ASSET PURCHASE AGREEMENT

Exhibit 10(p)

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made June 22, 2006, by and between National Signal, Inc., a California corporation (“Purchaser”), and U.S. Traffic Corporation, a Delaware corporation (“Seller”).

R E C I T A L S

A.                                   Seller is engaged, among other things, in the manufacture and sale of portable, changeable message signs, arrow boards, radar trailers and other miscellaneous portable traffic-related signage (“PCMS”) and lighting products (“Lighting”) (PCMS and Lighting collectively, the “Product Line”).

B.                                     Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, certain of Seller’s assets used primarily in or related primarily to the Product Line, on the terms contained in this Agreement.

A G R E E M E N T S

Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.                                       Agreement to Purchase and Sell.  On the terms contained in this Agreement, at the Closing (as herein defined) Purchaser shall purchase from Seller, and Seller shall sell to Purchaser, all of Seller’s right, title and interest in certain of Seller’s rights and assets used exclusively in or held in connection with and/or relating primarily to the Product Line (the “Purchased Assets”), free and clear of any liens, claims, encumbrances or security interests (collectively, “Claims”), exclusive of the Excluded Assets (as herein defined) and shall include the following assets of Seller which are used primarily in or relate primarily to the Product Line:

(a)                                  The inventory of packaging supplies, purchased parts, raw materials, work in process and finished goods (“Inventory”), including without limitation, the Inventory listed in Exhibit A hereto;

(b)                                 The furniture, fixtures, equipment, tools, dies, jigs, patterns, molds and other tangible personal property located at Seller’s facilities in Santa Fe Springs, California, Salt Lake City, Utah or Tecate, Mexico (the “Equipment”), including without limitation the items of Equipment listed on Exhibit B and the molds listed on Exhibit B-1 hereto;

(c)                                  The trademarks, trademark applications, trade names, service marks, patents, patent applications and copyrights relating primarily to the Product Line, including, without limitation, the names “Display Solutions,” “National Signal,” “Nu-Art,” “Holcor,” and “Intermark” (the “Intellectual Property”) that are identified on Exhibit C, all goodwill associated

with the Intellectual Property and other intangible property rights associated therewith and all claims for past infringement thereof; all proprietary unpatented know-how and methods utilized to produce the products of the Product Line, and all engineering drawings, Gerber files, software and related source code that are identified as Exhibit C;

(d)                                 The contracts and agreements listed on Exhibit D hereto (the “Contracts”);

(e)                                  The purchase orders listed on Exhibit E hereto, except any purchase orders that require purchases of components that will not be used within one year in the ordinary course of business (the “Purchase Orders”);

(f)                                    The sales orders and sales contracts listed on Exhibit F hereto (the “Sales Orders”);

(g)                                 The customer lists, records and information, and all other books and records; and

(h)                                 The claims and rights (and benefits arising therefrom) with or against all persons whomsoever, including all rights against suppliers under warranties covering any of the Inventory or Equipment.

2.                                       Excluded Assets.  Seller shall retain the following assets (the “Excluded Assets”), which shall not be Purchased Assets under this Agreement:  (a) all assets of Seller which are not specifically identified in Section 1 as being Purchased Assets; (b) all accounts receivable resulting from sales of products of the Product Line prior to Closing; (c) all accounts payable resulting from operations of the Product Line prior to Closing; (d) the “U.S. Traffic” name and mark; (e) Seller’s corporate name; (f) Seller’s documents relating to the organization, maintenance and existence of Seller as a corporation, including without limitation Seller’s corporate charter, by-laws, minute and stock records, corporate seal; qualifications to conduct business as a foreign corporation, arrangements with registered agents, taxpayer and other identification numbers; (g) Seller’s insurance policies in effect on the Closing Date; and (h) all cash, cash equivalents and investments.

3.                                       Liabilities.

(a)                                  On the terms and subject to the conditions contained in this Agreement, at the Closing, Purchaser assumes and agrees to discharge and perform when due all liabilities of Seller under the Contracts, Purchase Orders and Sales Orders, to the extent such liabilities relate to performance after the Closing Date and all product warranty and return claims assumed by Purchaser pursuant to Section 9(f) (the “Assumed Liabilities”).

(b)                                 Other than as set forth in Section 3(a) above, Seller shall retain and Purchaser shall not assume, and nothing contained in this Agreement shall be construed as an assumption by Purchaser of any liabilities, obligations or undertakings of Seller of any nature whatsoever, whether accrued, absolute, fixed or contingent, known or unknown, due or to become due, unliquidated or otherwise.  Seller shall be responsible for all of the liabilities, obligations and undertakings of Seller which are not Assumed Liabilities pursuant to Section 3(a) above, and such liabilities shall remain the sole liabilities of Seller, and Purchaser does not

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assume and shall not be responsible for, and shall not otherwise bear the economic burden of, any other liabilities of Seller, including liabilities for accounts payable, accrued expenses,  taxes, indebtedness for borrowed money, or violations of or obligations under law (including environmental matters) or otherwise (the “Excluded Liabilities”).  Seller agrees to discharge and perform in full when due, all of the Excluded Liabilities.

4.                                       Purchase Price.  The aggregate purchase price of the Purchased Assets (the “Purchase Price”) is One Million Five Hundred Thousand Dollars ($1,500,000).  The Purchase Price shall be allocated among the Purchased Assets in the manner required by Section 1060 of the Internal Revenue Code of 1986, as amended, in accordance with Exhibit G.  Purchaser shall pay the Purchase Price by wire-transfer of immediately available funds to such bank account as Seller shall specify by written notice delivered on or prior to the Closing Date.

5.                                       Time and Place of Closing.  The transactions contemplated by this Agreement shall be consummated (the “Closing”) at 10:00 a.m., prevailing business time, at the offices of Holland & Knight LLP, 131 S. Dearborn Street, Chicago, Illinois 60603, and remotely at such other offices and locations as may be suited by delivery by facsimile or overnight courier, on the date hereof (the “Closing Date”).  The Closing shall be deemed to be effective for all purposes as of the commencement of business on June 22, 2006.

At the Closing, Seller shall deliver the Purchased Assets to Purchaser, Purchaser shall confirm receipt of the Purchased Assets and Seller shall confirm receipt of the Purchase Price.  At the Closing, the Seller and the Purchaser shall execute and deliver:

(a)                                  a Sublease of approximately 57,000 square feet of the Seller’s facilities at 9603 John Street, Santa Fe Springs, California in the form substantially similar to Exhibit H (the “Santa Fe Springs Sublease”);

(b)                                 a Sublease of approximately 2,000 square feet of the Seller’s facilities at 3612 West 2100 South Street, Salt Lake City, Utah in the form substantially similar to Exhibit I (the “Salt Lake City Sublease,” and together with the Santa Fe Springs Sublease, the “Subleases”)

(c)                                  a Transition Services Agreement in the form substantially similar to Exhibit J (the “Transition Services Agreement”).

6.                                       Purchaser’s Representations and Warranties.  Purchaser represents and warrants to Seller that:

(a)                                  Corporate.  Purchaser is a corporation duly organized, validly existing and in good standing under the laws of California.

(b)                                 Power and Authority.  Purchaser has full corporate power and authority to enter into and perform (i) this Agreement, (ii) the Sublease, and (iii) the Transition Services Agreement.  This Agreement, the Sublease and the Transition Services Agreement have been duly executed and delivered by a duly authorized officer or manager of Purchaser.  Neither the execution and delivery of this Agreement, the Sublease, and the Transition Services Agreement by Purchaser, nor the consummation by Purchaser of the transactions contemplated hereby, will

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conflict with or result in a breach of any of the terms, conditions or provisions of Purchaser’s Articles of Incorporation or by-laws, or of any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or governmental authority or of any arbitration award.

(c)                                  Consents.  No consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person, organization or association is required for the execution and delivery by Purchaser of this Agreement, the Sublease and the Transition Services Agreement, and the consummation by Purchaser of the transactions contemplated by this Agreement.

7.                                       Representations and Warranties of Seller.  Seller represents and warrants to Purchaser that:

(a)                                  Corporate.  Seller is a corporation duly organized, existing and in good standing, under the laws of the State of Delaware.  Seller has all necessary corporate power and authority and all authorizations, licenses, permits and certifications necessary to manufacture and sell the Product Line in the manner in which the Product Line is presently being manufactured and sold.  Seller has qualified as a foreign corporation, and is in good standing, under the laws of the States of California and Utah, and all other jurisdictions where the nature of the Product Line or the nature or location of the assets of the Product Line requires such qualification.

(b)                                 Power and Authority.  Seller has full power and authority to enter into and perform this Agreement, the Sublease and the Transition Services Agreement.  This Agreement, the Sublease and the Transition Services Agreement have been duly executed and delivered by a duly authorized officer of Seller.  Neither the execution and delivery of this Agreement, the Sublease and the Transition Services Agreement by Seller, nor the consummation by Seller of the transactions contemplated hereby, will conflict with or result in a breach of (i) any of the terms, conditions or provisions of Seller’s Certificate of Incorporation or By laws, (ii) of any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or any governmental authority or of any arbitration award, (iii) constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Seller is a party or by which it is bound or to which any of its assets is subject, or (iv) result in the imposition of any security interest, lien, claim or other encumbrance upon any of the Purchased Assets.

(c)                                  Consents.   Except with respect to Seller’s lender and Seller’s landlord, no consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person, organization or association is required for the execution and delivery by Seller of this Agreement, the Sublease and the Transition Services Agreement and the consummation by Seller of the transactions contemplated by this Agreement, the Sublease and the Transition Services Agreement.

(d)                                 Equipment.  The Equipment constitutes all tangible personal property necessary in order for Seller to manufacture products of the Product Line in the manner in which

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Seller has done so in the past.  All Equipment is in reasonable operating condition and repair (ordinary wear and tear excepted).

(e)                                  Title to Assets.  Subject to the liens of Seller’s lender which will be released at Closing, Seller has good and marketable title to the Purchased Assets, free and clear of any Claims, and no unreleased mortgage, trust deed, chattel mortgage, security agreement, financing statement or other instrument encumbering any of the Purchased Assets has been recorded, filed, executed or delivered.

(f)                                    Contracts.  The Contracts, Purchase Orders and Sales Orders constitute all of the contracts and agreements between Seller and any other party which relate to the manufacture or sale of the products of the Product Line.  Except as set forth on Schedule 7(f), the Contracts, Purchase Orders and Sales Orders are legal and in full force and binding upon the parties thereto, and the Contracts, Purchase Orders and Sales Orders will continue to be legal, binding and in full force and effect on identical terms immediately after the Closing Date.  No default by Seller has occurred thereunder and, to the best of Seller’s knowledge, no default by the other contracting parties has occurred thereunder.  To Seller’s knowledge, no event, occurrence or condition exists which, with the lapse of time, the giving of notice, or both, or the happening of any further event or condition, would become a default by Seller thereunder.  Complete and accurate copies of all Contracts, Purchase Orders and Sales Orders have previously been delivered to Purchaser.

(g)                                 Conflicts. Subject to the liens of Seller’s lender which will be released at Closing and receipt of Seller’s landlord’s consent, Seller is not a party to, or bound by, any unexpired, undischarged or unsatisfied written or oral contract, agreement, indenture, mortgage, debenture, note or other instrument under the terms of which performance by Seller according to the terms of this Agreement will be a default or an event of acceleration, or whereby timely performance by Seller according to the terms of this Agreement may be prohibited, prevented or delayed.

(h)                                 Tax Matters.  Seller has filed all tax returns that it was required to file and all such tax returns were correct and complete in all material respects.  All taxes owed by Seller have been paid.  There are no liens or security interests on any of the assets of the Seller that arose in connection with any failure to pay any tax.  The Seller has withheld and paid all taxes that the Seller is required to withhold and pay in connection with amounts paid or owing to any employee, independent contractor, creditor, or other third party.

(i)                                     Intellectual Property.  Seller owns or has the right to use pursuant to license, sublicense agreement, or permission all intellectual property necessary for the operation of the Product Line as presently conducted, and Seller has taken all necessary action to maintain and protect each item of intellectual property that it owns or uses in connection with the Product Line.  To its knowledge, Seller has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any intellectual property rights of third parties, and Seller has not received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that Seller must license or refrain from using any intellectual property rights of any third party) that has not previously been resolved.  To Seller’s knowledge, no third party has interfered with, infringed upon,

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misappropriated, or otherwise come into conflict with any intellectual property rights of Seller with respect to the Product Line.  To Seller’s knowledge, none of the intellectual property will interfere with, infringe upon, misappropriate, or otherwise come into conflict with, any intellectual property rights of third parties as a result of the continued operation of its Product Line as presently conducted.  Sellers owns or has the right to use pursuant to license, sublicense, agreement or permission all Intellectual Property identified on Exhibit C.  Except as set forth on Schedule 7(i), each item of Intellectual Property owned or used by Seller immediately prior to the Closing Date will be owned or available for use by the Purchaser on identical terms and conditions immediately subsequent to the Closing Date hereunder.

(j)                                     Product Warranty.  No product of the Product Line manufactured, sold, leased, or delivered by Seller is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease of Seller.  Seller has made available to Purchaser copies of the standard terms and conditions of sale or lease used by Seller (containing applicable guaranty, warranty, and indemnity provisions) in the Product Line.

(k)                                  Product Liability; Product Safety.  Except as set forth on Schedule 7(k), Seller has not been notified, nor is it aware of any liability arising out of any death or injury to individuals or damage to property as a result of the ownership, possession, or use of any product manufactured, sold, leased, or delivered, or any service provided, by Seller with respect to the Product Line.  Seller has not been required to file any notification or other report with or provide information to any product safety agency, commission, board or other governmental authority of any jurisdiction concerning actual or potential hazards with respect to any product manufactured or sold by Seller with respect to the Product Line.  To the best of Seller’s knowledge, each product manufactured, distributed or sold by Seller in the conduct of the Product Line complies in all material respects with all product safety standards of each applicable product safety agency, commission, board or other governmental authority.

(l)                                     Employee Benefits.  Seller has provided Purchaser with a description of each employee benefit plan that Seller maintains or to which Seller contributes for the benefit of any current employee of Seller with respect to the Product Line.  Seller has no obligation to contribute to any multiemployer benefit plan.  Seller