Membership Interest Purchase Agreement


    
      

    

    EXHIBIT
      10.1

    

      


       

      MEMBERSHIP
        INTEREST PURCHASE AGREEMENT

       

      by
        and among

       

      WEST
        CO LLC,
        

      the
        Buyer

      


      


      


      C&D
        IT LLC, EFG KIRKWOOD LLC AND EFG PALISADES LLC,

      collectively,
        the Companies

      


      


      


      and

      


      AFG
        INVESTMENT TRUST C LIQUIDATING TRUST

      and

      AFG
        INVESTMENT TRUST D LIQUIDATING TRUST,

      together,
        the Sellers

      


      


      


      


      


      


      July 24,
        2006

      



      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
             

          

        

      



      TABLE
        OF CONTENTS

       

      PAGE

       

      
        	 ARTICLE
                1 DEFINITIONS AND
                RULES OF CONSTRUCTION 	 1


      

       

      
        	 	 1.1.	 Definitions	 1
	 	 1.2.	 Certain
                Interpretive Matters	 6
	 	 1.3. 	 Acknowledgment
                Regarding Negotiation and Preparation of Agreement	 7


      

       

      
        	 ARTICLE
                2 PURCHASE AND SALE OF THE
                INTERESTS 	 7


      

       

      
        	 	 2.1.	 Purchase
                and Sale of the Interests	 7
	 	 2.2.	 Purchase
                Price; Payment; Deposit and Delivery into Escrow	 7
	 	 2.3.	 Additional
                Consideration for Sellers	 8


      

       

      
        	 ARTICLE
                3 THE
                CLOSING 	 8


      

       

      
        	 	 3.1.	 Closing
                and Closing Date	 8
	 	 3.2.	 Documents
                and Items to Be Delivered to the Buyer by the Sellers	 8
	 	 3.3.	 Documents
                and Items to Be Delivered to the Sellers by the Buyer	 9


      

       

      
        	  ARTICLE
                4 REPRESENTATIONS
                AND WARRANTIES OF THE SELLERS 	 10


      

       

      
        	 	 4.1.	 Issuance
                of the Interests; Sellers’ Title to the Interests	 10
	 	 4.2.	 No
                Conflict	 10
	 	 4.3.	 Enforceability	 10
	 	 4.4.	 Brokers	 10
	 	 4.5.	 Litigation	 11
	 	 4.6.	 Consequential
                Damages and Lost Profits	 11


      

       

      
        	  ARTICLE
                5 REPRESENTATIONS
                AND WARRANTIES OF THE BUYER 	 11


      

       

      
        	 	 5.1.	 Organization	 11
	 	 5.2.	 Authority
                of the Buyer	 11
	 	 5.3.	 Enforceability	 11
	 	 5.4.	 No
                Violation or Conflict; Consents	 11
	 	 5.5.	 Brokers	 12
	 	 5.6.	 Investment
                Intent	 12
	 	 5.7.	 Litigation	 12
	 	 5.8.	 Consequential
                Damages and Lost Profits; Buyer Due Diligence	 12


      

       

      
        	  ARTICLE
                6 COVENANTS
                OF THE PARTIES 	 13


      

       

      
        	 	 6.1.	 Conduct
                of Business of the Companies	 13
	 	 6.2.	 Notification
                of Certain Matters	 13


      

       

      
        	 ARTICLE
                7 CONDITIONS
                TO CLOSING 	 13


      

       

      
        	 	 7.1.	 Conditions
                to Obligations of the Sellers	 13
	 	 7.2.	 Conditions
                to Obligations of the Buyer	 14


      

       

      
        	  ARTICLE
                8 TERMINATION 	 14


      

       

      
        	 	 8.1.	 Termination	 14
	 	 8.2.	 Effect
                of Termination	 15


      

       

       

       

       

      
        
          
          

        

        
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        	  ARTICLE
                9  INDEMNIFICATION 	 16


      

       

       

      
        	 	 9.1.	 Survival	 16
	 	 9.2.	 Terms
                of Indemnification	 17
	 	 9.3.	 Procedures
                with Respect to Third-Party Claims	 17
	 	 9.4.	 Indemnification
                Cap and Threshold	 18
	 	 9.5.	 Additional
                Indemnification Provisions	 18
	 	 9.6.	 Exclusive
                Remedy	 19


      

       

      
        	  ARTICLE
                10 GENERAL
                PROVISIONS 	 19


      

       

      
        	 	 10.1.	 Parties
                in Interest; Successors and Assigns; No Third Party Rights	 19
	 	 10.2.	 Assignment	 19
	 	 10.3.	 Notices	 20
	 	 10.4.	 Entire
                Agreement	 20
	 	 10.5.	 Counterparts
                and Facsimile Signature	 20
	 	 10.6.	 Severability	 20
	 	 10.7.	 Amendment	 20
	 	 10.8.	 Waiver	 20
	 	 10.9.	 Further
                Assurances	 21
	 	 10.10.	 Legal
                Counsel	 21
	 	 10.11.	 Expenses	 21
	 	 10.12.	 Governing
                Law	 21


      

       

       

      Exhibits

      


      A 
        -
        Interests

      B 
        - Escrow
        Agreement

      C-1
        -
        Assignment Instructions (AFG Investment Trust C Liquidating Trust)

      C-2
        -
        Assignment Instructions (AFG Investment Trust D Liquidating Trust)

      


      



      
        
          
             

          

          
          

        

        
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      MEMBERSHIP
        INTEREST PURCHASE AGREEMENT

       

      THIS
        MEMBERSHIP INTEREST PURCHASE AGREEMENT
        (this
“Agreement”)
        is made
        and entered into as of July 24, 2006, by and among West Co LLC, a Florida
        limited liability company (the “Buyer”),
        C&D IT LLC, a Delaware limited liability company (“C&D”),
        EFG
        Kirkwood LLC, a Delaware limited liability company (“Kirkwood”)
        and
        EFG Palisades LLC, a Delaware limited liability company (“Palisades”)
        (C&D, Kirkwood and Palisades, each a “Company”
and
        together, the “Companies),
        and
        Wilmington Trust Company, not in its individual capacity but solely as
        Liquidating Trustee of each of AFG Investment Trust C Liquidating Trust and
        AFG
        Investment Trust D, each a Delaware liquidating trust (each a “Seller”
and
        together, the “Sellers”).

       

      RECITALS

       

      WHEREAS,
        the
        Sellers are the owners of all of the outstanding units of interest of the
        Companies set forth on Exhibit A
        hereto
        (collectively, the “Interests”);
        and

       

      WHEREAS,
        the
        Buyer
        desires to purchase the Interests from the Sellers, and the Sellers desire
        to
        sell the Interests to the Buyer, all upon the terms and conditions set forth
        in
        this Agreement; 

       

      NOW,
        THEREFORE,
        in
        consideration of the premises, the mutual covenants, agreements, representations
        and warranties contained in this Agreement, and other good and valuable
        consideration, the receipt and legal sufficiency of which are hereby
        acknowledged, the parties hereto, intending to be legally bound, hereby agree
        as
        follows:

       

      ARTICLE
        1

       

      DEFINITIONS
        AND RULES OF CONSTRUCTION

       

      1.1. Definitions.
        As
        used
        in this Agreement, the following terms have the meanings set forth
        below:

       

      “Additional
        Consideration” has
        the
        meaning set forth in Section 2.3.

       

      “Affiliate(s)” means
        with respect to any Person, any other Person directly or indirectly controlling,
        controlled by or under common control with the first Person on or after the
        date
        of this Agreement. For the purposes of this definition, “control,”
when
        used with respect to any Person, means the possession, directly or indirectly,
        of the power to (i) vote 25% or more of the voting securities of such Person
        or
        (ii) direct or cause the direction of the management and policies of such
        Person, whether through the ownership of voting securities, by contract or
        otherwise, and the terms “controlling”
        and
“controlled”
        have
        meanings correlative to the foregoing. 

       

      “Agreement”
        has the
        meaning set forth in the introduction to this Agreement.

       

      
        
          
          

        

        
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      “Assignment
        Instructions”
        means
        those certain Assignment Instructions in the form of Exhibit C
        hereto.

       

      “Breach”
        means
        (a) any inaccuracy in, or breach or violation of, or default under, or
        failure to perform or comply with, any representation or warranty of this
        Agreement or any of the other Transaction Documents; or (b) any claim (by
        any Person) or other occurrence or circumstance that is or was inconsistent
        with
        any such representation or warranty.

       

      “Buyer”
        has
        the meaning
        set forth in the introduction to this Agreement.

       

      “Buyer
        Party”
        means
        (a) prior to the Closing, the Buyer, its Affiliates and its stockholders,
        directors, officers, employees, agents, advisors and other representatives,
        including legal counsel, accountants and financial advisors; and (b) from
        and after Closing, the Buyer and its Affiliates, the Companies and their
        Affiliates and their respective stockholders, directors, officers, employees,
        agents, advisors and other representatives, including legal counsel, accountants
        and financial advisors.

       

      “Closing”
        has
        the
        meaning set forth in Section 3.1.

       

      “Closing
        Date” has
        the
        meaning set forth in Section 2.3.

       

      “Code”
        means
        the Internal Revenue Code of 1986, as amended, and rules and regulations
        promulgated pursuant thereto.

       

      “Company”
        has the
        meaning set forth in the introduction to this Agreement.

       

      “Consent”
        means
        any consent, approval, license, ratification, waiver, novation, award or
        other
        authorization, including any Permit.

       

      “Contract”
        means
        any agreement, contract, instrument, obligation, commitment, covenant,
        understanding, promise, promissory note, bond, indenture, insurance policy,
        deed, lease, license, franchise, invoice, quotation, purchase order, sales
        order
        or other obligation, undertaking or arrangement (whether written or oral
        and
        whether express or implied) that is legally binding.

       

      “Damages”
        means
        any and all losses, charges, claims, damages, liabilities, obligations,
        judgments, settlements, taxes, fines, penalties, awards, demands, offsets,
        costs, deficiencies and expenses including reasonable attorney and expert
        fees,
        whether absolute, accrued, conditional or otherwise and whether or not resulting
        from third-party claims and including all amounts paid in investigation,
        defense
        or settlement of the foregoing.

       

      “Deposit”
        has
        the
        meaning set forth in
        Section 2.2(c).

       

      “Escrow
        Agent”
        means
        Wilmington Trust Company.

       

      “Escrow
        Agreement” means
        that certain Escrow Agreement by and among the Buyer, the Sellers, the Companies
        and the Escrow Agent in the form attached as Exhibit B
        hereto.

       

      
        
          
          

        

        
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      “GAAP” means
        United States generally accepted accounting principles, consistently
        applied.

       

      “Governmental
        Authority”
        means:
        (a) any nation, state, county, city, town, municipality, village, district,
        territory or other jurisdiction of any nature; (b) any federal, state,
        municipal or local governmental or quasi-governmental entity or authority
        of any
        nature; (c) any court or tribunal exercising or entitled to exercise
        judicial authority or power of any nature; (d) any multinational
        organization or body; and (e) any department or subdivision of any of the
        foregoing, including any commission, branch, board, bureau, agency, official
        or
        other instrumentality exercising or entitled to exercise any administrative,
        executive, judicial, legislative, police, regulatory or taxing authority
        or
        power of any nature.

       

      “Indebtedness”
        means
        with respect to the Company, at any date, without duplication: (a) all
        obligations of the Company for borrowed money, whether current, short-term
        or
        long-term, secured or unsecured, including all principal, interest, premiums,
        fees, expenses, overdrafts and pre-payment and other penalties with respect
        thereto; (b) all obligations of the Company evidenced by bonds, debentures,
        notes or other similar instruments; (c) all obligations of the Company to
        pay the deferred purchase price of property or services, except trade payables
        incurred in the Ordinary Course of Business; (d) all obligations of the
        Company to reimburse any bank or other Person in respect of amounts paid
        under a
        letter of credit, banker’s acceptance or similar instrument; (e) all
        capital lease obligations; (f) any Liability of the Company with respect to
        interest rate swaps, collars, caps and similar hedging obligations; and
        (g) all Indebtedness of any other Person of the type referred to in clauses
        (a) through (f) above directly or indirectly guaranteed by the Company
        or secured by any assets of the Company. For purposes of this definition,
        “capital
        lease obligations”
means
        the obligations of the Company that are required to be classified and accounted
        for as capital lease obligations under GAAP, and the amount of such obligations
        at any date shall be the capitalized amount of such obligations at such date
        determined in accordance with GAAP together with all obligations to make
        termination payments under such capital lease obligations.

       

      “Indemnification
        Cap”
        has the
        meaning set forth in Section 9.4(a).

       

      “Indemnification
        Threshold”
        has the
        meaning set forth in Section 9.4(b).

       

      “Indemnified
        Party”
        has the
        meaning set forth in Section
        9.3.

       

      “Indemnifying
        Party”
        has the
        meaning set forth in Section
        9.3.

       

      “Interests”
        has the
        meaning set forth in the Recitals to this Agreement.

       

      “Law” means
        (a) any constitution, statute, code, ordinance, regulation, treaty, rule,
        common law, policy, interpretation or guidance document enacted, published
        or
        promulgated by any Governmental Authority; and (b) with respect to a
        particular Person, the terms of any Order binding upon such Person or its
        assets
        or properties.

       

      “Liability”
        means
        any liability, Indebtedness or other obligation, whether known or unknown,
        asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated
        or unliquidated.

       

      
        
          
          

        

        
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      “Lien”
        means
        any charge, claim, mortgage, lease, sublease, occupancy agreement or similar
        Contract, tenancy, right-of-way, easement, collateral assignment, restrictive
        covenant, encroachment, burden, condition, Order, community property interest,
        equitable interest, security interest, lien (statutory or otherwise), pledge,
        hypothecation, option, right of first refusal or other restriction, limitation,
        exception or encumbrance of any kind, including any restriction on use, voting,
        transfer, receipt of income or exercise of any other attribute of
        ownership.

       

      “Material
        Adverse Effect” means
        a
        material adverse effect on the business, operations, condition (financial
        or
        otherwise), results of operations, rights, assets (including intangible assets)
        or liabilities of the Company or a material adverse effect on the ability
        of the
        Company or the Sellers to consummate and perform in a timely manner the
        transaction contemplated by this Agreement.

       

      “Material
        Adverse Event”
        means
        any one or more events, changes, circumstances, conditions, violations or
        developments (whether or not arising in the Ordinary Course of Business),
        which
        has had or have had or could reasonably be expected to have, individually
        or in
        the aggregate, a Material Adverse Effect.

       

      “Order”
        means
        any order, injunction (whether temporary, preliminary or permanent), ruling,
        decree (including any consent decree), writ, subpoena, verdict, charge,
        assessment, Consent or other decision entered, issued, made or rendered by
        any
        court or other Governmental Authority or by any arbitrator.

       

      “Ordinary
        Course of Business”
        means,
        with respect to a particular Person, an action taken by, or the conduct of,
        such
        Person that is: 

       

      (a) consistent
        with the past practices of such Person in timing, frequency, amount and
        otherwise and taken in the ordinary course of the normal day-to-day operations
        of such Person; 

       

      (b) not
        required to be authorized by the board of directors of such Person (or by
        any
        Person or group of Persons exercising similar authority); and

       

      (c) similar
        in nature and magnitude to actions customarily taken by, or the conduct of,
        such
        Person, without any authorization by the board of directors (or by any Person
        or
        group of Persons exercising similar authority), in the ordinary course of
        the
        normal day-to-day operations of other Persons that are in the same line of
        business as such Person.

       

      “Organizational
        Documents”
        means,
        with respect to a particular Person, (a) if such Person is a corporation,
        its certificate or articles of incorporation, organization or formation and
        its
        by-laws; (b) if such Person is a general partnership, its partnership
        agreement and any statement of partnership; (c) if such Person is a limited
        partnership, its certificate of limited partnership and its limited partnership
        agreement; (d) if such Person is a limited liability company, its
        certificate or articles of formation or organization and limited liability
        company or operating agreement; (e) any other charter or similar document
        adopted or filed in connection with the creation, formation or organization
        of
        such Person; and (f) any amendment to any of the foregoing. 

       

      
        
          
          

        

        
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      “Permit”
        means
        any permit, license, Consent, exemption, variance, registration, security
        clearance or other authorization issued or granted by any Governmental
        Authority.

       

      “Permitted
        Liens”
        means
        any: (a) Liens for current Taxes not yet due (other than Taxes arising out
        of the transactions contemplated by this Agreement); (b) Liens of carriers,
        laborers, materialmen, mechanics, repairmen or warehousemen, and other similar
        Liens imposed by Law and arising in the Ordinary Course of Business for
        Liabilities not yet due; and (c)  Liens of record or other minor defects of
        title that do not and could not interfere with the use of such real property
        or
        materially diminish the value thereof.

       

      “Person”
        means
        any individual, firm, company, general partnership, limited partnership,
        limited
        liability partnership, joint venture, association, corporation, limited
        liability company, trust, business trust, estate, Governmental Authority
        or
        other entity.

       

      “Proceeding”
        means
        any action, claim, complaint, charge, arbitration, audit, hearing,
        investigation, inquiry, suit, litigation or other proceeding (whether civil,
        criminal, administrative, investigative or informal) commenced, brought,
        conducted or heard by or before, or otherwise involving, any Governmental
        Authority or arbitrator.

       

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

       

      “Securities
        Act”
        means
        the Securities Act of 1933, as amended, and the rules and regulations
        promulgated pursuant thereto.

       

      “Seller
        Party”
        means
        (a) prior to Closing, the Sellers and the Companies, and (b) from and
        after Closing, the Sellers.

       

      “Seller”
        or “Sellers”
        has
        the
        meaning set forth in the introduction to this Agreement.

       

      “Seller’s
        Counsel”
        means
        Putney, Twombly, Hall & Hirson LLP.

       

      “Tax” or
        “Taxes”
        means,
        however denominated, all federal, state, local, territorial, foreign and
        other
        taxes, levies, fees, deficiencies, imposts, assessments, impositions or other
        government charges of whatever nature, including all net income, gross income,
        estimated income, gross receipts, business, occupation, franchise, real
        property, payroll, personal property, sales, transfer, stamp, use, employment,
        social security, unemployment, worker’s compensation, commercial rent,
        withholding, occupancy, premium, gross receipts, profits, windfall profits,
        deemed profits, recapture, license, lease, severance, capital, production,
        corporation, ad
        valorem,
        excise,
        custom, duty, escheat, built in gain pursuant to Code Section 1374
        or
        similar tax, including any interest, fines, penalties and additions (to the
        extent applicable) thereon or thereto, whether disputed or not, and any
        obligations with respect to such amounts arising as a result of being a member
        of an affiliated, consolidated, combined or unitary group for any period
        or
        under any Contract with any other Person, and including any Liability for
        taxes
        of a predecessor.

       

      “Transaction
        Documents”
        means
        this Agreement and all other agreements, certificates, instruments and other
        documents being delivered pursuant to this Agreement or pursuant to such
        other
        agreements, certificates, instruments and other documents.

       

      
        
          
          

        

        
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      1.2. Certain
        Interpretive Matters.

       

      (a) General
        Rules of Construction. In
        this
        Agreement, unless the context otherwise requires:

       

      (i) words
        of
        the masculine or neuter gender shall include the masculine and/or feminine
        gender, and words in the singular number or in the plural number shall each
        include the singular number or the plural number;

       

      (ii) reference
        to any Person includes such Person’s successors and assigns but, if applicable,
        only if such successors and assigns are permitted by this Agreement, and
        reference to a Person in a particular capacity excludes such Person in any
        other
        capacity;

       

      (iii) reference
        to any agreement (including this Agreement) or other Contract or any document
        means such agreement, Contract or document as amended or modified and in
        effect
        from time to time in accordance with the terms thereof and, if applicable,
        the
        terms hereof;

       

      (iv) any
        accounting term used and not otherwise defined in this Agreement or any other
        Transaction Document has the meaning assigned to such term in accordance
        with
        GAAP;

       

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

       

      (vi) relative
        to the determination of any period of time, “from”
means
        “from
        and including,”
        “to”
means
        “to
        but excluding”
and
        “through”
means
        “through
        and including;”

       

      (vii) “hereto”,
        “herein”,
        “hereof”,
        “hereinafter”
and
        similar expressions refer to this Agreement in its entirety, and not to any
        particular Article, Section, paragraph or other part of this
        Agreement;

       

      (viii) reference
        to any “Article”
or
        “Section”
means
        the corresponding Article(s) or Section(s) of this Agreement;

       

      (ix) the
        descriptive headings of Articles, Sections, paragraphs and other parts of
        this
        Agreement are included for convenience of reference only and shall not affect
        in
        any way the meaning or interpretation of this Agreement or any of the terms
        or
        provisions hereof;

       

      (x) references
        to dollars or “$” in this Agreement shall mean United States
        Dollars;

       

      
        
          
          

        

        
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      (xi) reference
        to any Law or Order, means (A) such Law or Order as amended, modified,
        codified, supplemented or reenacted, in whole or in part, and in effect from
        time to time; and (B) any comparable successor Laws or Orders;
        and

       

      (xii) any
        Contract, instrument, insurance policy, certificate or other document defined
        or
        referred to in this Agreement or in any other Transaction Document means
        such
        Contract, instrument, insurance policy, certificate or other document as
        from
        time to time amended, modified or supplemented, including (in the case of
        Contracts or instruments) by waiver or Consent and all attachments thereto
        and
        instruments and other documents incorporated therein. 

       

      1.3 Acknowledgment
        Regarding Negotiation and Preparation of Agreement.
        The
        parties hereto further acknowledge and agree that: (i) this Agreement is
        the result of negotiations between the parties hereto and shall not be deemed
        or
        construed as having been drafted by any one party, (ii) each of the parties
        hereto and its counsel have reviewed and negotiated the terms and provisions
        of
        this Agreement (including any exhibits and schedules attached hereto) and
        have
        contributed to its preparation, (iii) the rule of construction to the
        effect that any ambiguities are resolved against the drafting party shall
        not be
        employed in the interpretation of this Agreement, and (iv) the terms and
        provisions of this Agreement shall be construed fairly as to all parties
        hereto
        and not in favor of or against any party, regardless of which party was
        generally responsible for the preparation of this Agreement. The parties
        hereto
        recognize that Wilmington Trust Company will be acting as Escrow Agent with
        respect to the transactions contemplated hereby, and as ]the Liquidating
        Trustee
        of each of the Sellers. Each of the parties hereto recognizes that acting
        in
        both capacities creates a potential conflict of interest with respect to
        Wilmington Trust Company, and each party hereto hereby waives any and all
        such
        conflicts of interest.

       

      ARTICLE
        2

       

      PURCHASE
        AND SALE OF THE INTERESTS

       

      2.1. Purchase
        and Sale of the Interests.
        Upon
        and
        subject to the terms and provisions of this Agreement, at the Closing, the
        Buyer
        will purchase and accept delivery of the Interests from the Sellers, and
        the
        Sellers shall sell, assign, transfer and deliver all of the Interests to
        the
        Buyer free and clear of all Liens.

       

      2.2. Purchase
        Price; Payment; Deposit and Delivery into Escrow.

       

      (a) Purchase
        Price; Allocation.
        The
        total purchase price for the Interests will be Five Million Four Hundred
        Ten
        Thousand Dollars ($5,410,000) (the “Purchase
        Price”)
        and
        shall be allocated to the Interests in accordance with Exhibit A.

       

      (b) Payment.
        The
        Purchase Price shall be paid at the Closing in accordance with the Escrow
        Agreement.

       

      (c) Delivery
        of Deposit into Escrow.
        On the
        date hereof, the Buyer shall deposit with the Escrow Agent in immediately
        available funds by wire transfer One Hundred Thousand Dollars ($100,000.00)
        as a
        deposit (the “Deposit”),
        which
        shall be offset against the Purchase Price at Closing; however; the Deposit
        shall not be considered part of the Purchase Price as the Deposit shall be
        non-refundable except as expressly set forth in Section
        8.2(b).

       

      
        
          
          

        

        
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      2.3. Additional
        Consideration for Sellers.
        In the
        event that, within the eighteen month period following the Closing commencing
        on
        the date of the Closing (the “Closing
        Date”),
        either of the Sellers provides written notice to the Buyer that BMIF/BSLF
        II
        Rancho Malibu Limited Partnership (the “Partnership”) has received a grading
        permit from the appropriate regulatory agencies relating to the Land (as
        defined
        in the Partnership’s Amended and Restated Limited Partnership Agreement, as
        amended), then the Buyer shall promptly, but in no event later than three
        (3)
        business days after such notice, pay an additional $300,000 to the Sellers,
        allocated in accordance with each Sellers’ interest in C&D IT LLC as set
        forth on Exhibit A (such amount, the “Additional
        Consideration”).

       

      


       

      ARTICLE
        3

       

      THE
        CLOSING

       

      3.1. Closing
        and Closing Date.
        Unless
        this Agreement shall have been terminated and the transactions herein
        contemplated shall have been abandoned in accordance with the terms and
        provisions of Article 8,
        the
        purchase and sale of the Interests (the “Closing”)
        shall
        take place at 10:00 a.m. (Boston time)
        on
        a date to be designated by the Buyer and the Sellers upon the satisfaction
        or
        waiver of all of the conditions to the respective obligations of the parties
        set
        forth in Article 7),
        in
        accordance with the terms of the Escrow Agreement. The Closing shall take
        place
        at the offices of Nixon Peabody LLP, 100 Summer Street, Boston, MA
        02110.

       

      3.2. Documents
        and Items to Be Delivered to the Buyer by the Sellers. At
        the
        Closing, the Sellers will deliver to the Buyer:

       

      (i) Signature
        pages to the Assignment Instructions, fully executed by the Sellers and dated
        as
        of the Closing Date;

       

      (ii) A
        certificate in form and substance reasonably acceptable to the Buyer, dated
        the
        Closing Date, executed by the manager(s) of each Company, certifying:
        (i) that attached thereto is a true, correct and complete copy of the
        Organizational Documents of such Company, including all amendments thereto,
        as
        in effect on the Closing Date; (ii) that attached thereto is a true and
        complete copy of the resolutions duly adopted by the manager(s) of such Company
        authorizing the execution and delivery of this Agreement and each of the
        other
        Transaction Documents to which such Company is a party, and that such
        resolutions have not been modified, rescinded or amended and are in full
        force
        and effect as of the Closing Date; and (iii) as to the incumbency of the
        manager(s) and officers of such Company and their signatures;

       

      (iii) A
        certificate in form and substance reasonably acceptable to the Buyer, dated
        the
        Closing Date, executed by Wilmington Trust Company, the Liquidating Trustee
        of
        each Seller, certifying that attached thereto is a true, correct and complete
        copy of the Organizational Documents of each Seller, including all amendments
        thereto, as in effect on the Closing Date;

       

      
        
          
          

        

        
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      (iv) A
        certificate, in form and substance reasonably acceptable to the Buyer, dated
        the
        Closing Date, executed by the manager(s) of each Company, certifying that
        (i) the representations and warranties of such Company set forth in this
        Agreement were true, correct and complete at and as of the date hereof and
        the
        Closing Date (provided that representations and warranties which are confined
        to
        a specific date shall speak only as of such date); and (ii) that such
        Company has performed in accordance with the terms thereof each of its
        agreements and obligations set forth in this Agreement and each of the other
        Transaction Documents to which the Company is a party to be performed prior
        to
        the Closing;

       

      (v) A
        certificate, in form and substance reasonably acceptable to the Buyer, dated
        the
        Closing Date, executed by the Liquidating Trustee of each of the Sellers,
        certifying that (i) the representations and warranties of the Sellers set
        forth in this Agreement were true, accurate and complete at and as of the
        date
        hereof and the Closing Date (provided that representations and warranties
        which
        are confined to a specific date shall speak only as of such date); and
        (ii) each of the Sellers performed its respective or joint agreements and
        obligations set forth in this Agreement and each of the other Transaction
        Documents to which the Sellers are a party to be performed prior to the
        Closing;

       

      (vi) Certificate
        of good standing for each Company from the Secretary of State of the State
        of
        Delaware dated not earlier than ten (10) days prior to the Closing Date;
        and

       

      (vii) Such
        other certificates and documents as the Buyer or the Buyer’s Counsel may
        reasonably request.

      


      3.3. Documents
        and Items to Be Delivered to the Sellers by the Buyer.
        At the
        Closing, the Buyer will deliver to the Sellers:

       

      (i) in
        immediately available funds by wire transfer, an amount equal to the Purchase
        Price less the Deposit, payable as set forth on Exhibit A
        hereto;

       

      (ii) A
        certificate, in form and substance reasonably acceptable to the Sellers,
        executed by an authorized officer of the Buyer, dated the Closing Date, and
        certifying (i) that attached thereto are true and complete copies of the
        Organizational Documents of the Buyer, including all amendments thereto,
        as in
        effect on the Closing Date; (ii) that attached thereto are the votes duly
        adopted by the Board of Directors or Manager(s) of the Buyer, as applicable,
        authorizing the execution, delivery and performance of this Agreement and
        each
        of the other Transaction Documents to which it is a party, and that such
        votes
        have not been modified, rescinded or amended and are in full force and effect
        as
        of the Closing Date; and (iii) as to the incumbency of the Buyer’s officers
        and their signatures;

       

      (iii) A
        certificate, in form and substance reasonably acceptable to the Sellers,
        executed by an authorized officer of the Buyer, dated the Closing Date, and
        certifying as to the accuracy of the Buyer’s representations and warranties at
        and as of the Closing and the performance by the Buyer of its agreements
        and
        obligations set forth in this Agreement and each of the other Transaction
        Documents to which it is a party to be performed prior to the Closing;
        and

       

      
        
          
          

        

        
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      (iv) Such
        other certificates and documents as the Sellers or the Sellers’ Counsel may
        reasonably request. 

       

      ARTICLE
        4

       

      REPRESENTATIONS
        AND WARRANTIES OF THE SELLERS 

       

      The
        Sellers severally, but not jointly and severally, hereby represent and warrant
        to the Buyer as follows:

       

      4.1 Issuance
        of the Interests; Sellers’ Title to the Interests.
        

       

      (a) EXCEPT
        AS
        EXPRESSLY PROVIDED IN THIS ARTICLE 4, THE INTERESTS SOLD PURSUANT TO THIS
        AGREEMENT ARE SOLD, CONVEYED, ASSIGNED AND TRANSFERRED ON AN “AS IS, WHERE IS”
BASIS “WITH ALL FAULTS.” EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE, EACH OF
        THE SELLERS MAKES NO REPRESENTATIONS OR WARRANTIES, TERMS, CONDITIONS,
        UNDERTAKINGS OR COLLATERAL AGREEMENTS OF ANY NATURE, EXPRESS OR IMPLIED,
        BY
        STATUTE OR OTHERWISE, CONCERNING THE INTERESTS OR THE CONDITION, DESCRIPTION,
        QUALITY, QUANTITY OR ANY OTHER THING AFFECTING OR RELATING TO THE INTERESTS
        OR
        THE OPERATION OR USE BY THE BUYER OF ANY OF THE INTERESTS.

       


        (b) The
          Interests are duly authorized, validly issued, fully paid and non-assessable.
          Each of the Sellers has good title to and is the lawful, legal, record
          and
          beneficial owner of the Interests, free and clear of all Liens and the
          Buyer, at
          the Closing and upon payment of the Purchase Price, will receive good title
          to
          the Interests, free and clear of all Liens.


      


      4.2 No
        Conflict.
        Neither
        of the Sellers is a party to, subject to or bound by any agreement or any
        judgment, order, writ, prohibition, injunction or decree of any court or
        other
        governmental body which would prevent the execution or delivery of this
        Agreement by it or the transfer of the Interests pursuant to the terms of
        this
        Agreement.

       

      


      4.3 Enforceability.
        This
        Agreement and each of the other Transaction Documents to which the Sellers
        are a
        party were duly and validly executed and delivered by the Sellers and (assuming
        such agreements constitute the legal, valid and binding obligations of the
        Buyer) constitute the legal, valid and binding agreement of the Sellers,
        enforceable against the Sellers in accordance with their terms.

       

      


      4.4 Brokers.
        No
        investment banker, broker, agent, finder, advisor, firm or other Person acting
        on behalf of the Sellers or its stockholders is, or will be, entitled to
        any
        commission or broker’s or finder’s fees from any of the parties hereto, or from
        any Person controlling, controlled by or under common control with any of
        the
        parties hereto, in connection with any of the transactions contemplated
        herein.

       

      


      
        
          
          

        

        
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      4.5 Litigation.
        There
        is no suit, action, proceeding, claim or investigation pending, or, to the
        Sellers’ knowledge, threatened, against the Sellers that would affect the
        consummation of the transactions contemplated by this Agreement.

       

      


      4.6 Consequential
        Damages and Lost Profits.
        THE
        SELLERS ACKNOWLEDGE AND AGREE THAT THE BUYERS SHALL NOT BE LIABLE UNDER THIS
        AGREEMENT FOR ANY LOST PROFITS OF EITHER OF THE SELLERS OR INDIRECT,
        CONSEQUENTIAL OR SPECIAL DAMAGES OF EITHER OF THE SELLERS.

       

      


       

      ARTICLE
        5

       

      REPRESENTATIONS
        AND WARRANTIES OF THE
        BUYER

       

      The
        Buyer
        represents and warrants to each of the Sellers as follows:

       

      5.1. Organization.
        The
        Buyer
        is a limited liability company duly organized, validly existing and in good
        standing under the laws of the State of Florida with all power and authority
        to
        own or lease all of its properties and assets and to conduct its business
        as
        presently conducted. 

       

      5.2. Authority
        of the Buyer.
        The
        Buyer has all requisite power and authority to execute and deliver this
        Agreement and each of the other Transaction Documents to which it is a party,
        to
        perform its obligations hereunder and thereunder and to consummate the
        transactions contemplated hereby and thereby. The execution and delivery
        by the
        Buyer of this Agreement and each of the other Transaction Documents to which
        it
        is a party, the performance by the Buyer of its obligations hereunder and
        thereunder and the consummation of the transactions contemplated hereby and
        thereby have been duly and validly authorized by the manager of the Buyer
        and no
        other proceedings on the part of the Buyer are necessary to authorize this
        Agreement and each of the Transaction Documents to which the Buyer is a party,
        the performance of such obligations or the consummation of such transactions.
        

       

      5.3. Enforceability.
        This
        Agreement and each of the other Transaction Documents to which the Buyer
        is a
        party was duly and validly executed and delivered by the Buyer and (assuming
        such agreements constitute the legal, valid and binding obligations of the
        Sellers) constitute the legal, valid and binding agreement of the Buyer,
        enforceable against the Buyer in accordance with their terms.

       

      5.4. No
        Violation or Conflict; Consents.
        Neither
        the execution and delivery by the Buyer of this Agreement or any of the other
        Transaction Documents to which it is a party, nor the performance by the
        Buyer
        of its obligations hereunder and thereunder, nor the consummation of the
        transactions contemplated hereby and thereby will, directly or indirectly
        (with
        or without notice or lapse of time or both):

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

       

       

      (i) violate,
        contravene, conflict with or Breach any term or provision of the Organizational
        Documents of the Buyer or any resolution or vote adopted by the manager of
        the
        Buyer;

       

      (ii) violate,
        contravene or conflict with any of the terms, conditions or requirements
        of, or
        require any notice to or filing with any Governmental Authority or other
        Person
        under, any Permit, Law or Order applicable to the Buyer or any of its assets
        or
        properties;

       

      (iii) give
        any
        Governmental Authority the right to revoke, withdraw, suspend, cancel, modify,
        or terminate any Permit held by the Buyer; or

       

      (iv) require
        any Permit or other Consent of, or filing with or notification to, any
        Governmental Authority or other Person.

       

      5.5. Brokers.
        No
        investment banker, broker, agent, finder, advisor, firm or other Person acting
        on behalf of the Buyer or its stockholders is, or will be, entitled to any
        commission or broker’s or finder’s fees from any of the parties hereto, or from
        any Person controlling, controlled by or under common control with any of
        the
        parties hereto, in connection with any of the transactions contemplated
        herein.

       

      5.6. Investment
        Intent.
        The
        Buyer
        is acquiring the Interests for its own account and not with a view to their
        distribution within the meaning of Section 2(11) of the Securities Act. The
        Buyer confirms that the Sellers and the Companies have made available to
        the
        Buyer and its representatives and agents the opportunity to ask questions
        of the
        officers and management employees of each Company and to acquire such additional
        information about the business and financial condition of each Company as
        the
        Buyer has requested.

       

      5.7. Litigation.
        There
        is
        no suit, action, proceeding, claim or investigation pending, or, to the Buyer’s
        knowledge, threatened, against the Buyer that would affect the consummation
        of
        the transactions contemplated by this Agreement.

       

      5.8. Consequential
        Damages and Lost Profits; Buyer Due Diligence.
        THE
        BUYER ACKNOWLEDGES AND AGREES THAT THE SELLERS SHALL NOT BE LIABLE UNDER
        THIS
        AGREEMENT FOR ANY LOST PROFITS OR INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES.
        THE BUYER CONFIRMS, ACKNOWLEDGES AND AGREES THAT UPON CLOSING IT SHALL HAVE
        PERFORMED ALL DUE DILIGENCE REQUIRED BY IT WITH RESPECT TO THE INTERESTS
        TO THE
        EXTENT THAT THE BUYER MAY WISH SO AND THAT THE BUYER IS RELYING ENTIRELY
        UPON
        ITS OWN INVESTIGATION WITH RESPECT TO THE INTERESTS IN PROCEEDING WITH THE
        TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT.

       

      
        
          
          

        

        
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      ARTICLE
        6

       

      COVENANTS
        OF THE PARTIES

       

      6.1. Conduct
        of Business of the Companies.
        During
        the period from the date of this Agreement to the Closing Date, each of the
        Companies shall, and each of the Sellers shall cause each of the Companies
        to:
        (i) conduct its operations in the Ordinary Course of Business;
        (ii) use reasonable best efforts to preserve intact its business
        organization, keep available the services of its current managers, officers,
        employees, consultants and agents; (iii) use reasonable best efforts to
        preserve its goodwill; (iv) cooperate with all reasonable due diligence
        requests of the Buyer; (v) provide the Buyer with reasonable access to all
        of its books, records, partners and employees of the Company, including but
        not
        limited to plans, surveys, reports and other documents or records that pertain
        to the Company and its assets, including any appraisals or other valuations;
        and
        (vi) promptly advise the Buyer in writing of any Material Adverse
        Event.

       

      6.2. Notification
        of Certain Matters.
        The
        Sellers shall give prompt notice to the Buyer, and the Buyer shall give prompt
        notice to the Sellers, of the occurrence or non-occurrence of any event,
        the
        occurrence or non-occurrence of which is likely (a) to cause any
        representation or warranty of such party contained in this Agreement to be
        untrue, inaccurate or incomplete in any material respect at or prior to the
        Closing, or (b) to result in any material failure of such party to comply
        with or satisfy any condition, obligation, covenant or agreement to be complied
        with or satisfied by it hereunder; provided,
        however,
        that
        the delivery of any notice pursuant to this Section 6.2
        shall
        not
        limit or otherwise affect any representations and warranties or any conditions,
        obligations, covenants or agreements under this Agreement, or the rights
        or
        remedies, pursuant to Article 9,
        available to the Buyer.

       

      ARTICLE
        7

      CONDITIONS
        TO CLOSING

       

      7.1. Conditions
        to Obligations of the Sellers.
        The
        obligations of the Sellers to close the transactions contemplated by this
        Agreement shall be subject to the satisfaction or waiver by the Sellers at
        or
        prior to the Closing of the following conditions:

       

      (i) The
        Buyer
        shall have performed or complied with its obligations, covenants and agreements
        contained in this Agreement
        (considered individually and collectively) required to be performed or complied
        with at or prior to the Closing;

       

      (ii) The
        representations and warranties of the Buyer contained in this Agreement
        (considered individually and collectively) shall be true, correct and complete
        on and as of the date hereof and on and as of the Closing Date with the same
        force and effect as if made on and as of the Closing Date (provided that
        representations and warranties which are confined to a specific date shall
        speak
        only as of such date);

       

      (iii) The
        Sellers shall have received from the Buyer the deliveries referred to in
        Section 3.3;

       

      (iv) Each
        of
        the Sellers shall have received an opinion regarding the fairness, from a
        financial point of view, of the consideration to be received by each Seller
        and/or the interest holders of such Seller, in form and substance satisfactory
        to such Seller in each Seller’s sole discretion; and

       

      
        
          
          

        

        
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      (v) No
        Law or
        Order shall have been enacted, entered, promulgated, issued or enforced by
        any
        Governmental Authority of competent jurisdiction which prohibits, restrains,
        enjoins or restricts the consummation of the transactions contemplated hereby;
        provided,
        however,
        that
        the parties shall use reasonable best efforts to cause any such Law or Order
        to
        be vacated or lifted.

       

      7.2. Conditions
        to Obligations of the Buyer.
        The
        obligations of the Buyer to close the transaction contemplated hereby shall
        be
        subject to the satisfaction or waiver by the Buyer at or prior to the Closing
        of
        the following conditions:

       

      (i) The
        Sellers shall have performed or complied with their obligations, covenants
        and
        agreements, including restrictive covenants, contained in this Agreement
        (considered either individually and/or collectively, as applicable) required
        to
        be performed or complied with at or prior to the Closing;

       

      (ii) The
        representations and warranties of the Sellers contained in this Agreement
        (considered individually and collectively) shall be true, correct and complete,
        when made and on and as of the Closing Date with the same force and effect
        as if
        made on and as of the Closing Date;

       

      (iii) The
        Buyer
        shall have received the deliveries referred to in Section 3.2;

       

      (iv) No
        Law or
        Order shall have been enacted, entered, promulgated, issued or enforced by
        any
        Governmental Authority of competent jurisdiction, and no Proceeding shall
        have
        been commenced or threatened, which prohibits, restrains, enjoins or restricts
        the consummation of the transactions contemplated hereby; provided,
        however,
        that
        the parties shall use reasonable best efforts to cause any such Law or Order
        to
        be vacated or lifted; and

       

      (viii)  No
        Material Adverse Event shall exist or shall have occurred since the date
        of
        this Agreement.

       

      (ix)  The
        Buyer
        shall have completed and shall be satisfied with, in its sole reasonable
        discretion, its due diligence investigation with respect to the business
        and
        financial condition of the Company.

       

      ARTICLE
        8

       

      TERMINATION

       

      8.1. Termination.
        This Agreement
        may be terminated and the transaction contemplated hereby may be abandoned
        at
        any time prior to the Closing, as follows:

       

      (a) by
        mutual
        written consent of the Buyer and the Sellers;

       

      
        
          
          

        

        
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      (b) by
        the
        Buyer or any of the Sellers if the Closing shall not have occurred on or
        before
        December 1, 2006 (provided that the right to terminate this Agreement
        under this Section 8.1(b)
        shall
        not be available to any party hereto whose failure to perform or comply with
        any
        covenant, condition or obligation under this Agreement
        has been the cause of, or resulted in, the failure of the transactions to
        be
        consummated on or before such date);

       

      (c) by
        the
        Buyer or any of the Sellers if any Governmental Authority of competent
        jurisdiction shall have issued a final Order restraining, enjoining or
        prohibiting the transactions contemplated by this Agreement
        and such Order is or shall have become final and non-appealable;

       

      (d) by
        any of
        the Sellers if prior to the Closing Date there shall have been a material
        Breach
        of any of the representations, warranties, covenants or agreements of the
        Buyer
        contained in this Agreement
        which cannot be or has not been cured within twenty (20) days after notice
        thereof to the Buyer;

       

      (e) by
        the
        Buyer if prior to the Closing Date there shall have been a material Breach
        of
        any of the representations, warranties, covenants or agreements on the part
        of
        any of the Companies or the Sellers contained in this Agreement
        which cannot be or has not been cured within twenty (20) days after notice
        thereof to the Sellers, or (ii) a Material Adverse Event shall have
        occurred and be continuing; or

       

      (f) by
        any
        Seller in the event that such Seller’s Liquidating Trustee believes that it
        would violate its fiduciary duty to any Seller or its respective beneficiaries
        close the transactions contemplated hereby.

       

      (g) by
        the
        Buyer if, in its sole reasonable discretion, its due diligence investigation
        shows an unacceptable business and/or financial condition of the
        Company.

       

      8.2. Effect
        of Termination.

       

      (a) If
        this Agreement
        is terminated in accordance with Section 8.1,
        this Agreement
        shall hereafter become null and void and of no further force or effect, except
        that the terms and provisions of this Section 8.2
        and the
        following other Sections shall survive such termination and shall remain
        in full
        force and effect:

       

      Section 10.3
        (Notices),

       

      Section 10.4
        (Entire
        Agreement),

       

      Section 10.11
        (Expenses),
        and

       

      Section 10.12
        (Governing
        Law).

       

      (b) (i) In
        connection with the negotiation and execution of this Agreement, the Sellers
        agree that the Buyer has devoted significant time and effort and has incurred
        significant expense in analyzing the transactions contemplated herein. In
        the
        event that the Buyer terminates this Agreement pursuant to any applicable
        subsection of Section
        8.1 (subject
        to the proviso in Section
        8.1(b))
        or if
        any of the Sellers terminates this Agreement pursuant to
        Sections 8.1(c) or
        8.1(f) or 8.1(g),
        the
        Buyer shall be entitled to the return of the Deposit; otherwise, the Deposit
        shall be distributed to the Sellers as forth on Exhibit A
        upon
        termination of this Agreement. Upon any termination, the parties hereto covenant
        and agree to immediately provide the Escrow Agent with written instructions
        regarding the return or distribution of the Deposit. For the avoidance of
        doubt,
        each party hereto covenants and agrees to provide such instructions with
        respect
        to such termination in accordance herewith, even if such party disputes the
        basis of such termination. If a dispute exists, such dispute shall be noted
        in
        the instructions delivered to the Escrow Agent, and the parties hereto agree
        that in the event of such a dispute, the instructions delivered to the Escrow
        Agent shall include an instruction that the Escrow Agent treat the Deposit
        in
        accordance with Section F of the Escrow Agreement.

       

      
        
          
          

        

        
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      (ii)
        In
        addition to the foregoing, in the event this Agreement is terminated by either
        of the Sellers pursuant to Section
        8.1(f) and
        instructions have been given to the Escrow Agent to return the Deposit to
        the
        Buyer, the Sellers shall, within three (3) business days of receipt of a
        copy of
        such instructions, pay $100,000 in immediately available funds to the Buyer
        as
        liquidated damages and not as a penalty (payable $50,000 each by each of
        the
        Sellers) (the “Break-Up
        Fee”).
        If the
        Deposit is returned to the Buyer as provided in (i) above, or, with respect
        to a
        termination pursuant to Section
        8.1(f),
        the
        Deposit is returned and the Break-Up Fee is paid, then such payments under
        this
Section
        8.2(b)
        shall be
        the sole and exclusive remedy for the Buyer upon the termination of this
        Agreement.

       

      (c) Except
        as
        expressly set forth in Section
        8.2(b)
        above,
        any termination of this Agreement
        shall not relieve any party hereto from any Liability for any Breach of its
        representations, warranties, covenants or agreements contained herein. The
        exercise of a right of termination under this Agreement by any party hereto
        shall not be an election of remedies.

       

      ARTICLE
        9

       

      INDEMNIFICATION

       

      9.1. Survival.

       

      (a) Representations
        and Warranties.
        All of
        the representations and warranties of the parties contained in this Agreement
        shall survive the Closing and shall continue in full force and effect until
        December 1, 2006.

       

      (b) Covenants
        and Agreements.
        All of
        the covenants and agreements of the parties shall terminate upon the
        Closing.

       

      (c) Timely
        Claims.
        No party
        shall have any liability (for indemnification or otherwise) based upon any
        claim
        for indemnification arising out of the Breach of any representation or warranty
        contained in this Agreement
        or in any of the other Transaction Documents, to be fulfilled or complied
        with
        at or before the Closing unless such party is given notice asserting a claim
        with respect thereto prior to the termination of the applicable time period
        set
        forth under Section 9.1(a).
        Any
        representation or warranty as to which a claim for indemnification (including
        a
        contingent claim) shall have been asserted during the survival period shall
        continue in effect with respect to such claim until such claim shall have
        been
        finally resolved or settled.

       

      
        
          
          

        

        
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          9.2. Terms
            of Indemnification.
            Subject
            to the terms and provisions of this Agreement,

           

          (a) the
            Sellers, severally but not jointly and severally, shall indemnify the
            Buyer
            Parties against, and shall protect, defend and hold harmless the Buyer
            Parties
            from, all Damages arising out of, relating to, or resulting from (i) any
            Breach of any of the Sellers’ or any of the Companies’ respective
            representations or warranties contained in this Agreement,
            including the schedules hereto or in any of the other Transaction Documents;
            or
            (ii) any Proceeding, commenced at any time (and without regard to any
            survival period for any representation or warranty contained in this
            Agreement),
            that is brought (x) by any beneficial interest holder of any of the
            Sellers, or (y) on a derivative basis by any beneficial interest holder of
            any Seller on behalf of such Seller, and, in the case of each of (x)
            and (y)
            above, which relates to or arises out of any event, fact or circumstance
            existing prior to the Closing and relates to the transactions contemplated
            by
            this Agreement, including without limitation the liabilities, damages,
            costs and
            expenses incurred by the Companies and the Buyer (including attorney’s fees) in
            connection with the defense, settlement or other resolution
            thereof;

           

          (b) the
            Buyer
            shall indemnify the Seller Parties against, and shall protect, defend
            and hold
            harmless the Seller Parties from, all Damages arising out of, relating
            to, or
            resulting from any Breach of the Buyer’s representations or warranties contained
            in this Agreement
            or in any of the other Transaction Documents.

           

        

             
          9.3. Procedures
          with Respect to Third-Party Claims.
          Each
          party shall promptly notify the other parties upon its having knowledge
          of the
          occurrence of any claim, assertion, event, action or proceeding against
          the
          Company or any party hereto which would give rise to a claim for indemnification
          under this Article 9.
          Promptly after the occurrence of any claim, assertion, event, action or
          proceeding against the Company or any party hereto which could give rise
          to a
          claim for indemnification under this Article 9,
          the
          party seeking indemnification (the “Indemnified
          Party”)
          shall
          give notice to the party from whom indemnification is sought (the “Indemnifying
          Party”)
          if it
          wishes to assert a claim for indemnification under this Article 9.
          The
          failure of the Indemnified Party to timely deliver any notice hereunder
          shall
          not reduce the liability of the Indemnifying Party except to the extent
          the
          Indemnifying Party demonstrates that the defense of the subject claim has
          been
          prejudiced by such failure. The Indemnifying Party shall then be entitled
          to
          participate in such action or proceeding and, to the extent that it shall
          wish,
          to assume the defense thereof with counsel satisfactory to such Indemnified
          Party (but prior to assuming such defense the Indemnifying Party shall
          have
          acknowledged in writing its indemnification obligation hereunder). After
          notice
          from the Indemnifying Party to the Indemnified Party of its election to
          assume
          the defense of a claim, the Indemnifying Party shall not be liable to such
          Indemnified Party under Section 9.2
          for any
          fees of other counsel or any other expenses, in each case subsequently
          incurred
          by such Indemnified Party in connection with the defense thereof, other
          than
          reasonable costs of investigation. If an Indemnifying Party assumes the
          defense
          of such an action (a) no compromise or settlement thereof may be effected
          by the Indemnifying Party without the Indemnified Party’s consent (which shall
          not be unreasonably withheld) unless (i) there is no finding or admission
          of any violation of law or any violation of the rights of any person and
          no
          effect on any other claims that may be made against the Indemnified Party
          and
          (ii) the sole relief provided is monetary damages that are paid in full by
          the Indemnifying Party, and (b) the Indemnifying Party shall have no
          liability with respect to any compromise or settlement thereof effected
          by the
          Indemnified Party without its consent (which shall not be unreasonably
          withheld). If notice is given to an Indemnifying Party of the commencement
          of
          any action and it does not, within thirty (30) days after the Indemnified
          Party’s notice is given, give notice to the Indemnified Party of its election
          to
          assume the defense thereof (and in connection therewith, acknowledges in
          writing
          its indemnification obligation hereunder), the Indemnifying Party shall
          be bound
          by any determination made in such action or any compromise or settlement
          thereof
          effected by the Indemnified Party. Notwithstanding the foregoing, if an
          Indemnified Party determines in good faith that there is a reasonable
          probability that any action may materially and adversely affect it or its
          Affiliates other than as a result of monetary damages, such Indemnified
          Party
          may, by notice to the Indemnifying Party, assume the exclusive right to
          defend,
          compromise or settle such action, but the Indemnifying Party shall have
          no
          liability with respect to judgment entered in any action so defended, or
          a
          compromise or settlement thereof entered into, without its consent (which
          shall
          not be unreasonably withheld).

      

       

      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

       

       

      9.4. Indemnification
        Cap and Threshold.

       

      (a) Indemnification
        Cap.
        Subject
        to Section
        9.6,
        the
        maximum aggregate liability of each party for claims for indemnification
        made
        pursuant to Section 9.2
        shall be
        Three Hundred Thousand and 00/100 Dollars ($300,000) (the “Indemnification
        Cap”).

       

      (b) Indemnification
        Threshold.
        No Buyer
        Party shall be entitled to make any claim for indemnification pursuant to
        Section 9.2(a)
        unless
        and until the aggregate amount of Damages with respect to all such claims
        that
        may be made by all Buyer Parties pursuant to this Article 9
        as a
        result of a Breach of any of the Sellers’ representations, warranties,
        obligations, covenants or agreements set forth in this Agreement exceeds
        an
        aggregate of Fifty Thousand and 00/100 Dollars ($50,000) (the “Indemnification
        Threshold”),
        after
        which the Sellers shall be liable for the full amount of such Damages, subject
        to the Indemnification Cap. No Seller shall be entitled to make any claim
        for
        indemnification pursuant to Section 9.2(b)
        unless
        and until the aggregate amount of Damages with respect to all such claims
        that
        may be made by the Sellers pursuant to this Article 9
        exceeds
        the Indemnification Threshold, after which the Buyer shall be liable for
        the
        full amount of such Damages, subject to the Indemnification Cap.

       

      (c) Applicability
        of Indemnification Cap and Threshold.
        Notwithstanding anything in this Article 9
        to the
        contrary, neither the Indemnification Cap nor the Indemnification Threshold
        shall apply to or against, and the parties shall be liable under this
Article 9
        for, the
        entirety of any Damages resulting from, arising out of, in the nature of,
        or
        caused by (i) any fraudulent, willful or intentional Breach by any party of
        any of its representations, warranties or covenants set forth herein, or
        (ii) the indemnification of the Buyer Parties contained in Section
        9.2(a)(ii).

       

      9.5. Additional
        Indemnification Provisions.

       

      (a) Other
        Recoveries; Insurance.
        Notwithstanding anything herein to the contrary, no party shall be entitled
        to
        indemnification or reimbursement under any provision of this Agreement for
        any
        amount to the extent such party or its Affiliates has been indemnified or
        reimbursed for such amount under any other provision of this Agreement, the
        exhibits attached hereto, or any document executed in connection with this
        Agreement or otherwise. Furthermore, in the event any Damages related to
        a claim
        by the Buyer is covered by insurance, the Buyer agrees to use commercially
        reasonable efforts to seek recovery under such insurance and the Buyer shall
        not
        be entitled to recovery from the Sellers (and shall refund amounts received
        up
        to the amount of indemnification actually received) with respect to such
        Damages
        to the extent, and only to the extent, the Buyer recovers the insurance payment
        specified in the policy.

       

      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      

       

       

      (b) Mitigation.
        The
        parties shall take all commercially reasonable steps (to the extent then
        available or possible) to mitigate all Damages upon and after becoming aware
        of
        any event which could reasonably be expected to give rise to such
        Damages.

       

      9.6. Exclusive
        Remedy.
        Except
        with respect to claims arising out of, in the nature of, or caused by any
        fraudulent, willful or intentional Breach by any party of any of its
        representations or warranties set forth herein, and notwithstanding anything
        to
        the contrary contained herein, the indemnification provided in this Article 9
        shall be
        the sole and exclusive remedy after the Closing Date available to the parties
        for Breach. Further, the sole remedy of the Buyer Parties pursuant to this
        Article
        9
        for
        Damages shall be to offset, on a several, but not joint and several basis,
        against the Additional Consideration that may become payable to a Seller
        pursuant to Section
        2.3.
        In the
        event that no Additional Consideration is paid, the Buyer Parties shall not
        be
        entitled to collect Damages from either Seller. Nothing contained herein,
        however, shall preclude a party from seeking injunctive relief or specific
        performance, under circumstances where such relief might be appropriate,
        provided that the moving party shall not be entitled to ancillary relief
        in the
        nature of Damages or fee awards unless specifically so provided for
        herein.

       

      ARTICLE
        10

       

      GENERAL
        PROVISIONS

       

      10.1. Parties
        in Interest; Successors and Assigns; No Third Party
        Rights.
        This Agreement
        shall be binding upon and inure to the benefit of the parties hereto and
        their
        respective successors and permitted assigns, and, nothing in this Agreement,
        express or implied, is intended to or shall confer upon any other Person
        any
        legal or equitable right, title, privilege, benefit, interest, remedy or
        claim
        of any nature whatsoever under or by reason of this Agreement, or any term
        or
        provision hereof.

       

      10.2. Assignment.
        This Agreement
        and the rights, title, privileges, benefits, interests, remedies and obligations
        hereunder may not be assigned by any party hereto, by operation of law or
        otherwise; provided,
        however,
        that
        the Buyer may (a) assign any or all of its rights, title, privileges,
        benefits, interests and remedies hereunder to any one or more of its Affiliates;
        (b) designate any one or more of its Affiliates to perform its obligations
        hereunder (in any or all of which cases the Buyer nonetheless shall remain
        responsible for the performance of all of its obligations hereunder); and
        (c) assign any or all of its rights, title, privileges, benefits, interests
        and remedies hereunder to and for the benefit of any lender to the Buyer
        for the
        purpose of providing collateral security.

       

      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

      

       

       

      10.3. Notices.
        All
        notices, requests, claims, instructions and other communications required
        or
        permitted under this Agreement
        shall be in writing and shall be (a) delivered personally, (b) sent by
        national overnight
        courier,
        with all costs and expenses therefore prepaid (c) sent by certified mail,
        postage prepaid, return receipt requested, or (d) by facsimile
        transmission, with a confirmation sent by one of the foregoing methods to
        the
        address of such party as such party has notified the other parties in writing
        prior to the date hereof, together with copies to such other persons as such
        parties may request.

       

      10.4. Entire
        Agreement.
        This Agreement,
        together with each of the other Transaction Documents, constitute the entire
        agreement among the parties with respect to the subject matter hereof and
        thereof, and supersede all prior or contemporaneous agreements and
        understandings, whether written or oral, among the parties hereto, or any
        of
        them, with respect to the subject matter hereof and thereof.

       

      10.5. Counterparts
        and Facsimile Signatures.
        This Agreement
        may be executed in any number of counterparts, and by the different parties
        hereto in separate counterparts, each of which when executed shall be deemed
        to
        be an original, and all of which, taken together, shall be deemed to constitute
        one and the same instrument. This Agreement may be executed by facsimile
        signature.

       

      10.6. Severability.
        If any
        term or other provision of this Agreement
        is deemed to be invalid, illegal or incapable of being enforced under any
        Law,
        Order or public policy, all other terms, conditions and provisions of
        this Agreement
        shall nevertheless remain in full force and effect. Upon such determination
        that
        any term or other provision is invalid, illegal or incapable of being enforced,
        the parties hereto shall negotiate in good faith to modify this Agreement
        so as to effect the original intent of the parties as closely as possible
        in an
        acceptable manner to the end that the transactions contemplated hereby are
        fulfilled to the fullest extent possible.

       

      10.7. Amendment.
        This Agreement
        may not be amended or modified except by a written instrument, specifically
        referring to this Agreement
        and signed by each of the parties hereto.

       

      10.8. Waiver.
        Neither
        the failure nor any delay of any party to this Agreement
        to assert or exercise any right, power, privilege or remedy under
        this Agreement,
        any of the other Transaction Documents or otherwise, or to enforce any term
        or
        provision hereof or thereof, shall constitute a waiver of such right, power,
        privilege or remedy, and no single or partial exercise of any such right,
        power,
        privilege or remedy shall preclude any other or further exercise of such
        right,
        power, privilege or remedy or the exercise of any other right, power, privilege
        or remedy. The rights, powers, privileges and remedies of the parties to
        this
        Agreement are cumulative and not alternative. Any waiver of any right, power,
        privilege or remedy hereunder or under any of the Transaction Documents shall
        be
        valid and binding only if set forth in a written instrument specifically
        referring to this Agreement
        and signed by the party or parties giving such waiver, and shall be effective
        only in the specific instance and for the specific purpose for which it is
        given. At any time prior to the Closing Date, the Buyer with respect to the
        Sellers and the Sellers with respect to the Buyer may, subject to and in
        accordance with the provisions of this Section 10.8,
        (a) waive any inaccuracies in the representations and warranties contained
        in this Agreement
        or in any of the other Transaction Documents; and (b) waive compliance with
        any of the conditions, covenants or agreements contained in this Agreement
        or in
        any of the other Transaction Documents.

       

      
        
          
          

        

        
          -20-

          
            

          

        

        
          
          

        

      

       

       

      10.9. Further
        Assurances.
        Each
        party hereto shall do and perform or cause to be done and performed all further
        acts and things and shall execute and deliver all further agreements,
        certificates, instruments and documents as any other party may reasonably
        request in order to carry out the intent and accomplish the purposes of this
        Agreement and the consummation of the transactions contemplated
        hereby.

       

      10.10. Legal
        Counsel.
        Each
        party to this Agreement
        acknowledges and represents that it has been represented by its own separate
        legal counsel in connection with the negotiations and preparation of this
        Agreement and each of the other Transaction Documents to which it is a party,
        and in connection with the transactions contemplated hereby and thereby,
        with
        the opportunity to seek advice as to its legal rights from such counsel.
        Each
        party hereto further represents that it is being independently advised as
        to the
        tax consequences of such transactions.

       

      10.11. Expenses.
        The
        Sellers shall bear all reasonable and customary fees, costs and expenses
        incurred in connection with this Agreement
        (including the preparation, negotiation and performance hereof) and the
        transactions contemplated hereby (including fees and disbursements of attorneys,
        accountants, agents, representatives and financial and other
        advisors).

       

      10.12. Governing
        Law.
        This Agreement
        shall be governed by, and construed in accordance with, the Laws of the State
        of
        Delaware without regard to any conflict of Laws principles that would cause
        the
        application of the Laws of any other jurisdiction.

       

      


       

      [The
        remainder of this page is intentionally left blank. Signature page
        follows.]

      



      
        
          
             

          

          
          

        

        
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      IN
        WITNESS WHEREOF,
        the
        parties hereto have duly caused this Membership
        Interest Purchase Agreement to be executed, as an instrument under seal,
        as of
        the date first above written.

       

      The
        Buyer: WEST
        CO LLC

       

      


      Signature:
        _________________________________

       

      Printed
        Name: _____________________________

       

      Title:
        ____________________________________

      


      


      


      
        	 	
                The
                  Sellers:

              	
                WILMINGTON
                  TRUST COMPANY,
                  not in its individual capacity but solely as Liquidating Trustee
                  of

              


      

      AFG
        INVESTMENT TRUST C LIQUIDATING TRUST

      and

      AFG
        INVESTMENT TRUST D LIQUIDATING TRUST

       

      


      


      Signature:
        _______________________________

       

      Printed
        Name: ____________________________

       

      Title:
        ___________________________________

      


      


      


      The
        Companies: C&D
        IT LLC 

       

      By:
        AFG
        Investment Trust C Liquidating Trust and AFG Investment Trust C Liquidating
        Trust D, its Members and Managers

       

      By:
        Wilmington Trust Company, not in its individual capacity but solely as
        Liquidating Trustee

      


      


      Signature:
        _________________________________

       

      Printed
        Name: ______________________________

       

      Title:
        _____________________________________

      


      


      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

       

       

      EFG
        KIRKWOOD LLC

       

      By:
        AFG
        ASIT Corp., as Manager

      


      


      Signature:
        _________________________________

       

      Printed
        Name: ______________________________

       

      Title:
        _____________________________________

      


      


      EFG
        PALISADES LLC

       

      By:
        AFG
        ASIT Corp., as Manager

      


      


      Signature:
        _________________________________

       

      Printed
        Name: ______________________________

       

      Title:
        _____________________________________

      


      



      
        
          
            Signature
              Page to Membership Interest Purchase Agreement

          

          
          

        

        
          -2-

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT
        A

      


      


      


      


      
        	
                 

                Seller

                 

              	
                 

                C&D
                  IT LLC

                 

              	
                 

                EFG
                  Kirkwood LLC and

                 

                EFG
                  Palisades LLC

                 

              	
                 

                TOTAL

                 

              
	 	
                 

                 

                 

                Interest

              	
                Purchase
                  Price Allocation (net of Deposit)

                 

              	
                 

                 

                Deposit
                  Allocation

                 

              	
                 

                 

                 

                Interest

              	
                Purchase
                  Price Allocation (net of Deposit)

                 

              	
                 

                 

                Deposit
                  Allocation

                 

              	 
	
                 

                AFG
                  Investment Trust C Liquidating Trust

                 

              	
                 

                 

                 

                50%

              	
                 

                 

                 

                $1,039,292.60

              	
                 

                 

                 

                $19,572.37

              	
                 

                 

                 

                40%
                  Class A Interest

              	
                 

                 

                 

                $1,845,835.38

              	
                 

                 

                 

                $34,761.49

              	
                 

                 

                 

                $2,939,461.84

              
	
                 

                AFG
                  Investment Trust D Liquidating Trust

              	
                 

                 

                 

                50%

              	
                 

                 

                 

                $1,039,292.60

              	
                 

                 

                 

                $19,572.37

              	
                 

                 

                 

                30%
                  Class A Interest

                 

              	
                 

                 

                 

                $1,385,579.42

              	
                 

                 

                 

                $26,093.77

              	
                 

                 

                 

                $2,470,538.16

              
	
                 

                TOTAL:

              	 	
                 

                $2,078,585.20

              	
                 

                $39,144.74

              	
                 

                70%
                  Class A Interest

                 

              	
                 

                $3,231,414.80

              	
                 

                $60,855.26

              	
                 

                $5,410,000.00

              


      

      


      



      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT
        B

      ESCROW
        AGREEMENT

      


      


      This
        Agreement is entered into as of the _____ day of ________ 2006 by and among
        West
        Co LLC,
        a
        Florida limited liability company (“West
        Co”)
        (the
“Buyer”),
        AFG
        Investment Trust C Liquidating Trust
        (“Trust
        C Liquidating Trust”),
        AFG
        Investment Trust D Liquidating Trust
        (“Trust
        D Liquidating Trust”
and,
        together with Trust C Liquidating Trust, each a “Seller”
and,
        together, the “Sellers”),
        C&D
        IT LLC, EFG Kirkwood LLC and
        EFG Palisades LLC, each
        a
        Delaware limited liability company (each a “Company”
and
        together the “Companies”)
        and
Wilmington
        Trust Company,
        as
        escrow agent (the "Escrow
        Agent").

      


      This
        Agreement is being entered into in connection with the execution of a Membership
        Interest Purchase Agreement (the “Purchase Agreement”) among the Buyer, the
        Sellers and the Companies relating to the sale of equity interests in the
        Companies (the “Interests”). All terms used but not defined herein shall have
        the meanings set forth in the Purchase Agreement.

      


      In
        consideration of the payments herein provided for and the mutual agreements
        of
        the parties herein contained, the parties hereto agree as follows:

      


      (A) The
        Escrow Agent has established in its own name a special account, Number
        _____________ (the "Escrow Account"). All deposits by the parties in the
        Escrow
        Account shall be made by wire transfer of immediately available funds to
        the
        Escrow Agent as follows: ABA# ________, Account No. __________, Name: West
        Co
        Escrow, Ref:  Attn:  [Steve Cimalore, VP]. All funds deposited therein
        shall be held without interest;

      


      (B) Upon
        execution of this Agreement, West Co shall forward to the Escrow Account
        the sum
        of One Hundred Thousand Dollars ($100,000) (the “Deposit”);

      


      (C) Thereupon,
        upon written instructions by all parties hereto, the Escrow Agent is authorized
        and directed to take such action as the parties may direct pursuant to the
        terms
        of the Purchase Agreement;

      


      (D) Any
        instructions, directions or notices required to be delivered hereunder to
        the
        Escrow Agent (i) shall be in writing, (ii) may be delivered by hand
        delivery, reputable overnight courier, facsimile or telecopy, and (iii) may
        be executed in one or more counterparts, each of which shall constitute an
        original and all of which, taken together, shall constitute one and the same
        instrument. All notices to the Escrow Agent shall be addressed as
        follows:

      


      Wilmington
        Trust Company

      Rodney
        Square North

      1100
        North Market Street

      Wilmington,
        DE 19890

      Attention:
        Corporate Trust Administration

      Fax:
        (302) 636-4149

      


      
        
          
          

        

        
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      (E) The
        Escrow Agent shall act as stakeholder and shall not be responsible for
        genuineness, validity, sufficiency or collectibility of funds deposited
        hereunder or any description of property or other thing therein, and shall
        not
        be required to determine the existence of any fact or decide any questions
        of
        law. It shall not be liable in any respect on the account of the identity,
        authority or rights of the persons executing or delivering or purporting
        to
        execute or deliver any such funds, its duties hereunder being limited to
        the
        safekeeping of such funds received by it as Escrow Agent, and for the delivery
        of the same in accordance with this Agreement. The parties hereto recognize
        that
        Wilmington Trust Company is acting as Escrow Agent hereunder and also as
        the
        Liquidating Trustee of each of the Sellers. Each of the parties hereto
        recognizes that acting in both capacities creates a potential conflict of
        interest with respect to Wilmington Trust Company, and each party hereto
        hereby
        waives any and all such conflicts of interest.

      


      (F) In
        accepting any funds delivered hereunder it is agreed and understood between
        the
        parties hereto that the Escrow Agent will not be called upon to construe
        any
        contract or instrument deposited herewith, and shall be required to act in
        respect of the deposits herein made only upon the joint consent in writing,
        of
        the parties hereto, and in the failure of such agreement or consent, it reserves
        the right to hold any money in its possession concerning this escrow, until
        a
        mutual agreement in writing has been reached between all of said parties
        and
        delivered to it or until delivery is legally authorized and ordered by final
        judgment or decree of the courts of the State of Delaware or other court
        of
        competent jurisdiction; and in case the Escrow Agent obeys or complies with
        any
        judgment, order or decree of a court of competent jurisdiction, it shall
        not be
        liable to any of the parties hereto nor to any other person, firm or corporation
        by reason of such compliance, notwithstanding that any such judgment, order
        or
        decree is subsequently reversed, modified, annulled, set aside or
        vacated.

      


      (G) The
        Escrow Agent, as part of the consideration for the acceptance of this escrow,
        will not be liable for any acts or omissions done in good faith, nor for
        any
        claims, demands or losses, nor for any damages made or suffered by any party
        to
        this escrow, except such as may arise through or be caused by its bad faith
        or
        gross negligence.

      


      (H) The
        Escrow Agent's fee in the amount of $2,500 and expenses shall be paid by
        the
        Sellers at the Closing. In addition, the Escrow Agent shall be entitled to
        reasonable compensation, including attorney's fees and expenses for unusual
        circumstances or, in the event it is necessary to seek an order by a court,
        it
        may employ attorneys for the reasonable protection of the escrow property
        and of
        itself and shall have a lien on all money, documents or property held in
        escrow
        to cover the same.

      


      (I) In
        the
        event the escrow instructions set forth in paragraph (C) above have not been
        accomplished on or before 5:00 P.M., E.S.T., December 1, 2006, the Escrow
        Agent shall have the right to consider this Agreement of no further force
        and
        effect, and shall have the right to return the Deposit to West Co and the
        delivery of the Deposit in accordance herewith shall relieve the said Escrow
        Agent from any further liability with reference thereto; this provision,
        however, may at any time be waived by the Escrow Agent. An extension of the
        term
        of this escrow may be entered into at any time by the mutual consent of the
        parties hereto, upon the condition, however, that the same be reduced to
        writing
        and delivered to and accepted by the said Escrow Agent.

      


      
        
          
          

        

        
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      (J) It
        is
        further understood and agreed between the parties that this Agreement is
        the
        only contract between the Escrow Agent and the parties hereto and that it
        supersedes any other contract with reference to this escrow deposit, insofar
        as
        said Escrow Agent is concerned, and that the said Escrow Agent may rely
        absolutely hereon to the exclusion of any and all other agreements between
        the
        parties hereto.

      


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

      


      (L) This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Delaware.

      


      [The
        remainder of this page is left intentionally blank. Signature page
        follows.]


      
        
           

          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      


      This
        Escrow Agreement has been executed by the parties hereto as of the date set
        forth above.

      


      The
        Buyer: WEST
        CO LLC

       

      


      Signature:
        _________________________________

       

      Printed
        Name: _____________________________

       

      Title:
        ____________________________________

      


      


      


      
        	 	
                The
                  Sellers:

              	
                WILMINGTON
                  TRUST COMPANY,
                  not in its individual capacity but solely as Liquidating Trustee
                  of

              


      

      AFG
        INVESTMENT TRUST C LIQUIDATING TRUST

      and

      AFG
        INVESTMENT TRUST D LIQUIDATING TRUST

       

      


      


      Signature:
        _______________________________

       

      Printed
        Name: ____________________________

       

      Title:
        ___________________________________

      


      


      


      The
        Companies: C&D
        IT LLC 

       

      By:
        AFG
        Investment Trust C Liquidating Trust and AFG Investment Trust C Liquidating
        Trust D, its Members and Managers

       

      By:
        Wilmington Trust Company, not in its individual capacity but solely as
        Liquidating Trustee

      


      


      Signature:
        _________________________________

       

      Printed
        Name: ______________________________

       

      Title:
        _____________________________________

      


      


      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

       

      EFG
        KIRKWOOD LLC

       

      By:
        AFG
        ASIT Corp., as Manager

      


      


      Signature:
        _________________________________

       

      Printed
        Name: ______________________________

       

      Title:
        _____________________________________

      


      


      EFG
        PALISADES LLC

       

      By:
        AFG
        ASIT Corp., as Manager

      


      


      Signature:
        _________________________________

       

      Printed
        Name: ______________________________

       

      Title:
        _____________________________________

      


      



      
        
           

          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      


      The
        foregoing escrow is accepted as of the above date.

      


      The
        Escrow Agent: WILMINGTON
        TRUST COMPANY

      


      


      Signature:
        ________________________

       

      Printed
        Name: _____________________

       

      Title:
        ____________________________

      


      


      


      



      
        
          
             

          

          
          

        

        
          -6-

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT
        C-1

      


      ASSIGNMENT
        INSTRUCTIONS

      


      


      


      _________________,
        2006

      


      


      


      


      EFG
        Kirkwood LLC

      EFG
        Palisades LLC

      c/o
        AFG
        ASIT Corporation, Manager

      200
        Nyala
        Farms

      Westport,
        CT 06880

      


      Attn:
        James A. Coyne, Senior Vice President

      


      


      Re: Assignment
        of membership interests in

      EFG
        Kirkwood LLC and EFG Palisades LLC (the “Companies”)

      


      


      To
        Whom
        It May Concern:

      


      The
        undersigned, being the holder of 40% of the Class A Interests in EFG
        Kirkwood LLC and 40% of the Class A Interests in EFG Palisades LLC, hereby
        consents to and approves the transfer and assignment of the foregoing interests
        on the date hereof as contemplated in that certain Membership Interest Purchase
        Agreement of even date herewith. The undersigned hereby instructs the Managers
        of each of the Companies to reflect such transfer and assignment on the books
        and records of such Companies.

      


      AFG
        INVESTMENT TRUST C LIQUIDATING TRUST

      


      By:
        Wilmington Trust Company, not in its individual capacity, but solely as
        Liquidating Trustee

      


      


      By:
        ______________________________________

      Printed
        Name:______________________________

      Its:
        ______________________________________

      



      
        
           

          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        C-2

      


      ASSIGNMENT
        INSTRUCTIONS

      


      


      


      _________________,
        2006

      


      


      


      


      EFG
        Kirkwood LLC

      EFG
        Palisades LLC

      c/o
        AFG
        ASIT Corporation, Manager

      200
        Nyala
        Farms

      Westport,
        CT 06880

      


      Attn:
        James A. Coyne, Senior Vice President

      


      


      Re: Assignment
        of membership interests in 

      EFG
        Kirkwood LLC and EFG Palisades LLC (the “Companies”)

      


      


      To
        Whom
        It May Concern:

      


      The
        undersigned, being the holder of 30% of the Class A Interests in EFG
        Kirkwood LLC and 30% of the Class A Interests in EFG Palisades LLC, hereby
        consents to and approves the transfer and assignment of the foregoing interests
        on the date hereof as contemplated in that certain Membership Interest Purchase
        Agreement of even date herewith. The undersigned hereby instructs the Managers
        of each of the Companies to reflect such transfer and assignment on the books
        and records of such Companies.

      


      AFG
        INVESTMENT TRUST D LIQUIDATING TRUST

      


      By:
        Wilmington Trust Company, not in its individual capacity, but solely as
        Liquidating Trustee

      


      


      By:
        ______________________________________

      Printed
        Name:______________________________

      Its:
        ______________________________________