AGREEMENT AND PLAN OF MERGER

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Exhibit 2.2

AGREEMENT AND PLAN OF MERGER

by and among

Dearborn Holdings Corporation,

InfraSource Incorporated,

MAI Acquisition Inc.,

Maslonka & Associates, Inc.

AND

Martin Maslonka,

Mark C. Maslonka,

Jon Maslonka,

Justin Campbell,

Joseph Gabbard,

Sidney N. Strauss

and

Thomas B. Tilford

as Sellers

Dated as of

January 16, 2004

Table of Contents

				Page
ARTICLE I THE MERGER				1
Section 1.1		The Merger		1
Section 1.2		The Closing		1
Section 1.3		Effects of the Merger		2
Section 1.4		Conversion of Securities		2
Section 1.5		Exchange of Certificates		3
Section 1.6		Merger Consideration		3
Section 1.7		Holdback		4
Section 1.8		Working Capital Adjustment		5
Section 1.9		Post-Closing Adjustment		6
Section 1.10		Withholding		7
Section 1.11		Adjustments to Prevent Dilution		7
Section 1.12		Further Actions		7
ARTICLE II THE CLOSING				7
Section 2.1		Deliveries by Sellers		7
Section 2.2		Deliveries by the Purchaser		8
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE COMPANY				9
Section 3.1		Share Ownership; Good Title Conveyed		9
Section 3.2		Legal Power of the Sellers		9
Section 3.3		Organization; Qualification of the Company		9
Section 3.4		Binding Agreement; Consents and Approvals; No Conflict, Default or Violation		9
Section 3.5		Capitalization		10
Section 3.6		Financial Statements; Operating Budget		11
Section 3.7		No Undisclosed Liabilities		11
Section 3.8		Books and Records		12
Section 3.9		No Indebtedness		12
Section 3.10		Absence of Certain Changes		12
Section 3.11		Title to Properties; Encumbrances; Condition of Properties		13
Section 3.12		Real Property; Leases		13
Section 3.13		Environmental Matters		14
Section 3.14		Contracts and Commitments		15
Section 3.15		Insurance		16
Section 3.16		Litigation		16
Section 3.17		Compliance with Laws		16
Section 3.18		Employee Benefit Plans		17
Section 3.19		Tax Matters		18
Section 3.20		Intellectual Property		19
Section 3.21		Labor Matters		20
Section 3.22		Employee Matters		20
Section 3.23		Brokers or Finders		22
Section 3.24		Full Disclosure		22
Section 3.25		Accounts Receivable		22
Section 3.26		Disputed Accounts Payable		22
Section 3.27		Customers and Suppliers		22
Section 3.28		Affiliate Transactions		23
Section 3.29		Backlog		23
Section 3.30		Investment Representation		23

Section 3.31		No Material Adverse Change		23
ARTICLE IV [OMITTED]				24
ARTICLE V REPRESENTATIONS AND WARRANTIES OF DEARBORN				24
Section 5.1		Organization; Legal Power; Qualification of Dearborn and Merger Sub		24
Section 5.2		Binding Agreement; Consents and Approvals; No Conflict, Default or Violation		24
Section 5.3		Financial Statements		25
Section 5.4		Capitalization		25
Section 5.5		Brokers or Finders		26
Section 5.6		Full Disclosure		26
ARTICLE VI COVENANTS				26
Section 6.1		Interim Operations of the Company		26
Section 6.2		Access; Confidentiality		28
Section 6.3		Efforts and Actions to Cause Closing to Occur		29
Section 6.4		Notification of Certain Matters		30
Section 6.5		No Solicitation of Competing Transaction		31
Section 6.6		Transfer of the Sellers' Shares		31
Section 6.7		Subsequent Actions		31
Section 6.8		Tax Matters		31
Section 6.9		WARN Act Requirements		33
Section 6.10		Options		34
Section 6.11		Preferred Stock		34
Section 6.12		Assignment of Excluded Claims		34
Section 6.13		Collection of Excluded Claims		34
Section 6.14		Path 15 Contract		34
Section 6.15		Closing Date Debt		34
Section 6.16		GIA		34
Section 6.17		Time Deposit		35
Section 6.18		Registration Rights		35
Section 6.19		By-Law Provision		35
Section 6.20		Post-Cut-Off Date Operations		35
ARTICLE VII CONDITIONS				35
Section 7.1		Conditions to Each Party's Obligation to Effect the Closing		35
Section 7.2		Conditions to Obligations of the Purchaser to Effect the Closing		36
Section 7.3		Conditions to Obligations of the Sellers to Effect the Closing		37
ARTICLE VIII TERMINATION				38
Section 8.1		Termination		38
Section 8.2		Effect of Termination		38
ARTICLE IX INDEMNIFICATION				38
Section 9.1		Survival of Representations and Warranties		38
Section 9.2		Indemnification and Payment of Damages by the Sellers		39
Section 9.3		Indemnification and Payment of Damages by the Purchaser		39
Section 9.4		Limitations		40
Section 9.5		Procedure for Indemnification—Third Party Claims		41
Section 9.6		Establishment and Contesting of Indemnification Liability		42

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Section 9.7		Tax Effect of Indemnification Payments		42
Section 9.8		Right To Set-Off		42
Section 9.9		Payment; Dearborn Stock		42
Section 9.10		No Right of Contribution		43
ARTICLE X DEFINITIONS AND INTERPRETATION				43
Section 10.1		Definitions		43
Section 10.2		Interpretation		50
ARTICLE XI MISCELLANEOUS				51
Section 11.1		Fees and Expenses		51
Section 11.2		Amendment and Modification		51
Section 11.3		Notices		51
Section 11.4		Payments to the Sellers		52
Section 11.5		Counterparts		53
Section 11.6		Entire Agreement; No Third Party Beneficiaries		53
Section 11.7		Severability		53
Section 11.8		Arbitration; Legal Proceedings; Specific Performance		53
Section 11.9		Time of Essence		54
Section 11.10		Extension; Waiver		54
Section 11.11		Election of Remedies		54
Section 11.12		Assignment		55
Section 11.13		Further Assurances		55
Section 11.14		Representative		55
Section 11.15		Joint and Several Liability		55
Exhibits
Exhibit A		Form of Articles of Merger
Exhibit B		Form of Release
Exhibit D		Form of Non-Competition Agreement
Exhibit E		Topics of Legal Opinion of Lewis and Roca LLP
Exhibit F		Topics of Legal Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

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AGREEMENT AND PLAN OF MERGER

        THIS AGREEMENT AND PLAN OF MERGER, dated as of January 16, 2004, is entered into by and among Dearborn Holdings Corporation, a Delaware corporation (" Dearborn " or the " Purchaser "), InfraSource Incorporated, a Delaware corporation and a wholly owned subsidiary of Dearborn (" InfraSource "), for the sole purpose of Section 11.15, MAI Acquisition Inc., an Arizona corporation and a wholly owned subsidiary of InfraSource (" Merger Sub "), Maslonka & Associates, Inc., an Arizona corporation (the "Company"), Martin Maslonka, an individual (" Maslonka "), Mark C. Maslonka, an individual (" Mark "), Jon Maslonka, an individual (" Jon "), Justin Campbell, an individual (" Campbell "), Joseph Gabbard, an individual (" Gabbard "), Sidney N. Strauss, an individual (" Strauss "), and Thomas B. Tilford, an individual (" Tilford "), (each of Maslonka, Mark, Jon, Campbell, Gabbard, Strauss and Tilford, a " Seller ", and together, the " Sellers "). Certain capitalized terms used in this Agreement have the meanings assigned to them in Article IX.

        WHEREAS, the respective Boards of Directors of Dearborn, Merger Sub and the Company have approved this Agreement and deem it advisable and in the best interests of their respective stockholders to enter into a business combination transaction whereby Dearborn shall acquire all of the outstanding capital stock and equity interests of the Company by means of the merger of Merger Sub with and into the Company (the " Merger ") on the terms and conditions set forth herein and in accordance with the Arizona Business Corporation Act (the " ABCA "); and

        WHEREAS, the Sellers own beneficially and of record all of the issued and outstanding equity securities of the Company, consisting of 140,856 shares of common stock, $1.00 par value per share (the " Common Stock ") and 400 shares of preferred stock, $1,000 par value per share, which shall be converted into shares of Common Stock in accordance with Section 6.11 (the " Preferred Stock " and, together with the Common Stock, the " Company Stock ").

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

ARTICLE I

THE MERGER

        Section 1.1     The Merger.     

        (a)   At the Effective Time (as hereinafter defined) and subject to and upon the terms and conditions of this Agreement, Merger Sub shall merge with and into the Company in accordance with the provisions of the ABCA, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the " Surviving Corporation ").

        (b)   The " Effective Time " shall occur upon the filing with the Arizona Corporation Commission of articles of merger (the " Articles of Merger ") substantially in the form attached hereto as Exhibit A and executed in accordance with the applicable provisions of the ABCA, or at such later time as may be agreed to by Dearborn and the Company and specified in the Articles of Merger. The parties will cause the Articles of Merger to be filed with the Arizona Corporation Commission at the Closing as described in Section 1.2 below.

        Section 1.2     The Closing.     The closing of the Merger (the " Closing ") shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 300 S. Grand Avenue, Suite 3400, Los Angeles, California, concurrently with the Effective Time and as soon as reasonably practicable but no later than three Business Days following the satisfaction or waiver of all conditions to closing set forth in Article VII (concurrently with the filing of the Articles of Merger), unless another date or place is agreed to in writing by Dearborn and Maslonka. The date on which the Closing occurs is referred to herein as the " Closing Date ".

        Section 1.3     Effects of the Merger.     

        (a)   The Merger shall have the effects provided in this Agreement, the Articles of Merger and as set forth in Title 10, Chapter 11, Article 1 of the ABCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

        (b)   At the Effective Time, the Articles of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation; provided , however , that, at the Effective Time, Article I of the Articles of Incorporation of the Surviving Corporation shall be amended to read as follows: "The name of the corporation is Maslonka & Associates, Inc.".

        (c)   At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by applicable law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

        (d)   The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal.

        Section 1.4     Conversion of Securities.     At the Effective Time, by virtue of the Merger and without any action on the part of Dearborn, Merger Sub, the Company, or the holders of any of the following securities:

        (a)   Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 1.4(b)) (each, a " Share " and collectively the " Shares ") shall be canceled and shall, subject to Section 1.7, be converted automatically into the right to receive the Per Share Merger Consideration (as defined below) in accordance with the provisions of this Agreement. As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares (or, in the case of Tilford, a certificate representing the Preferred Stock which will have been converted into Common Stock pursuant to Section 6.11 and which will immediately prior to the Effective Time represent the right to receive the Common Stock issuable upon such conversion, with each to be referred to as a " Certificate ") shall cease to have any rights with respect thereto, except for the right to receive, subject to Section 1.7, the Per Share Merger Consideration payable upon surrender of the Certificate (or delivery of a duly executed affidavit of lost certificate and indemnity) that formerly evidenced such Share in the manner provided in this Agreement;

        (b)   Each share of Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and

        (c)   Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

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        Section 1.5     Exchange of Certificates.     

        (a)   At the Effective Time, each holder of a Certificate upon surrender of the same to Dearborn (or delivery of a duly executed affidavit of lost certificate and indemnity), shall, subject to Section 1.7, be entitled to receive (the " Merger Payment ") in exchange therefor the Per Share Merger Consideration in the following form:

          (i)  an amount equal to the Per Share Cash Merger Consideration (as defined below) multiplied by the number of shares of Common Stock of the Company represented by the Certificates; and

         (ii)  a certificate, registered in the name of such holder, for shares of Dearborn Common Stock (as defined below) representing the Per Share Stock Merger Consideration (as defined below) multiplied by the number of shares of Common Stock of the Company represented by the Certificates.

        (b)   Pending such surrender and exchange, a holder's Certificates shall be deemed for all purposes (other than the exchange contemplated by this Section 1.5) to evidence such holder's right to receive the Merger Payment. Upon surrender of a Certificate, together with such documents as may be reasonably requested by Dearborn, such Certificate shall forthwith be cancelled.

        (c)   If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, providing an indemnity against any claim that may be made against it with respect to such Certificate, Dearborn will issue in exchange for such lost, stolen or destroyed Certificate the Merger Payment to which the holders thereof are entitled pursuant to this Section 1.5.

        (d)   Notwithstanding any provision of this Agreement to the contrary, no holder of Shares shall be entitled to receive fractional shares of Dearborn Common Stock and shall receive in lieu thereof, cash in an amount equal to the product of (x) such fractional part of a share of Dearborn Common Stock multiplied by (y) $100.

        (e)   At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to Shares represented by such Certificates, except as otherwise provided in this Agreement or by applicable law.

        Section 1.6     Merger Consideration.     

        (a)     Aggregate Merger Consideration.     Subject to the terms and conditions of this Agreement and to the adjustments set forth herein, the " Aggregate Merger Consideration " shall consist of:

          (i)  Thirty-Three Million Dollars ($33,000,000) in cash plus or minus , as applicable, the Estimated Cash Working Capital Adjustment (as defined below) minus the product of .6 multiplied by the Closing Date Debt (as defined below) (the " Aggregate Cash Merger Consideration "); and

         (ii)  220,000 shares of common stock, $.001 par value per share, of Dearborn (the " Dearborn Common Stock ") plus or minus , as applicable, the Estimated Stock Working Capital Adjustment (as defined below) minus the number of shares of Dearborn Common Stock (rounded to the nearest whole number) obtained by dividing (x) the product obtained by multiplying the Closing Date Debt by .4 by (y) 100 (the " Aggregate Stock Merger Consideration ").

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        (b)     Per Share Merger Consideration.     Subject to the terms and conditions of this Agreement and to the adjustments set forth herein, the " Per Share Merger Consideration " shall consist of:

          (i)  The dollar value obtained by dividing the Aggregate Cash Merger Consideration by the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time (the " Per Share Cash Merger Consideration "); and

         (ii)  The number of shares of Dearborn Common Stock obtained by dividing the Aggregate Stock Merger Consideration by the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time (the " Per Share Stock Merger Consideration ").

        (c)     Aggregate Holdback Amount.     Subject to the terms and conditions of this Agreement and to the adjustments set forth herein, the " Holdback Amount " shall consist of:

          (i)  $6,600,000 (the " Cash Holdback Amount "); and

         (ii)  44,000 shares of Dearborn Common Stock (the " Stock Holdback Amount ").

        Section 1.7     Holdback.     

        (a)     Holdback Amount.     Subject to Section 1.6, this Section 1.7 and Section 9.8, the Cash Holdback Amount and the Stock Holdback Amount (collectively, the " Holdback Amount ") shall be withheld at Closing by Dearborn from the Merger Payment and the Per Share Merger Consideration otherwise payable to Maslonka and Tilford, with 90% of the Cash Holdback Amount and the Stock Holdback Amount to be withheld from Maslonka and 10% of the Cash Holdback Amount and the Stock Holdback Amount to be withheld from Tilford. Subject to the final two sentences of this Section 1.7(a), Section 1.7(b) and Section 9.8, on the 548 ^th day following the Closing Date, Dearborn shall distribute to Maslonka and Tilford, respectively, 90% and 10% of (i) one half of the Cash Holdback Amount by wire transfer of immediately available funds and (ii) certificates representing one half of the shares of Dearborn Common Stock constituting the Stock Holdback Amount. Subject to the final two sentences of this Section 1.7(a), Section 1.7(b) and Section 9.8, on the second anniversary of the Closing Date, Dearborn shall distribute to Maslonka and Tilford, respectively, 90% and 10% of (i) the remainder of the Cash Holdback Amount by wire transfer of immediately available funds and (ii) certificates representing the remainder of the shares of Dearborn Common Stock constituting the Stock Holdback Amount. Each such date is referred to herein as a " Holdback Payment Date ". Notwithstanding anything in this Section 1.7(a) to the contrary, if the Purchaser has given written notice to Maslonka of one or more claims pursuant to Section 1.7(b) or Section 9.2 of this Agreement and all such claims have not been resolved prior to the relevant Holdback Payment Date, Dearborn may withhold from its payment of the portion of the Holdback Amount otherwise payable on the relevant Holdback Payment Date, pending resolution of such claims, an amount of cash and shares of Dearborn Common Stock that represents Dearborn's good faith estimate of the amount to which it would be entitled if it prevailed with respect to such claims (with the allocation of such amount between the Cash Holdback Amount and the Stock Holdback Amount to be determined pursuant to Section 9.9). If, upon final resolution of all such claims, the aggregate amount withheld by Dearborn pursuant to this Section 1.7(a) is greater than the Sellers' aggregate liability with respect to all such claims then Dearborn shall distribute to Maslonka and Tilford an amount in cash or Dearborn Common Stock, as applicable, equal to such difference, with 90% of such amounts distributed to Maslonka and 10% of such amounts distributed to Tilford.

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        (b)     Path 15 Performance Set-Off.     A portion of the Holdback Amount shall be subject to forfeiture by the Sellers and retention by the Purchaser as set forth in this Section 1.7(b):

          (i)  if the Aggregate Gross Margin actually received by the Company pursuant to the Engineering, Procurement and Construction of Los Banos-Gates 500-kV Transmission Line (Path 15) Contract (the " Path 15 Contract ") as of the later of (x) the 90 ^th day following completion of the Path 15 Contract and (y) payment to the Company of all retainage and retention it is due and settlement of all claims and disputes with respect to the Path 15 Contract is less than $[*] but greater than $[*], then $2,750,000 of the Holdback Amount shall be forfeited and shall be retained by the Purchaser (with the allocation of such amount between the Cash Holdback Amount and Stock Holdback Amount to be determined pursuant to Section 9.9); and

         (ii)  if the Aggregate Gross Margin actually received by the Company pursuant to the Path 15 Contract as of the later of (x) the 90 ^th day following completion of the Path 15 Contract and (y) payment to the Company of all retainage and retention it is due and settlement of all claims and disputes with respect to the Path 15 Contract is less than $[*], then $5,500,000 of the Holdback Amount shall be forfeited and shall be retained by the Purchaser (with the allocation of such amount between the Cash Holdback Amount and Stock Holdback Amount to be determined pursuant to Section 9.9).

*

This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission.

        (c)   The Cash Holdback Amount shall bear simple interest from the Closing Date through the date of payment at the six month London Interbank Offered Rate ("LIBOR") as published in the Wall Street Journal as of the Closing Date, which rate shall adjust on the first Business Day of every sixth month after the Closing Date to the then current LIBOR; provided , however , that interest will be computed as if only such portion of the Cash Holdback Amount, if any, as is ultimately paid to Maslonka and Tilford in accordance with the terms of this Agreement was outstanding since the Closing Date.

        (d)   All distributions and dividends, whether in the form of cash, securities or other property, issued on or with respect to the Stock Holdback Amount and all other dividends and distributions thereon shall be subject to set-off in accordance with the terms of this Agreement and shall constitute part of the Stock Holdback Amount. Upon release of any portion of the Stock Holdback Amount, distributions and dividends paid on the stock released shall also be released. Prior to set-off, if any, in accordance with the terms of this Agreement, Maslonka and Tilford, as applicable, shall be treated as the beneficial owner of the Stock Holdback Amount for tax purposes. Prior to set-off, if any, in accordance with the terms of this Agreement, all voting rights with respect to the Stock Holdback Amount may be exercised by Maslonka or Tilford, as applicable, in accordance with the Delaware General Corporation Law. In the event of forfeiture or set-off in accordance with the terms of this Agreement, Dearborn is authorized to use the blank stock powers to effect the transfer of the Stock Holdback Amount to Dearborn or the Indemnified Party entitled thereto. In the event of forfeiture or set-off in accordance with the terms of this Agreement, Maslonka and Tilford shall execute such additional documents and instruments as reasonably requested by Dearborn or the Indemnified Party to effect the transfer of the Stock Holdback Amount.

        Section 1.8     Working Capital Adjustment.     

        (a)   Not less than three (3) Business Days prior to the scheduled Closing, the Company, after consultation with the Purchaser, will deliver to the Purchaser a notice indicating its good faith estimate of the Net Working Capital of the Company as of the Cut-Off Date, (the " Estimated Net

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Working Capital "), along with a certificate of a duly authorized officer of the Company certifying the foregoing.

        (b)   The " Estimated Working Capital Adjustment " shall be the dollar value (whether positive or negative) obtained by subtracting $2,700,000 from the Estimated Net Working Capital, which, if positive, shall be added to the Aggregate Merger Consideration and, if negative, shall be subtracted from the Aggregate Merger Consideration. The " Estimated Cash Working Capital Adjustment " shall equal the dollar value (whether positive or negative) obtained by multiplying the Estimated Working Capital Adjustment by 0.6. The " Estimated Stock Working Capital Adjustment " shall equal the number of shares (whether positive or negative, rounded to the nearest whole number) of Dearborn Common Stock obtained by dividing (x) the product obtained by multiplying the Estimated Working Capital Adjustment by 0.4 by (y) 100.

        Section 1.9     Post-Closing Adjustment.     

        (a)   As promptly as practicable after the Closing (but in no event later than sixty (60) Business Days following the Closing Date), Dearborn shall, after consultation with Maslonka and the financial officer of the Company responsible for preparation of the calculation of Estimated Net Working Capital, cause to be prepared and delivered to Maslonka (x) the balance sheet of the Company as of the close of business on the Cut-Off Date, prepared in accordance with GAAP consistently applied (except to the extent that the line items contained therein vary from GAAP as set forth in the definition of Net Working Capital, in which case, preparation of such line items shall be as so varied) (the " Cut-Off Date Balance Sheet "), and (y) a calculation of (1) the Cut-Off Date Net Working Capital based on the Cut-Off Date Balance Sheet and (2) the Adjustment Amount (the " Adjustment Amount Calculation "), specifying in reasonable detail such calculations.

          (i)  Within ten (10) Business Days after delivery to Maslonka of the Cut-Off Date Balance Sheet and the Adjustment Amount Calculation, Maslonka shall have the right to furnish to Dearborn a statement (the " Objection Notice ") setting forth in reasonable detail any objections he has to the Cut-Off Date Balance Sheet and the Adjustment Amount Calculation. Maslonka may object to the Cut-Off Date Balance Sheet and the Adjustment Amount Calculation solely on the basis of computational errors or that it was not prepared in accordance with GAAP, as modified by the definition of Net Working Capital. If no Objection Notice is delivered to Dearborn within such 10 Business Day period or if Maslonka notifies Dearborn in writing that the Cut-Off Date Balance Sheet and the Adjustment Amount Calculation is acceptable, then the Cut-Off Date Balance Sheet and the Adjustment Amount Calculation shall be deemed to have been accepted by the Sellers and shall become final and binding upon the parties hereto.

         (ii)  If within thirty (30) Business Days after the delivery of the Objection Notice, Dearborn and Maslonka are unable to agree to the Cut-Off Date Balance Sheet, an Adjustment Amount and Adjustment Amount Calculation, the Chicago office of PricewaterhouseCoopers LLP or, if it is unable or unwilling to serve, another nationally recognized accounting firm mutually acceptable to Dearborn and Maslonka (the " Independent Firm ") shall be engaged to resolve any disputes regarding the Cut-Off Date Balance Sheet, the Adjustment Amount or the Adjustment Amount Calculation. Dearborn and Maslonka will direct the Independent Firm to render a determination within twenty (20) Business Days of its retention, and Dearborn and Maslonka and their respective agents will cooperate with the Independent Firm during its engagement. The Independent Firm will consider only those issues related to the Cut-Off Date Balance Sheet, the Adjustment Amount or Adjustment Amount Calculation that Dearborn and Maslonka have been unable to resolve. The determination of the chosen Independent Firm will be conclusive and shall become final and

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binding upon the parties hereto and any amounts owing as a result thereof shall be paid in accordance with subparagraph (b) below. The Sellers (jointly and severally) and Dearborn shall each pay one half of the fees and expenses of such Independent Firm.

        (b)   If the Adjustment Amount is a positive number, Dearborn shall pay to the Sellers within five (5) Business Days of the final determination of the Adjustment Amount in accordance with subparagraph (a) above the Cash Adjustment Amount (with simple interest from the Closing Date through the date of payment at the Applicable Interest Rate) and the Stock Adjustment Amount. If the Adjustment Amount is a negative number, the Sellers shall jointly and severally pay to Dearborn within five (5) Business Days of the final determination of the Adjustment Amount in accordance with subparagraph (a) above the Cash Adjustment Amount (with simple interest from the Closing Date through the date of payment at the Applicable Interest Rate) and the Stock Adjustment Amount. The " Cash Adjustment Amount " shall equal the dollar value obtained by multiplying the absolute value of the Adjustment Amount by 0.6. The " Stock Adjustment Amount " shall equal the number of shares (rounded down to the nearest whole number) of Dearborn Common Stock obtained by dividing (x) the product obtained by multiplying the absolute value of the Adjustment Amount by 0.4 by (y) 100.

        Section 1.10     Withholding.     Notwithstanding anything herein to the contrary, Dearborn or InfraSource, on behalf of the Company, shall each (without duplication) be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as required to be deducted and withheld with respect to any of the Transactions under any provision of Federal, state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made.

        Section 1.11     Adjustments to Prevent Dilution.     In the event of any reclassification, stock split (including a reverse split), stock dividend or recapitalization affecting the Dearborn Common Stock, the Per Share Stock Merger Consideration and the denominator used in all formulae herein to arrive at numbers of shares of Dearborn Common Stock will be adjusted appropriately to provide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such event.

        Section 1.12     Further Actions.     If, at any time after the Effective Time, the Surviving Corporation considers or is advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties, or assets of either the Company or Merger Sub, or otherwise to carry out the intent and purposes of this Agreement, the officers and directors of the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of each of the Company and Merger Sub, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of the Company and Merger Sub, all such other actions and things as the Board of Directors of the Surviving Corporation may determine to be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out the intent and purposes of this Agreement.

ARTICLE II

THE CLOSING

        Section 2.1     Deliveries by Sellers.     At the Closing, the Sellers shall deliver to the Purchaser:

        (a)   certified copies of resolutions of the board of directors and shareholders of the Company authorizing the execution and delivery of this Agreement and consummation of the Transactions;

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        (b)   a copy of the charter and bylaws of the Company which, in the case of the charter, is certified as of a recent date by the Arizona Corporation Commission;

        (c)   a Non-Competition Agreement duly executed by each of Maslonka, Michael Maslonka, Mark, Jon, Campbell and Gabbard;

        (d)   the opinion of counsel referred to in Section 7.2(d) hereof;

        (e)   the compliance certificates referred to in Section 7.2(d) hereof;

        (f)    a certification of non-foreign status for each Seller in the form and manner which complies with the requirements of Section 1445 of the Code and the regulations promulgated thereunder;

        (g)   any other certifications which may be required under applicable law stating that no Taxes are due to any taxing authority for which the Purchaser could have liability to withhold and pay with respect to the transfer of Shares to the Purchaser pursuant to this Agreement;

        (h)   an executed counterpart to the Stockholders' Agreement duly executed by each Seller;

        (i)    the Certificates, or affidavits of lost or stolen stock certificates representing the Shares and indemnities;

        (j)    all other previously undelivered documents required to be delivered by this Agreement and the other Documents by a Seller or the Company to the Purchaser at or prior to the Closing in connection with the Transactions;

        (k)   a general and unconditional release in favor of the Company in the form of Exhibit B hereto duly executed by each Seller;

        (l)    a true and complete schedule of the Closing Date Debt and the calculation thereof;

        (m)  payoff letters from each Person that is owed Closing Date Debt; and

        (n)   stock powers in blank, executed by each of Maslonka and Tilford, to be used to transfer the Stock Holdback Amount in the event of forfeiture or set-off in accordance with the terms of this Agreement.

        Section 2.2     Deliveries by the Purchaser.     At the Closing, the Purchaser shall deliver or cause to be delivered to each Seller, or on behalf of a Seller as provided in Section 2.2(a)(i)(z):

        (a)   (i) a wire transfer of immediately available funds to one or more bank accounts designated by Representative on behalf of each Seller no fewer than two (2) days prior to the Closing Date in an amount equal to the difference of (y) the Per Share Cash Merger Consideration multiplied by the number of Shares owned by such Seller minus (z) the amount, if any, set forth across from such Seller's name on Part 3.10(l), Item 1, of the Disclosure Schedule (including, with respect to Maslonka only, the amount set forth across from the name of EC Source, LLC), which amount shall be delivered by the Purchaser to the Company, and (ii) certificates for Dearborn Common Stock registered in the name of such Seller representing the Per Share Stock Merger Consideration multiplied by the number of Shares owned by such Seller;

        (b)   the compliance certificate referred to in Section 7.3(d);

        (c)   the opinion of counsel referred to in Section 7.3(d);

        (d)   a counterpart signature page to the Stockholders' Agreement duly executed by Dearborn; and

        (e)   such other documents as are required by this Agreement and the other Documents to be delivered by the Purchaser to such Seller.

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ARTICLE III

REPRESENTATIONS AND
WARRANTIES OF THE SELLERS AND THE COMPANY

        Except as otherwise provided in the Disclosure Schedule, each Seller represents and warrants to InfraSource and Dearborn that all of the statements contained in this Article III are true and complete as of the date of this Agreement (or, if made as of a specified date, as of such date). Each exception set forth in the Disclosure Schedule and each other response to this Agreement set forth in the Disclosure Schedule is identified by reference to, or has been grouped under a heading referring to, a specific individual section of this Agreement and relates only to such section.

        Section 3.1     Share Ownership; Good Title Conveyed.     Each Seller is the record and beneficial owner of, and has good, valid and marketable title to, the number and type of Shares set forth opposite such Seller's name on Part 3.1 of the Disclosure Schedule. Such Shares and the certificates representing such Shares are now, and at all times through the Closing shall be, held by such Seller, or by a nominee or custodian for the sole and exclusive benefit of such Seller, free and clear of all Encumbrances, except for Encumbrances created by this Agreement and Encumbrances arising under the Securities Act or state securities laws. No Seller owns any securities, equity, debt, convertible or otherwise, issued by the Company which are not listed on Part 3.1 of the Disclosure Schedule. The Shares will, as of the Closing, constitute all of the outstanding securities, equity, debt, convertible or otherwise, of the Company.

        Section 3.2     Legal Power of the Sellers.     Each Seller is competent and has all requisite power and authority to execute, deliver and perform this Agreement and the other Documents to which such Seller is a party and to consummate the Transactions.

        Section 3.3     Organization; Qualification of the Company.     The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Arizona; (ii) has full corporate power and authority to carry on its business as it is being conducted and to own and use the properties and assets it now owns; (iii) is duly qualified or licensed to do business as a foreign corporation in good standing in every jurisdiction in which the ownership and use of its property or the conduct of its business requires such qualification, except where the failure to so qualify could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iv) has all requisite power and authority to execute and deliver this Agreement and the other Documents to which the Company is a party and perform its obligations hereunder and thereunder, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Documents to which the Company is a party. The Sellers have heretofore delivered to the Purchaser complete and correct copies of the Articles of Incorporation and Bylaws of the Company as presently in effect. Part 3.3 of the Disclosure Schedule sets forth each jurisdiction in which the Company is qualified to do business as a foreign corporation. The Company is not obligated to purchase, and does not own, directly or indirectly, any equity securities or securities convertible into or exchangeable or exercisable for equity securities of any Person or have any direct or indirect equity or ownership interest in any Person.

        Section 3.4     Binding Agreement; Consents and Approvals; No Conflict, Default or Violation.     

        (a)   Each of this Agreement and the other Documents to which the Company or any Seller is a party has been duly executed and delivered by the Company or such Seller, as the case may be, and constitutes a legal, valid and binding obligation of the Company or such Seller, as the case may be, enforceable against the Company or such Seller, as the case may be, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general

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principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

        (b)   Neither the execution, delivery or performance of this Agreement or any other Document by any Seller or the Company nor the consummation by any Seller or the Company of any of the Transactions will, directly or indirectly (with or without notice of lapse of time or both):

          (i)  contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Company, or (B) any resolution adopted by the board of directors or shareholders of the Company;

         (ii)  contravene, conflict with, or result in a violation of, or give any Governmental Entity or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement to which any Seller or the Company, or any of the assets owned or used by the Company, may be subject;

        (iii)  contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of, or any of the assets owned or used by, the Company;

        (iv)  contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract or contract to which any Seller is a party; or

         (v)  result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by the Company.

        (c)   Neither the Company nor any Seller is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution, delivery or performance of this Agreement or the other Documents or the consummation of any of the Transactions.

        (d)   The affirmative vote of the holders of a majority of the shares of Common Stock entitled to be cast with respect to the Merger is the only vote of the holders of any class or series of the securities necessary to approve this Agreement and the Transactions.

        (e)   The Board of Directors of the Company has (i) adopted resolutions approving this Agreement and the Transactions, including the Merger, (ii) determined that this Agreement and the Transactions, including the Merger, are advisable and fair to and in the best interests of the shareholders of the Company, (iii) recommended approval of this Agreement and the Transactions, including the Merger, to the shareholders of the Company and (iv) submitted this Agreement to the Company's shareholders for their approval. The shareholders of the Company have unanimously duly approved and adopted this Agreement in accordance with the ABCA. No shareholder of the Company is entitled to appraisal rights, dissenters' rights, or similar rights in connection with the Transactions.

        Section 3.5     Capitalization.     The authorized capital stock of the Company consists of 1,000,000 shares of Common Stock and 400 shares of Preferred Stock. As of the date hereof, 140,856 shares of Common Stock and 400 shares of Preferred Stock are issued and outstanding. As of the Closing Date and giving effect to the conversion of the Preferred Stock, 158,988 shares of Common Stock and no shares of Preferred Stock will be issued and outstanding. Except as set forth immediately above, (i) there are no equity securities of the Company authorized, issued or outstanding, (ii) there are no existing options, warrants, calls, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued equity securities of the Company, obligating the Company to issue, transfer or sell or cause to be issued, transferred or

10

sold any equity securities of, the Company or securities convertible into or exchangeable or exercisable for such equity securities, or obligating the Company to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment (collectively, " Options ") and (iii) there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Shares or other equity securities of the Company or any Person or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. All outstanding shares of Company Stock have been duly authorized, validly issued and are fully paid and nonassessable. All securities of the Company outstanding as of the Closing Date have been issued in compliance with state and federal securities laws. There are no voting trusts or other agreements or understandings to which such Seller or the Company is a party with respect to the voting of the equity securities of the Company.

        Section 3.6     Financial Statements; Operating Budget.     

        (a)    Part 3.6(a) of the Disclosure Schedule sets forth complete and accurate copies of (i) the audited balance sheet of the Company as of December 31, 2002 (the " Balance Sheet Date ", and such audited December 31, 2002 balance sheet, the " Balance Sheet "), the unaudited balance sheets of the Company as of December 31, 2001 and December 31, 2000 and the related unaudited statements of income, stockholders' equity and cash flows for the respective years then ended, together with, in the case of the audited financial statements, a true and correct copy of the report on such audited information by the Company's independent accountants for such time periods and all auditors' reports to management and any management responses thereto, (ii) the unaudited balance sheets of the Company as of September 30, 2003 and as of November 30, 2003, and (iii) the unaudited statements of income, stockholders' equity and cash flows for the nine (9) months ended September 30, 2003, and the eleven months ended November 30, 2003, (all of the financial statements referred to in this Section 3.6(a) being hereinafter collectively referred to as the " Financial Statements "). The unaudited Financial Statements for the year ended December 31, 2001 were reviewed by Harrell & Kimbler, CPA's PC (" H&K ")although no audit report was issued and Part 3.6(a) of the Disclosure Schedule sets forth the work product generated by H&K in connection with such review.

        (b)   The Financial Statements, including the notes thereto, have been prepared from, are in accordance with and accurately reflect the books and records of the Company. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during the periods presented (except as may be stated in the notes thereto) and present fairly the financial condition and results of operations and cash flows of the Company as of the dates and for the periods referred to therein (subject, in the case of unaudited statements, to the absence of notes and normally recurring year-end audit adjustments that are not material either individually or in the aggregate). All revenue reported in the Financial Statements is properly recorded in the accounting period to which it relates in accordance with GAAP.

        (c)    Part 3.6(c) of the Disclosure Schedule sets forth a complete and accurate copy of the Company's estimated projection of revenues and expenses for existing projects only for the year ending 2004 (the " Budget "). No representation or warranty is made with respect to the Budget other than that it was prepared in good faith based on Maslonka's experience in the industry and historical operations of the Company.

        Section 3.7     No Undisclosed Liabilities.     The Company has no Liabilities, except (a) as and to the extent reflected or reserved against on the Balance Sheet and (b) current liabilities incurred since the Balance Sheet Date in the ordinary course of business, consistent with past practice or in connection with the Transactions and included in the calculation of Estimated Net Working Capital and Cut-Off Date Net Working Capital. The reserves reflected in the Financial Statements are adequate, appropriate and reasonable and have been calculated in a consistent manner.

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        Section 3.8     Books and Records.     The books and records of the Company are complete and correct in all material respects and have been maintained in accordance with sound business practices, including the maintenance of an adequate system of internal controls. True and complete copies of all minute books and all stock record books of the Company have heretofore been delivered to the Purchaser.

        Section 3.9     No Indebtedness.     Giving effect to the payment of the Closing Date Debt in accordance with Section 6.15, except as set forth in Part 3.9 of the Disclosure Schedule and included in the calculation of Estimated Net Working Capital and Cut-Off Date Net Working Capital, on or prior to the Closing Date, the Company will have fully repaid or released, or caused to be fully paid or released (in each case without any continuing obligation or Liability of the Company), any and all Indebtedness payable by the Company to any Person (including, without limitation, to banks, the Sellers and any of their Affiliates) and will have caused to be terminated and released any associated Encumbrances.

        Section 3.10     Absence of Certain Changes.     Since the Balance Sheet Date and except as required by this Agreement, the Company has conducted its business only in the normal and ordinary course in a manner consistent with past practice and there has not been any:

        (a)   change in the Company's authorized or issued equity securities; grant of any option or right to purchase equity securities of the Company; issuance of any security convertible into or exchangeable or exercisable for such equity securities; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any equity securities; or declaration or payment of any dividend or other distribution or payment in respect of equity securities;

        (b)   amendment to the articles of incorporation or bylaws of the Company;

        (c)   payment by the Company of any bonuses or any increases in or acceleration of any bonus, salary or other compensation payments to any Seller, director, officer, consultant or executive employee or entry into any employment, severance, or similar Contract with any director, officer, consultant or executive employee, in each case other than as disclosed in Part 3.22 of the Disclosure Schedule;

        (d)   adoption of, or increase in the payments to or benefits under, any Plan;

        (e)   entry into, termination of, or receipt of notice (oral or written) of termination of any Contract or transaction involving a total remaining commitment by or to the Company of greater than $250,000 individually or in the aggregate (counting obligations or liabilities arising from one transaction or a series of similar transactions, and all periodic installments or payments under any lease or other agreement providing for periodic installments or payments, as a single obligation or liability), or increase, or change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves;

        (f)    cancellation or waiver of any claims or rights with a value to the Company greater than $250,000 individually or in the aggregate;

        (g)   change in the accounting methods or practices used by the Company; or any new election or change in any existing election relating to Taxes, settlement of any claim or assessment relating to Taxes, consent to any claim or assessment relating to Taxes, or waiver of the statute of limitations for any such claim or assessment;

        (h)   write-down or write-off as uncollectible any notes or accounts receivable, except for immaterial write-downs and write-offs in the ordinary course of business and consistent with past practice;

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        (i)    disposal or lapse of any Intellectual Property or the rights to use any Intellectual Property, or disposal of or disclosure to any Person other than employees of the Company and representatives of the Purchaser any Trade Secret;

        (j)    granting of any general increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer or employee except as required by written agreement;

        (k)   declaration, payment or setting aside for payment of any dividend or other distribution in respect of its capital stock or redemption, purchase other acquisition, directly or indirectly, of any shares of capital stock or other securities of the Company;

        (l)    payment, loan or advance of any amount to, or sale, transfer or lease of any properties or assets (real, personal or mixed, tangible or intangible) to, or agreement or arrangement with, any of its officers or directors or any Affiliate or Associate of any of its officers or directors except for directors' fees and compensation to officers at rates not exceeding the rates of such fees and compensation paid during the year ended December 31, 2002;

        (m)  change in the methods, practices, or timing of the Company's collection of receivables or payment of payables other than any such changes in accordance with the terms of the underlying contracts; or

        (n)   agreement, whether oral or written, by the Company to do any of the foregoing.

        Section 3.11     Title to Properties; Encumbrances; Condition of Properties.     The Company has good, valid and marketable title to all the properties and assets that it purports to own (tangible and intangible) including all the properties and assets reflected in the Balance Sheet (except for property sold since the Balance Sheet Date in the ordinary course of business) and all of the properties and assets purchased or otherwise acquired by the Company since the Balance Sheet Date are free and clear of all Encumbrances, except Permitted Liens. The rights, properties and other assets presently owned, leased or licensed by the Company include all such rights, properties and other assets necessary to permit the Company to conduct its business in all material respects in the same manner as such business has been conducted prior to the date hereof and to perform under existing contracts. The vehicles and equipment owned or used by the Company are in good operating condition and repair (normal wear and tear experienced in the Company's ordinary course of business excepted) and are adequate for the uses to which they are being put. None of such vehicles or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs which are not material in nature or cost.

        Section 3.12     Real Property; Leases.      Part 3.12 of the Disclosure Schedule contains a list of any Real Property owned by the Company (the " Owned Real Property "), and all leases and agreements for the rental of Real Property to which the Company is a party (as lessor or lessee) or, to the Knowledge of the Company or the Sellers, by which such Real Property may be bound (the " Leased Real Property "). The Company has good and marketable title to the Owned Real Property, and has valid and existing leasehold interests in all of the Leased Real Property that it possesses, operates or occupies (or has similar rights to possess, operate or occupy). All Owned Real Property is free and clear of all Encumbrances, except for Permitted Liens. A true and complete copy of each Lease has heretofore been delivered to the Purchaser. Each Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect. The leasehold estate created by each Lease is free and clear of all Encumbrances, except for Permitted Liens. There are no existing defaults by the Company under any of the Leases. No event has occurred that (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default under any Lease. No modification of the rights or obligations of the lessee under any Lease is required to obtain the

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Consent of the lessor under each Lease. The Leased Real Property (including, without limitation, all building, structures, improvements and fixtures located thereon, thereunder, thereover or therein, and all appurtenances thereto and other aspects thereof): (1) is in good operating condition and repair and is structurally sound and free of defects, with no material alterations or repairs being required thereto under applicable law or insurance company requirements; and (2) is otherwise suitable, sufficient, adequate and appropriate in all respects (including, physical, structural, operational, legal, practical or otherwise) for its current use, operation and occupancy, except for such failures as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No condemnation, eminent domain, or similar proceeding exists, is pending or, to the Knowledge of the Sellers, is threatened, with respect to or that could affect, any Leased Real Property, except for such proceedings as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

        Section 3.13     Environmental Matters.     

        (a)   The Company is in material compliance with all applicable Environmental Laws. Such compliance includes, but is not limited to, the possession by the Company of all permits and other governmental authorizations required under all applicable Environmental Laws, and compliance with the terms and conditions thereof. All Permits currently held by the Company pursuant to the Environmental Laws are identified in Part 3.13(a) of the Disclosure Schedule.

        (b)   The Company has not received any communication (written or oral), whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that the Company is not in full compliance with any Environmental Laws, and there are no circumstances that may prevent or interfere with such full compliance in the future. The Sellers have delivered to the Purchaser prior to the execution of this Agreement all information that is in the possession of or reasonably available to the Sellers or the Company regarding environmental matters pertaining to, or the environmental condition of, the Company or the compliance (or non-compliance) by the Company with any Environmental Laws.

        (c)   There are no Environmental Claims pending or, to the Knowledge of the Company or the Sellers, threatened against the Company or any person or entity for whom the Company may have liability by law or contract.

        (d)   There are no past or present actions, activities, circumstances, conditions, events or incidents, including the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that could form the basis of any Environmental Claim against the Company or against any Person whose liability for any Environmental Claim the Company has retained or assumed either contractually or by operation of law.

        (e)   Without in any way limiting the generality of the foregoing, (i) all on-site and off-site locations where the Company has (previously or currently) stored, disposed or arranged for the disposal of Materials of Environmental Concern are identified in Part 3.13(e) of the Disclosure Schedule, (ii) all underground storage tanks, and the capacity and contents of such tanks are identified in Part 3.13(e) of the Disclosure Schedule, (iii) there is no asbestos contained in or forming part of any building, building component, structure or office space owned, leased, operated or controlled by the Company, and (iv) no PCBs or PCB-containing items are used or stored at any property owned, leased, operated or controlled by the Company.

        (f)    The Sellers have has provided to the Purchaser all environmental-related assessments, reports, data, results of investigations or audits, such as Phase I or Phase II reports and other written documentation that is in the possession of or reasonably available to the Company regarding the environmental condition of, or the compliance (or noncompliance) by the Company with any Environmental Laws.

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        (g)   The Company is not subject to any Environmental Laws requiring, (i) the performance of a site assessment for Materials of Environmental Concern, (ii) the removal or remediation of Materials of Environmental Concern, (iii) the giving of notice to or receipt of approval from any governmental authority, or (iv) the recording of or delivery to any person or entity any disclosure document or statement pertaining to environmental matters by virtue of the Transactions or as a condition to the effectiveness of any of the Transactions.

        Section 3.14     Contracts and Commitments.     

        (a)    Part 3.14(a) of the Disclosure Schedule sets forth a complete and accurate list and (in the case of oral Contracts) description of each Applicable Contract (i) with Persons to whom the Company is required to make aggregate payments in any twelve- month period in excess of $250,000, (ii) with Persons to whom the Company has sent invoices in respect of, or from whom the Company has received, aggregate revenues during any twelve-month period in excess of $250,000, (iii) with Persons from whom the Company expects to receive aggregate revenues in excess of $250,000 as reflected in the Budget, (iv) that is otherwise material to the Company or (v) that was entered into other than in the normal and ordinary course of business consistent with past practice. The Company has not received any notice (oral or written) from any party to any such Contract of the termination or threatened termination thereof. Each such Contract is in full force and effect and is enforceable in accordance with its terms. Upon the consummation of the Transactions, each such Contract will remain in full force and effect. With respect to each such Contract, there is not any default or event that, with notice or lapse of time or both, would constitute a default on the part of the Company (nor, to the Knowledge of the Company or the Sellers, on the part of any other party thereto).

        (b)   The Sellers have provided to the Purchaser a complete and accurate copy of each written Contract set forth in the Disclosure Schedule.

        (c)    Part 3.14(c) of the Disclosure Schedule sets forth a schedule of all work in process as of November 30, 2003 and indicates the contract under which such work is being performed and projected gross revenue and projected gross margin from each such project. To the Knowledge of the Company and the Sellers taking into account Maslonka's experience in the industry, the current status of each such project and the Company's relationship with each customer for whom such work is being performed, the Company will realize the projected gross revenues and projected gross margins from each such project and no facts or circumstances exist that could reasonably be expected to materially and adversely affect the Company's ability to achieve such projected gross revenues and gross margins. The schedule of all work in process that will be used in preparing the Cut-Off Date Balance Sheet will indicate projected gross revenue and projected gross margin from each project. To the Knowledge of the Company and the Sellers taking into account Maslonka's experience in the industry, the status of each such project as of the Cut-Off Date and the Company's relationship as of the Cut-Off Date with each customer for whom such work is being performed, the Company will realize the projected gross revenues and projected gross margins from each such project and no facts or circumstances will exist as of the Cut-Off Date that could reasonably be expected to materially and adversely affect the Company's ability to achieve such projected gross revenues and gross margins.

        (d)   The Company does not have any outstanding Contracts with shareholders, directors, officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors or dealers that are not cancelable by it on notice of not longer than thirty (30) days and without Liability, penalty or premium or any agreement or arrangement providing for the payment of any bonus or commission based on sales or earnings.

        (e)   The Company is not party to any employment agreement, or any other agreement, that contains any severance or termination pay Liabilities or obligations.

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        (f)    The Company does not have outstanding any loan to any Person. The Company does not have outstanding any agreement to acquire any debt obligations of others.

        (g)   The Company is not restricted by agreement from carrying on its business anywhere in the world.

        (h)   The Company does not have any Liabilities, as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise, in respect of the obligation of any Person.

        (i)    The Company is not party to any Contract pursuant to which it (w) has agreed to indemnify another Person for consequential damages, (x) has provided a product or service warranty, (y) has agreed to perform work on a fixed-cost basis or (z) could be liable for liquidated damages.

        Section 3.15     Insurance.      Part 3.15(a) of the Disclosure Schedule sets forth (a) a true and complete list and description of all insurance policies, other insurance arrangements and other contracts or arrangements for the transfer or sharing of insurance risks by the Company in force on the date hereof with respect to the business or assets of the Company, together with a statement of the aggregate amount of claims paid out, and claims pending, under each such insurance policy or other arrangement through the date hereof and (b) a description of such risks that the Company has designated as being self-insured. The Company has policies of insurance of the type and in amounts customarily carried by Persons conducting businesses or owning assets similar to those of the Company. All such policies are in full force and effect, all premiums due thereon have been paid by the Company, and the Company is otherwise in compliance in all material respects with the terms and provisions of such policies. Furthermore, (a) the Company has not received any notice of cancellation or non-renewal of any such policy or arrangement nor is the termination of any such policy or arrangements threatened, (b) there is no claim pending under any of such policies or arrangements as to which coverage has been questioned, denied or disputed by the underwriters of such policies or arrangements, (c) the Company has not received any notice or indication from any of its insurance carriers that any insurance premiums will be increased in the future or that any insurance coverage presently provided for will not be available to the Company in the future on substantially the same terms as now in effect and (d) none of such policies or arrangements provides for any retrospective premium adjustment, experienced-based liability or loss sharing arrangement affecting the Company.

        Section 3.16     Litigation.     There is no action, suit, inquiry, proceeding or investigation (a " Proceeding ") by or before any court or governmental or other regulatory or administrative agency or commission pending or, to the Knowledge of the Sellers or the Company, threatened against or involving the Company, or which questions or challenges or may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions and there is no valid basis for any such action, proceeding or investigation. The Company is not subject to any judgment, order or decree which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

        Section 3.17     Compliance with Laws.     The Company has complied in a timely manner and in all material respects with all Legal Requirements that affect the Company or its properties or assets, and no notice, charge, claim, action or assertion has been received by the Company or has been filed, commenced or, to the Knowledge of the Company or the Sellers, threatened against the Company alleging any material violation of any Legal Requirements. All material Governmental Authorizations required under all Legal Requirements to be held or secured by the Company are in full force and effect and will continue to be so upon consummation of the Transactions. The Permits listed in Part 3.17 of the Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner the Company currently conducts and operates such businesses and to permit the Company to own and use its assets in the manner in which the Company currently owns and uses such assets.

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        Section 3.18     Employee Benefit Plans.     

        (a)    Part 3.18(a) of the Disclosure Schedule sets forth a true and complete list of each Plan. Neither the Company nor any ERISA Affiliate has any plan or commitment, whether legally binding or not, to create any additional Plan or modify or change any existing Plan that would affect any current or former employee, consultant or director of the Company or any ERISA Affiliate.

        (b)   The Sellers have delivered to Purchaser, with respect to all Plans, where applicable, true, complete and correct copies of the following: (i) all Plan documents (including all amendments thereto) for each written Plan or a written description of any Plan that is not otherwise in writing and the most recent summary plan description and any subsequent summaries of material modifications or other material employee communications discussing any employee benefit provided thereunder; (ii) Forms 5500 as filed with the IRS for the most recent three Plan years; (iii) all trust agreements with respect to the Plans; (iv) a copy of the most recent Summary Plan Description (" SPD "), together with all Summaries of Material Modification issued with respect to such SPD, if required under ERISA, with respect to each Plan, and all other material employee communications relating to each plan; (v) copies of any contracts with service providers and insurers providing benefits for participants or liability insurance or bonding for the sponsors, administrators or trustees of any Plan; (vi) the most recent effective IRS determination letter for all Plans qualified under Code Section 401(a); and (vii) all handbooks, manuals, and similar documents governing material employment policies, practices and procedures.

        (c)   With respect to each Plan: (i) each Plan has been administered in compliance in all material respects with its terms including, but not limited to, any provisions relating to contributions thereunder, and is in compliance in all material respects with the applicable provisions of ERISA, the Code and all other federal, state and other applicable laws, rules and regulations, as they relate to such Plans (including, without limitation, provisions relating to funding, filing, termination, reporting, disclosure and continuation coverage obligations pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (" COBRA ") or the Health Insurance Portability Accountability Act of 1996, as amended (" HIPAA "), or any similar provision of state law applicable to their employees); (ii) there are no proceedings, suits or claims (other than routine claims for benefits) pending, or to the Knowledge of the Company or the Sellers, threatened with respect to any Plan, the assets of any trust thereunder, or the Plan sponsor or the Plan administrator with respect to the design or operation of any Plan; (iii) there is no pending or, to the Knowledge of the Company or the Sellers, threatened proceeding, investigation or inquiry involving any Plan before the IRS, the DOL or any other governmental authority; (iv) with respect to each Plan which is intended to be "qualified" within the meaning of Section 401(a) of the Code is so qualified, and any trust created pursuant to any such Plan is exempt from federal income tax under Section 501(a) of the Code and the IRS has issued each such Plan a favorable determination letter which is currently applicable; (v) neither the Company nor the Sellers are aware of any circumstance or event which would adversely affect the tax-qualified status of any such Plan or the tax-exempt status of any related trust, or would cause the imposition of any liability, penalty or tax under ERISA or the Code with respect to any Plan; (vi) all contributions and premiums which the Company or any ERISA Affiliate is required to pay under the terms of each of the Plans have, to the extent due, been paid in full or properly recorded on the financial statements or records of the Company or its subsidiaries; (vii) no unsatisfied liabilities to participants, the IRS, the DOL, the PBGC or to any other person or entity have been incurred as a result of the termination of any Plan; and (viii) there has not been any amendment to, written interpretation of, or announcement (whether or not written) by the Company, Sellers, or any ERISA Affiliates thereof, relating to, or change in employee participation or coverage under, any Plan that would materially increase the expense of maintaining such Plan

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above the level or expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof.

        (d)   Neither the Company nor any of its ERISA Affiliates currently maintains or sponsors or has ever maintained or sponsored a "pension plan" (within the meaning of Section 3(2) or ERISA), which is subject to Title IV of ERISA or Section 412 of the Code. Neither the Company nor any of its ERISA Affiliates has a current obligation to contribute or has ever had an obligation to contribute to any "multiemployer plan" (within the meaning of Section 3(37) of ERISA) or any "multiple employer plan" (within the meaning of Section 413(c) of the Code).

        (e)   Except as set forth in Part 3.18(e) of the Disclosure Schedule, no Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of the Company for periods extending beyond their retirement or other termination of service, other than (i) coverage mandated by COBRA or other applicable law, (ii) death or retirement benefits under any Plan, or (iii) benefits the full cost of which is borne by the current or former employee (or his or her beneficiary).

        (f)    Except as set forth in Part 3.18(f) of the Disclosure Schedule, the consummation of the Transactions will not, either alone or in combination with another event, (i) entitle any current or former employee, director, consultant or officer of the Company or any ERISA Affiliate to severance pay, unemployment compensation or any other payment except as expressly provided for in this Agreement or as required by applicable law or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such employee, director, consultant or officer.

        (g)   Except as set forth in Part 3.18(g) of the Disclosure Schedule, no amounts payable under the Plans or any other contract, agreement or arrangement with respect to which the Company may have any liability will or could fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code.

        (h)   Neither the Company, any Plan, any trust created thereunder, nor any trustee or administrator thereof has engaged in a transaction in connection with which the Company, any Plan, any such trust, or any trustee or administrator thereof, or any party dealing with any Plan or any such trust could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code.

        Section 3.19     Tax Matters.     

        (a)   All Tax Returns required to be filed by the Company have been filed and all such returns are true, complete, and correct in all material respects. All Taxes that are due from the Company have been paid.

        (b)   There are no Encumbrances for Taxes upon any assets or properties of the Company.

        (c)   No Audits are presently pending with regard to any Taxes or Tax Returns of the Company, and the Company has not received notification that any such Audit is threatened, contemplated, or may be initiated. Part 3.19(c) of the Disclosure Schedule contains a list of Audits that were concluded with respect to any Taxes or Tax Returns of the Company.

        (d)   No deficiency or adjustment for any Taxes has been proposed, asserted, threatened, or assessed against the Company. No issue has been raised by any Tax Authority in any Audit of the Company that, if raised with respect to any other period not so audited, could reasonably be expected to result in a material proposed deficiency or adjustment for any period not so audited.

        (e)   There are no outstanding requests or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes.

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        (f)    The Company has not received written notice of, and no factual basis exists that would support, any claim made by an authority in a jurisdiction where it does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

        (g)   No power of attorney has been granted by or with respect to the Company that currently continues in effect with respect to any matter relating to Taxes.

        (h)   The Company is not a party to, is not bound by and does not have any obligation under any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement.

        (i)    Except as set forth in Part 3.19(i) of the Disclosure Schedule, the Company has not (i) received a ruling from any Tax Authority or signed an agreement with respect thereto, (ii) signed any closing agreement with respect to any Tax year, or (iii) agreed, or is required to make, any adjustment under Sections 446(a) or 482(a) of the Code.

        (j)    The Sellers have delivered or made available to the Purchaser complete and accurate copies of each of (i) all audit reports, letter rulings, technical advice memoranda and similar documents issued to the Company by a Governmental Entity relating to the United States federal, state, local or foreign Taxes due from or with respect to the Company and (ii) all closing agreements entered into by the Company with any Tax Authority in each case existing on the date hereof.

        (k)   The Company has complied with all applicable laws, rules and regulations relating to the payment and withholding of Taxes and is not liable for any Taxes for failure to comply with such laws, rules and regulations.

        (l)    The Company has not filed (and was not required to file) with respect to any item a disclosure statement pursuant to Section 6662 of the Code or any comparable disclosure with respect to foreign, state and/or local tax statutes.

        (m)  The Company has never been a member of an affiliated group filing a consolidated federal Tax Return (or similar state or local filing group). The Company does not have any liability for Taxes of any person under Sections 1.1502-6 of the Treasury Regulations promulgated under the Code (or similar provisions of federal, state, local or foreign law) as transferee or successor, by contract or otherwise.

        (n)   The Company is not and has not been a real property holding corporation within the meaning of paragraph (c)(2) of Section 897 of the Code during the applicable periods specified in such section.

        Section 3.20     Intellectual Property.     

        (a)    Part 3.20(a) of the Disclosure Schedule sets forth a complete and accurate list of all registrations or issuances of Company Intellectual Property, or applications therefor, filed with any governmental agency. All of the foregoing are held of record solely in the name of the Company, free and clear of all Encumbrances. The Company is the sole owner of, or has a valid license to exploit without restriction, all Company Intellectual Property. To the Knowledge of the Company and the Sellers, all Company Intellectual Property is valid and enforceable, and no claim has been made, notice given or dispute arisen to that effect.

        (b)    Part 3.20(b) of the Disclosure Schedule sets forth a complete and accurate list of all Licenses related to any Intellectual Property, and specifying whether the Company is the licensee or licensor thereunder. The Licenses are valid and binding obligations of the Company, enforceable in accordance with their terms, and there exists no event or condition which will result in a breach (or allegation of breach) of any such License.

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        (c)   To the Knowledge of the Sellers and the Company, the conduct of the business of the Company as currently conducted does not infringe, misappropriate, dilute or otherwise violate any Intellectual Property right of any third party, and no claim has been made, notice given or dispute arisen to that effect. The Company owns or is licensed under all Intellectual Property necessary for the operation of the business of the Company as currently conducted.

        (d)   There are no settlements, forebearances to sue, consents, judgments, or orders or similar obligations, other than the Licenses, that do or may: (i) restrict the Company's rights to use any Company Intellectual Property; (ii) restrict the conduct of the business of the Company in order to accommodate a third party's Intellectual Property; or (iii) permit third parties to use any Company Intellectual Property.

        (e)   No Trade Secret has been disclosed to any third party, other than pursuant to written non-disclosure agreements.

        (f)    The execution of, the delivery of, the consummation of the transactions contemplated by, and the performance of the Company's obligations under this Agreement will not result in any loss or impairment of the Company's rights to own or use any of the Company Intellectual Property, or of any License to which the Company is a party.

        Section 3.21     Labor Matters.     

        (a)   The Company is not a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to employees of the Company.

        (b)   None of the employees of the Company is represented by any labor organization and, to the Knowledge of the Company or the Sellers, there have been no union organizing activities among the employees of the Company within the past five years, nor does any question concerning representation exist concerning such employees, and there are no negotiations or discussions currently pending or occurring with any union or employee association regarding any collective bargaining agreement or which might otherwise effect the Company.

        (c)   There is no labor strike, dispute, corporate campaign, slowdown, stoppage or lockout actually pending, or to the Knowledge of the Company or the Sellers, threatened against or affecting the Company and during the past five years there has not been any such action.

        (d)   There is no unfair labor practice charge or complaint against the Company pending or, to the Knowledge of the Company or the Sellers, threatened before the National Labor Relations Board or any similar state, local or foreign agency responsible for administering such charges or complaints.

        (e)   There is presently no pending grievance or arbitration proceeding arising out of any collective bargaining agreement or other grievance procedure relating to the Company.

        Section 3.22     Employee Matters.     

        (a)    Part 3.22(a) of the Disclosure Schedule contains a complete and accurate list of the following information for each employee, consultant and director of the Company, including each employee on leave of absence or layoff status; name; job title; current compensation paid or payable (including bonus, if any) and any change in compensation since the Balance Sheet Date; vacation accrued; and service credit for purposes of vesting and eligibility to participate under any Plan.

        (b)   There are no employment or consulting contracts or severance agreements with any employees or consultants of the Company.

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        (c)   There are no written personnel policies, rules or procedures applicable to employees of the Company.

        (d)   Except as fully reserved for on the Final Balance Sheet, there are no complaints, lawsuits or other proceedings pending or, to the Knowledge of the Company or the Sellers, threatened in any forum by or on behalf of any present or former employee of the Company, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortuous conduct in connection with the employment relationship. To the Knowledge of the Company and the Sellers, no Governmental Entity responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company and no such investigation is in progress.

        (e)   To the Knowledge of the Company and the Sellers, no charge with respect to or relating to the Company is pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices.

        (f)    To the Knowledge of the Company and the Sellers, (i) no federal, state, local or foreign agency responsible for the enforcement of labor or employment laws intends to conduct an investigation with respect to or relating to the Company, and (ii) no such investigation is in progress.

        (g)   The Company (i) has at all times been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work, immigration, and occupational safety and health, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation, (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to employees, (iii) is not liable in any material respect for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing and (iv) is not liable for any material payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). Part 3.22(g) of the Disclosure Schedule sets forth a complete and accurate list of (i) all reportable incidents under occupational safety and health laws that have occurred since January 1, 2002, (ii) the Company's EMR rates for the periods June 10, 2001-June 9, 2002 and June 10, 2002-June 9, 2003, and the Company's OSHA reportable incident rates for the years ended December 31, 2002 and December 31, 2003.

        (h)   During the past five (5) years, (i) the Company has not effectuated a "plant closing" (as defined in the Worker Adjustment and Retaining Notification Act of 1988 (the " WARN Act ")) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company, (ii) there has not occurred a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of the Company, (iii) the Company has not been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign law or regulation and (iv) none of the Company's employees has suffered an "employment loss" (as defined in the WARN Act) during the six-month period prior to the date hereof.

        (i)    To the Knowledge of the Company and the Sellers, the consummation of the Transactions is not reasonably likely to result in the departure of a material number of employees or of any employees reasonably considered to be important to the success of the business of the Company, and to the Knowledge of the Company and the Sellers, no officer, key employee or group of employees has any plans to terminate employment with the Company as a result of the Transactions, or otherwise.

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        (j)    To the Knowledge of the Company and the Sellers, no employee of the Company has (i) breached any agreement to keep in confidence information acquired by that employee in confidence or in trust prior to that employee's employment with the Company by disclosing such information to the Company, or (ii) through his or her employment by the Company, breached any noncompetition, nonsolicitation or noninterference agreement or used Trade Secrets of any other Person.

        (k)   To the Knowledge of the Company and the Sellers, no employee of the Company has provided or is providing information to a