunder and to take, or cause to be taken, and
        do, or
        cause to be done, all things necessary, proper or advisable under applicable
        Law
        to cause the transactions contemplated herein to be effected as soon as
        practicable, but in any event on or prior to the Expiration Date, in accordance
        with the terms hereof and shall cooperate fully with each other Party and
        its
        officers, directors, employees, agents, counsel, accountants and other designees
        in connection with any step required to be taken as a part of its obligations
        hereunder, including the following:

       

      Section
        7.5             Consents.  The
        Members and the Seller shall, during the remaining term of each Non-Assignable
        Contract, use commercially reasonable efforts to (a) obtain the consent
        of

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      the
        third
        parties required thereunder, (b) make the benefit of such Non-Assignable
        Contract available to the Purchaser so long as the Purchaser fully cooperates
        with the Seller and promptly reimburses the Seller for all payments made
        by the
        Seller (with the prior approval of the Purchaser) in connection therewith
        and
        (c) enforce, at the request of the Purchaser and at the sole expense and
        for the
        account of the Purchaser, any right of the Seller arising from such
        Non-Assignable Contract against the other party or parties thereto (including
        the right to elect or terminate any such Non-Assignable Contract in accordance
        with the terms thereof).  The Seller shall not take any action or
        suffer any omission that could limit, restrict or terminate in any material
        respect the benefits to the Purchaser of such Non-Assignable Contract unless,
        in
        good faith and after consultation with and prior written notice to the
        Purchaser, the Seller is (i) ordered to do so by a Governmental Entity of
        competent jurisdiction or (ii) otherwise required to do so by Law; provided,
        however, that if any such order is appealable, the Seller shall, at the
        Purchaser’s sole cost and expense, take such reasonable actions as are requested
        by the Purchaser to file and pursue such appeal and to obtain a stay of such
        order.  Nothing in this Agreement or the Assumption Agreement shall
        constitute a sale, assignment, transfer or conveyance to, or assumption by,
        the
        Purchaser of the Non-Assignable Contracts.  With respect to any such
        Non-Assignable Contract as to which the necessary approval or consent for
        the
        assignment or transfer to the Purchaser is obtained following the Closing,
        the
        Seller shall transfer such Non-Assignable Contract to the Purchaser by execution
        and delivery of an instrument of conveyance reasonably satisfactory to the
        Purchaser within five (5) Business Days following receipt of such approval
        or
        consent.    

       

      Section
        7.6             Transfer
        Taxes; Expenses.  Any Taxes or recording fees payable as a result
        of the purchase and sale of the Assets or any other action contemplated hereby
        (other than any federal, state, local or foreign Taxes measured by or based
        upon
        income or gains imposed upon the Purchaser) shall be paid by the
        Seller.  The Parties shall cooperate in the preparation, execution and
        filing of all returns, questionnaires, applications and other documents
        regarding Taxes and all transfer, recording, registration and other fees
        that
        become payable in connection with the transactions contemplated hereby that
        are
        required or permitted to be filed at or prior to the
        Closing.  

       

      Section
        7.7             Insurance.  If
        requested by the Purchaser, each of the Seller and the Members shall in good
        faith cooperate with the Purchaser and take all actions reasonably requested
        by
        the Purchaser that are necessary or desirable to permit the Purchaser to
        have
        available to it following the Closing the benefits (whether direct or indirect)
        of the insurance policies maintained by or on behalf of the Seller that are
        currently in force.  All costs relating to the actions described in
        this Section 7.7 shall be borne solely by the Purchaser.

       

      Section
        7.8             Receivables.  From
        and after the Closing, if the Seller or any Member receives or collects any
        Receivables, the Seller or Member, as applicable, shall remit any such amounts
        to the Purchaser within five (5) days of each day on which the Seller or
        Member,
        as applicable, receives such sum.

       

      Section
        7.9             Risk
        of Loss.  The risk of loss with respect to the Assets shall remain
        with the Seller until the Closing.  Until the Closing, the Seller
        shall maintain in force all the policies of property damage insurance under
        which any Asset is insured.  In the event prior to the
        Closing

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      any
        material Asset is lost, damaged, destroyed or taken or threatened to be taken
        by
        the exercise of the right of eminent domain, then:

       

      (a)           the
        Purchaser may terminate this Agreement in accordance with the provisions
        of
        Section 10.1(d); or

       

      (b)           the
        Purchaser may require the Seller to assign to the Purchaser the proceeds
        of any
        insurance payable as a result of the occurrence of such loss, damage or
        destruction and to reduce the Purchase Price by the amount of the replacement
        cost of the Assets that were lost, damaged, destroyed or taken or threatened
        to
        be taken by the exercise of the right of eminent domain, less the amount
        of any
        proceeds of insurance payable as a result of the occurrence.

       

      ARTICLE
        VIII

      CONDITIONS
        TO CLOSING

       

      Section
        8.1             Conditions
        to Obligations of the Purchaser.  The obligations of the Purchaser
        to consummate the transactions contemplated hereby shall be subject to the
        fulfillment  (or waiver by the Purchaser) at or prior to the Closing
        of each of the following additional conditions:

       

      (a)           Injunction.
        There shall be no effective injunction, writ or preliminary restraining order
        or
        any order of any nature issued or Law passed by a Governmental Entity of
        competent jurisdiction to the effect that the transactions contemplated hereby
        may not be consummated as provided herein, no proceeding or lawsuit shall
        have
        been commenced by any Governmental Entity for the purpose of obtaining any
        such
        injunction, writ or preliminary restraining order and no written notice shall
        have been received from any Governmental Entity indicating an intent to
        restrain, prevent, materially delay or restructure the transactions contemplated
        hereby, in each case where the Closing would (or would be reasonably likely
        to)
        result in a material fine or penalty payable by the Purchaser or a material
        restriction on the Purchaser’s operation of its business as a result of such
        matter.

       

      (b)           Consents.
        All consents set forth on Exhibit 8.1(b) shall have been obtained or made
        on terms and conditions reasonably satisfactory to the Purchaser.

       

      (c)           Representations
        and Warranties.  Each of the representations and warranties of the
        Seller and the Members set forth in Article IV and of the Members contained
        in
        Article V shall have been true and correct in all material respects as of
        the
        date hereof and shall be true and correct in all material respects as of
        the
        Closing Date as though made on and as of the Closing Date, except that those
        representations and warranties that by their terms are qualified by materiality
        shall be true and correct in all respects.

       

      (d)           Performance
        of Obligations of the Seller and the Members.  The Seller and each
        of the Members shall have performed in all material respects all covenants
        and
        agreements required to be performed by it hereunder at or prior to the
        Closing.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      (e)           No
        Material Adverse Effect.  Between the date hereof and the Closing
        Date, there shall not have occurred (nor shall the Purchaser have become
        aware
        of) any Material Adverse Effect or any development reasonably likely to result
        in a Material Adverse Effect.

       

      (f)           Release
        of Liens.  The Purchaser shall have received evidence reasonably
        satisfactory to it that all Liens affecting any Asset (other than Permitted
        Liens) have been released, or will be released upon repayment of the Closing
        Date Indebtedness pursuant hereto.

       

      (g)           Audited
        Financial Statements.  The Seller shall have delivered to the
        Purchaser the Audited Financial Statements in accordance with Section
        4.9.

       

      (h)           Owned
        Real Property.  The Purchaser shall have obtained a title
        insurance policy showing that the Purchaser has good, valid and marketable
        title
        in fee simple absolute to all the Owned Real Property, free and clear of
        all
        title defects or Liens other than Permitted Liens, and containing a
        non-imputation endorsement to the effect that any knowledge of title defects
        on
        the part of the Members or the Seller on or prior to the Closing will not
        be
        attributed to the Purchaser.  The Seller and the Purchaser shall have
        prepared for execution all documentation and other information necessary
        to
        consummate the transfer of the Owned Real Property at the Closing, including
        without limitation, the receipt of any affidavits or indemnities required
        by a
        title company in connection with the receipt of a title insurance policy
        with
        respect to the Owned Real Property.  The Purchaser shall have received
        an executed deed with respect to the Owned Real Property.

       

      (i)         
          Ancillary Documents.  The Seller shall have
        delivered, or caused to be delivered, to the Purchaser the documents listed
        in
        Section 9.2.

       

      Section
        8.2             Conditions
        to Obligations of the Seller and the Members.  The obligations of
        the Seller and the Members to consummate the transactions contemplated hereby
        shall be subject to the fulfillment (or waiver by the Seller) at or prior
        to the
        Closing of each of the following additional conditions:

       

      (a)           Injunction.  There
        shall be no effective injunction, writ or preliminary restraining order or
        any
        order of any nature issued by a Governmental Entity of competent jurisdiction
        to
        the effect that the transactions contemplated hereby may not be consummated
        as
        provided herein, no proceeding or lawsuit shall have been commenced by any
        Governmental Entity for the purpose of obtaining any such injunction, writ
        or
        preliminary restraining order and no written notice shall have been received
        from any Governmental Entity indicating an intent to restrain, prevent,
        materially delay or restructure the transactions contemplated hereby, in
        each
        case where the Closing would (or would be reasonably likely to) result in
        a
        material fine or penalty payable by the Seller.

       

      (b)           Representations
        and Warranties.  Each of the representations and warranties of the
        Purchaser set forth in Article VI shall have been true and correct in all
        material respects as of the date hereof and shall be true
        and correct in all material respects

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      as
        of the
        Closing Date as though made on and as of the Closing Date, except that those
        representations and warranties that by their terms are qualified by materiality
        shall be true and correct in all respects.

       

      (c)           Performance
        of Obligations by the Purchaser.  The Purchaser shall have
        performed in all material respects all covenants and agreements required
        to be
        per­formed by it hereunder on or prior to the Closing Date.

       

      (d)           Ancillary
        Documents.  The Purchaser shall have delivered, or caused to be
        delivered, to the Seller the documents listed in Section 9.3.

       

      ARTICLE
        IX

      CLOSING

       

      Section
        9.1             Closing.  Subject
        to the satisfaction or waiver of the conditions set forth in Article VIII,
        the
        Closing shall occur no later than five (5) Business Days following the date
        when
        all of the conditions set forth in Article VIII hereof have been satisfied
        or
        otherwise waived by the appropriate Party, or such other date as the Parties
        may
        agree.  The Closing shall take place at the offices of Paul, Hastings,
        Janofsky & Walker LLP, 600 Peachtree Street, NE, Suite 2400, Atlanta,
        Georgia 30308, or at such other place as the Parties may agree.

       

      Section
        9.2             Seller
        Closing Deliveries.  At the Closing, the Seller and the Members,
        as applicable, shall deliver to the Purchaser the following:

       

      (a)           a
        certificate or certificates executed by the Members and the Manager of the
        Seller as to compliance with the conditions set forth in Section 8.1(c),
        (d) and
        (e) hereof;

       

      (b)           executed
        bills of sale, instruments of assignment, certificates of title documents,
        deeds
        and other conveyance documents, dated as of the Closing Date, transferring
        to
        the Purchaser all of the Seller’s right, title and interest in and to the
        Assets, together with possession of the Assets, including the Bill of Sale
        substantially in the form of Exhibit 9.2(b) (the “Bill of
        Sale”);

       

      (c)           documents
        evidencing the assumption of the Assumed Liabilities, including the Assumption
        Agreement substantially in the form of Exhibit 9.2(c) (the “Assumption
        Agreement”).

       

      (d)           a
        certificate of non-foreign status that complies with Treasury Regulation
        Section
        1.1445-2(b)(2);

       

      (e)           a
        certificate by the Manager of the Seller, dated the Closing Date, as to
        (1) the good standing of the Seller in its jurisdiction of organization and
        in each other jurisdiction where it is qualified to do business, (2) the
        completeness of the Seller’s articles of organization and operating agreement
        and (3) the effectiveness of the resolutions of the Members of the Seller
        authorizing the execution, delivery and performance hereof by the Seller
        passed
        in connection herewith and the transactions contemplated hereby;
        and

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      (f)           all
        other documents required to be entered into by the Seller and the Members
        pursuant hereto or reasonably requested by the Purchaser to convey the Assets
        to
        the Purchaser or to otherwise consummate the transactions contemplated
        hereby.

       

      Section
        9.3             Purchaser
        Closing Deliveries.  On the Closing, the Purchaser shall deliver,
        or caused to be delivered, to the Seller the following:

       

      (a)           the
        Purchase Price in accordance with Section 3.2.

       

      (b)           a
        certificate of an authorized officer as to compliance with the conditions
        set
        forth in Section 8.2(b) and (c);

       

      (c)           the
        Assumption Agreement; and

       

      (d)           all
        other documents required to be entered into or delivered by the Purchaser
        at or
        prior to the Closing pursuant hereto.

       

      ARTICLE
        X

      TERMINATION

       

      Section
        10.1           Termination.  This
        Agreement may be terminated:

       

      (a)           in
        writing by mutual consent of the Purchaser and the Seller;

       

      (b)           by
        written notice from the Seller to the Purchaser, in the event the Purchaser
        (i)
        fails to perform in any material respect any of its agreements contained
        herein
        required to be performed by it at or prior to the Closing or (ii) materially
        breaches any of its representations and warranties contained herein, which
        failure or breach is not cured within ten (10) days following the Seller
        having
        notified the Purchaser of its intent to terminate this Agreement pursuant
        to
        this Section 10.1(b);

       

      (c)           by
        written notice from the Purchaser to the Seller, in the event the Seller
        or the
        Members (i) fails to perform in any material respect any of their agreements
        contained herein required to be performed by it at or prior to the Closing
        or
        (ii) materially breaches any of their representations and warranties contained
        herein, which failure or breach is not cured within ten (10) days following
        the
        Purchaser having notified the Seller of its intent to terminate this Agreement
        pursuant to this Section 10.1(c);

       

      (d)           by
        written notice from the Purchaser to the Seller under the circumstances
        described in Section 7.9; or

       

      (e)           by
        written notice by the Seller to the Purchaser or the Purchaser to the Seller,
        as
        the case may be, in the event the Closing has not occurred on or prior to
        December 31, 2007 (the “Expiration Date”) for any reason other than delay
        or nonperformance of the Party seeking such termination.

       

      Section
        10.2           Specific
        Performance and Other Remedies.  Each Party hereby acknowledges
        that the rights of each Party to consummate the transactions contemplated
        hereby

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      are
        special, unique and of extraordinary character and that, in the event that
        any
        Party violates or fails or refuses to perform any covenant or agreement made
        by
        it herein, the non-breaching Party may be without an adequate remedy at
        law.  In the event that any Party violates or fails or refuses to
        perform any covenant or agreement made by such Party herein, the non-breaching
        Party or Parties may, subject to the terms hereof and in addition to any
        remedy
        at law for damages or other relief, institute and prosecute an action in
        any
        court of competent jurisdiction to enforce specific performance of such covenant
        or agreement or seek any other equitable relief.

       

      Section
        10.3           Effect
        of Termination.  In the event of termination of this Agreement
        pursuant to this Article X, this Agreement shall forthwith become void and
        there
        shall be no liability on the part of any Party or its partners, officers,
        directors or stockholders, except for obligations under Section 10.2 (Specific
        Performance and Other Remedies), Section 12.2 (Notices), Section 12.6
        (Controlling Law), Section 12.7 (Severability), Section 12.9 (Enforcement
        of
        Certain Rights), Section 12.10 (Waiver; Amendment) and Section 12.15
        (Transaction Costs) and this Section 10.3, all of which shall survive the
        Termination Date.  Notwithstanding the foregoing, nothing contained
        herein shall relieve any Party from liability for any breach hereof.


       

      ARTICLE
        XI

      INDEMNIFICATION

       

      Section
        11.1           Indemnification
        Obligations of the Members.  From and after the
        Closing, the Seller and the Members (as a group) jointly
        and severally, and the Members, severally but not jointly, shall indemnify,
        defend and hold harmless the Purchaser Indemnified Parties from, against,
        and in
        respect of, any and all claims (including for diminution in value), liabilities,
        obligations, damages, losses, costs, expenses, penalties, fines and judgments
        (at equity or at law, including statutory and common) whenever arising or
        incurred (including amounts paid in settlement, costs of investigation and
        reasonable attorneys’ fees and expenses) arising out of or relating
        to:

       

      (a)           any
        liability or obligation of the Seller or the Members of any nature whatsoever
        except the Assumed Liabilities;

       

      (b)           events
        or circumstances occurring or existing with respect to the ownership, operation
        and maintenance of the Seller’s business and the Assets on or prior to the
        Closing Date, except the Assumed Liabilities;

       

      (c)           any
        breach or inaccuracy of any representation or warranty made by the Seller
        or the
        Members in this Agreement (other than in Article V) or the Seller Ancillary
        Documents, whether such representation or warranty is made as of the date
        hereof
        or as of the Closing Date (for purposes of this Section 11.1(c), each such
        representation and warranty shall be read without reference to any materiality
        or Material Adverse Effect qualifications contained therein);

       

      (d)           any
        breach of any covenant, agreement or undertaking made by the Seller or the
        Members in this Agreement or the Seller Ancillary Documents; or

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      (e)           (i)
        any provision of any Environmental Law and arising out of, or relating to,
        (1)
        any act or omission of the Seller or its employees, agents or representatives
        on
        or prior to the Closing Date or (2) the ownership, use, control or operation
        on
        or prior to the Closing Date of any real property, plant, facility, site,
        area
        or property used in the Seller’s business (whether currently or previously owned
        or leased by the Seller), including arising from any Release of any Hazardous
        Material or off-site shipment of any Hazardous Material at or from such real
        property, plant, facility, site, area or property or (ii) mold or any other
        environmental matter or condition arising on or prior to the Closing
        Date.

       

      The
        claims, liabilities, obligations, losses, damages, costs, expenses, penalties,
        fines and judgments of the Purchaser Indemnified Parties described in this
        Section 11.1 as to which the Purchaser Indemnified Parties are entitled to
        indemnification are collectively referred to as “Purchaser
        Losses”.

       

      Section
        11.2           Indemnification
        Obligations of the Purchaser.  The Purchaser shall indemnify and
        hold harmless the Seller Indemnified Parties from, against and in respect
        of any
        and all claims, liabilities, obligations, losses, damages, costs, expenses,
        penalties, fines and judgments (at equity or at law, including statutory
        and
        common) and damages whenever arising or incurred (including amounts paid
        in
        settlement, costs of investigation and reasonable attorneys’ fees and expenses)
        arising out of or relating to:

       

      (a)           the
        Purchaser’s failure to perform, discharge or satisfy the Assumed Liabilities,
provided, however, that the Seller Indemnified Parties shall not be
        indemnified with respect to Seller Losses arising with respect to any
        Non-Assignable Contract to the extent the Seller Losses result from (i) the
        Seller’s failure to take any lawful action under such Non-Assignable Contract in
        accordance with the Purchaser’s reasonable instructions or (ii) the Seller’s
        negligence or willful misconduct;

       

      (b)           any
        breach or inaccuracy of any representation or warranty made by the Purchaser
        in
        this Agreement or in any Purchaser Ancillary Document, whether such
        representation or warranty is made as of the date hereof or as of the Closing
        Date; or

       

      (c)           any
        breach of any covenant, agreement or undertaking made by the Purchaser in
        this
        Agreement or in any Purchaser Ancillary Document.

       

      The
        claims, liabilities, obligations, losses, damages, costs, expenses, penalties,
        fines and judgments of the Seller Indemnified Parties described in this Section
        11.2 as to which the Seller Indemnified Parties are entitled to indemnification
        are collectively referred to as “Seller Losses”.

       

      Section
        11.3           Indemnification
        Procedure. 

       

      (a)           Promptly
        following receipt by an Indemnified Party of notice by a third party (including
        any Governmental Entity) of any complaint, dispute or claim or the commencement
        of any audit, investigation, action or proceeding with respect to which such
        Indemnified Party may be entitled to receive payment from the other Party
        for
        any Purchaser Losses or any Seller Losses (as the case may be), such Indemnified
        Party shall provide written notice thereof to the Purchaser or the Seller
        and
        the Members, as the case

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      may
        be
        (the “Indemnifying Party”), provided, however, that the
        failure to so notify the Indemnifying Party shall relieve the Indemnifying
        Party
        from liability hereunder with respect to such claim only if, and only to
        the
        extent that, such failure to so notify the Indemnifying Party results in
        the
        forfeiture by the Indemnifying Party of rights and defenses otherwise available
        to the Indemnifying Party with respect to such claim.  The
        Indemnifying Party shall have the right, upon written notice delivered to
        the
        Indemnified Party within twenty (20) days thereafter assuming full
        responsibility for any Purchaser Losses or Seller Losses (as the case may
        be)
        resulting from such audit, investigation, action or proceeding, to assume
        the
        defense of such audit, investigation, action or proceeding, including the
        employment of counsel reasonably satisfactory to the Indemnified Party and
        the
        payment of the fees and disbursements of such counsel.  In the event,
        however, that the Indemnifying Party declines or fails to assume the defense
        of
        the audit, investigation, action or proceeding on the terms provided above
        or to
        employ counsel reasonably satisfactory to the Indemnified Party, in either
        case
        within such 20-day period, then any Purchaser Losses or any Seller Losses
        (as
        the case may be), shall include the reasonable fees and disbursements of
        counsel
        for the Indemnified Party as incurred.  In any audit, investigation,
        action or proceeding for which indemnification is being sought hereunder
        the
        Indemnified Party or the Indemnifying Party, whichever is not assuming the
        defense of such action, shall have the right to participate in such matter
        and
        to retain its own counsel at such Party’s own expense.  The
        Indemnifying Party or the Indemnified Party (as the case may be) shall at
        all
        times use reasonable efforts to keep the Indemnifying Party or Indemnified
        Party
        (as the case may be) reasonably apprised of the status of the defense of
        any
        matter the defense of which it is maintaining and to cooperate in good faith
        with each other with respect to the defense of any such matter.

       

      (b)           No
        Indemnified Party may settle or compromise any claim or consent to the entry
        of
        any judgment with respect to which indemnification is being sought hereunder
        without the prior written consent of the Indemnifying Party (which may not
        be
        unreasonably withheld or delayed), unless (i) the Indemnifying Party fails
        to
        assume and maintain the defense of such claim pursuant to Section 11.3(a)
        or
        (ii) such settlement, compromise or consent includes an unconditional release
        of
        the Indemnifying Party and its officers, directors, employees and Affiliates
        from all liability arising out of, or related to, such claim.  An
        Indemnifying Party may not, without the prior written consent of the Indemnified
        Party, settle or compromise any claim or consent to the entry of any judgment
        with respect to which indemnification is being sought hereunder unless such
        settlement, compromise or consent (x) includes an unconditional release of
        the
        Indemnified Party and its officers, directors, employees and Affiliates from
        all
        liability arising out of, or related to, such claim, (y) does not contain
        any
        admission or statement suggesting any wrongdoing or liability on behalf of
        the
        Indemnified Party and (z) does not contain any equitable order, judgment
        or term
        that in any manner affects, restrains or interferes with the business of
        the
        Indemnified Party or any of the Indemnified Party’s Affiliates.

       

      (c)           In
        the event an Indemnified Party claims a right to payment pursuant hereto,
        such
        Indemnified Party shall send written notice of such claim to the appropriate
        Indemnifying Party (a “Notice of Claim”).  Such Notice of Claim
        shall specify the basis for such claim.  The failure by any
        Indemnified Party so to notify the Indemnifying Party

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      shall
        not
        relieve the Indemnifying Party from any liability that it may have to such
        Indemnified Party with respect to any claim made pursuant to this Section
        11.3(c), it being understood that notices for claims in respect of a breach
        of a
        representation or warranty must be delivered prior to the expiration of the
        survival period for such representation or warranty under Section
        11.4.  In the event the Indemnifying Party does not notify the
        Indemnified Party within thirty (30) days following its receipt of such notice
        that the Indemnifying Party disputes its liability to the Indemnified Party
        under this Article or the amount thereof, the claim specified by the Indemnified
        Party in such Notice of Claim shall be conclusively deemed a liability of
        the
        Indemnifying Party under this Article XI, and the Indemnifying Party shall
        pay
        the amount of such liability to the Indemnified Party on demand or, in the
        case
        of any notice in which the amount of the claim (or any portion of the claim)
        is
        estimated, on such later date when the amount of such claim (or such portion
        of
        such claim) becomes finally determined.  In the event the Indemnifying
        Party has timely disputed its liability with respect to such claim as provided
        above, as promptly as possible, such Indemnified Party and the appropriate
        Indemnifying Party shall establish the merits and amount of such claim (by
        mutual agreement, litigation, arbitration or otherwise) and, within five
        (5)
        Business Days following the final determination of the merits and amount
        of such
        claim, the Indemnifying Party shall pay to the Indemnified Party immediately
        available funds in an amount equal to such claim as determined hereunder;
        provided, however, that the Members may, at their option, pay to the
        Purchaser a number of shares of Parent Stock equal to the product of (i)
        the
        amount of such claim pursuant to Section 11.3(c) multiplied by (ii)
        0.5.

       

      Section
        11.4           Survival
        Period.  The representations and warranties of the Parties
        contained herein shall not be extinguished by the Closing, but shall survive
        the
        Closing for, and all claims for indemnification in connection therewith shall
        be
        asserted not later than, 24 months following the Closing Date; provided,
        however, that (a) each of the representations and warranties contained in
        Section 4.1 (Organization), Section 4.2 (Authorization), Section 4.7
        (Sufficiency of and Title to Assets), Section 4.23 (Affiliate Matters), Section
        4.27 (Brokers, Finders and Investment Bankers) and Section 5.1 (Authorization)
        shall survive the Closing without limitation as to time, and the period during
        which a claim for indemnification may be asserted in connection therewith
        shall
        continue indefinitely, and (b) each of the representations and warranties
        contained in Section 4.15 (Tax Returns; Taxes), Section 4.17 (Seller Benefit
        Plans), Section 4.18 (Labor Relations) and Section 4.20 (Environmental Health
        and Safety Matters) shall survive the Closing until, and all claims for
        indemnification in connection therewith shall be asserted not later than
        sixty
        (60) days following, the expiration of any statute of limitations applicable
        to
        the rights of any Person to bring any claim with respect to such
        matters.  The covenants and agreements of the Parties hereunder shall
        survive without limitation as to time, and the period during which a claim
        for
        indemnification may be asserted in connection therewith shall continue
        indefinitely.  Notwithstanding the foregoing, if, prior to the close
        of business on the last day a claim for indemnification may be asserted
        hereunder, an Indemnifying Party shall have been properly notified of a claim
        for indemnity hereunder and such claim shall not have been finally resolved
        or
        disposed of at such date, such claim shall continue to survive and shall
        remain
        a basis for indemnity hereunder until such claim is finally resolved or disposed
        of in accordance with the terms hereof.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Section
        11.5           Liability
        Limits.  The total aggregate amount of the liability of the Seller
        and the Members for Purchaser Losses with respect to any claims made pursuant
        to
        Section 11.1(c) shall be limited to $2,143,745 (the “Purchaser
        Cap”).  Notwithstanding the foregoing, the liability of the Seller
        and the Members for Purchaser Losses arising out of or related to fraud or
        willful misconduct or a breach of any representations and warranties contained
        in Sections 4.1, 4.2, 4.7, 4.15, 4.17, 4.18, 4.20, 4.23, 4.27, or 5.1 shall
        not
        be subject to the Purchaser Cap.  For the avoidance of doubt, if the
        Members elect to pay for Purchaser Losses with Parent Stock pursuant to Section
        11.1(c), the value of such Parent Stock shall be deemed to equal $0.50 per
        share.  

       

      Section
        11.6           Investigations.  The
        respective representations and warranties of the Parties contained in this
        Agreement or any certificate or other document delivered by any Party at
        or
        prior to the Closing and the rights to indemnification set forth in Article
        XI
        shall not be deemed waived or otherwise affected by any investigation made,
        or
        knowledge acquired, by a Party.

       

      Section
        11.7           Set-Off.  The
        Purchaser shall be entitled to set-off any amount or right it may be entitled
        to
        pursuant to this Agreement against any amount, right or obligations owed
        to the
        Seller or any Member under this Agreement or any Seller Ancillary Documents.
        

       

      Section
        11.8           Exclusive
        Remedy.  Except for actions grounded in fraud, from and after the
        Closing, the indemnities provided in this Article XI shall constitute the
        sole
        and exclusive remedy of any Indemnified Party for damages arising out of,
        resulting from or incurred in connection with any claims related to this
        Agreement or arising out of the transactions contemplated hereby; provided,
        however, that this exclusive remedy for damages does not preclude a party
        from
        bringing an action for specific performance or other equitable remedy to
        require
        a party to perform its obligations under this Agreement or any agreement
        entered
        into in connection herewith. 

       

      ARTICLE
        XII

      MISCELLANEOUS
        PROVISIONS

       

      Section
        12.1           Seller
        Representative.

       

      (a)           Mr.
        Fletcher is hereby irrevocably appointed as representative, agent and
        attorney-in-fact for the Seller and each Member, (i) to give and receive
        notices and communications relating to the transactions and other matters
        contemplated by this Agreement or the Seller Ancillary Documents, including
        those relating to adjustments to the Purchase Price and indemnification claims;
        (ii) to make decisions on behalf of the Seller and the Members with respect
        to
        the transactions and other matters contemplated by this Agreement or the
        Seller
        Ancillary Documents, including regarding (A) adjustments to the Purchase
        Price,
        (B) indemnification claims, (C) amendments to this Agreement or the Seller
        Ancillary Documents and (D) the defense of third party suits that may be
        the
        subject of indemnification claims, and to negotiate, enter into settlements
        and
        compromises of, and demand litigation or arbitration with respect to such
        third
        party suits or claims by the Purchaser for indemnification; and (iii) to
        take other actions on behalf of the Seller and the Members as contemplated
        by
        this Agreement or the Seller Ancillary

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Documents,
        including the exercise of all rights granted to the Seller and the Members
        under
        this Agreement or the Seller Ancillary Documents.

       

      (b)           The
        Seller and each Member agrees that (i) the provisions of this Section 12.1
        are independent and severable, are irrevocable and coupled with an interest
        and
        shall be enforceable notwithstanding any rights or remedies the Seller or
        any
        Member may have in connection with the transactions contemplated by this
        Agreement or the Seller Ancillary Documents, (ii) the remedy at law for any
        breach of the provisions of this Section 12.1 would be inadequate, and
        (iii) the provisions of this Section 12.1 shall be binding upon the
        successors and assigns of the Seller and each Member.

       

      (c)           A
        decision, act, consent or instruction of the Seller Representative relating
        to
        this Agreement or the Seller Ancillary Documents shall constitute a decision
        for
        the Seller and all Members, and shall be final, binding and conclusive upon
        the
        Seller and the Members, and the Purchaser may rely upon any such decision,
        act,
        consent or instruction of the Seller Representative as being the decision,
        act,
        consent or instruction of the Seller and every Member.

       

      Section
        12.2            Notices.  All
        notices, communications and deliveries required or made hereunder must be
        made
        in writing signed by or on behalf of the Party making the same, shall specify
        the Section hereunder pursuant to which it is given or being made, and shall
        be
        delivered personally or by telecopy transmission or by a national overnight
        courier service or by registered or certified mail (return receipt requested)
        (with postage and other fees prepaid) as follows:

       

      To
        the
        Purchaser:                 Winsonic
        McCrary, LLC

      101
        Marietta Street, Suite 2600

      Atlanta,
        Georgia  30303

      Attn:  Winston
        Johnson

      Facsimile
        No.: (404) 230-5710

      


                     
        with a copy
        to:                      Paul,
        Hastings, Janofsky & Walker LLP

      600
        Peachtree Street, NE, Suite
        2400

      Atlanta,
        Georgia  30308-2222

      Attn:  Jared
        Brandman

      Facsimile
        No.: (404)
        685-5276

      


      To
        the
        Seller:                         Colonel
        McCrary Trucking, LLC

      101
        Marietta Street, Suite 2600

      Atlanta,
        Georgia  30303

      Attn:  Lee
        Chapin

      Facsimile
        No.:  (404) 230-5710

      


      To
        the
        Members:                
 Larry Fletcher

      37N
        Calumet Parkway

      Newnan,
        Georgia 30263

      Facsimile
        No.:  (770) 304-2165


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      or
        to
        such other representative or at such other address of a Party as such Party
        may
        furnish to the other Parties in writing.  Any such notice,
        communication or delivery shall be deemed given or made (a) on the date of
        delivery, if delivered in person, (b) upon transmission by facsimile if receipt
        is confirmed by telephone, (c) on the first (1st) Business Day following
        delivery to a national overnight courier service or (d) on the fifth (5th)
        Business Day following it being mailed by registered or certified
        mail.

       

      Section
        12.3           Schedules
        and Exhibits.  The schedules and exhibits to this Agreement
        are hereby incorporated into this Agreement and are hereby made a part hereof
        as
        if set out in full herein.

       

      Section
        12.4           Assignment;
        Successors in Interest.  No assignment or transfer by any Party of
        such Party’s rights and obligations hereunder shall be made except with the
        prior written consent of the other Parties; provided that the Purchaser shall,
        without the obligation to obtain the prior written consent of any other Party,
        be entitled to assign this Agreement or all or any part of its rights or
        obligations hereunder to one or more Affiliates of the
        Purchaser.  This Agreement shall be binding upon and shall inure to
        the benefit of the Parties and their respective successors and permitted
        assigns, and any reference to a Party shall also be a reference to the
        successors and permitted assigns thereof.

       

      Section
        12.5           Captions.  The
        titles, captions and table of contents contained herein are inserted herein
        only
        as a matter of convenience and for reference and in no way define, limit,
        extend
        or describe the scope of this Agreement or the intent of any provision
        hereof.  

       

      Section
        12.6           Controlling
        Law.  This Agreement shall be governed by and construed and
        enforced in accordance with the internal Laws of the State of Georgia without
        reference to its choice of law rules.  Except with respect to any
        action, dispute, suit or proceeding arising under Section 3.3 hereof, each
        Party
        irrevocably and unconditionally (a) consents to submit to the exclusive
        jurisdiction of the Business Case Division of the Fulton County Superior
        Court
        located in the State of Georgia (the “Business Court”), and in the event the
        Business Court does not have jurisdiction over such dispute, then of the
        courts
        of the State of Georgia and of the United States District Court for the Northern
        District of Georgia for any action, dispute, suit or proceeding arising out
        of
        or relating to this Agreement (and each party irrevocably and unconditionally
        agrees not to commence any such action, dispute, suit or proceeding except
        in
        such courts), (b) waives any objection to the laying of venue of any such
        action, dispute, suit or proceeding in any such courts and (c) waives and
        agrees
        not to plead or claim that any such action, dispute, suit or proceeding brought
        in any such court has been brought in an inconvenient forum.  Each
        Party hereby irrevocably waives any and all rights to trial by jury in any
        legal
        proceeding arising out of or related to this Agreement.

       

      Section
        12.7           Severability.  Any
        provision hereof that is prohibited or unenforceable in any jurisdiction
        shall,
        as to such jurisdiction, be ineffective to the extent of such pro­hibition
        or unenforceability without invalidating the remaining provisions hereof,
        and
        any such prohibition or unenforceability in any jurisdiction shall not
        invalidate or render unenforceable such provision in any other
        jurisdiction.  To the extent permitted by Law, each Party hereby
        waives any provision of Law that renders any such provision prohibited or
        unenforceable in any respect.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Section
        12.8           Counterparts.  This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, and it shall not be necessary in making proof of this
        Agreement or the terms hereof to produce or account for more than one of
        such
        counterparts.

       

      Section
        12.9           Enforcement
        of Certain Rights.  Nothing expressed or implied herein is
        intended, or shall be construed, to confer upon or give any Person other
        than
        the Parties, and their successors or permitted assigns, any right, remedy,
        obligation or liability under or by reason of this Agreement, or result in
        such
        Person being deemed a third-party beneficiary hereof.

       

      Section
        12.10         Waiver;
        Amendment.  Any agreement on the part of a Party to any extension
        or waiver of any provision hereof shall be valid only if set forth in an
        instrument in writing signed on behalf of such Party.  A waiver by a
        Party of the performance of any covenant, agreement, obligation, condition,
        representation or warranty shall not be construed as a waiver of any other
        covenant, agreement, obligation, condition, representation or
        warranty.  A waiver by any Party of the performance of any act shall
        not constitute a waiver of the performance of any other act or an identical
        act
        required to be performed at a later time.  This Agreement may not be
        amended, modified or supplemented except by written agreement of the
        Parties.

       

      Section
        12.11       
 Integration.  This Agreement and the documents executed
        pursuant hereto supersede all negotiations, agreements and understandings
        among
        the Parties with respect to the subject matter hereof and constitute the
        entire
        agreement among the Parties with respect thereto.

       

      Section
        12.12         Compliance with
        Bulk Sales Laws.  Each Party hereby waives compliance by the
        Parties with the “bulk sales,” “bulk transfers” or similar Laws and all other
        similar Laws in all applicable jurisdictions in respect of the transactions
        contemplated by this Agreement.

       

      Section
        12.13         Interpretation.  Where
        the context requires, the use of a pronoun of one gender or the neuter is
        to be
        deemed to include a pronoun of the appropriate gender.  References
        herein to any Law shall be deemed to refer to such Law, as amended from time
        to
        time, and all rules and regulations promulgated thereunder.  The words
“include,” “includes,” and “including” shall not be deemed to be terms of
        limitation, but rather shall be deemed to be followed by the words “without
        limitation.”  Except as otherwise indicated, all references in this
        Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this
        Agreement and Exhibits of this Agreement.

       

      Section
        12.14         Cooperation
        Following the Closing.  Following the Closing, each Party shall
        deliver to the other Parties such further information and documents and shall
        execute and deliver to the other Parties such further instruments and agreements
        as any other Party shall reasonably request to consummate or confirm the
        transactions provided for herein, to accomplish the purpose hereof or to
        assure
        to any other Party the benefits hereof.

       

      Section
        12.15         Transaction
        Costs.  Except as provided above or as otherwise expressly
        provided herein, (a) the Purchaser shall pay its own fees, costs and expenses
        incurred in connection herewith and the transactions contemplated hereby,
        including the fees, costs and expenses of its financial advisors, accountants
        and counsel, and (b) the Seller and the Members shall pay the fees, costs
        and
        expenses of the Seller and the Members incurred in connection

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      herewith
        and the transactions contemplated hereby, including the fees, costs and expenses
        of financial advisors, accountants and counsel to the Seller and the
        Members.  

       

      *          *          *

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed,
        as
        of the date first above written.

       

      
         

      

      
        
          	 	PURCHASER:	 
	 	 	 
	 	WINSONIC
                  McCRARY, LLC	 
	 	 	 
	
                   

                	
                  By:

                	/s/
                  Winston Johnson	 
	 	 	
                  Name:

                	Winston
                  Johnson	 
	 	 	
                  Title:

                	Manager	 


        

      

       

      
        	
              	SELLER:	 
	 	 	 
	 	COLONEL
                McCRARY TRUCKING, LLC	 
	 	 	 
	
                 

              	
                By:

              	/s/
                Larry Fletcher 	 
	 	 	
                Name:

              	Larry
                Fletcher 	 
	 	 	
                Title:

              	Manager	 


      

       

      
        	
              	MEMBERS:	 
	 	 	 
	
                 

              	
                /s/ Phillip
                  McLauchlin 

              	 
	 	PHILLIP
                McLAUCHLIN	 


      

       

      
        	 	 	 
	
                 

              	
                /s/ Jim
                  Mottola 

              	 
	 	JIM
                MOTTOLA	 


      

       

      
        	
              	 	 
	
                 

              	
                /s/ Thomas
                  G. Crymes 

              	 
	 	THOMAS
                G. CRYMES	 


      

       

      
        	
              	 	 
	
                 

              	
                /s/
                  Mike Bell

              	 
	 	MIKE
                BELL	 


      

      

        	
              	 	 
	
                 

              	
                /s/
                  Fred Mc Crary

              	 
	 	FRED
                McCRARY	 



        	
              	 	 
	
                 

              	
                /s/
                  Larry Fletcher

              	 
	 	LARRY
                FLETCHER, AS AN INDIVIDUAL MEMBER AND AS SELLER
                REPRESENTATIVE