Unassociated Document


    

      Exhibit
        10.1

    

     

    ASSET
      PURCHASE AGREEMENT

    


    THIS
      AGREEMENT is
      entered into this 16th day of April, 2007, by and between RADIAN COMMUNICATION
      SERVICES, INC. (“Seller”),
      a
      corporation duly organized and existing under the laws of Delaware, and BCI
      COMMUNICATIONS, INC. (“Purchaser”),
      a
      corporation duly organized and existing under the laws of Delaware.

    


    


    RECITALS:

    


    A.
      Seller
      is
      engaged in the United States of America in the business of providing
      infrastructure and network development and building services for the wireless
      communications industry, including providing site acquisition, site and zoning
      services, site commissioning, upgrading, maintenance, collocation, optimization,
      program management, testing, inspection, verification, operation, radio
      frequency and network design and engineering, infrastructure equipment
      construction and installation, radio transmission base station modification,
      network configuration, planning and engineering and project management services
      (the “Business”).
      The
      definition of “Business” shall not include the following: (a) Seller’s Business
      conducted in any country other than the United States of America, (b) Seller’s
      Business relating to the television and radio broadcast industries, and (c)
      Seller’s operations relating to the marketing, sale, design, engineering,
      manufacturing, fabrication, testing, modification, inspection and installation
      through subcontractors of Rohn towers and components related to such
      towers.

    


    B.
      Purchaser
      desires to purchase from Seller, and Seller is willing to sell to Purchaser,
      Seller’s entire right, title and interest in and to certain assets related to
      the Business and owned by it upon the terms and conditions set forth in this
      Agreement.

    


    NOW,
      THEREFORE, in
      consideration of the foregoing and the mutual covenants herein contained, the
      parties hereto, intending to be legally bound hereby, agree as
      follows:

    


    


    ARTICLE
      I

    


    CERTAIN
      DEFINITIONS

     

    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

    


    1.1 “Accounts
      Receivable”
shall
      mean as of any date any accounts receivable and other receivables of the Seller
      related to the Business and represents a valid receivable for work performed
      and
      billed and incurred in the ordinary course of Business as of such
      date.

    


    1.2 “Accrued
      Expenses”
shall
      mean as of any date accrued expenses and liabilities as would appear on a
      balance sheet of the Business as of such date prepared in accordance with GAAP
      consistently applied, but excluding all of the following: (i) any amounts
      payable to Affiliates of Seller, (ii) any amounts for, payroll, compensation,
      bonuses, stay bonus, vacation, severance, sick or holiday pay due or payable
      to
      Employees, (iii) Taxes, (iv) amounts contingent upon or payable as a result
      of
      the transactions contemplated hereby.

    


    1.3 “Accounting
      Firm”
shall
      have the meaning given to such term in Section 3.4.4.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    1.4 “Affiliate”
shall
      mean any company or other entity which controls, is controlled by or is under
      common control with the designated Party. For the purposes of the foregoing,
      ownership, directly or indirectly, of twenty percent (20%) or more of the voting
      stock or other equity interest shall be deemed to constitute
      control.

    


    1.5 “Agreement”
shall
      mean this Asset Purchase Agreement.

    


    1.6 “Ancillary
      Agreements”
shall
      mean, collectively, the Bill of Sale, Assignment and Assumption Agreement,
      described in Section 5.2.1, the Assignment and Assumption of Leases described
      in
      Section 5.2.4, the Transition Services Agreement described in Section 5.2.5,
      the
      Escrow Agreement described in Section 5.2.6, the Subcontract Agreement described
      in Section 5.2.8, the Employment Agreement described in Section 5.5.1 and any
      other agreement executed pursuant to this Agreement.

    


    1.7 “Assigned
      Contracts”
shall
      mean, collectively, the Real Property Leases, leases on Leased Equipment and
      Machinery, Vendor Purchase Orders and Customer Purchase Orders, including those
      Contracts listed on Schedule
      6.13,
      but
      shall exclude the following Contracts: (a) those Contracts listed on
Schedule
      1.7
      and (b)
      any such contracts or leases related to the Dallas Branch and the Sacramento
      Branch (except for those Contracts specifically identified on Schedule
      6.13).
      

    


    1.8 “Asset
      Value”
shall
      have the meaning given to it in Section 3.1.2.

    


    1.9 “Assumed
      Liabilities”
shall
      mean those liabilities assumed by the Seller pursuant to Section
      4.1.2.

    


    1.10 “Balance
      Sheet”
shall
      mean the audited balance sheet of the Seller related to the Business (excluding
      Dallas Branch and Sacramento Branch) prepared in accordance with GAAP for the
      years ending December 31, 2005 and 2006 and audited by PricewaterhouseCoopers.
      

    


    1.11 “Balance
      Sheet Date”
shall
      mean December 31, 2006.

    


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

    


    1.13 “Closing”
shall
      mean the taking of the actions described in Article V of this
      Agreement.

    


    1.14 “Closing
      Date”
shall
      mean no later than April 16, 2007, or, if all conditions precedent to the
      Closing set forth in Article X and Article XI of this Agreement are satisfied
      or
      waived before April 16, 2007, the earliest practicable date after all such
      conditions precedent are satisfied or waived or such other date as the Parties
      shall mutually agree.

    


    1.15 “Closing
      Date Payment”
shall
      have the meaning given to such term in Section 3.2.1(a).

    


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

    


    1.17 “Completed
      Jobs”
shall
      mean those jobs or contracts with Customers of the Business where all work
      is
      complete and excluding any Work in Process Jobs.

    


    1.18 “Confidential
      Information”
shall
      have the meaning given to such term in Section 12.1.

    


    1.19 “Contracts”
shall
      have the meaning given to such term in Section 6.13.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    1.20 “Customer”
shall
      mean any customer of the Business, including any past, present or future
      customer.

    


    1.21 “Customer
      Data” shall
      mean all of the Seller’s customer lists, lists of potential customers, sales
      records (including pricing information and customer contractual status), other
      records, telephone and fax numbers, email addresses and other Customer data.
      

    


    1.22 “Customer
      Purchase Orders”
shall
      mean all the Seller’s orders, contracts or commitments to purchase goods and
      services of the Business from Customers, including any master
      agreements.

    


    1.23 “Dallas
      Branch”
shall
      mean the branch office of the Seller located at1198 Commerce Drive, Richardson,
      Texas.

    


    1.24 “Deferred
      Payment”
shall
      have the meaning given to such term in Section 3.2.3.

    


    1.25 “Deferred
      Revenue”
shall
      mean as of any date all amounts properly recorded as a liability in accordance
      with GAAP that have been billed to a Customer but for which work has not been
      completed.

    


    1.26 “Employees”
shall
      mean any individual employed by Seller in the Business, as listed on
Schedule
      6.19
      (such
      Schedule being subject to change between the date hereof and the Closing Date
      as
      a result of employee changes in the ordinary course of business consistent
      with
      past practices).

    


    1.27 “Employment
      and Labor Agreements”
shall
      have the meaning given to such term in Section 6.20.

    


    1.28 “Encumbrance”
shall
      mean collectively: (i) any right to, or interest in, property, real or personal,
      which may subsist in a third party and which may constitute a claim, lien,
      charge or liability attached to and binding upon the property, or (ii) any
      document or condition which may restrict or limit the use of real or personal
      property or result in the diminution of the value of such property, or (iii)
      an
      encroachment or other title defect. Encumbrances shall include, without
      limitation, the following: a mortgage, judgment lien, mechanic’s lien, lease,
      license, adverse possession, life estate, security interest, easement,
      right-of-way, restrictive covenant, conditional use or
      encroachment.

    


    1.29 “Environmental
      Law”
shall
      mean any federal (including but not limited to the Federal Water Pollution
      Control Act, 33 U.S.C. Sections 1251 et. seq., the Toxic Substances Control
      Act,
      15 U.S.C. Sections 2601 et. seq., the Clean Air Act, 42 U.S.C. Sections 7401
      et.
      seq. the Comprehensive Environmental Response, Compensation and Liability Act,
      42 U.S.C. Sections 9601 et. seq., the Resource Conservation and Recovery Act,
      42
      U.S. C. Section 6901 the Hazardous Materials Transportation Act, 49 U.S.C.
      Sections 1801 et seq., and the Federal Insecticide Fungicide and Rodenticide
      Act, 7 U.S.C. Sections 136 et seq.), state or local statute, ordinance, rule
      or
      regulation, any judicial or administrative order or judgment (whether or not
      by
      consent), any common law doctrine and any provision or condition of any permit,
      license or other operating authorization relating to (i) the protection of
      the
      environment or the public welfare from actual or potential exposure (or the
      effects of exposure) to any actual or potential release, discharge. disposal
      or
      emission (whether past or present) of any Regulated Substance or (ii) the
      manufacture, processing, distribution, use, treatment, storage, disposal,
      transport or handling of any Regulated Substance.

    


    1.30 “ERISA”
shall
      mean the Employee Retirement Income Security Act of 1974, as
      amended.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    1.31 “ERISA
      Affiliate”
shall
      mean any Person which is under “common control” with the Seller (within the
      meaning of Section 4001(b) of ERISA).

    


    1.32 “Escrow
      Agent”
shall
      mean the Mellon Bank, N.A.

    


    1.33 “Escrow
      Agreement”
shall
      mean that Escrow Agreement in Section 5.2.4.

    


    1.34 “Escrow
      Amount”
shall
      mean the amount of $600,000 or such other amount held by the Escrow Agent
      pursuant to the Escrow Agreement or this Agreement.

    


    1.35 “Excluded
      Assets”
shall
      mean those assets that are not included in the sale contemplated hereby as
      defined in Section 2.2.

    


    1.36 “Files
      and Records”
shall
      mean all files and records, whether in hard copy, computer or magnetic format,
      of the Seller relating to the Business or the Purchased Assets including,
      without limitation, the following types of files and records: customer and
      supplier files, equipment maintenance records, equipment warranty information,
      plans, specifications and drawings, equipment drawings, trade secrets, customer
      specifications and all files relating to employees employed by the Purchaser
      following the Closing, correspondence with national, state and local
      governmental agencies and related files and records of the Seller, except for
      files and records which constitute Excluded Assets.

    


    1.37 “Final
      Asset Value”
shall
      have the meaning given to such term in Section 3.4.1.

    


    1.38 “Final
      Purchase Price”
shall
      have the meaning given to such term in Section 3.4.1.

    


    1.39 “Final
      Report”
shall
      have the meaning given to such term in Section 3.4.1.

    


    1.40 “GAAP”
shall
      mean generally accepted accounting principles in the United States of
      America.

    


    1.41 “Government”
shall
      mean any agency, division, subdivision, audit group or procuring office of
      the
      government of the United States or any foreign government, including the
      employees or agents thereof.

    


    1.42 “Indemnified
      Liabilities”
shall
      mean, collectively, Seller’s Indemnified Liabilities and Purchaser’s Indemnified
      Liabilities.

    


    1.43 “Indemnified
      Party”
shall
      mean either a Seller Indemnified Party or a Purchaser Indemnified Party, as
      the
      context so requires.

    


    1.44 “Intellectual
      Property”
shall
      mean copyrights, designs, trade secrets, technology, know how, data, operating
      system software, licenses (excluding contractors’ licenses), franchises,
      distributorships, covenants by others not to compete, rights to telephone,
      facsimile, cellular telephone, pager and other intellectual property created
      by,
      licensed by or used by the Seller in the Business, privileges and any
      registrations or applications for registrations of the foregoing used or usable
      in the conduct of the Business, and any right to recovery for infringement
      thereof (including past infringement) and any and all goodwill associated
      therewith or connected with the use thereof and symbolized thereby. Intellectual
      Property shall not include the names “Radian” and “Rohn.”

    


    1.45 “Inventory”
shall
      mean (i) all parts and supplies used or usable in the Business and owned by
      the
      Seller on the Closing Date, including, without limitation, all such items as
      set
      forth on the Balance Sheet with additions thereto (less dispositions thereof)
      in
      the ordinary course of business and (ii) any and all rights of the Seller to
      the
      warranties received from its suppliers with respect to such inventory (to the
      extent assignable) and related claims, credits, rights of recovery and set-offs
      with respect thereto.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    1.46 “Leased
      Equipment and Machinery”
shall
      mean the equipment, machinery, furniture, fixtures and improvements, tooling,
      spare parts, supplies and Vehicles which are used or usable in the Business
      and
      leased by the Seller and listed on Schedule
      1.46
      and
      excluding any equipment, machinery, furniture, fixtures and improvements located
      at the Dallas Branch or the Sacramento Branch

    


    1.47 “Leased
      Real Property”
shall
      mean the real property used in the Business and leased by Seller as more fully
      described in Schedule
      6.10
      hereto
      and excluding the Dallas Branch and the Sacramento Branch.

    


    1.48 “Licenses
      and Permits”
shall
      have the meaning given to such term in Section 6.15.

    


    1.49 “Losses”
shall
      mean all losses, liabilities, costs, claims, fines, penalties, damages,
      diminution in value, and expenses, including interest and court costs, costs
      of
      investigation and fees and disbursements of counsel and
      consultants.

    


    1.50 “Multiemployer
      Plan”
shall
      mean any plan that is a “multiemployer plan” (within the meaning of Section
      4001(a)(3) of ERISA).

    


    1.51 “Other
      Assets”
shall
      have the meaning given to such term in Section 3.1.2.

    


    1.52 “Owned
      Equipment and Machinery”
shall
      mean (i) all the equipment, machinery, furniture, fixtures and improvements,
      computers, computer components, appliances, tooling, spare parts, supplies
      and
      Vehicles used or useable in the Business and owned by the Seller on the Closing
      Date, including the items listed on Schedule
      1.52,
      (ii)
      any rights of the Seller to the warranties (to the extent assignable) and
      licenses received from manufacturers and sellers of the aforesaid items and
      (iii) any related claims, credits, rights of recovery and set-off with respect
      to items (i) and (ii) and excluding any such equipment, machinery, furniture,
      fixtures and improvements located at the Dallas Branch and the Sacramento
      Branch.

    


    1.53 “Party”
shall
      mean either Seller or Purchaser, individually, as the context so requires,
      and
      the term “Parties”
shall
      mean Seller and Purchaser together.

    


    1.54 “Payables”
as
      of
      any date shall mean the trade accounts payable associated with the Business
      as
      of such date in accordance with GAAP consistently applied, excluding any amounts
      due to an Affiliate of Seller.

    


    1.55 “Pension
      Plan”
shall
      mean any Plan that is an “employee pension benefit plan” (within the meaning of
      Section 3(2) of ERISA).

    


    1.56 “Permitted
      Encumbrance”
shall
      mean those Encumbrances as specifically set forth on Schedule
      1.56
      hereto.

    


    1.57 “Person”
shall
      mean any individual, corporation, company, limited liability company, limited
      or
      general partnership, trust or estate, joint venture, association or other
      entity.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    1.58 “Plan”
shall
      mean any “employee benefit plan” (within the meaning of Section 3(3) of ERISA)
      that the Company or any ERISA Affiliate maintains, contributes to or is
      obligated to contribute to for the benefit of employees or former employees
      of
      the Company or ERISA Affiliate.

    


    1.59 “Preliminary
      Asset Value”
shall
      have the meaning given to such term in Section 3.3.1.

    


    1.60 “Preliminary
      Payables”
shall
      have the meaning given to such term in Section 3.3.1.

    


    1.61 “Prepaid
      Expenses”
shall
      mean payments related to the Business made by Seller, other than to an Affiliate
      of Seller, which constitute prepaid expenses of the Seller as of the Closing
      Date and in accordance with GAAP.

    


    1.62 “Purchase
      Price”
shall
      have the meaning given to such term in Section 3.1.1.

    


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

    


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

    


    1.65 “Purchaser
      General Liabilities”
shall
      have the meaning given to such term in Section 14.3.

    


    1.66 “Purchaser
      Indemnified Party”
shall
      have the meaning given to such term in Section 14.2.

    


    1.67 “Real
      Property Leases”
shall
      have the meaning given to such term in Section 6.10.

    


    1.68 “Regulated
      Substance”
shall
      mean petroleum, petroleum hydrocarbons or petroleum products and any other
      chemical, material, substance or waste that is identified (by listing or
      characteristic) and regulated (or the clean-up of which can be required) by
      any
      federal, state or local statute, ordinance, rule or regulation intended to
      protect the environment or the public health or welfare, including but not
      limited to the statutes, ordinances, rules or regulations relating to clean
      air,
      clean water, hazardous and solid waste disposal, safe drinking water, endangered
      species, occupational safety and health, oil spill prevention, groundwater
      protection, and toxic substances control.

    


    1.69 “Revised
      Asset Value”
shall
      have the meaning given to such term in Section 3.3.3.

    


    1.70 “Revised
      Payables”
shall
      have the meaning given to such term in Section 3.3.3.

    


    1.71 “Revised
      Payment”
shall
      have the meaning given to such term in Section 3.3.3.

    


    1.72 “Sacramento
      Branch”
shall
      mean the branch office of the Seller located at 871 Cotting Court, Suite E.
      Vacaville, California.

    


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

    


    1.74 “Seller
      General Liabilities”
shall
      have the meaning given to such term in Section 14.2.

    


    1.75 “Seller
      Indemnified Party”
shall
      have the meaning given to such term in Section 14.3.

    


    1.76 “Seller’s
      Objection”
shall
      have the meaning given to such term in Section 3.4.3.

    


    1.77 [Omitted.]

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    1.78 “Supplier
      Data” shall
      mean all of the Seller’s supplier and vendor lists, records, telephone and fax
      numbers, email addresses and publications and marketing material relating to
      the
      purchase of goods or the provision of services to the Seller in connection
      with
      the Business.

    


    1.79 “Taxes”
shall
      mean all taxes, duties, charges, fees, levies or other assessment imposed by
      any
      taxing authority, including, without limitation, income, gross receipts,
      business privilege, value added, excise, sales, use, withholding, personal
      property, real estate, transfer, sale, use, ad valorem, license, lease, service,
      severance, stamp, payroll, employment, customs, duties, alternative, add on
      minimum, estimated and franchise taxes (including any interest, penalties or
      additions attributable to or imposed on or with respect to any such
      assessment).

    


    1.80 “Total
      Receivables”
shall
      collectively mean Accounts Receivable and Unbilled Receivables as of the Closing
      Date. 

    


    1.81 “Work
      in Process Jobs”
shall
      mean those jobs or contracts where work has begun but has not been completed
      as
      of the Closing Date.

    


    1.82 “Work
      in Process”
shall
      mean the cost of all labor, material and other costs for all Work in Process
      Jobs incurred by the Seller in performing services for Customers of the Business
      and in accordance with all such Customers contracts, purchase orders and
      directives and which are incurred in the ordinary course of Business. Other
      than
      costs for such jobs included in Deferred Revenue, Work in Process shall not
      include any amounts that have been billed to a Customer or are included in
      Accounts Receivables, Unbilled Receivables or for which the Seller has received
      payment.

    


    1.83 “Unbilled
      Receivables”
shall
      mean as of any date any unbilled account receivable of the Seller related to
      the
      Business and represents a valid receivable for work performed and complete
      but
      not yet billed and it has been incurred in the ordinary course of Business
      and
      upon billing will be validly due and owing from a customer of the
      Business.

    


    1.84 “Uncollected
      Receivables”
shall
      have the meaning given to such term in Section 3.4.1.

    


    1.85 “Unpaid
      Payables”
shall
      have the meaning given to such term in Section 3.4.1.

    


    1.86 “Vehicles”
shall
      mean all automobiles, trucks, trailers, vans, forklifts, rolling stock and
      other
      vehicles leased or owned by the Seller used in the Business as of the Closing
      Date and listed on Schedule
      1.86.

    


    1.87 “Vendor
      Purchase Orders”
shall
      mean all the Seller’s outstanding purchase orders, contracts or other
      commitments to suppliers, vendors, materialmen or subcontractors of goods and
      services for materials, supplies or other items used in the Business.


    


    


    ARTICLE
      II

    


    TRANSFER
      OF ASSETS AND PROPERTIES

     

    2.1 Purchased
      Assets.
      Subject
      to the terms and conditions of this Agreement, Seller shall sell, convey,
      transfer, assign and deliver to the Purchaser, free and clear of all
      Encumbrances (except for Permitted Encumbrances) whatsoever, and Purchaser
      shall
      purchase from Seller, all of the following assets used or useable in the
      Business (the “Purchased
      Assets”)
      as the
      same shall exist on the Closing Date (other than the Excluded
      Assets):

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    2.1.1 Total
      Receivables;

    


    2.1.2 Work
      in
      Process; 

    


    2.1.3 Contracts;

    


    2.1.4 Files
      and
      Records;

    


    2.1.5 Intellectual
      Property;

    


    2.1.6 Inventory;

    


    2.1.7 Seller’s
      interest, as lessee, in the Leased Equipment and Machinery;

    


    2.1.8 Seller’s
      interest, as lessee, in the Leased Real Property;

    


    2.1.9 Licenses
      and Permits;

    


    2.1.10 Owned
      Equipment and Machinery;

    


    2.1.11 Prepaid
      Expenses of or for the benefit of the Seller;

    


    2.1.12 Vendor
      Purchase Orders and Customer Purchase Orders;

    


    2.1.13 All
      of
      the Customer Data and Supplier Data.

    


    2.1.14 All
      insurance proceeds and insurance claims of the Seller relating to all or any
      part of the Purchased Assets and, to the extent transferable, the benefit of
      and
      the right to enforce the covenants and warranties, if any, that the Seller
      is
      entitled to enforce with respect to the Purchased Assets or the Business against
      the Seller’s predecessors in title to the Purchased Assets, excluding any such
      insurance proceeds or claims related to Completed Jobs;

    


    2.1.15 The
      goodwill of the Business of the Seller;

    


    2.2 Excluded
      Assets.
      Notwithstanding Section 2.1, the following assets (collectively, the
“Excluded
      Assets”)
      shall
      not be Purchased Assets and are excluded assets and shall not be assigned or
      transferred to the Purchaser:

    


    2.2.1 Those
      assets listed on Schedule
      2.2;

    


    2.2.2 Any
      assets used at, related to or generated out of the Dallas Branch and the
      Sacramento Branch, including any leases, contracts, Vendor Purchase Orders,
      Customer Purchase Orders, Accounts Receivable, Work in Process and any other
      assets; provided, however, any Contracts related to the Sacramento Branch that
      are identified on Schedule
      6.13
      shall
      not be an Excluded Asset.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
ARTICLE
      III

    


    CONSIDERATION
      AND TERMS

     

    3.1 Consideration
      for Purchased Assets.

    


    3.1.1 Subject
      to the adjustments determined pursuant to Section 3.4, the aggregate
      consideration to be paid by Purchaser to Seller for the Purchased Assets (the
      “Purchase
      Price”)
      shall
      be in an amount equal to the (a) Asset Value of the Purchased Assets
less
      (b)
      Payables, Accrued Expenses and Deferred Revenue.

    


    3.1.2 For
      purposes of this Agreement, “Asset
      Value”
shall
      mean the following: (i) the book value determined in accordance with GAAP of
      the
      Accounts Receivable and Unbilled Receivables, prior to any deduction for any
      allowance for potentially doubtful accounts; plus
      (ii) the
      book value determined in accordance with GAAP of Work in Process for Work in
      Process Jobs; plus
      (iii)
      the market value, as determined herein, of the Inventory, Owned Equipment and
      Machinery (less the principal amount of related financing outstanding disclosed
      on Schedule
      6.11),
      Leased
      Equipment and Machinery (less the net present value of all outstanding lease
      payments for capital leases as determined by GAAP and disclosed on Schedule
      6.11)
      (collectively “Other
      Assets”).
      The
      value of assets related to or located at the Dallas Branch and the Sacramento
      Branch shall not be included for purposes of calculating Asset
      Value.

    


    3.2 Payment
      of Purchase Price.
      

    


    3.2.1 Closing
      Date Payment.
      Subject
      to the terms and conditions of this Agreement, the Purchaser shall make the
      following payments as follows:

    


    (a) At
      the
      Closing, the Purchaser shall deliver to Seller the aggregate cash payment
      (“Closing
      Date Payment”)
      equal
      to: (i) 70% of the Preliminary Asset Value of the Total Receivables as
      determined pursuant to Section 3.3.1 plus
      (ii) the
      Preliminary Asset Value of the Other Assets as determined under Section 3.3.1
      plus
      (iii)
      Work in Process for Work in Process Jobs less
      (iv) the
      Preliminary Payables as determined pursuant to Section 3.3.1 less
      (v)
      Deferred Revenue and less
      (v) the
      Escrow Amount.

    


    (b) The
      Closing Date Payment shall be paid by the Purchaser by wire transfer of
      immediately available funds sent to Seller’s bank account as follows, or to such
      other bank within the continental United States as Seller may have designated
      by
      notice to Purchaser: 

    


    Vectra
      Bank

    Broomfield
      Branch

    1990
      West
      10th
      Avenue

    Broomfield,
      Colorado

    


    (c) Purchaser
      shall pay to the Escrow Agent the Escrow Amount.

    


    
      
        
        

      

      
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    3.2.2 Revised
      Closing Payment.
      When
      the Revised Payment is determined in accordance with Section 3.3.3, the
      Purchaser or Seller shall pay any amount due to the other as provided in Section
      3.3.4.

    


    3.2.3 Deferred
      Payment.
      Following the Closing Date, the Purchaser shall pay to the Seller an amount
      equal to 30% of the Total Receivables collected (“Deferred
      Payment”).
      Purchaser shall 3 days from the Closing Date and every 3 days thereafter or
      if
      such day falls on a Saturday, Sunday or holiday the next business day, submit
      to
      the Seller (a) payment of such Deferred Payment, (b) a detailed list of all
      Accounts Receivables and Unbilled Receivables collected and remit the amounts
      provided in this Section 3.2.3, and (c) a detailed list of all Payables that
      have been paid and remain to be paid.

    


    3.3 Determination
      of Preliminary Asset Value and Revised Asset Value.

    


    3.3.1 Two
      days
      prior to the Closing Date, the Purchaser and the Seller shall commence
      determination of an estimate of the total Asset Value and each component of
      the
      Asset Value as of the Closing Date (“Preliminary
      Asset Value”)
      and an
      estimate of the Payables and Accrued Expenses as of the Closing Date
      (“Preliminary
      Payables”).

    


    3.3.2 The
      parties shall use their best efforts prior to the Closing Date to resolve any
      disagreements with respect to the computation of the Preliminary Asset Value
      and
      the Preliminary Payables. However, in the event that the Parties cannot agree
      upon the Preliminary Asset Value, Purchaser’s determination of the Preliminary
      Asset Value, the Preliminary Payables and the details of each shall control
      for
      purposes of the Closing.

    


    3.3.3 As
      soon
      as practical following the Closing Date but in no event later than fourteen
      (14)
      days after the Closing Date, the Purchaser and the Seller shall compute the
      revised Asset Value as of the Closing Date (the “Revised
      Asset Value”)
      and
      the amount of the revised Payables and the Accrued Expenses as of the Closing
      Date (the “Revised
      Payables”).
      Upon
      the determination of the Revised Asset Value and the Revised Payables, a revised
      closing date payment (using the same formula provided in Section 3.2.1(a))
      shall
      be calculated (“Revised
      Payment”).

    


    3.3.4 If
      the
      Revised Payment is greater than the Closing Date Payment, then the Purchaser
      shall pay the Seller the amount of such difference. If the Closing Date Payment
      is greater than the Revised Payment, then the Seller shall pay the Purchaser
      the
      amount of such difference. Purchaser is authorized to offset any such amounts
      due to Purchaser against any Deferred Payment due to Seller. Any such payment
      shall be paid within two (2) business days after such payment is
      determined.

    


    3.3.5 In
      the
      event that the Parties cannot agree upon the Revised Asset Value, the Revised
      Payables and Revised Payment, the average of the Purchaser’s and the Seller’s
      calculation for each item shall control, subject to the final determination
      provided in Section 3.4.

    


    3.4 Final
      Adjustments and Disputes.

    


    3.4.1 Within
      180 days following the Closing Date, the Purchaser shall provide to the Seller
      a
      report (“Final
      Report”),
      which
      provides a detailed calculation and final determination of the Purchase Price
      (“Final
      Purchase Price”)
      reflecting the final determination of Asset Value (“Final
      Asset Value”),
      Payables and Accrued Expenses. For purposes of calculating the Final Asset
      Value
      and Final Purchase Price, any Accounts Receivable and Unbilled Receivables
      not
      collected by Purchaser within 180 days following the Closing Date (“Uncollected
      Receivables”)
      and
      any Accounts Payable not paid by Purchaser within 180 days of closing
      (“Unpaid
      Payables”)
      shall
      be excluded. Any such Uncollected Receivables shall then become the property
      of
      the Seller and any such Unpaid Payables shall become the responsibility of
      the
      Seller.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    3.4.2 If
      the
      Seller has no disagreement or objection to the Final Report and the Final
      Purchase Price within twenty (20) days after receipt of the Final Report, then
      the Escrow Amount and other amounts shall be paid as provided in Section
      3.5.

    


    3.4.3 If
      the
      Seller disagrees with the Final Report or the Final Purchase Price within twenty
      (20) days after receipt of the Final Report, Seller shall so inform Purchaser
      in
      writing, on or before the last day of such twenty (20) day period, by delivering
      a notice (“Seller’s
      Objection”)
      to
      Purchaser, setting forth a specific description of the nature of and basis
      for
      each such disagreement and the consequent adjustment to the Final Report or
      Final Purchase Price which Seller believes should be made. Seller shall be
      deemed to have agreed with all other items and amounts contained in the Final
      Report and Final Purchase Price.
      As to
      any amounts that are not in dispute, such amounts shall be paid as provided
      in
      Section 3.5.

    


    3.4.4 If
      a
      Seller’s Objection shall be duly delivered, Purchaser and Seller shall, during
      the twenty (20) days following such delivery, seek to reach agreement on all
      disputed items or amounts, in order to determine the amount of Final Asset
      Value
      and Final Purchase Price. If at the end of such period, Purchaser and Seller
      are
      unable to reach such agreement, either may thereafter at any time refer their
      remaining differences (“Unresolved
      Difference”)
      to
      Ernst & Young, or, if such firm has had any significant professional or
      other business relationship with Seller or Purchaser in the 12 months preceding
      the referral, to another nationally recognized firm of independent public
      accountants acceptable to both Purchaser and Seller (in either case, the
“Accounting
      Firm”).
      The
      Accounting Firm shall determine on the basis of the standards set forth in
      Sections 3.3 and 3.4 hereof, and only with respect to the remaining differences
      so submitted and within the submitted economic range of such differences,
      whether and to what extent, if any, the Final Report and Final Purchase Price
      calculation requires adjustment. The parties shall instruct the Accounting
      Firm
      to deliver its written determination to Purchaser and Seller no later than
      the
      twentieth (20th)
      Business Day after the remaining differences underlying the Seller’s Objection
      are referred to the Accounting Firm. The Accounting Firm’s determination shall
      be conclusive and binding upon Seller and Purchaser. Seller and Purchaser shall
      promptly provide to the Accounting Firm and to each other, to the extent
      reasonably requested in order to prepare the Final Report and the Final Purchase
      Price, information and access to any requested information. The fees and
      disbursements of the Accounting Firm incurred in the resolution of the
      Unresolved Differences shall be borne in proportion to the allocation of the
      dollar amount of the Unresolved Difference made by the Accounting Firm such
      that
      the prevailing party pays a lesser portion of such fees and
      expenses.

    


    3.5 Release
      of Escrow Amount and Payment

    


    3.5.1 Upon
      the
      determination of the Final Asset Value and Final Purchase Price, either by
      agreement of the Parties or by the Accounting Firm, if the Final Purchase Price
      is less than the amounts previously paid by the Purchaser to the Seller pursuant
      to Sections 3.2.1(a), 3.2.2 and 3.2.3, then the Escrow Amount shall be paid
      to
      the Purchasers and the Seller shall pay the Purchaser the amount of such
      difference in cash, within five business days of the determination of the Final
      Purchase Price.

    


    
      
        
        

      

      
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    3.5.2 If
      the
      Final Purchase Price is greater than the amounts previously paid by the
      Purchaser to the Seller pursuant to Sections 3.2.1(a), 3.2.2 and 3.2.3, then
      the
      Purchaser shall pay the Seller the amount of such difference first by the Escrow
      Agent paying the Seller out of the Escrow Amount the amount of such difference
      (with the balance, if any, of the Escrow Amount to be paid to the Purchaser).
      If
      the amount of such difference exceeds the Escrow Amount, the balance of such
      difference shall be paid by the Purchaser to the Seller in cash, within five
      business days of the determination of the Final Purchase Price.

    


    3.6 Allocation
      of Purchase.
      

    


    3.6.1 Upon
      final determination of the Purchase Price and the Asset Value, the Purchase
      Price for the Purchased Assets shall be allocated as of the Closing Date among
      the Purchased Assets in accordance with an allocation schedule to be prepared
      by
      the Purchaser and consented to by the Seller, which consent shall not be
      unreasonably withheld. Such allocation schedule shall be prepared in accordance
      with Section 1060 of the Code. 

    


    3.6.2 In
      connection with a determination of the allocation schedule contemplated in
      Section 3.6.1, the Parties shall cooperate with each other and provide such
      information as any of them shall reasonably request. The Parties shall each
      report the federal, state and local and other Tax consequences of the purchase
      and sale contemplated hereby (including the filing of IRS Forms 8594) in a
      manner consistent with such allocation schedule and shall not make any
      inconsistent written statement or take any inconsistent position on any Tax
      Returns during the course of any IRS or other Tax audit, for any financial
      or
      regulatory purpose, in any litigation or investigation or otherwise.


    


    3.6.3 Each
      Party shall promptly notify the other Party if it receives notice that the
      IRS
      proposes any allocation different from the allocation agreed upon in accordance
      with this Section 3.6. 

    


    3.7 Taxes.
      Purchaser shall bear and be responsible for payment of, or reimbursement to
      Seller for, all Taxes (excluding Taxes based on or measured by income) that
      are
      or may be imposed by any government or political subdivision thereof and that
      are payable or arise as a result of this Agreement, or any transfer pursuant
      to
      this Agreement or any Ancillary Agreement, notwithstanding the Party upon which
      such Taxes are actually imposed. The parties will cooperate to minimize such
      taxes, including obtaining and providing exemption certificates, if requested
      by
      any tax authority.

    


    


    ARTICLE
      IV

    


    ASSUMPTION
      OF LIABILITIES; EMPLOYEE BENEFITS

     

    4.1 Assumption
      of Liabilities.

    


    4.1.1 Except
      as
      otherwise provided in Section 4.1.2, Seller shall transfer the Purchased Assets
      to Purchaser free and clear of all Encumbrances (except for Permitted
      Encumbrances) and without any assumption of liabilities and obligations, and
      Purchaser shall not, by virtue of its purchase of the Purchased Assets, assume
      or become responsible for any liabilities or obligations of Seller or any other
      Person. For purposes of this Agreement the phrase “liabilities and obligations”
shall include, without limitation, any direct or indirect indebtedness,
      guaranty, endorsement, claim, loss, damage, deficiency, cost, expense,
      obligation or responsibility, fixed or unfixed, known or unknown, asserted
      or
      unasserted, choate or inchoate, liquidated or unliquidated, secured or
      unsecured.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    4.1.2 On
      the
      Closing Date, Purchaser shall acquire the Purchased Assets subject only to,
      and
      shall assume and otherwise pay only, the following liabilities and obligations,
      excluding any liabilities and obligations to Affiliates of Seller and excluding
      those set forth in Section 4.2 below (“Assumed
      Liabilities”):
      

    


    (a) all
      obligations of Seller accruing subsequent to the Closing Date under the Real
      Property Leases, provided that the rights thereunder have been duly and
      effectively assigned to Purchaser;

    


    (b) except
      as
      provided in Section 12.10, all obligations of Seller accruing subsequent to
      the
      Closing Date under Leased Equipment and Machinery provided that the rights
      there
      under have been duly and effectively assigned to Purchaser;

    


    (c) all
      obligations of Seller accruing after the Closing Date under the Licenses and
      Permits, provided that the rights thereunder have been duly and effectively
      assigned to Purchaser; 

    


    (d) all
      obligations to complete Work in Process Jobs, provided that the representations
      and warranties contained in Section 6.13 are true, accurate and complete and
      there is no default or event of default under or pursuant to any such Work
      in
      Process Jobs; and

    


    (e) Payables,
      Accrued Expenses and Deferred Revenue set forth on the books of Seller at the
      Closing Date and arising in the ordinary course of Business and to the extent
      deducted from Asset Value for purpose of calculating Purchase
      Price.

    


    4.2 Other
      Liabilities Not Assumed.
      The
      Purchaser shall not assume and the Assumed Liabilities shall in no event
      include, without limitation: (i) any liabilities or obligations to any
      materialman, supplier, contractor or subcontractor with respect to Completed
      Jobs that are not included in Payables; (ii)
      any
      liabilities or obligation with respect to: (x) income Taxes of the Seller,
      including income Taxes attributable to the transfer of the Purchased Assets
      to
      the Purchaser pursuant to this Agreement; (y) other Taxes of the Seller, to
      the
      extent accrued on or prior to the Closing Date; and (z) Taxes of any other
      Person for which the Seller may be liable by contract or otherwise, (iii) any
      liability of any kind due to illegal or tortious conduct prior to the Closing
      Date by the Seller, or the Seller’s officers, directors or employees, whether to
      employees or third parties, (iv) any liability for violation of any
      Environmental Law in connection with the conduct of the Business occurring
      before the Closing Date, or any transportation or disposal, or arrangement
      for
      transportation or disposal of Regulated Substances by the Seller, occurring
      before the Closing Date, (v) any liability arising out of any Seller General
      Liabilities, (vi) any liability outlined in Section 4.4 , (vii) any liability
      or
      obligation of the Seller related to or arising out of the Dallas Branch and
      the
      Sacramento Branch, including any contract, lease or order that is not included
      in Payables, (viii) any other liability of the Seller not expressly assumed
      by
      the Purchaser pursuant to this Agreement, (ix) any liability due to an Affiliate
      of the Seller, (x) Unpaid Payables, and (xi) any liabilities or payables related
      to any Excluded Assets, not included in Payables for which there was a deduction
      in the Purchase Price. All the liabilities and obligations of the Seller other
      than the Assumed Liabilities are hereinafter referred to as the “Excluded
      Liabilities.”

    


    4.3 Offer
      of Employment.
      Purchaser shall have the right to offer employment on and as of the Closing
      Date, on an at-will basis, to any Employees actively at work on the Closing
      Date.

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    4.4 Employee
      Benefits.
      Seller
      agrees that, with respect to claims for workers’ compensation and all claims
      under Seller’s employee benefit programs by persons working for the Seller
      arising out of events occurring prior to the Closing, whether reported or
      unreported as of the Closing and whether insured or uninsured (including, but
      not limited to, workers’ compensation, life insurance, medical and disability
      programs), Seller shall, at its own expense, honor or cause its insurance
      carriers to honor such claims in accordance with the terms and conditions of
      such programs or applicable workers’ compensation statutes. Without limiting the
      scope of the preceding sentence, Seller shall be responsible for any and all
      claims and liabilities arising out of or relating to (i) its employment of
      the
      Employees, (ii) the termination by Seller of the employment of any such Employee
      and (iii) the provision of any employee benefits to such Employees (and their
      beneficiaries and eligible dependents) attributable to their employment with,
      or
      their participation in any plans or programs maintained or contributed to by,
      Seller or any of its Affiliates, including any bonuses or stay bonuses payable
      or due to any Employee.

    


    4.5 WARN
      Act.
      Seller
      shall indemnify the Purchaser against any expense incurred by Purchaser,
      including attorneys’ fees, in connection with the application of the Worker
      Adjustment and Retraining Notification Act, 29 U.S.C. Sections 2101 et
      seq.(“WARN”), to Purchaser as a result of any discharge of Employees by Seller,
      including the discharge of any Employee of the Dallas Branch or Sacramento
      Branch. The Buyer shall not, at any time within sixty (60) days from the Closing
      Date, effectuate a “plant closing” or “mass layoff” as those terms are defined
      in WARN affecting in whole or in part any facility, site of employment,
      operating unit or employee of the Company without complying fully with the
      requirements of WARN.”

    



    ARTICLE
      V

    


    CLOSING

     

    5.1 Time;
      Location.
      Subject
      to the conditions contained herein, the Closing shall be held on the Closing
      Date at 10:00 a.m. EST or such other time as the Parties shall mutually agree
      in
      writing.

    


    5.2 Seller
      Documents.
      At the
      Closing, Seller shall execute and deliver the following instruments of transfer
      and assignment and other documents:

    


    5.2.1 A
      general
      bill of sale, assignment and assumption agreement (“Bill
      of Sale, Assignment and Assumption Agreement”)
      in the
      form of Exhibit
      A
      hereto
      transferring to Purchaser good and indefeasible title to all of the tangible
      personal property included in the Purchased Assets, subject only to the Assumed
      Liabilities, and assigning to Purchaser all of Seller’s right, title and
      interest in each of the Assigned Contracts, together with all consents of third
      parties that are required to make each such assignment effective as to such
      third parties;

    


    5.2.2 Certificates
      of title to all Vehicles included in the Purchased Assets with assignments
      to
      Purchaser;

    


    5.2.3 Such
      additional instruments of conveyance and transfer as Purchaser may reasonably
      require in order to more effectively vest in it, and put it in possession of,
      the Purchased Assets;

    


    5.2.4 The
      Assignment and Assumption of Lease in the form of Exhibit
      B
      for all
      Leased Real Property;

    


    5.2.5 The
      Transition Services Agreement in the form of Exhibit
      C
      hereto;

    


    
      
        
        

      

      
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    5.2.6 The
      Escrow Agreement in the form of Exhibit
      D
      hereto;

    


    5.2.7 The
      Subcontract Agreement in the form of Exhibit
      E,
      and

    


    5.2.8 The
      Financial Statements described in Section 6.5.

    


    5.3 Reasonable
      Steps.
      Prior
      to the Closing Date, Seller shall take such reasonable steps as may be necessary
      or appropriate so that on the Closing Date, Purchaser shall be placed in actual
      possession and control of all of the Purchased Assets.

    


    5.4 Purchaser
      Documents.
      At the
      Closing, the Purchaser shall execute and deliver the following
      documents:

    


    5.4.1 The
      Bill
      of Sale, Assignment and Assumption Agreement;

    


    5.4.2 The
      Transition Services Agreement;

    


    5.4.3 The
      Subcontract Agreement, and

    


    5.4.4 The
      Escrow Agreement.

    


    5.5 Other
      Documents.
      At the
      Closing each of the following shall be executed and delivered: 

    


    5.5.1 Employment
      Agreement in form satisfactory to the Purchaser with William D’Agostino and the
      Purchaser.

    


    


    ARTICLE
      VI

    


    REPRESENTATIONS
      AND WARRANTIES OF SELLER

     

    Seller
      represents and warrants to Purchaser as follows:

    


    6.1 Organization,
      Good Standing and Power.
      Seller
      is a corporation duly organized, validly existing and in good Standing under
      the
      laws of Delaware, and has all requisite corporate power and authority to execute
      and deliver this Agreement and the Ancillary Agreements, to consummate the
      transactions contemplated hereby and thereby and to perform all the terms and
      conditions hereof and thereof to be performed by it. The Seller is duly
      qualified to do business as a foreign corporation and is in good Standing in
      every jurisdiction in which the character of the properties owned or leased
      by
      it or the nature of the business conducted by it makes such qualification
      necessary, except where the failure to be so qualified and in good Standing
      would not have a material adverse effect on the Business or the financial
      condition of the Seller. Schedule
      6. 1
      sets
      forth all jurisdictions in which the Seller is so qualified.

    


    6.2 Authorization
      of Agreement and Enforceability.
      Seller
      has taken all necessary corporate action to authorize the execution and delivery
      of this Agreement and the Ancillary Agreements, the performance by it of all
      terms and conditions hereof and thereof to be performed by it and the
      consummation of the transactions contemplated hereby and thereby. This Agreement
      has been duly executed by the Seller and the Ancillary Agreements will have
      been
      duly executed by the Seller as of the Closing Date. This Agreement constitutes,
      and the Ancillary Agreements to which Seller is a party, upon Seller’s execution
      and delivery thereof, will constitute, the legal, valid and binding obligations
      of Seller, enforceable in accordance with their terms except to the extent
      that
      such enforceability may be limited by bankruptcy, insolvency, moratorium or
      other similar laws presently or hereafter in effect relating to or affecting
      the
      enforcement of creditors’ rights generally and by general principles of equity
      (regardless of whether enforcement is considered in a proceeding in equity
      or at
      law).

    


    
      
        
        

      

      
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    6.3 No
      Violation; Consents.
      The
      execution, delivery and performance by Seller of this Agreement and the
      Ancillary Agreements, and the consummation of the transactions contemplated
      hereby and thereby will not (with or without the giving of notice or the lapse
      of time, or both) (i) violate any provision of the articles of incorporation
      or
      bylaws of Seller, (ii) violate any provision of any law, statute, rule or
      regulation to which Seller, the Business or the Purchased Assets are subject,
      (iii) violate any judgment, order, writ or decree of any court applicable to
      Seller, the Business or the Purchased Assets, (iv) except as set forth in
Schedule
      6.3,
      conflict with, result in a breach of, constitute a default under, or accelerate
      or permit the acceleration of the performance required by, or require any
      consent, authorization or approval under any agreement, contract, commitment,
      lease or other instrument, document or undertaking to which Seller is a party
      or
      any of the Purchased Assets is bound, including any contract or agreement with
      any customer of the Business or (v) result in the creation or imposition of
      any
      Encumbrance upon any of the Purchased Assets.

    


    6.4 Consents
      and Approvals.
      Schedule
      6.4
      sets
      forth a true and complete list of each consent, waiver, authorization or
      approval of any governmental or regulatory authority and each declaration to
      or
      filing or registration with any such governmental or regulatory authority,
      that
      is required in connection with the execution and delivery of this Agreement
      and
      the Ancillary Agreements by the Seller or the performance by the Seller of
      its
      obligations hereunder or thereunder.

    


    6.5 Financial
      Statements.
      Seller
      has delivered to Purchaser true and complete copies of the balance sheets
      (excluding Dallas Branch and Sacramento Branch) of the Seller related to the
      Business at December 31, 2005 and 2006 and the related statements of income
      and
      cash flows for the Business (excluding Dallas Branch and Sacramento Branch)
      for
      the years then ended, audited by PricewaterhouseCoopers, chartered accountants.
      True and correct copies of such financial statements are attached hereto as
      Schedule
      6.5.
      The
      foregoing financial statements have been prepared in accordance with GAAP
      consistently applied throughout the periods involved. Such financial statements,
      including the related notes, (i) are true and correct and fairly present the
      financial position of the Seller at the dates indicated and the results of
      operations and cash flows of the Seller for the periods then ended in accordance
      with GAAP; (ii) are in accordance with the books of account and records of
      the
      Seller; (iii) can be legitimately reconciled with the financial statements
      and
      the financial records maintained and the accounting methods applied by the
      Seller for federal income tax purposes; and (iv) reflect accurately all accrued
      costs and expenses of the Seller related to the Business (excluding Dallas
      Branch and Sacramento Branch).

    


    6.6 Absence
      of Certain Changes or Events.

    


    6.6.1 Since
      the
      Balance Sheet Date, with respect to the Business there has not
      been:

    


    (i) any
      material adverse change in the Business operations, properties, assets or
      condition (financial or other) of the Business or Seller, or any event that
      has
      had a material adverse effect on the foregoing;

    


    (ii) any
      loss,
      damage, destruction or other casualty to the Purchased Assets;

    


    (iii) any
      change in any method of accounting or accounting practice of the Seller;


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

    

    (iv) any
      loss
      of the employment of William D'Agostino and Kirk Jones;

    


    (v) any
      notice by any customer of the Business that such customer intends to cease
      doing
      Business with the Seller; or 

    


    (vi) any
      deterioration in the relationship of Seller with any significant Customer,
      subcontractor, supplier or materialman.

    


    6.6.2 Except
      as
      set forth in Schedule
      6.6
      or
      related to the closure of the Dallas Branch and Sacramento Branch, since the
      Balance Sheet Date, the Seller has operated in the ordinary course of Business
      consistent with past practice and has not:

    


    (i) incurred
      any obligation or liability (whether absolute, accrued, contingent or
      otherwise), except in the ordinary course of its Business consistent with past
      practice;

    


    (ii) failed
      to
      discharge or satisfy any Encumbrance or pay or satisfy any obligation or
      liability when due (whether absolute, accrued, contingent or (otherwise), other
      than liabilities or obligations being contested in good faith and for which
      adequate reserves have been provided and Encumbrances arising in the ordinary
      course of business that do not, individually or in the aggregate, interfere
      with
      the use, operation or marketability of any of the Purchased Assets;

    


    (iii) mortgaged,
      pledged or subjected to any Encumbrance any of the Purchased Assets, except
      for
      mechanics’ liens (for which Seller shall have secured bonds or made other
      arrangements to ensure payment thereof or removal of the lien thereof) and
      Encumbrances for taxes not yet due and payable, and Encumbrances arising in
      the
      ordinary course of business that do not, individually or in the aggregate,
      interfere with the use, operation or marketability of any of the Purchased
      Assets;

    


    (iv) sold
      or
      transferred any of its assets or canceled any debts or claims or waived any
      rights, in each case except in the ordinary course of business consistent with
      past practice;

    


    (v) disposed
      of any patents, trademarks or copyrights or any patent, trademark or copyright
      applications owned by the Seller;

    


    (vi) written
      down the aggregate value of the Inventory in an amount in excess of $50,000
      or
      written off as uncollectible Accounts Receivable or Unbilled Receivable in
      an
      aggregate amount in excess of $50,000;

    


    (vii) granted
      any increase in the compensation or benefits of Employees other than increases
      in the normal course of business or pursuant to contractual commitments existing
      on the date of such grant or entered into any employment or severance agreement
      or arrangement with any of them;

    


    (viii) made
      any
      capital expenditure, or additions to Owned Equipment and Machinery and Leased
      Equipment and Machinery, other than ordinary repairs and maintenance, in excess
      of $50,000;

    


    (ix) incurred
      any obligation or liability for the payment of severance benefits;

    


    
      
        
        

      

      
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    (x) made,
      changed or revoked any election or method of accounting with respect to
      Taxes;

    


    (xi) entered
      into any closing or other agreement or settlement with respect to Taxes;
      or

    


    (xii) defaulted
      under any contract, order or agreement with any customer of the Business;
      or

    


    (xiii) entered
      into any agreement or made any commitment to do any of the
      foregoing.

    


    6.7 Absence
      of Undisclosed Liabilities.
      Except
      as set forth in Schedule
      6.7,
      Seller
      has no liabilities or obligations (as defined in Section 4.1.1) except (i)
      those
      liabilities and obligations set forth on the Balance Sheet and not heretofore
      paid or discharged; and (ii) those liabilities and obligations incurred in
      the
      ordinary course of business consistent with past practice since the Balance
      Sheet Date. Except as shown on the Balance Sheet, the Seller is not directly
      or
      indirectly liable upon or with respect to (by discount, repurchase agreement
      or
      otherwise), or obliged in any other way to provide funds in respect of or to
      guarantee or assume, any debt, obligation or dividend of any Person in
      connection with the Business, except endorsements in the ordinary course of
      business in connection with the deposit, in banks or other financial
      institutions, of items for collection.

    


    6.8 Accounts
      Receivable.
      All
      Accounts Receivable and Unbilled Receivables set forth on the Balance Sheet
      or
      utilized in computing Asset Value (i) have or will have arisen only in the
      ordinary course of business consistent with past practice for goods sold and
      delivered or services performed and (ii) are or will be collectible in full
      at
      the recorded amounts thereof (subject to no defenses, set offs or counterclaims)
      in the ordinary course of business (without resort to litigation or assignment
      to a collection agency) no later than 180 days after the Closing
      Date.

    


    6.9 Inventory.
      Except
      as disclosed in Schedule
      6.9,
      the
      Inventory set forth on the Schedule
      6.9
      was
      acquired and maintained in accordance with the regular business practices of
      the
      Seller and consists of new and unused items of a quality and quantity useable
      or
      saleable in the ordinary course of business.

    


    6.10 Real
      Property Leases.

    


    6.10.1 Schedule
      6.10
      sets
      forth a list of all leases, licenses, subleases and occupancy agreements,
      together with all amendments thereto, with respect to all properties in which
      the Seller has a leasehold interest and related to the Business (excluding
      Dallas Branch and Sacramento Branch) whether as lessor or lessee, (each, a
      “Real
      Property Lease”
and
      collectively, the “Real
      Property Leases”;
      the
      property covered by Real Property Leases under which the Seller is a lessee
      is
      referred to herein as the “Leased
      Real Property”).
      No
      option has been exercised under any of such Real Property Leases, except options
      whose exercise has been evidenced by a written document, a true, complete and
      accurate copy of which has been delivered to Purchaser with the corresponding
      Real Property Lease. The transfer of the Real Property Leases to the Purchaser:
      (a) does not require the consent or approval of the other party to the Real
      Property Lease, or (b) Seller has obtained such consent or
      approval.

    


    6.10.2 Since
      the
      Balance Sheet Date, no Real Property Lease has been modified or amended and
      no
      party to any Real Property Lease has given the Seller notice of or made a claim
      with respect to any breach or default under such Real Property
      Lease.

    


    
      
        
        

      

      
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    6.10.3 None
      of
      the Leased Real Property is subject to any sublease, license or other agreement
      to which the Seller is a party granting to any other Person any right to the
      use, occupancy or enjoyment of such property or any portion thereof. The Seller
      has not received any notice from any utility company or municipality of any
      fact
      or condition which could result in the discontinuation of presently available
      or
      otherwise necessary sewer, water, electric, gas, telephone or other utilities
      or
      services for any of the Leased Real Property. All improvements on the Leased
      Real Property and the operations therein conducted conform to all applicable
      health, fire, environmental, safety, zoning and building laws, ordinances and
      administrative regulations, Permits and other regulations (including, without
      limitation, the Americans with Disabilities Act) and the Seller has not received
      any notice to the contrary.

    


    6.10.4 The
      plumbing, electrical, heating, air conditioning, elevator, ventilating and
      all
      other mechanical or structural systems in the buildings or improvements for
      which the Seller is responsible under the Real Property Leases are in good
      working order and condition, and, the roof, basement and foundation walls of
      such buildings and improvements for which the Seller is responsible under the
      Real Property Leases are in good condition and free of leaks and other defects.
      All such mechanical and structural systems and such roofs, basement and
      foundation walls for which others are responsible under said Real Property
      Leases are in good working order and condition and free of leaks and other
      defects.

    


    6.11 Machinery
      and Equipment.
      Schedule
      6.11
      sets
      forth a complete and correct list of each item of Owned Machinery and Equipment
      and Leased Machinery and Equipment together with the market value for each
      item.
      The Seller has good title, free and clear of all title defects or Encumbrances
      to the Owned Machinery and Equipment (other than Permitted Encumbrances). The
      Seller holds valid and transferable leaseholds in all of the Leased Machinery
      and Equipment, in each case under valid and enforceable leases. The Seller
      is
      not in default with respect to any item of Leased Machinery and Equipment,
      and
      no event has occurred that constitutes or with due notice or lapse of time
      or
      both would constitute a default by the Seller under any lease thereof. The
      Owned
      Machinery and Equipment and the Leased Machinery and Equipment is sufficient
      and
      adequate to carry on the Business as presently conducted, and all items thereof
      are in good operating condition and repair relative to the value ascribed to
      such machinery and equipment for purposes of calculating Asset
      Value.

    


    6.12 Intellectual
      Property.
      

    


    6.12.1 Schedule
      6.12
      sets
      forth a correct and complete list of all Intellectual Property material to
      the
      Business. All of the Intellectual Property is owned by the Seller, free and
      clear of all Encumbrances or possessed subject to adequate licenses or valid
      right to use.

    


    6.12.2 (i)
      Seller owns or possesses adequate licenses or other valid right to use (without
      the making of any payment to others or the obligation to grant rights to others
      in exchange) all the Intellectual Property; (ii) the Intellectual Property
      included in the Purchased Assets constitutes all such rights necessary to
      conduct the Business in accordance with past practice, with no known conflict
      with the rights of others, and is being conveyed to Purchaser together with
      the
      other Purchased Assets; (iii) the validity of the Intellectual Property Rights
      and the rights therein of Seller have not been questioned in any litigation
      to
      which Seller is a party, nor, to Seller’s knowledge, is any such litigation
      threatened; and (iv) the conduct of the Business does not conflict with patent
      rights, licenses, trademark rights, trade name rights, copyrights or other
      intellectual property rights of any other Person.

    


    6.12.3 Seller
      does not have knowledge that any use of any Intellectual Property Rights owned
      by Seller has heretofore been, or is now being, made by any Person other than
      Seller. Seller has no knowledge of any infringement of any Intellectual Property
      Rights owned or licensed by Seller. No present or former director or officer
      or
      employee, or consultant of Seller or any Affiliate of Seller has any interest
      in
      any of the Intellectual Property Rights.

    


    
      
        
        

      

      
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    6.13 Contracts
      and Commitments.
      

    


    6.13.1 The
      agreements listed on Schedule
      6.13
      constitute all agreements to which Seller is a party that are material to the
      Business (excluding Dallas Branch and Sacramento Branch) as currently conducted,
      including, without limitation, any agreement related to Work in Process Jobs,
      subcontractors, materialmen and distributors, and including each amendment,
      modification, renewal or extension or other ancillary document pertaining
      thereto (the “Contracts”).
      Seller has previously delivered or made available to Purchaser correct and
      complete copies of each of the Contracts. As to the Work in Process Jobs,
Schedule
      6.13
      contains
      a list all such Work in Process Jobs together with a description of the portions
      of such jobs that have been complete as of March 31, 2007. 

    


    6.13.2 Except
      as
      may be disclosed on Schedule
      6.13,
      (i)
      each of the agreements, contracts, commitments, leases and other instruments,
      documents and undertakings listed on Schedule
      6.10 and 6.13
      is in
      full force and effect and constitutes the legal, valid and binding obligation
      of
      the parties thereunder enforceable in accordance with its terms, the parties
      thereto are in compliance with the provisions thereof, no party is in default
      in
      the performance, observance or fulfillment of any obligation, covenant or
      condition contained therein, and no event has occurred that with or without
      the
      giving of notice or lapse of time, or both, would constitute a default
      thereunder; (ii) no such agreement, contract, commitment, lease or other
      instrument, document or undertaking contains any contractual requirement with
      which there is a reasonable likelihood that Seller or any other party thereto
      will be unable to comply; (iii) other than Deferred Revenue, no advance payments
      have been received by Seller by or on behalf of any party to any of the
      agreements, contracts, commitments, leases and other instruments listed on
      Schedules
      6.10 or 6.13
      for
      services to be rendered or products to be delivered to such party after the
      Closing Date; and (iv) no consent or approval of any party to any agreement,
      contract, commitment, lease or other instrument, document or undertaking listed
      on Schedules
      6.10 or 6.13
      is
      required for the execution of this Agreement or the consummation of the
      transactions contemplated hereby.

    


    6.14 Completed
      Jobs and Work in Process Jobs.

    


    6.14.1 Seller
      has fully completed and performed all Completed Jobs in accordance with all
      Customer contracts, purchase orders, agreements or directives.

    


    6.14.2 The
      total
      cost to complete all Work in Process Jobs is not expected to exceed the total
      amount of proceeds to be received from all Work in Process Jobs. There is no
      dispute as to any changes orders related to any Work in Process Job and all
      such
      change orders have been approved by the Customer and all change orders in excess
      of $25,000 have been approved in writing. All costs reflected in Work in Process
      were incurred in furtherance of Work in Process Jobs.

    


    6.14.3 There
      is
      no notice, demand, claim, charge back, action, suit, inquiry, hearing,
      proceeding, notice of violation or investigation of a civil, criminal or
      administrative nature before any court or governmental or other regulatory
      or
      administrative agency, commission or authority, domestic or foreign, against
      or
      involving any work performed or not performed and related to any Completed
      Job
      or Work in Process Jobs, which is pending or, to Seller’s knowledge, threatened,
      resulting from an alleged defect in design, manufacture, materials or
      workmanship.

    


    
      
        
        

      

      
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    6.15 Licenses
      and Permits.
      Schedule
      6.15
      sets
      forth a true and complete list of all current licenses, permits, certificates
      of
      occupancy, franchises, authorizations and approvals related to the Business
      which are issued or granted to the Seller by the Government of the United
      States, any state or local government, any foreign national or local government,
      or any department, agency, board, commission, bureau or instrumentality of
      any
      of the foregoing, including those required by any Environmental Law (the
“Licenses
      and Permits”),
      and
      all pending applications therefor. Each License and Permit has been duly
      obtained, is valid and in full force and effect, and is not subject to any
      pending or, to the Seller’s knowledge, threatened administrative or judicial
      proceeding to revoke, cancel, suspend or declare such License and Permit invalid
      in any respect and no cause exists for such suspension or cancellation. The
      Licenses and Permits are sufficient and adequate to permit the continued lawful
      conduct of the Business in the manner now conducted, and except as set forth
      in
Schedule
      6.15,
      none of
      the operations of the Seller are being conducted in a manner that violates
      any
      of the terms or conditions under which any License and Permit was granted.
      Any
      License and Permit that cannot be transferred or requires consent or approval
      for the transfer thereof is specifically identified on Schedule
      6.15
      hereto
      as nontransferable or requiring such consent or approval.

    


    6.16 Compliance
      with Law.
      Except
      as set forth in Schedule
      6.16,
      the
      operations of the Seller and the Business have been conducted in accordance
      with
      all applicable laws, regulations, orders and other requirements of all courts
      and other governmental or regulatory authorities having jurisdiction over the
      Seller, the Business or the Purchased Assets, including, without limitation,
      all
      such laws, regulations, orders and requirements promulgated by or relating
      to,
      equal opportunity, health, environmental protection, Regulated Substances,
      conservation, wetlands, architectural barriers to the handicapped, fire, zoning
      and building, occupation safety, pension, and securities matters.

    


    6.17 Legal
      Proceedings.
      Except
      as described in Schedule
      6.17
      hereto,
      there is no claim, action, suit, proceeding, investigation or inquiry or
      arbitration pending before any federal, state or other court or governmental,
      administrative or private body or authority or, to Seller’s knowledge,
      threatened against the Seller or any of the Purchased Assets, or relating to
      the
      transactions contemplated by this Agreement nor does Seller know or know of
      any
      basis for any such claim, action, suit, proceeding, investigation, or inquiry.
      Except as set forth on Schedule
      6.17
      hereto,
      Seller is not a party to or subject to the provisions of any judgment, order,
      writ, injunction, decree or award of any court, arbitrator or governmental,
      regulatory or administrative official, body or authority that relates to the
      Purchased Assets or the Seller or that might affect the reactions contemplated
      by this Agreement.

    


    6.18 Files
      and Records.
      All
      Files and Records are complete and correct and have been made available to
      Purchaser. All of the Files and Records have been prepared and maintained in
      accordance with good business practices and, where applicable, in conformity
      with GAAP (except as otherwise stated therein) and in compliance with applicable
      laws, regulations and other requirements.

    


    6.19 Employees.
      Schedule
      6.19
      sets
      forth a true and correct list of all individuals employed by Seller in the
      Business (excluding those employees employed at the Dallas Branch and Sacramento
      Branch) and their present position and rate of compensation and service credited
      for purposes of vesting and eligibility under each employee benefit
      plan.

    


    6.20 Labor
      Disputes.

    


    6.20.1 Except
      as
      set forth in Schedule
      6.20:
      (i) the
      Seller is not a party to any outstanding employment agreement or contract with
      any Employee of the Business (excluding Dallas Branch and Sacramento Branch)
      that is not terminable at will, or that provides for the payment of any bonus
      or
      commission; (ii) the Seller is not a party to any agreement or legally
      binding policy or practice that requires it to pay termination or severance
      pay
      to any Employee of the Business; and (iii) the Seller is not a party to any
      collective bargaining agreement, participant agreement, or other labor union
      contract applicable to its Employees nor does the Seller know of any activities
      or proceedings of any labor union to organize any such employees. The Seller
      has
      furnished to the Purchaser complete and correct copies of all such agreements
      (the “Employment
      and Labor Agreements”).
      The
      Seller has not breached or otherwise failed to comply with any provisions of
      any
      Employment or Labor Agreement, and there are no grievances or arbitrations
      outstanding thereunder.

    


    
      
        
        

      

      
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    6.20.2 (i)
      The
      Seller is in material compliance with all applicable laws relating to employment
      and employment practices, wages, hours, and terms and conditions of employment;
      (ii) there is no unfair labor practice charge or complaint pending before the
      National Labor Relations Board (“NLRB”); (iii) there is no labor strike,
      material slowdown or material work stoppage or lockout pending or, to the
      Seller’s knowledge, threatened against or affecting its Business and the Seller
      has not experienced any strike, material slow down or material work stoppage,
      lockout or other collective labor action by or with respect to its Employees;
      (iv) there is no representation claim or petition pending before the NLRB or
      any
      similar foreign agency and no question concerning representation exists relating
      to its Employees; (v) there are no charges with respect to or relating to the
      Seller pending before the Equal Employment Opportunity Commission or any state,
      local or foreign agency responsible for the prevention of unlawful employment
      practices; and (vi) the Seller has received no notice from any national, state,
      local or foreign agency responsible for the enforcement of labor or employment
      laws of an intention to conduct an investigation of the Seller and, to the
      Seller’s knowledge, no such investigation is in progress.

    


    6.21 Tax
      Matters.
      All Tax
      Returns required to be filed before the Closing Date in respect of the Seller
      have been (or will have been by the Closing Date) filed, and the Seller has
      (or
      will have by the Closing Date) paid all Taxes required to be paid in respect
      of
      the periods covered by such returns and has (or will have by the Closing Date)
      adequately reserved for the payment of all Taxes with respect to periods ended
      on or before the Closing Date for which Tax Returns have not yet been filed.
      All
      such Taxes of the Seller have been paid or adequately provided for and the
      Seller knows of no proposed additional tax assessment against it not adequately
      provided for. The Seller has withheld and paid all Taxes, including sales and
      use and payroll Taxes, required to be withheld and paid by it in connection
      with
      any amounts paid or owing by the Seller to an employee, creditor, independent
      contractor or other third party. None of the Purchased Assets is “tax-exempt use
      property” within the meaning of Section 168(h) of the Code.

    


    6.22 Employee
      Plans.

    


    Except
      as
      set forth in Schedule
      6.22
      hereto:

    


    6.22.1 There
      are
      no Plans; and there are no other deferred compensation, bonus, incentive, stock
      option, stock purchase, child or dependent care, educational assistance,
      vacation or leave, sick pay, cafeteria or other employee benefit or fringe
      benefit plans or arrangements sponsored, maintained or contributed to by the
      Seller. Copies of all Plans and other such plans or arrangements (including
      any
      amendments and any related trust or other funding agreements) and the most
      recent annual reports, summary annual reports and summary plan descriptions
      (or
      if none is required, other descriptive material) of all Plans and other such
      plans or arrangements have been delivered to the Purchaser. 

    


    6.22.2 There
      is
      no failure of the Plans, individually or in the aggregate, to be in compliance
      with the applicable provisions of ERISA, the Code and applicable foreign law
      that could have a material adverse effect on the Seller. There is no failure
      of
      the Seller to make all contributions, and pay all expenses, with respect to
      the
      Plans required to be made or paid by it, or to pay or accrue any obligations
      to
      contribute, or pay any expenses, with respect to any Plan for the portion of
      the
      plan year or other fiscal period ending on the Closing Date.

    


    
      
        
        

      

      
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    6.22.3 Each
      Plan
      that is intended to be qualified under Section 401(a) or 403(a) of the Code,
      and
      each Plan trust that is intended to be exempt under Section 501(c)(9) or (17)
      of
      the Code, has received a favorable determination letter from the Internal
      Revenue Service, a copy of the most recent such letter for such plan has been
      delivered to the Purchaser and nothing has occurred since the date of such
      letter with respect to such Plan that could adversely affect the exempt status
      of the Plan.

    


    6.22.4 None
      of
      the Plans is a Multiemployer Plan, and neither the Seller nor any ERISA
      Affidavit has contributed or been obligated to contribute to any Multiemployer
      Plan at any time within the preceding six years.

    


    6.22.5 None
      of
      the Plans provide benefits for retired employees.

    


    6.22.6 There
      are
      no actions, suits or claims which have been instituted or asserted, or which
      could reasonably be expected to be asserted, against or with respect to any
      Plan, other than claims for benefits under and services rendered to each such
      plan in the ordinary course.

    


    6.23 No
      Finder.
      Seller
      has not taken any action that would give to any Person a right to a finder’s fee
      or any type of brokerage commission in relation to, or in connection with,
      the
      transactions contemplated by this Agreement.

    


    6.24 Customers.
      Schedule
      6.24
      sets
      forth a complete and correct list of all Customers where net revenues have
      exceeded $15,000 from such Customer during the twelve months ended December
      31,
      2006.

    


    6.25 Insurance.
      Schedule
      6.25
      lists
      all performance, payment or other bonds and the aggregate coverage amount and
      type of all policies of liability, fire, casualty, business interruption,
      workers’ compensation and other forms of insurance insuring the Business, the
      Purchased Assets or the Seller. All such policies and bonds are in full force
      and effect as of the date of this Agreement, have been issued by financially
      sound insurers and are sufficient for all applicable requirements of law. No
      one
      has made a claim against any such bonds. The Seller shall maintain the coverage
      under all policies and bonds listed in Schedule
      6.25
      in full
      force and effect through the Closing Date. The Seller is not in default under
      any provisions of any such policy of insurance nor has received notice of
      cancellation of any such insurance. There is no claim by the Seller pending
      under any of such policies or bonds as to which coverage has been questioned,
      denied or disputed by the underwriters of such policies or bonds. The insurance
      maintained by the Seller meets the requirements of any applicable leases,
      contracts and Customer Purchase Orders.

    


    6.26 Interest
      in Business.
      Seller
      has not granted, and there is not outstanding, any option, right or agreement
      pursuant to which any Person could claim a right to acquire in any way all
      or
      any part of, or interest in, the Seller.

    


    6.27 Transactions
      with Directors, Officers and Affiliates.
      Except
      as set forth in Schedule
      6.27,
      since
      the Balance Sheet date there have been no transactions between the Seller or
      any
      director, officer, employee, stockholder or other Affiliate of the
      Seller.

    


    
      
        
        

      

      
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    6.28 Environmental
      Matters.

    


    6.28.1 Except
      as
      set forth in Schedule
      6.28
      hereto,
      Seller has not received any notice relating to the Business or the Leased Real
      Property alleging any violation of any Environmental Law or any written request
      for information from any governmental agency or other Person pursuant to any
      Environmental Law, and Seller is, with respect to the Business and the Leased
      Real Property, in compliance with all applicable Environmental
      Laws;

    


    6.28.2 Except
      as
      set forth in Schedule
      6.28
      hereto,
      to the knowledge of Seller there have been no Regulated Substances released
      by
      Seller or any other Person on or beneath the Leased Real Property in quantities
      or concentrations that could give rise to obligations, responsibilities or
      liabilities of Seller or Purchaser under an, Environmental Law; 

    


    6.28.3 Seller
      has not received any notice or order from any governmental agency or private
      or
      public entity advising it that Seller is responsible for or potentially
      responsible for remediation or paying for the cost of investigation or
      remediation of any Regulated Substance, and Seller has not entered into any
      agreements pertaining thereto;

    


    6.28.4 Except
      as
      set forth in Schedule
      6.28
      hereto
      the Leased Real Property does not contain any: (i) underground storage tanks;
      (ii) underground injection wells; (iii) septic tanks in which process wastewater
      or any Regulated Substances have been disposed; (iv) asbestos containing
      materials; (v) equipment, including without limitation, electrical transformers
      containing or using polychlorinated biphenyis (PCB); or (vi) bulk liquid storage
      drums buried in the ground; and

    


    6.29 No
      Important Items Excluded.
      There
      are no assets or properties of Seller not included within the Purchased Assets
      or agreements, contracts or commitments to which Seller is a party not
      comprising part of the Assigned Contracts that are of importance to the ongoing
      operation of the Business by Purchaser in the same manner in which the Business
      has been conducted by Seller prior to the date of this Agreement.

    


    6.30 Completeness
      and Accuracy.
      All
      information set forth on any Schedule hereto is, and all information furnished
      by Seller pursuant to Section
      8.1.10
      hereof
      will be, true, correct and complete. No representation or warranty of Seller
      contained in this Agreement contains or will contain any untrue statement of
      material fact, or omits or will omit to state any material fact necessary to
      make the statements made therein, in light of the circumstances under which
      they
      were made, not misleading. All contracts, permits and other documents and
      instruments which are listed on any Schedule hereto or which are material to
      the
      operation of the Business or the use and ownership of the Purchased Assets
      have
      been supplied or made available by Seller to Purchaser. All contracts, permits
      and other documents and instruments furnished or made available to Purchaser
      by
      Seller are or will be true, complete and accurate originals or copies of
      originals and include all amendments, supplements, waivers and modifications
      thereto. There is no fact, development or threatened development that Seller
      has
      not disclosed to Purchaser in this Agreement or the Schedules hereto that
      materially adversely affects or, so far as Seller can now foresee, may
      materially adversely affect, the Seller, the Purchased Assets, or the prospects
      or condition (financial or otherwise) of the Business.

    


    
      
        
        

      

      
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    ARTICLE
      VII

    


    REPRESENTATIONS
      AND WARRANTEES OF PURCHASER

     

    Purchaser
      hereby represents and warrants to Seller as follows:

    


    7.1 Organization,
      Good Standing, Power.
      Purchaser is a corporation duly organized, validly existing and in good Standing
      under the laws of Delaware and has all requisite corporate power and authority
      to own and lease the Purchased Assets and to carry on the Business and to
      execute and deliver this Agreement and the Ancillary Agreements to which
      Purchaser is a party, to consummate the transactions contemplated hereby and
      thereby and to perform all the terms and conditions hereof and thereof to be
      performed by it.

    


    7.2 Authorization
      of Agreement and Enforceability.
      Purchaser has taken all necessary corporate action to authorize the execution
      and delivery of this Agreement and the Ancillary Agreements to which Purchaser
      is a party, the performance by Purchaser of all terms and conditions hereof
      and
      thereof to be performed by Purchaser and the consummation of the transactions
      contemplated hereby and thereby. This Agreement constitutes, and the Ancillary
      Agreements, upon Purchaser’s execution and delivery thereof, will constitute,
      the legal, valid and binding obligations of Purchaser, enforceable in accordance
      with their terms except to the extent that such enforceability may be limited
      by
      bankruptcy, insolvency, moratorium or other similar laws presently or hereafter
      in effect relating to affecting the enforcement of creditors’ rights generally
      and by general principles of equity (regardless of whether enforcement is
      considered in a proceeding in equity or at law).

    


    7.3 No
      Violations; Consent.
      The
      execution, delivery and performance by Purchaser of this Agreement and the
      Ancillary Agreements to which Purchaser is a party and the consummation of
      the
      transactions contemplated hereby and thereby will not (with or without the
      giving of notice or the lapse of time, or both) (i) violate any provision of
      the
      articles of incorporation or bylaws of Purchaser, (ii) violate any provision
      of
      any law, statute, rule or regulation to which Purchaser is subject, (iii)
      violate any judgment, order, writ or decree of any court applicable to
      Purchaser, or (iv) result in the creation or imposition of any Encumbrance
      upon
      its assets.

    


    7.4 Legal
      Proceedings.
      There
      is no claim, action, suit, proceeding, investigation or inquiry pending before
      any federal, state or other court or governmental or administrative agency
      or,
      to Purchaser’s knowledge, threatened against Purchaser or any of Purchaser’s
      properties, assets, operations or businesses that might prevent or delay the
      consummation of the transactions contemplated hereby.

    


    7.5 No
      Finder.
      Purchaser has not taken any action which would give to any Person a right to
      a
      finder’s fee or any type of brokerage commission in relation to, or in
      connection with, the transactions contemplated by this Agreement.

    


    


    ARTICLE
      VIII

    


    COVENANTS
      OF SELLER PRIOR TO CLOSING DATE

     

    8.1 Required
      Actions.
      Between
      the date of this Agreement and the Closing Date, Seller covenants that it will,
      except as otherwise agreed by Purchaser in writing:

    


    8.1.1 Access
      to Information.
      Give to
      Purchaser and its counsel, accountants, consultants and other representatives,
      reasonable access, during normal business hours, to the properties, books,
      accounts, contracts and records of Seller concerning the Business and furnish
      or
      otherwise make available to Purchaser all such information as Purchaser may
      reasonably request concerning the Business, provided that the confidentiality
      of
      any data or information so acquired shall be maintained as confidential by
      Purchaser and its representatives in accordance with Section 9.1.1;

    


    
      
        
        

      

      
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    8.1.2 Conduct
      of Business.
      Other
      than the closure of the Dallas Branch and Sacramento Branch, operate only in
      the
      usual, regular and ordinary manner as the Business was conducted prior to the
      date hereof and use its best efforts until the Closing Date to (i) preserve
      and
      keep intact the Business, (ii) keep available the services of the Employees
      and
      (iii) preserve its relationships with customers, suppliers, subcontractors,
      materialmen and others having business dealings with Seller;

    


    8.1.3 Maintenance
      of Properties.
      Maintain the Purchased Assets, whether owned or leased, in good repair, order
      and condition, normal wear and tear excepted;

    


    8.1.4 Maintenance
      of Files and Records.
      Maintain the Files and Records in the usual, regular and ordinary manner, on
      a
      basis consistent with past practice;

    


    8.1.5 Compliance
      with Applicable Law.
      Comply
      with all laws applicable to it, the Purchased Assets and to the conduct of
      the
      Business;

    


    8.1.6 Performance
      of Obligations.
      Perform
      all the obligations of Seller relating to the Purchased Assets and the Business
      in accordance with the past practices of Seller including any contracts or
      orders with customers of the Business;

    


    8.1.7 Approvals,
      Consents.
      Use its
      best efforts to obtain in writing as promptly as possible all approvals and
      consents required to be obtained by Seller in order to effectuate the
      transactions contemplated hereby and deliver to Purchaser copies of such
      approvals and consents;

    


    8.1.8 Notice
      of Material Damage.
      Give to
      Purchaser prompt written notice of any damage by fire or other casualty upon
      the
      Purchased Assets or the Business;

    


    8.1.9 Advice
      of Changes.
      Advise
      Purchaser promptly in writing of any fact that, if known at the Closing Date,
      would have been required to be set forth or disclosed in or pursuant to this
      Agreement, or which would result in the breach by Seller of any of its
      representations, warranties, covenants or agreements hereunder;

    


    8.1.10 Update
      Schedules.
      Promptly disclose to Purchaser any information contained in the representations
      and warranties of Seller contained in Article VI or in the Schedules to this
      Agreement which is no longer complete or correct (including furnishing updated
      financial statements); provided that no such disclosure shall be deemed to
      modify, amend or supplement Seller’s representations and
      warranties;

    


    8.1.11 Pay
      Employees to Closing, Date.
      Pay all
      wages, salaries and other sums due (a) salaried Employees through the close
      of
      business on the day prior to the Closing Date; and (b) hourly Employees within
      seven (7) days after the Closing Date.

    


    8.1.12 Termination.
      Terminate the employment of all Employees of the Business (excluding those
      Employees working at the Dallas Branch and the Sacramento Branch) as of the
      Closing Date; and

    


    
      
        
        

      

      
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    8.1.13 Compliance
      with Agreement.
      Not
      undertake any course of action inconsistent with satisfaction of the conditions
      applicable to Seller set forth in this Agreement, and Seller shall use its
      best
      efforts to do all such acts and take all such measures as may be necessary
      to
      comply with the representations, warranties, agreements, conditions and other
      provisions of this Agreement.

    


    8.2 Prohibited
      Actions.
      Between
      the date of this Agreement and the Closing Date, Seller shall not, except as
      otherwise agreed by Purchaser in writing:

    


    8.2.1 Make
      any
      material change in the conduct of the Business other than closure of the Dallas
      Branch and Sacramento Branch or enter into any action other than in the ordinary
      course of business consistent with past practice;

    


    8.2.2 Make
      any
      sale, assignment, transfer, abandonment or other conveyance of the Purchased
      Assets or any part thereof, except dispositions of Inventory in the ordinary
      course of business consistent with past practice;

    


    8.2.3 Subject
      any of the Purchased Assets, or any part thereof, to any Encumbrance or suffer
      such to exist, other than such Encumbrances as may arise in the ordinary course
      of business consistent with past practice by operation of law;

    


    8.2.4 Acquire
      any assets, materials or properties, concerning the Business, other than in
      the
      ordinary course of the business;

    


    8.2.5 Enter
      into any new (or amend any existing) employee benefit plan, program or
      arrangement or any new (or amend any existing) employment, severance or
      consulting agreement, grant any general increase in the compensation of officers
      or Employees of the Business (including any such increase pursuant to any bonus,
      pension, profit sharing or other plan or commitment) or grant any increase
      in
      the compensation payable or to become payable to any Employee of the Business,
      except in accordance with pre-existing contractual provisions and in accordance
      with the annual merit increase which is effective April 2, 2007;

    


    8.2.6 Make
      or
      continuing to make any capital expenditure in excess of $25,000, relating to
      the
      Business

    


    8.2.7 Fail
      to
      keep in full force and effect insurance comparable in amount and scope to
      coverage maintained on the date hereof;

    


    8.2.8 Take
      any
      other action that would cause any of the representations and warranties made
      by
      the Seller in this Agreement not to remain true and correct;

    


    8.2.9 Make
      any
      change in any method of accounting or accounting principle, method or practice
      concerning the Business;

    


    8.2.10 Settle,
      release or forgive any claim or litigation or waive any material right with
      respect to the Business thereto;

    


    8.2.11 Modify
      or
      amend or terminate any Assigned Contract;

    


    8.2.12 Make,
      change or revoke, or permit to be made, changed or revoked, without the consent
      of the Purchaser, any election or method of accounting with respect of
      Taxes;

    


    
      
        
        

      

      
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    8.2.13 Enter
      into, or permit to be entered into, without the consent of the Purchaser, any
      closing or other agreement or settlement with respect to Taxes; or

    


    8.2.14 Commit
      to
      do any of the foregoing.

    


    8.3 Negotiations.
      From
      and after the date hereof, neither the Seller, nor its officers or directors
      nor
      anyone acting on behalf of the Seller or such persons shall, directly or
      indirectly, encourage, solicit, engage in discussions or negotiations with,
      or
      provide any information to, any person, firm, or other entity or group (other
      than the Purchaser or its representatives) concerning any merger, sale of
      substantial assets, purchase or sale of shares of capital stock or similar
      transaction involving the Seller or any other transaction inconsistent with
      the
      transactions contemplated hereby. The Seller shall promptly communicate to
      the
      Purchaser any inquiries or communications concerning any such transaction which
      they may receive or of which they may become aware.

    


    8.4 Best
      Efforts.
      Upon
      the terms and subject to the conditions of this Agreement, the Seller will
      use
      its best efforts to take, or cause to be taken, all action, and to do, or cause
      to be done, all things necessary, proper or advisable consistent with applicable
      law to consummate and make effective in the most expeditious manner practicable
      the transactions contemplated hereby.

    


    8.5 Consents
      and Approvals.
      The
      Seller (a) shall, at its cost and expense, use its best efforts to obtain all
      necessary consents, waivers, authorizations and approvals of all governmental
      and regulatory authorities, domestic and foreign, and of all other Persons
      required in connection with the execution, delivery and performance by it of
      this Agreement, and (b) shall diligently assist and cooperate with the Purchaser
      in preparing and filing all documents required to be submitted by the Purchaser
      to any governmental or regulatory authority, domestic or foreign, in connection
      with such transactions and in obtaining any governmental consents, waivers,
      authorizations or approvals which may be required to be obtained by the
      Purchaser in connection with such transactions (which assistance and cooperation
      shall include, without limitation, timely furnishing to the Purchaser all
      information concerning the Seller that counsel to the Purchaser determines
      is
      required to be included in such documents or would be helpful in obtaining
      any
      such required consent, waiver, authorization or approval).

    


    8.6 Assignment
      of Contracts.
      At the
      Closing and effective as of the Closing Date, the Seller shall assign to the
      Purchaser all its rights under the Assigned Contracts. Notwithstanding the
      foregoing, no Assigned Contract shall be assigned contrary to law or the terms
      of such Assigned Contract and, with respect to Assigned Contracts that cannot
      be
      assigned to the Purchaser at the Closing Date, the performance obligations
      of
      the Seller thereunder shall, unless not permitted by such Assigned Contract,
      be
      deemed to be subleased or subcontracted to the Purchaser until such Assigned
      Contract has been assigned. The Purchaser shall assist the Seller in obtaining
      any necessary approvals to such subleases and subcontracts. The Seller shall
      use
      its best efforts to obtain all necessary consents and the Purchaser shall take
      all necessary actions to perform and complete all Assigned Contracts in
      accordance with their terms if neither assignment, subleasing nor subcontracting
      is permitted by the other party, and the Seller shall pay over to the Purchaser
      any amounts received by the Seller after the Closing Date as a result of
      performance by the Purchaser of such Assigned Contracts.

    


    


    ARTICLE
      IX

    


    COVENANTS
      OF PURCHASER PRIOR TO CLOSING DATE

     

    9.1 Required
      Actions.
      Between
      the date of this Agreement and the Closing Date, Purchaser shall, except as
      otherwise agreed by Seller in writing:

    


    
      
        
        

      

      
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    9.1.1 Confidentiality.
      Not
      publish or disclose and not authorize or permit any of its officers, employees,
      directors, agents or representatives or any third party to publish or disclose
      any trade secrets or other Confidential Information or any data or business
      or
      financial books, records or other information of or pertaining to Seller, which
      have been furnished to Purchaser by Seller or to which Purchaser, or any of
      its
      officers, employees, directors, agents, attorneys or accountants, or any
      financial institution have had access during any investigation made in
      connection with this Agreement and which is not otherwise available to
      Purchaser, except as required by law, required by any SEC rules or regulations
      (including information required to be disclosed on Form 8-K) or in connection
      with seeking financing to consummate the transactions contemplated
      hereby;

    


    9.1.2 Advise
      of Changes.
      Advise
      Seller promptly in writing of any fact that, if known at the Closing Date,
      would
      have been required to be set forth or disclosed in or pursuant to this
      Agreement, or which would result in the breach by Purchaser of any of its
      representations, warranties, covenants or agreements hereunder; and

    


    9.1.3 Compliance
      with Agreement.
      Not
      undertake any course of action inconsistent with satisfaction of the conditions
      applicable to Purchaser set forth in this Agreement, and Purchaser shall use
      its
      best efforts to do all such acts and take all such measures as may be necessary
      to comply with the representations, agreements, conditions and other provisions
      of this Agreement.

    


    


    ARTICLE
      X

    


    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF PURCHASER

     

    The
      obligations of Purchaser hereunder are subject to the fulfillment at or prior
      to
      the Closing of each of the following conditions:

    


    10.1 Accuracy
      of Representations and Warranties.
      The
      representations and warranties of Seller contained in this Agreement shall
      have
      been true and correct on the date hereof and shall be true and correct on and
      as
      of the Closing Date with the same force and effect as though made on and as
      of
      the Closing Date.

    


    10.2 Performance
      of Agreement.
      Seller
      shall have performed all obligations and agreements and complied with all
      covenants and conditions contained in this Agreement to be performed or complied
      with by it at or prior to the Closing Date.

    


    10.3 Seller’s
      Certificate.
      Purchaser shall have received a certificate from Seller, dated as of the Closing
      Date, satisfactory in form and substance to Purchaser and its counsel,
      certifying as to the fulfillment of all matters specified in Section 10.1 and
      Section 10.2 hereof. The matters set forth in such certificate shall constitute
      representations and warranties of Seller hereunder.

    


    10.4 Secretary’s
      Certificate.
      Purchaser shall have received a certificate, dated the Closing Date, of the
      Secretary or any Assistant Secretary of Seller with respect to the incumbency
      and specimen signature of each officer or representative of Seller executing
      this Agreement, the certificate referred to in Section 10.3 and the Ancillary
      Agreements to which Seller is a party.

    


    10.5 Opinion
      Letter.
      Purchaser shall have received an opinion letter, dated the Closing Date,
      satisfactory to the Purchaser as to matters set forth in Sections 6.1, 6.2,
      6.3
      and 6.4.

    


    
      
        
        

      

      
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    10.6 Injunction.
      On the
      Closing Date, there shall be no injunction, writ, preliminary restraining order
      or any order of any nature in effect issued by a court of competent jurisdiction
      directing that the transactions provided for herein, or any of them, not be
      consummated as herein provided and no suit, action, investigation, inquiry
      or
      other legal or administrative proceeding by any governmental body or other
      Person shall have been instituted or threatened which questions the validity
      or
      legality of the transactions contemplated hereby or which if successfully
      asserted might otherwise have an adverse effect on the conduct of the Business
      or impose any additional financial obligation on, or require the surrender
      of
      any right by, Purchaser.

    


    10.7 No
      Material Adverse Change.
      During
      the period from the Balance Sheet date to the Closing Date, there shall not
      have
      been any material adverse change in the assets, properties, business,
      operations, net income or financial condition of the Seller.

    


    10.8 Consents.
      Any
      third party and governmental consents, approvals or authorizations necessary
      for
      the conveyance of the Purchased Assets or the consummation of the transactions
      contemplated hereby shall have been obtained and shall be in full force and
      effect on the Closing Date.

    


    10.9 Agreements.
      The
      agreements and documents provided in Sections 5.2 and 5.5 shall have been
      executed and delivered by all parties to such agreements.

    


    10.10 Actions
      and Proceedings.
      All
      corporate actions, proceedings, instruments and documents required to carry
      out
      the transactions contemplated by this Agreement or incidental thereto and all
      other related legal matters shall be satisfactory to counsel for Purchaser,
      and
      such counsel shall have been furnished with such certified copies of such
      corporate actions and proceedings and such other instruments and documents
      as it
      shall have reasonably requested.

    


    10.11 Other
      Closing Documents.
      The
      Purchaser shall have received such other certificates, instruments and documents
      in confirmation of the representations and warranties of the Seller or in
      furtherance of the transactions contemplated by this Agreement (including
      without limitation the release of all Encumbrances (except Permitted
      Encumbrances) on any of the Purchased Assets) as the Purchaser may reasonably
      request.

    


    


    ARTICLE
      XI

    


    CONDITIONS
      PRECEDENT TO THE OBLIGATIONS OF SELLER

     

    The
      obligations of Seller hereunder are subject to the fulfillment at or prior
      to
      the Closing of each of the following conditions:

    


    11.1 Accuracy
      of Representations and Warranties.
      The
      representations and warranties of Purchaser contained in this Agreement shall
      have been true and correct on the date hereof and shall be true and correct
      on
      and as of the Closing Date with the same force and effect as though made on
      and
      as of the Closing Date.

    


    11.2 Performance
      of Agreement.
      Purchaser shall have performed all obligations and agreements and complied
      with
      all covenants and conditions contained in this Agreement to be performed or
      complied with by it at or prior to the Closing Date.

    


    11.3 Injunction.
      On the
      Closing Date, there shall be no injunction, writ, preliminary restraining order
      or any order of any nature in effect issued by a court of competent jurisdiction
      directing that the transactions provided for herein, or any of them, not be
      consummated as herein provided and no suit, action, investigation, inquiry
      or
      other legal or administrative proceeding by any governmental body or other
      Person shall have instituted or threatened which questions the validity and
      legality of the transactions contemplated hereby.

    


    
      
        
        

      

      
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    11.4 Consents.
      Any
      third party and governmental consents, approvals or authorizations necessary
      for
      the conveyance of the Purchased Assets or the consummation of the transactions
      contemplated hereby shall have been obtained and shall be in full force and
      effect on the Closing Date.

    


    11.5 Agreements.
      The
      agreements and documents provided in Sections 5.4 shall have been executed
      and
      delivered by all parties to such agreements.

    


    11.6 Actions
      or Proceedings.
      All
      corporate actions, proceedings, instruments and documents required to carry
      out
      the transactions contemplated by this Agreement or incidental thereto and all
      other related legal matters shall be reasonably satisfactory to counsel for
      Seller, and such counsel shall have been furnished with such certified copies
      of
      such corporate actions and proceedings and such other instruments and documents
      as it shall have reasonably requested.

    


    11.7 Other
      Closing Documents.
      The
      Seller shall have received such other certificates, instruments and documents
      in
      confirmation of the representations and warranties of the Purchaser or in
      furtherance of the transactions contemplated by this Agreement as the Seller
      may
      reasonably request.

    


    11.8 Opinion
      Letter.
      Seller
      shall have received an opinion letter, dated the Closing Date, satisfactory
      to
      the Seller as to matters set forth in Sections 7.1, 7.2 and 7.3.

    


    11.9 Purchaser’s
      Certificate.
      Seller
      shall have received a certificate from Purchaser, dated as of the Closing Date,
      satisfactory in form and substance to Seller and its counsel, certifying as
      to
      the fulfillment of all matters specified in Section 11.1 and Section 11.2
      hereof. The matters set forth in such certificate shall constitute
      representations and warranties of Purchaser hereunder.

    


    11.10 Secretary’s
      Certificate.
      Seller
      shall have received a certificate, dated the Closing Date, of the Secretary
      or
      any Assistant Secretary of Purchaser with respect to the incumbency and specimen
      signature of each officer or representative of Purchaser executing this
      Agreement, the certificate referred to in Sections 11.9 and the Ancillary
      Agreements to which Purchaser is a party.

    


    ARTICLE
      XII

    


    OBLIGATIONS
      AFTER THE CLOSING DATE

     

    12.1 Confidentiality.
      Seller
      and Purchaser hereby covenant and agree that, except as may be required by
      law,
      rule or regulation or court order, unless this Agreement is terminated, it
      will
      not at any time reveal, divulge or make known to any Person (other than to
      each
      other or their agents or Affiliates) any information that relates to this
      Agreement, the transactions contemplated hereby, the Business of the Seller
      (whether now possessed or furnished after the Closing Date), including, but
      not
      limited to, customer lists or other customer information, trade secrets or
      formulae, marketing plans or proposals, financial information or any data,
      written material, records or documents used by or relating to the Seller that
      are of a confidential nature (collectively, the “Confidential
      Information”).

    


    12.2 Noncompetition.
      

    


    
      
        
        

      

      
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    (a) Except
      for Seller’s business with Oakland County, Michigan, for a period of three (3)
      years after the Closing Date, Seller will not, directly or indirectly, unless
      acting in accordance with Purchaser’s written consent, own, manage, operate,
      finance or participate in the ownership, management, operation or financing
      of
      or permit its name to be used by or in connection with any business or
      enterprise engaged in the Business, or any part thereof, in the United
      States.

    


    (b) Seller
      covenants and agrees that for a period of three (3) years after the Closing
      Date, Seller will not do the following: (i) directly or indirectly, solicit
      or
      induce any person to leave or terminate his or her employment with the Purchaser
      or any Affiliate of Purchaser, nor actively participate or assist in any such
      solicitation or inducement, nor (ii) except for Seller’s business with Oakland
      County, Michigan, directly or indirectly, solicit or induce any customer,
      supplier, vendor (including, but not limited to, any customer, supplier or
      vendor acquired by the Purchaser as a result of the transaction contemplated
      this Agreement), or any other third party to cease doing business with the
      Purchaser or any Affiliate of the Purchaser or reduce the level of business
      done
      with the Purchaser or any Affiliate of the Purchaser, or actively participate
      or
      assist in any such solicitation or inducement. However, Purchaser acknowledges
      that the obligations of this paragraph 12.2(b) shall not apply to Canadian
      nationals employed in the United States and identified in Schedule
      12.2.

    


    (c) Seller
      acknowledges that the provisions of this Section are reasonable and necessary
      to
      protect the interests of the Purchaser, that any violation of this Section
      will
      result in an irreparable injury to Purchaser and that damages at law would
      not
      be reasonable or adequate compensation to Purchaser for violation of this
      Section and that, in addition to any other available remedies, Purchaser shall
      be entitled to have the provisions of this Section specifically enforced by
      preliminary and permanent injunctive relief without the necessity of proving
      actual damages or posting a bond or other security and to an equitable
      accounting of all earnings, profits and other benefits arising out of any
      violation of this Section. In the event that the provisions of this Section
      shall ever be deemed to exceed the time, geographic, product or other
      limitations permitted by applicable law, then the provisions shall be deemed
      reformed to the maximum extent permitted by applicable law.

    


    12.3 Transition
      of Employees.
      From
      and after the Closing Date, Purchaser and Seller shall cooperate to ensure
      an
      orderly transition of the Employees who accept employment with
      Purchaser.

    


    12.4 Further
      Assurances.
      From
      and after the Closing Date, Seller and Purchaser shall, at the request of each
      other, execute, acknowledge and deliver to each other, without further
      consideration, all such further assignments, conveyances, endorsements, deeds,
      special powers of attorney, consents and other documents, and take such other
      action, as they may reasonably request (i) to transfer to and vest in Purchaser,
      and protect its right, title and interest in, all the Purchased Assets and
      (ii)
      otherwise to consummate the transactions contemplated by this
      Agreement.

    


    12.5 Further
      Assurances of Purchaser.
      From
      and after the Closing Date, Purchaser shall afford to Seller and its attorneys,
      accountants and other representatives’ access, during normal business hours, to
      such books and records relating to the Business as may reasonably be required
      in
      connection with the preparation of financial information for periods concluding
      on or prior to the Closing Date or related to the Agreement.

    


    
      
        
        

      

      
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    12.6 Assumed
      Liabilities.
      Purchaser shall pay all Assumed Liabilities in accordance with the terms of
      any
      such liability or obligation. All Payables that are Assumed Liabilities shall
      be
      paid by Purchaser no later than 90 days following the Closing Date except for
      any Payables disputed by the Purchaser or for which there is some other bona
      fide reason not to pay within 90 days.

    


    12.7 Accounts
      Receivable.
      In the
      event that Seller at any time receives any funds from any third party with
      respect to any Account Receivable or Unbilled Receivables, the Seller shall
      within three (3) days remit such funds to the Purchaser, unless such day falls
      on a Saturday, Sunday or holiday, then on the next business day.. In the event
      Purchaser receives any Uncollected Receivables or any other funds belonging
      to
      Seller and unrelated to the Purchased Assets, the Purchaser shall within three
      (3) days remit such funds to the Seller, unless such day falls on a Saturday,
      Sunday or holiday, then on the next business day. Purchaser agrees to use
      commercially reasonable efforts to collect all Accounts Receivables and Unbilled
      Receivables and to assist the Seller to collect any Uncollected Receivables.
      Notwithstanding the foregoing, Purchaser shall not be required to institute
      litigation to collect any such amounts.

    


    12.8 Financial
      Statements.
      Seller
      will provide to the Purchaser as soon as practicable a balance sheet of Seller
      for the Business at March 31, 2007 (excluding Dallas Branch and Sacramento
      Branch) and related statements of income and cash flows for the Business
      (excluding Dallas Branch and Sacramento Branch) for the three (3) month period
      then ended. The foregoing financial statements will be: (i) substantially in
      accordance with GAAP (subject to year end adjustments and excluding required
      notes); (ii) true and correct and fairly present the financial position of
      the
      Seller at the dates indicated and the results of operations and cash flows
      of
      the Seller for the periods then ended, and (iii) in accordance with the books
      of
      account and records of the Seller.

    


    12.9 License
      Agreement.
      Purchaser shall have the right for a period of six months following the Closing
      Date to use the name “Radian” in the conduct of the Business for purposes of
      transitioning Customers and the Business to Purchaser. Subject to the
      limitations contained herein, effective as of the Closing Date, Seller grants
      to
      Purchaser the non-exclusive and royalty free license to use the name “Radian”
for such period of time.

    


    12.10 Leased
      Vehicles.
      If the
      Purchaser within the 3 days following the Closing Date returns to the lessor
      any
      Vehicles that are leased and included in Leased Equipment and Machinery, then
      Seller shall be responsible for any charges related to any such leased Vehicles,
      including mileage charges, damage or any other amounts due to any such lessor
      of
      such leased Vehicles. The Purchaser, however, shall be responsible for any
      rental or lease charges for use of such leased Vehicles following the Closing
      Date until such Vehicle is returned.

    


    


    ARTICLE
      XIII

    


    TERMINATION

     

    13.1 Termination
      of Agreement
      . This
      Agreement may be terminated: 

    


    (i) by
      the
      mutual consent of Seller and Purchaser;

    


    (ii) by
      Seller
      or Purchaser if the Closing has not taken place on or before April 16, 2007;
      provided, however, that no Party then in breach of any of its obligations
      hereunder shall have the right to terminate;

    


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

       

    

    (iii) by
      Purchaser upon notice to Seller if any of the conditions set forth in Article
      X
      hereof become impossible to satisfy (other than by reason of the failure of
      Purchaser to fulfill its obligations under this Agreement); and

    


    (iv) by
      Seller
      upon notice to Purchaser if any of the conditions set forth in Article XI hereof
      became impossible to satisfy (other than by reason of the failure of Seller
      to
      fulfill its obligations under this Agreement).

    


    13.2 Return
      of Documents.
      If this
      Agreement is terminated for any reason pursuant to this Article XIII, each
      Party
      shall return to the other Party all documents and copies thereof which shall
      have been furnished to it by such other Party or, with the agreement of the
      other Party, shall destroy all such documents and copies thereof and certify
      in
      writing to the other Party any such destruction. The obligations of Purchaser
      under Section 9.1.1 hereof shall survive termination of this
      Agreement.

    


    13.3 Remedies.
      If this
      Agreement is terminated by Seller or Purchaser as permitted under Section 13.1
      and not as a result of a breach of a representation or warranty or the failure
      of any Party to perform its obligations hereunder, such termination shall be
      without liability of any Party. If a Party terminates this Agreement as a result
      of a breach of a representation or warranty by the other Party or the failure
      of
      the other Party to perform its obligations hereunder, the nonbreaching Party,
      in
      addition to any other legal remedies that may be available, shall be entitled
      to
      reimbursement from the breaching Party for all expenses incurred by the
      nonbreaching Party in connection with this Agreement and the transactions
      contemplated hereby.

    


    


    ARTICLE
      XIV

    


    SURVIVAL
      OF REPRESENTATIONS

    AND
      WARRANTEES; INDEMNIFICATION

    


    14.1 Survival.
      Except
      as otherwise expressly provided in this Agreement, all representations,
      warranties, covenants, agreements, undertakings and indemnities set forth in
      this Agreement shall survive the Closing Date. Any Party’s right to
      indemnification or other remedies based upon the representations and warranties,
      covenants, agreements and undertakings of the other Party will not be affected
      by any investigation, knowledge or waiver of any condition by such Party. Any
      investigation by such Party shall be for its own protection only and shall
      not
      affect or impair any right or remedy hereunder.

    


    14.2 Indemnification
      by Seller.
      “Seller
      General Liabilities”
shall
      mean all Losses resulting from, arising out of, or incurred by any of Purchaser
      or its Affiliates, or any of their respective successors or assigns or their
      respective directors, officers or employees (each a “Purchaser
      Indemnified Party”)
      in
      connection with (i) any breach of any of the representations or warranties
      made
      by Seller in this Agreement, (ii) any default by Seller in respect of
      performance of any of the covenants or agreements of Seller in this Agreement,
      (iii) any act performed, law violated, action entered into, or state of facts
      suffered to exist by the Seller before the Closing Date; (iv) the laws of any
      jurisdiction relating to sales of property in bulk, whether asserted prior
      to or
      subsequent to the Closing Date; (v) any liability or obligation with respect
      to
      Completed Jobs; (vi) any attempt (whether or not successful) by any Person
      to
      cause or require Purchaser to pay any liability of, or claim against, Seller
      of
      any kind in respect of the Seller’s operations, prior to the Closing Date, to
      the extent not specifically assumed by Purchaser under the terms of this
      Agreement; or (vii) any Losses related to or resulting from any claims or
      litigation for events occurring prior to the Closing Date, including those
      matters identified on Schedule
      6.17.
      Subject
      to the further provisions of this Article XIV, Seller covenants and agrees
      with
      Purchaser that Seller shall pay, and shall indemnify all Purchaser Indemnified
      Parties, and hold them harmless from, against and in respect of, any and all
      Seller General Liabilities. Purchaser shall have the right to offset any Seller
      General Liabilities against any payments due to Seller, including any Deferred
      Payment and against the Escrow Amount. In addition, nothing herein shall be
      deemed to limit or restrict in any manner any rights or remedies available
      at
      law, in equity or otherwise, against Seller based on a willful misrepresentation
      or willful breach of warranty by Seller hereunder.

    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

       

    

    14.3 Indemnification
      by Purchaser.
      “Purchaser
      General Liabilities”
shall
      mean all Losses resulting from, arising out of, or incurred by any of Seller
      or
      its Affiliates, or any of their respective successors or assigns or their
      respective directors, officers or employees (each a “Seller
      Indemnified Party”)
      in
      connection with (i) any breach of any of the representations or warranties
      made
      by Purchaser in this Agreement, (ii) any default by Purchaser in respect of
      performance of any of the covenants or agreements of Purchaser in this
      Agreement, (iii) any attempt (whether or not successful) by any Person to cause
      or require Seller to pay or discharge any Assumed Liability or any liability
      of,
      or claim against, Purchaser of any kind in respect of the Purchaser’s operations
      on or after the Closing Date, to the extent not specifically subject to an
      indemnity by Seller under the terms of this Agreement. Subject to the further
      provisions of this Article XIV, Purchaser covenants and agrees with Seller
      that
      Purchaser shall pay, and shall indemnify all Seller Indemnified Parties, and
      hold them harmless from, against and in respect of, any and all Purchaser
      General Liabilities.

    


    14.4 Procedures
      for Indemnification.

    


    14.4.1 Each
      Indemnified Party shall promptly give notice hereunder to the indemnifying
      Party
      after becoming aware of any claim as to which recovery may be sought against
      the
      indemnifying Party as a result of the indemnity in this Article XIV, and, if
      such indemnity shall arise from the claim of a third party, shall permit the
      indemnifying Party to assume the defense of any such claim and any litigation
      or
      other proceeding resulting from such claim; provided, that any Indemnified
      Party
      may, in any event, at its own expense, monitor and participate in, but not
      control, the defense of any such claim or litigation. Notwithstanding the
      foregoing, the right to indemnification hereunder shall not be affected by
      any
      failure of an Indemnified Party to give such notice (or by delay by an
      Indemnified Party in giving such notice) unless, and then only to the extent
      that, the rights and remedies of the indemnifying Party shall have been
      materially prejudiced as a result of the failure to give, or delay in giving,
      such notice. The notice required hereunder shall specify the basis for the
      claim
      for indemnification to the extent ascertainable at the time of the notice.
      Failure by an indemnifying Party to notify an Indemnified Party of its election
      to defend any such claim or action by a third party within thirty (30) days
      after notice thereof shall have been given to the indemnifying Party shall
      be
      deemed a waiver by the indemnifying Party of its right to defend such claim
      or
      action. Nothing herein shall be deemed to prevent an Indemnified Party from
      making a contingent claim for indemnification hereunder, provided the
      Indemnified Party has reasonable grounds to believe that the claim or demand
      for
      indemnification will be made and sets forth the estimated amount of such claim
      to the extent then ascertainable.

    


    14.4.2 The
      indemnifying Party shall not, in the defense of such claim or any litigation
      resulting therefrom, consent to entry of any judgment (other than a judgment
      of
      dismissal on the merits without costs) or enter into any settlement, except
      with
      the written consent, which consent shall not be unreasonably withheld, of the
      Indemnified Party, which does not include as an unconditional term thereof
      the
      giving by the claimant or the plaintiff to the Indemnified Party of a release
      from all liability in respect of such claim or litigation.

    


    14.4.3 If
      the
      indemnifying Party shall not assume the defense of any such claim by a third
      party, or litigation resulting therefrom, after receipt of notice from the
      Indemnified Party, the Indemnified Party may defend against such claim or
      litigation in such manner as it deems appropriate.

    


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

       

    

    14.4.4 If
      an
      indemnifying Party shall not, within thirty (30) days after its receipt of
      the
      notice required by Section 14.4.1 hereof, advise the Indemnified Party that
      the
      indemnifying Party denies the right of the Indemnified Party to indemnity in
      respect of the claim, then the amount of such claim shall be deemed to be
      finally determined between the Parties hereto. If the indemnifying Party shall
      notify the Indemnified Party that it disputes any claim made by the Indemnified
      Party, then the Parties hereto shall endeavor to settle and compromise such
      claim, and if unable to agree on any settlement or compromise, such claim for
      indemnification shall be settled by appropriate litigation, and any liability
      established by reason of such settlement, compromise or litigation shall be
      deemed to be finally determined. Any claim that is finally determined in the
      manner set forth above shall be paid promptly by the indemnifying Party in
      cash.

    


    14.5 Payment
      of Indemnification Obligations.
      Each
      Party shall pay promptly to any Indemnified Party the amount of all damages,
      losses, deficiencies, liabilities, costs, expenses, claims and other obligations
      to which the foregoing indemnity relates.

    


    14.6 Interest
      on Unpaid Obligations.
      If all
      or part of any indemnification obligation under this Agreement is not paid
      when
      due, the indemnifying Party shall pay the Indemnified Party interest on the
      unpaid amount of such obligation for each day from the date the amount became
      due until it is paid in full, payable on demand, at the rate equal to the lower
      of (i) the maximum rate permitted by law or (ii) two percent (2%) per annum
      plus
      the “Prime Rate” as published from time to time in The
      Wall Street Journal.

    


    14.7 Other
      Remedies.
      The
      indemnification rights of any Indemnifying Party under this Article XIV are
      independent of and in addition to such rights and remedies as such Indemnified
      Party may have at law, in equity or otherwise for any misrepresentation, breach
      of warranty or failure to fulfill any covenant or agreement under or in
      connection with this Agreement on the part of any Party, none of which rights
      or
      remedies shall be affected or diminished hereby.

    


    


    ARTICLE
      XV

    


    GENERAL

     

    15.1 Expenses.
      Except
      as otherwise provided in this Agreement, and whether or not the transactions
      herein contemplated shall be consummated, Purchaser and Seller shall pay their
      own fees, expenses and disbursements, including the fees and expenses of their
      respective counsel, accountants and other experts, in connection with the
      subject matter of this Agreement and all other costs and expenses incurred
      in
      performing and complying with all conditions to be performed under this
      Agreement. The Purchaser and Seller shall each be responsible for 1⁄2 of the fee
      to be paid to PricewaterhouseCoopers to prepare the audited financial statements
      for the Business described in Section 6.5.

    


    15.2 Publicity.
      Except
      as otherwise provided in this Section 15.2, all notices to third parties and
      all
      other publicity concerning the transactions contemplated by this Agreement
      shall
      be jointly planned and coordinated by and between Purchaser and Seller. Except
      as may be required by law or as required by any SEC rules or regulations,
      including any disclosures made or required to be made on Form 8-K, no Party
      shall act unilaterally in this regard without the prior written approval of
      the
      other Party, such approval not to be unreasonably withheld.

    


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

       

    

    15.3 Waivers.
      The
      waiver by either Party hereto of a breach of any provision of this Agreement
      shall not operate or be construed as a waiver of any subsequent
      breach.

    


    15.4 Binding
      Effect; Benefits.
      This
      Agreement shall inure to the benefit of the Parties hereto, and shall be binding
      upon the Parties hereto and their respective successors and assigns. Nothing
      in
      this Agreement, express or implied, is intended to confer on any Person other
      than the Parties hereto, or their respective successors and assigns, any rights,
      remedies. obligations or liabilities under or by reason of this
      Agreement.

    


    15.5 Notices.
      All
      notices, requests, demands, elections and other communications which either
      Party to this Agreement may desire or be required to give hereunder shall be
      in
      writing and shall be deemed to have been duly given if delivered personally,
      by
      a reputable courier service which requires a signature upon delivery, by mailing
      the same by registered or certified first class mail, postage prepaid, return
      receipt requested, or by telecopying with receipt confirmation to the Party
      to
      whom the same is so given or made. Such notice, request, demand, waiver,
      election or other communication will be deemed to have been given as of the
      date
      so delivered or electronically transmitted or five days after mailing
      thereof.

    


    If
      to
      Seller, to:

    


    Radian
      Communication Services, Inc.

    461
      Cornwall Rd., P.O. Box 880

    Oakville,
      Ontario L6J 5C5

    Fax:
      905-339-4004

    Attention:
      Kevin Watson, CFO

    


    With
      a
      copy to:

    


    Vincent
      F. O'Flaherty

    Spradley
      & Riesmeyer, P.C.

    4700
      Belleview Ave., Suite 210

    Kansas
      City, MO 64112

    Fax:
      816-502-7898

    


    If
      to
      Purchaser, to:

    


    BCI
      Communications, Inc.

    97
      Linden
      Ave.

    Elmwood
      Park, NJ 07407

    Fax:
      201-794-8974

    Attention:
      Nick Day, General Counsel

    


    With
      a
      copy to:

    


    Philip
      W.
      Fisher, Esquire

    Reger
      Rizzo Kavulich & Darnall LLP

    Cira
      Center, 13th
      Floor

    2929
      Arch
      Street

    Philadelphia,
      PA 19104

    Fax:
      215-495-6600

    


    or
      to
      such other address as such Party shall have specified by notice to the other
      Party hereto.

    


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

       

    

    15.6 Entire
      Agreement.
      This
      Agreement (including the Exhibits and Schedules hereto) and the documents
      delivered pursuant hereto constitute the entire agreement and understanding
      between the Parties hereto as to the matters set forth herein and supersede
      and
      revoke all prior agreements and understandings, oral and written, between the
      Parties hereto or otherwise with respect to the subject matter hereof. No
      change, amendment, termination or attempted waiver of any of the provisions
      hereof shall be binding upon any Party unless set forth in an instrument in
      writing signed by both Parties.

    


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

    


    15.8 Headings.
      The
      article, section and other headings contained in this Agreement are for
      reference purposes only and shall not be deemed to be a part of this Agreement
      or to affect the meaning or interpretation of this Agreement.

    


    15.9 Construction.
      Within
      this Agreement, the singular shall include the plural and the plural; shall
      include the singular, and any gender shall include all other genders, all as
      the
      meaning and the context of this Agreement shall require. All amounts, payments
      and schedules shall be in currency of the United States of America.

    


    15.10 Governing
      Law and Choice of Forum.
      The
      validity and interpretation of this Agreement shall be construed in accordance
      with, and governed by the internal laws of the State of Delaware. All claims,
      disputes or causes of action (with the exception of those to be determined
      in
      accordance with Section 3.4) relating to or arising out of this Agreement shall
      be brought, heard and resolved solely and exclusively by and in a federal or
      state court situated in Wilmington, Delaware. Each of the parties hereto agrees
      to submit to the jurisdiction of such courts for all purposes of this
      Agreement.

    


    15.11 Cooperation.
      The
      Parties hereto shall cooperate fully at their own expense, except as otherwise
      provided in this Agreement, with each other and their respective counsel and
      accountants in connection with all steps to be taken as part of their
      obligations under this Agreement.

    


    15.12 Severability.
      If any
      term, covenant, condition or provision of this Agreement or the application
      thereof to any circumstance shall be invalid or unenforceable to any extent,
      the
      remaining terms, covenants, conditions and provisions of this Agreement shall
      not be affected thereby and each remaining term, covenant, condition and
      provision of this Agreement shall be valid and shall be enforceable to the
      fullest extent permitted by law. If any provision of this Agreement is so broad
      as to be unenforceable, such provision shall be interpreted to be only as broad
      as is enforceable.

    


    15.13 Attorneys’
      Fees.
      If a
      dispute arises among the Parties as a result of which an action is commenced
      to
      interpret or enforce any of the terms of this Agreement, the losing Party shall
      pay to the prevailing Party reasonable out-of-pocket attorneys’ fees, costs and
      expenses incurred in connection with the prosecution or defense of such
      action.

    


    15.14 Successors
      and Assigns.
      The
      covenants, agreements and conditions contained herein or granted hereby shall
      be
      binding upon and shall inure to the benefit of Purchaser and Seller, and each
      of
      their respective successors and permitted assigns. Neither Seller nor Purchaser
      shall assign, or otherwise transfer any interest in this Agreement to any other
      Person except for a Person, which is an Affiliate of Purchaser or a purchaser
      of
      the Purchased Assets from Purchaser.

    


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

       

    

    15.15 Risk
      of Loss.
      The
      parties hereto agree that the risk of loss as to the Purchased Assets of Seller
      and the Business remains with Seller prior to the Closing Date.

    


    [Signature
      Page to Follow]

    
       

      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    


    [Signature
      Page to Asset Purchase Agreement]

    


    


    IN
      WITNESS WHEREOF, the Parties have caused this Agreement to be signed in their
      respective names by an officer thereof duly authorized as of the date first
      above written.

    

      	 	
              RADIAN
                COMMUNICATION SERVICES, INC.

              


              


              By:
                /s/
                Jack
                Pulkinen                                           
                

              Name:
                Jack Pulkinen

              Title:
                Chief Executive Officer

              


              


              


              BCI
                COMMUNICATIONS, INC.

              


              


              By:
                /s/
                Rich
                Berliner                                               
                

              Name:
                Rich Berliner

              Title:
                President and CEO

            


    

    


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    List
      of Exhibits

    


    
      	
              Exhibit
                A

            	
              Bill
                of Sale, Assignment and Assumption Agreement

            
	
              Exhibit
                B

            	
              Assignment
                and Assumption of Lease

            
	
              Exhibit
                C

            	
              Transition
                Services Agreement

            
	
              Exhibit
                D

            	
              Escrow
                Agreement

            
	
              Exhibit
                E

            	
              Subcontract
                Agreement

            


    

    


    List
      of Schedules

    


    
      	
              Schedule
                1.7

            	
              Assigned
                Contracts

            
	
              Schedule
                1.46

            	
              Leased
                Equipment and Machinery

            
	
              Schedule
                1.52

            	
              Owned
                Equipment and Machinery

            
	
              Schedule
                1.56

            	
              Permitted
                Encumbrances

            
	
              Schedule
                1.86

            	
              Vehicles

            
	
              Schedule
                2.2

            	
              List
                of Excluded Assets

            
	
              Schedule
                6.1

            	
              Jurisdictions
                in which Seller is qualified

            
	
              Schedule
                6.3

            	
              No
                Violation/Consents

            
	
              Schedule
                6.4

            	
              Consents
                and Approvals

            
	
              Schedule
                6.5

            	
              Financial
                Statements

            
	
              Schedule
                6.6

            	
              Certain
                Changes or Events

            
	
              Schedule
                6.7

            	
              Undisclosed
                Liabilities

            
	
              Schedule
                6.9

            	
              Inventory

            
	
              Schedule
                6.10

            	
              Real
                Property Leases

            
	
              Schedule
                6.11

            	
              Owned
                and Leased Equipment and Machinery

            
	
              Schedule
                6.12

            	
              Intellectual
                Property

            
	
              Schedule
                6.13

            	
              Contracts
                and Commitments

            
	
              Schedule
                6.15

            	
              Licenses
                and Permits

            
	
              Schedule
                6.16

            	
              Compliance
                with Law

            
	
              Schedule
                6.17

            	
              Legal
                Proceedings/Claims

            
	
              Schedule
                6.19

            	
              Employees

            
	
              Schedule
                6.20

            	
              Labor
                Disputes

            
	
              Schedule
                6.22

            	
              Employee
                Plans

            
	
              Schedule
                6.24

            	
              Customers

            
	
              Schedule
                6.25

            	
              Insurance
                

            
	
              Schedule
                6.27

            	
              Transactions
                with Affiliates

            
	
              Schedule
                6.28

            	
              Environmental
                Matters

            
	
              Schedule
                12.2

            	
              Canadian
                Nationals

            


    

    


    
      
        
        

      

      
        41