ASSET PURCHASE AGREEMENT

                                                                    Exhibit 10.1

                            ASSET PURCHASE AGREEMENT
                            ------------------------

         THIS ASSET PURCHASE AGREEMENT (this "Agreement") is dated as of
November 10, 2006 by and among CETCO Oilfield Services Company, a Delaware
corporation ("Buyer"), and Nitrogen Specialty Company, L.L.C., a Louisiana
limited liability company ("NSC"); Christopher M. Abide ("CA"); Gerald A. Boelte
("GB"); Kemberlia K. Ducote ("KD"); Cecile Gervais Dufrene, individually and as
Independent Administratrix of the Succession of James Joseph Dufrene, also known
as James Joseph Dufrene, Sr., Roy T. Sembera ("RS") and Wayne P. Whitman ("WW")
(CA, GB, KD, Cecile Gervais Dufrene, individually and as Independent
Administratrix of the Succession of James Joseph Dufrene, also known as James
Joseph Dufrene, Sr., RS and WW are each referred to herein as a "Member" and
collectively as the "Members").

         Capitalized terms used but not defined herein shall have the respective
meanings set forth in the Appendix of Definitions attached hereto and made a
part hereof.

                                   WITNESSETH

         WHEREAS, the Members are the owners, beneficially and of record, of one
hundred percent (100%) of the issued and outstanding membership interests of
NSC;

         WHEREAS, NSC provides nitrogen pumping, nitrogen delivery and other
related services in the oil and gas pipeline, petrochemical and refining
industries (the "Business"); and

         WHEREAS, Buyer desires to acquire substantially all of the assets and
assume certain of the liabilities of NSC and NSC and the Members are desirous of
selling such assets to Buyer, all on the terms and subject to the conditions set
forth herein.

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises, covenants and agreements hereinafter set forth, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                                    AGREEMENT

         1.        Purchased Assets.
                  ----------------

                  1.1       Purchased Assets. On the terms and subject to the
conditions contained herein, NSC agrees to sell to Buyer (and the Members agree
to cause NSC to sell to Buyer) and Buyer agrees to purchase from NSC at the
Closing (as such term is defined in Section 3 hereof), free and clear of all
liens, claims and encumbrances (except as otherwise disclosed in and permitted
by this Agreement), all of NSC's rights, assets and properties wherever situated
and whether real, personal or mixed, tangible or intangible, in electronic form
or otherwise and whether or not having any value for accounting purposes or
carried or reflected on or specifically referred to in NSC's books or financial
statements, except for those assets and properties specifically excluded by
Section 1.2 hereof (the "Purchased Assets").

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                   The Purchased Assets shall include, but not be limited to, the
following:

                           1.1.1     Machinery and Equipment. All machinery and
                  equipment (including spare parts), components, computers
                  (including data processing hardware and software), vehicles,
                  fixtures, capital works in process, tools, formers, lasts,
                  patterns, dies, molds, furniture and similar tangible personal
                  property employed by NSC in the conduct of the Business as of
                  the Closing Date (the "Equipment"). However, the Equipment at
                  minimum shall include the equipment listed on Schedule 1.1.1
                  hereto, which is a listing of all of such Equipment as of
                  October 31, 2006.

                           1.1.2     Inventory. All inventories, consisting of
                  raw materials, work-in-process, finished goods and supplies
                  and units located at customer facilities, employed and useable
                  by NSC in the conduct of the Business as the same may exist at
                  the Closing.

                           1.1.3     Receivables. All of NSC's trade receivables,
                  note receivables and other accounts receivable, including
                  trade accounts receivable from equipment leased or sold and
                  services rendered, and the full benefit to all security for
                  such accounts or rights to payment as the same may exist at
                  the Closing (all of such receivables being hereinafter
                  sometimes referred to as the "Receivables").

                           1.1.4     Certain Cash, Cash Equivalents and
                  Investments. All of the petty cash, cash on deposit in banks
                  or other financial institutions, deposits in transit, prepaid
                  accounts and security deposits of NSC and other cash
                  equivalents, and funds in payroll accounts of NSC; and all
                  certificates of deposit, bonds, stock and other securities and
                  investments of NSC as the same may exist at the Closing.

                           1.1.5     Contract and Certain Other Rights of NSC.
                  All rights and interests of NSC in, to and under all contracts
                  between it and any other party or parties and under contracts
                  which have been acquired by it by assignment or in any other
                   manner, whether or not disclosed or required to be disclosed
                  in Schedule 4.14 hereof, and all other claims, rights and
                  causes of action of NSC against third parties.

                           1.1.6     Certain Proprietary Rights. All patents,
                  trademarks, tradenames, service marks, copyrights, and other
                  intellectual property or proprietary technology (and all
                  applications therefor) whether or not registered, data
                  processing software, licenses, technology, trade secrets,
                  know-how, customer lists, inventions, and the goodwill
                  associated therewith and other proprietary information and
                  rights employed or utilized in the conduct of the Business,
                  including specifically, but not by way of limitation, the
                  corporate and trade name "Nitrogen Specialty," and all
                  telephone numbers of NSC used in the conduct of its Business
                  (all of such properties being hereinafter referred to as the
                  "Proprietary Rights").

                           1.1.7     Leasehold Interests.   All leasehold
                  interests and leasehold improvements used by NSC in the
                  conduct of the Business;

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                           1.1.8     Other Assets. Except with respect to the
                  Excluded Assets, all other assets of NSC whether or not
                  employed in the conduct of the Business, whether real,
                  personal, or tangible, intangible or mixed and whether or not
                  reflected in the Financial Statements or on the books or
                   records of NSC, including all books, records and files
                  (excluding all personal files), rights under executory
                  contracts and purchase and sale orders to be assumed by Buyer
                  hereunder, deposits under all leases assumed by Buyer and any
                  prepaid expenses and permits and licenses.

                  If and to the extent that the Members or any of their
respective Affiliates have any interest in any of the Purchased Assets, then the
Members, for themselves and such Affiliates, do hereby sell, transfer and assign
all such interest to the Buyer for no additional consideration.

                  1.2       Excluded Assets. Notwithstanding anything to the
contrary contained herein, the assets set forth on Schedule 1.2 (the "Excluded
Assets") shall not be sold to Buyer and all of such Excluded Assets shall be
retained by NSC.

                  1.3       Names Following the Closing. Immediately following
the Closing, NSC shall amend its articles of organization so as to change its
name to a name which is not, in the judgment of Buyer, confusingly similar to
the name "Nitrogen Specialty Company", and neither NSC nor any of the Members
shall thereafter use such name or other names acquired by Buyer hereunder or
names confusingly similar thereto.

                  1.4       Documentation. In order to effectuate the sale,
conveyance, transfer and assignment contemplated by Section 1.1 hereof, NSC and
the Members shall execute and deliver on the Closing Date all such warranty
deeds, bills of sale and other documents or instruments of conveyance, transfer
or assignment as shall be reasonably necessary or appropriate to vest or confirm
in Buyer all right, title and interest of NSC in and to all of the Purchased
Assets, all of which documents shall be in form and substance satisfactory to
counsel for Buyer, acting reasonably.

                  1.5       Assumption of Liabilities. Subject to the conditions
described herein, at the Closing, the Buyer shall assume and agree to perform,
pay or discharge, when due, to the extent not theretofore performed, paid or
discharged, the following obligations of NSC existing on the Closing Date and
only such obligations (collectively, the "Assumed Liabilities"):

                  (a)       All of NSC's trade accounts payable and accrued
         liabilities, in each case that are included on Final Purchased Balance
         Sheet required to be reflected therein in accordance with US GAAP in
         the amounts shown thereon, to the extent that such obligations are not
         different in nature or materially different in amount from those
         incurred in the ordinary course in accordance with past practice;

                  (b)       All of NSC's orders to NSC's customers in the
         ordinary course of business outstanding as of the Closing Date
         reflected on NSC's books (other than any liability arising out of or
         relating to a breach or nonperformance thereof by NSC prior to the
          Closing Date);

                  (c)       All of NSC's checks outstanding on the Closing Date;

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                  (d)       All of NSC's liabilities expressly set forth in the
         terms of the Contracts assumed by Buyer (other than any liability under
         any such Contract, offer or solicitation arising out of or relating to
         a breach or nonperformance thereof by NSC prior to the Closing Date);

                  (e)       Unpaid bonuses and vacation time to the extent
         accrued and included on the Final Purchased Balance Sheet;

                  (f)       NSC's liabilities made in the ordinary course for
         product warranty arising from express warranties for products shipped
         or distributed by, or any services provided by NSC; in any event
         Buyer's financial liability for such express warranty claims shall not
         exceed $5,000 per claim and shall not include incidental and
         consequential damages, although Buyer agrees to perform any valid
         warranty work in accordance with Buyer's usual practices even if in
         excess of $5,000 per claim, subject to reimbursement by NSC to the
         extent of the amount in excess of $5,000 per claim; and

                  (g)       Any and all Liabilities included in the Final
         Purchased Balance Sheet in the amount shown thereon.

                  1.6       Retained Liabilities. Notwithstanding anything else
to the contrary in this Agreement, Buyer does not hereby and shall not assume or
in any way undertake to pay, perform, satisfy or discharge any liabilities of
NSC or the Members existing before, on or after the Closing Date or arising out
of any transactions entered into, or any state of facts existing, before, on or
after the Closing Date, and whether or not related to or arising out of any of
the Purchased Assets, except for the Assumed Liabilities (the "Retained
Liabilities"). Without limiting the foregoing, the term "Retained Liabilities"
shall include, except to the extent specifically listed on the Final Purchased
Balance Sheet, any and all of the following:

                  (a)       Liabilities, including accounts or notes payable, of
         NSC (i) to any Affiliate; (ii) for or in connection with any dividends,
         distributions, redemptions, or security rights with respect to any
         security of NSC; (iii) to indemnify NSC's officers, directors,
         employees or agents; (iv) for unpaid bonuses and vacation time to the
         extent not accrued on the Final Purchased Balance Sheet; or (v) arising
         out of any transaction affecting NSC or obligations incurred by NSC's
         officers, directors, employees or agents after the Closing;

                  (b)       Liabilities expressly identified elsewhere in this
         Agreement as being the responsibility of NSC or the Members;

                  (c)       Liabilities for any Taxes of NSC, whether or not by
         reason of, or in connection with, the transactions contemplated by this
         Agreement, including (i) any Taxes arising as a result of NSC's
         operation of its Business or ownership of the Purchased Assets prior to
         the Closing Date, (ii) any Taxes (other than Transfer Taxes to the
         extent such Transfer Taxes are the responsibility of Buyer pursuant to
         Section 10(a) of this Agreement) that will arise as a result of the
         sale of the Purchased Assets pursuant to this Agreement and (iii) any
         deferred Taxes of NSC of any kind;

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                  (d)       Liabilities attributable to the Excluded Assets,
         including liabilities (i) that are incurred outside the ordinary course
         of business or not consistent with past practice, or (ii) that are
         contingent in nature and not both clearly disclosed on the Schedules to
         this Agreement and specifically identified in Section 1.5;

                  (e)       Liabilities to, under or with respect to any NSC
         benefit plan (other than accrued vacation, personal days, sick leave,
         paid time off and similar matters reflected on the Final Purchased
         Balance Sheet) and the administration of any NSC benefit plan, or
         relating to payroll, workers' compensation liabilities, unemployment
         benefits, disability and occupational diseases of or with respect to
         employees or former employees of NSC, under any employment, severance,
         retention, change of control or termination agreements with any
         employee of NSC or any of its Affiliates, or arising out of or relating
         to any employee grievance whether or not the affected employees are
         hired by Buyer;

                   (f)       Liabilities under any written employment agreement;

                  (g)       Liabilities of NSC for or arising out of any
         indebtedness, including indebtedness referred to or disclosed on
         Schedule 4.14 and including any Contract giving rise to any
         indebtedness or any other Contract not expressly assumed by Buyer;

                  (h)       Liabilities relating to any pending or threatened
         legal proceedings that exist prior to the Closing Date, including those
         set forth on Schedule 4.17 and any legal proceedings that arise after
         the Closing Date that relate to transactions entered into, or any state
         of facts existing, prior to the Closing Date;

                  (i)       Liabilities, including penalties, fines, levies and
         assessments, arising out of any violation or breach of, or
         noncompliance with, any Contracts, Governmental Approvals or legal
         requirements by NSC or any other person acting as agent for or on
         behalf of NSC;

                  (j)       Liabilities of NSC arising out of or relating to (i)
         any violation of or noncompliance with any Environmental Law occurring
         prior to the Closing Date by NSC or any other person for whose conduct
         NSC is legally responsible, (ii) the ownership or operation of the
         facilities by NSC prior to the Closing Date, including the migration of
         any such condition after the Closing Date, (iii) the presence of any
         Contaminant at the facilities prior to the Closing Date as a result of
         NSC's actions or omissions, (iv) any hazardous activity conducted by
         NSC or any other person acting as agent for or on behalf of NSC, (v)
         any Release by NSC or any other person acting as agent for or on behalf
         of any of NSC on any other property, and (vi) any environmental
         remedial action required to be taken by NSC;

                  (k)       Liabilities for products liability for all products
         leased, sold, shipped, distributed, assembled or manufactured by, or
         any services provided by, NSC; and for all express warranties that
         exceed $5,000 per claim and implied warranties for all products
         shipped, distributed, or assembled by, or any services provided by,
         NSC;

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                  (l)       Losses arising from legal liabilities for negligent
         acts by NSC on or prior to the Closing Date;

                   (m)       Liabilities based on acts or omissions of NSC
         occurring after the Closing Date; and

                  (n)       Liabilities of any of the Members or their
         Affiliates.

         2.        The Purchase Price.
                   ------------------

                  2.1       Delivery and Review of Preliminary Closing Balance
Sheet and Preliminary Aged Accounts Report. No later than five (5) business days
prior to Closing, NSC shall deliver to Buyer (i) a balance sheet of NSC
estimated as of the Closing Date consisting of the estimated assets and
liabilities of NSC as of the Closing Date in accordance with US GAAP (but
excluding therefrom any Excluded Assets or Retained Liabilities that Buyer will
not be purchasing or assuming according to the terms of this Agreement), setting
forth an estimate of the amount by which the working capital of NSC as of the
Closing Date will exceed $2,200,000 (the "Preliminary Working Capital
Adjustment"), and (ii) a report of the aged accounts receivable of NSC estimated
as of the Closing Date, recorded and aged in categories of 30 days from invoice
date and setting forth a summary of the estimated face amount of the Aged
Accounts as of the Closing Date (the "Estimated Aged Accounts Amount"). NSC
shall endeavor to prepare such estimates in a reasonable manner using reasonable
assumptions so as to accurately reflect the expected results as of the Closing.
NSC shall review such estimates with Buyer prior to Closing in such detail as
Buyer may reasonably request, and NSC shall provide such supporting detail and
other cooperation as Buyer may reasonably request to support Buyer's review and
analysis of such estimates prior to Closing. Subject to mutual agreement, the
parties may update the estimates for changes occurring during the five (5)
business days preceding the Closing.

                  2.2       Purchase Price. The aggregate purchase price for the
Purchased Assets shall be the amount of Thirty Three Million Dollars
($33,000,000), subject to adjustment as set forth in Section 2.3 below (the
"Purchase Price"). Such Purchase Price shall be payable as follows and as set
forth in Section 2.3.

                  (a)       At Closing, Buyer shall deliver a sum equal to Thirty
         Three Million Dollars ($33,000,000) less the amounts to be escrowed
         under subsections (b) and (c) of this Section 2.2 below, to NSC in
         immediately available funds by wire transfer to the bank account
         designated in writing by NSC.

                   (b)       At Closing, Buyer shall deposit with the Escrow Agent
         the sum of Three Million Three Hundred Thousand Dollars ($3,300,000)
         (the "Indemnification Escrow Deposit") to be held by the Escrow Agent
         pursuant to Section 8.6 and the terms of the Escrow Agreement.

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                  (c)       At Closing, Buyer shall deposit with the Escrow
         Agent, a sum equal to the Estimated Aged Accounts Amount (the "Aged
         Accounts Escrow Deposit") to be held by the Escrow Agent pursuant to
         the terms of this Section 2.2(c) and the terms of the Escrow Agreement.
         During the Escrow Period, the Buyer shall use its commercially
         reasonable efforts in the ordinary course of business and consistent
         with Buyer's past practices to collect the Aged Accounts. NSC shall
         forward to Buyer on a weekly basis during the Escrow Period all
         payments that it receives on the Aged Accounts or any other accounts
         receivable of the Business, together with an accounting therefor.
         Within twenty-five (25) days after the end of each calendar quarter
         during the Escrow Period, Buyer shall deliver to NSC a report setting
         forth a summary of the Aged Accounts that were collected by Buyer
         during such preceding calendar quarter or portion thereof, and Buyer
         and NSC shall jointly direct Escrow Agent to pay such amount, together
         with interest earned thereon, to NSC from the Aged Accounts Escrow
         Deposit. Buyer shall apply all payments received from customers on and
         after the Closing Date to the respective customer's oldest accounts
         first, unless a debtor indicates the specific account or invoice it is
         paying in which event payment shall be applied to that account or
         invoice. Buyer and NSC agree that they will not willfully influence
         account specification pursuant to the preceding sentence (although
         Buyer may contact an account debtor to inquire or confirm whether a
         particular payment is intended for a particular invoice if not
         otherwise indicated from the payment). Buyer and NSC shall cooperate
         with each other in communicating and making sure that payments on the
         accounts receivable of the Business are allocated to the correct
         invoice and any payments thereon received by NSC are forwarded to
         Buyer. Buyer's management, including CA, shall have authority to
         settle, compromise and collect the Aged Accounts in such manner as they
         determine during the Escrow Period utilizing commercially reasonable
         standards. Within twenty-five (25) days after the end of the Escrow
         Period, Buyer shall deliver to NSC a final summary of the Aged Accounts
         that were collected or settled by Buyer during the Escrow Period (the
         "Aged Accounts Report"). Upon receipt of the Aged Accounts Report, NSC
         shall have a period of up to thirty (30) days to review the Aged
         Accounts Report. If NSC approves the Aged Accounts Report or does not
         notify Buyer in writing during such thirty (30) day period that it
         disputes the Aged Accounts Report, the Aged Accounts Report shall
         become the Final Aged Accounts Report. If NSC notifies Buyer in writing
         within such thirty (30) day period that it disputes the Aged Account
         Report, indicating the items it disputes, the disputed items shall be
         resolved by the Arbitrator in accordance with the procedures set forth
         in Section 2.3.4, and upon resolution, the Aged Accounts Report, as
         modified, if at all, by arbitration, shall become the Final Aged
         Accounts Report. Any Aged Accounts that remain outstanding as of the
         end of the Escrow Period, as shown on the Final Aged Accounts Report,
         are referred to herein as the "Uncollected Aged Accounts." Within five
         (5) business days of the determination of the Final Aged Accounts
         Report, NSC and Buyer shall direct the Escrow Agent to pay out of the
         Escrow Deposit (i) an amount equal to the face amount of the
         Uncollected Aged Accounts (plus interest accrued thereon) to Buyer, and
         (ii) an amount equal to the remaining amount of the Aged Accounts
         Escrow Deposit (plus interest accrued thereon) to NSC. Upon such
         payments, Buyer shall assign to NSC, without recourse or warranty, the
         Uncollected Aged Accounts, if any. Notwithstanding anything to the
         contrary in this Agreement, neither NSC or its Members or any of their
         respective affiliates shall take any action or file any lawsuits to
         collect or enforce any of the Uncollected Aged Accounts, nor shall NSC
         sell or transfer any of the Uncollected Aged Accounts, except as
         otherwise expressly permitted by Section 12(e) hereof. Buyer shall
         promptly remit to NSC any amounts subsequently received by Buyer with
         respect to the Uncollected Aged Accounts assigned to NSC hereunder. The
         parties agree that in no event will Buyer or NSC be entitled to receive
         any portion of the Aged Accounts Receivable Amount under this Agreement
          except as specifically set forth in this Section 2.2(c).

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                  2.3       Adjustment of Purchase Price. The Purchase Price
shall be subject to adjustment for the amount by which the Closing Working
Capital Amount reflected in the Final Closing Statements exceeds (or is less
than) Two Million Two Hundred Thousand Dollars ($2,200,000), such adjustment to
be payable as and determined in the manner described below.

                           2.3.1     Payment of Preliminary Working Capital
                  Adjustment at Closing. At Closing, in addition to the payments
                  set forth in Section 2.2, Buyer shall deliver to NSC a sum
                  equal to the Preliminary Working Capital Adjustment in
                  immediately available funds by wire transfer to the bank
                  account designated in writing by NSC.

                           2.3.2     Initial Closing Statements. As soon as
                  reasonably practicable after the Closing Date and in any event
                  no later than sixty (60) days after the Closing Date, NSC will
                  prepare and present to Buyer the Initial Closing Statements,
                  which shall consist of the following statements reflecting the
                  respective values as at 11:59 P.M. on the day preceding the
                  Closing:

                           (i)       a balance sheet of NSC consisting of the
                  assets and liabilities of NSC, prepared in accordance with US
                  GAAP, except that all known adjustments will be made without
                  regard to materiality (the "Initial Closing Balance Sheet");

                           (ii)      a schedule adjusting the Initial Closing
                  Balance Sheet for any Excluded Assets or Retained Liabilities
                  recorded therein which Buyer is not purchasing or assuming
                  according to the terms of this Agreement (the "Purchased
                  Balance Sheet");

                           (iii)     a report of accounts receivable included in
                  the Purchased Balance Sheet that shows, by invoice by
                  customer, the amount of receivables recorded and aged in
                  categories of 30 day increments from invoice date (the
                  "Closing Aged Receivables Report"), and setting forth therein
                  a listing of the Aged Accounts and a summary of the Aged
                  Accounts Amount; and

                           (iv)      a calculation of the amount of closing
                  working capital (the "Closing Working Capital Amount"), which
                  shall be the current assets less current liabilities as
                   defined in accordance with US GAAP contained in the Purchased
                  Balance Sheet less Two Million Two Hundred Thousand Dollars
                  ($2,200,000).

                           2.3.3     Final Closing Statements. Upon receipt of
                  the Initial Closing Statements, Buyer and its independent
                  accountants ("Buyer's Accountants") shall be permitted during
                  the succeeding sixty (60) day period to examine the books and
                   records of NSC and the work papers prepared by NSC or NSC's
                  accountants. If Buyer agrees to the Initial Closing
                  Statements, they shall become the Final Closing Statements. If
                  Buyer does not agree to the Initial Closing Statements it
                  shall within sixty (60) calendar days after delivery of the
                  Initial Closing Statements by NSC, prepare and deliver to NSC
                  a list of disputed adjustments (the "Disputed Adjustments")
                  Buyer believes should have been recorded on the Initial
                  Closing Statements. Buyer and NSC shall use their commercially
                  reasonable best efforts to resolve the Disputed Adjustments.
                   If Buyer and NSC are able to reach an agreement on the
                  Disputed Adjustments, the Initial Closing Statements shall be
                  amended to reflect such agreement and shall become the Final
                  Closing Statements.

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                           If Buyer and NSC are unable to reach an agreement on
                  the Disputed Adjustments within thirty (30) calendar days
                  after receipt by NSC of the Disputed Adjustments, then the
                  matter will be resolved by the Arbitrator in accordance with
                  the provisions of Section 2.3.4 below.

                           The Final Closing Statements shall be deemed to be
                   and shall be conclusive and binding on the parties to this
                  Agreement for purposes of determining any adjustment of the
                  Purchase Price pursuant to this Section 2.3.

                           2.3.4     Disputes. For purposes of this dispute
                  resolution provision, NSC and the Members hereby appoint CA as
                  the "NSC Representative" and authorize him to act on its and
                  their behalf. NSC shall have thirty (30) days after receipt of
                  the Disputed Adjustments to dispute any calculations or
                  amounts reflected therein. If the NSC Representative does not
                  give Buyer written notice of such a dispute, specifying the
                   grounds therefor, within such thirty (30) day period, the
                  Disputed Adjustments shall be deemed to have been accepted by
                  NSC and the Members in the form in which it was delivered by
                  Buyer. In the event that the NSC Representative gives such
                  written notice to Buyer within such thirty (30) day period,
                  the NSC Representative and Buyer shall, within twenty (20)
                  days after the giving thereof, attempt to resolve the dispute
                  and agree in writing upon the final content of the Disputed
                  Adjustments. In the event that the NSC Representative and
                  Buyer are unable to resolve any such dispute within such
                  twenty (20) day period, then a nationally recognized
                  accounting firm mutually acceptable to the NSC Representative
                  and Buyer shall be employed as arbitrator (the "Arbitrator")
                  hereunder to settle such dispute as soon as practicable. The
                  Arbitrator shall have access to all documents and facilities
                  necessary to perform its function as arbitrator. The
                  Arbitrator's determination with respect to any such dispute
                  shall be final and binding upon the parties hereto. NSC and
                  Buyer shall each pay one half (1/2) of the fees and expenses
                  of the Arbitrator for such services.

                            2.3.5     Payment of Adjustment to Closing Working
                  Capital Amount. Within ten (10) calendar days after the Final
                  Closing Statements are determined and become final, either (i)
                  if the Preliminary Working Capital Adjustment is greater than
                  the Closing Working Capital Amount reflected in the Final
                  Closing Statements, NSC shall be responsible to pay Buyer in
                  immediately available funds the amount of such difference, or
                  (ii) if the Preliminary Working Capital Adjustment is less
                  than the Closing Working Capital Amount reflected in the Final
                  Closing Statements, Buyer shall pay to NSC in immediately
                  available funds the amount of such difference. If monies are
                  owing from NSC to Buyer under this subsection 2.3.5, then such
                  amounts, together with interest earned thereon, shall be paid
                   to Buyer from the Indemnification Escrow Deposit in accordance
                  with the terms of the Escrow Agreement; provided, however, in
                  the event and to the extent that such amounts are not paid to
                  Buyer from the Indemnification Escrow Deposit for any reason
                  within ten (10) days of when due and owing, NSC shall pay such
                  amounts to Buyer upon written demand therefor.

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         3.        Closing.
                  -------

                  3.1       Time. The consummation of the transactions
contemplated by this Agreement (the "Closing") shall take place at 10:00 A.M.
Chicago time on the date hereof (the "Closing Date"). On the Closing Date, NSC
shall sell, transfer, assign, convey and deliver to Buyer the Purchased Assets,
Buyer shall pay the Purchase Price as described in Section 2 and the parties
shall deliver the agreements, certificates and other documents required to be
delivered pursuant to the terms of this Agreement. Upon the occurrence of the
Closing, the Purchased Assets and the Assumed Liabilities shall be deemed to
have been transferred effective as of 12:01 A.M. on the Closing Date.

                  3.2       Further Assurances. If at any time after the Closing
Date, Buyer shall consider or be advised that any further deeds, assignments or
other instruments, documents or assurances or any other acts are reasonably
necessary, desirable or proper to (a) vest, perfect or confirm, of record or
otherwise, in Buyer, the title to the Purchased Assets, or (b) otherwise carry
out the purposes of this Agreement, NSC and the Members agree to execute and
deliver all such deeds, assignments, instruments, documents, make such
assurances and do all acts reasonably necessary, desirable or proper to vest,
perfect and confirm title to such Purchased Assets in Buyer, and otherwise to
carry out the purposes of this Agreement. Without limiting the foregoing, the
parties agree that NSC's bank accounts shall be transferred to Buyer at Closing,
and that the parties shall take such actions with the applicable depository
banks as are necessary or desirable to effectuate or evidence such transfer at
or reasonably promptly after the Closing.

          4.        Representations and Warranties of NSC.   NSC represents and
                  -------------------------------------
warrants to Buyer as follows:

                  4.1       Status; Authority, Binding Agreement. NSC has all
requisite power and authority, corporate or otherwise, to enter into this
Agreement and to carry out its obligations hereunder. This Agreement has been
duly executed and delivered by NSC and this Agreement constitutes, and all other
agreements, documents and instruments to be executed and delivered by NSC
pursuant hereto will constitute, the legal, valid and binding obligations of
NSC, enforceable against NSC in accordance with their terms (subject, as to the
enforcement of remedies, to general principles of equity and to bankruptcy,
insolvency and similar laws affecting creditors' rights generally).

                  4.2       [Intentionally Omitted].

                  4.3       Capitalization. Schedule 4.3 to this Agreement sets
forth the name and address of the Members and their interest in NSC. There are
no outstanding options, warrants or other rights or agreements to purchase or
subscribe to become a member or own any interest in NSC. All of the currently
issued and outstanding membership interests of NSC have been duly authorized and
are validly issued, fully paid and nonassessable and have not been issued in
violation of any applicable law, NSC's Articles of Organization and Operating
Agreement or the terms of any other agreement to which the Members or NSC are
bound. The interests represent one hundred percent (100%) of the fully diluted
membership interest of NSC.

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<PAGE>

                  4.4       Organization, Power and Qualification. NSC is a
limited liability company duly organized, validly existing and in good standing
under the laws of the State of Louisiana, and has all requisite corporate power
and authority to own or hold under lease its properties and assets and to carry
on its business as now conducted. NSC is duly qualified to do business and is in
good standing as a foreign limited liability company in the jurisdictions listed
on Schedule 4.4. NSC is duly qualified to do business and is in good standing as
a foreign corporation in all of the jurisdictions in which the failure to be so
qualified would have a material adverse affect on the ability of NSC to carry
out its business as now being conducted.

                  4.5       No Violation. Except as set forth on Schedule 4.5
hereto, neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated hereby will constitute a violation
of, or be in conflict with, or result in a cancellation of, or constitute a
default under, or create (or cause the acceleration of the maturity of) any
debt, obligation or liability affecting, or result in the creation or imposition
of any security interest, lien, or other encumbrance upon any of NSC's assets
under: (a) any term or provision of the certificate of organization or operating
agreement (or other organic document) of NSC; (b) any judgment, decree, order,
regulation or rule of any court or governmental authority; (c) any statute, law
or regulation; (d) any contract, agreement, indenture, lease or other commitment
to which either NSC or any of the Members are a party or by which they or the
Purchased Assets are bound; or (e) cause any change in the rights or obligations
of any party under any such contract, agreement, indenture, lease or commitment.

                  4.6       Consents. Except as set forth on Schedule 4.6 hereto,
no consent of, or notice to, any federal, state or local authority, or any
private person or entity, is required to be obtained or given by NSC or the
Members in connection with the execution, delivery or performance of this
Agreement or any other agreement or document to be executed, delivered or
performed hereunder by NSC or the Members or to enable Buyer to continue to
conduct the Business after the Closing in the manner in which it is currently
conducted.

                   4.7       Investments. NSC does not own, directly or
indirectly, any stocks, bonds or securities or any equity or other proprietary
interest in any corporation, partnership, joint venture, business enterprise or
other entity of any nature whatsoever.

                  4.8       Financial Statements. Schedule 4.8 hereto contains
true and correct copies of the following financial statements (the "Financial
Statements"): (a) the balance sheets of NSC as of August 31, 2006 and December
31, 2005; and (b) the income statements of NSC for the eight (8) month period
ended August 31, 2006 and for the twelve (12) month period ended December 31,
2005. As disclosed in Schedule 4.8, each of the balance sheets included in the
Financial Statements fairly present the assets, liabilities and financial
condition of NSC as at the dates thereof in all material respects, and such
statements of operations included in the Financial Statements fairly present the
results of operations for the periods therein referred to, all in accordance
with the accounting policies used by NSC, consistently applied. Generally, NSC
recognized revenue upon the completion of its services and recognized expenses
as they were incurred. NSC has not used estimates to determine assets,
liabilities, contingencies, revenues and expenses. Property and equipment are
carried at cost and NSC depreciates property and equipment using tax
depreciation methods and depreciable lives of 5 to 7 years. Maintenance and
repairs are charged to expense as incurred and expenditures for major
improvements are capitalized.

                                       11
<PAGE>

                  4.9       Undisclosed Liabilities. Except as set forth on
Schedule 4.9, NSC does not have any indebtedness, liabilities or obligations
(direct or indirect, contingent or absolute, matured or immatured) of any nature
whatsoever, whether arising out of contract, tort, statute or otherwise which
are not reflected, reserved against or given effect to in the Financial
Statements, except liabilities and obligations incurred in the ordinary course
of business since the date of the Financial Statements which are the same nature
as those set forth on the Financial Statements, and there is no basis for
assertion against NSC of any liabilities or obligations not adequately
reflected, reserved against or given effect to in the Financial Statements. The
parties agree that to the extent that another representation or warranty given
by NSC in this Section 4 relates more specifically to a particular type of
liability or obligation, that such other representation or warranty shall
supersede the more general representation and warranty of this Section 4.9 with
respect thereto.

                  4.10      Absence of Certain Changes. Except as disclosed in
Schedule 4.10, since December 31, 2005, there has not been: (a) any adverse
change in the condition (financial or otherwise) of the properties, assets,
liabilities, results of operation or prospects of NSC's business; (b) any
damage, destruction or loss (whether or not covered by insurance) affecting the
properties, assets, liabilities, financial condition, results of operations or
prospects of the Business; (c) any direct or indirect redemption, retirement,
purchase or other acquisition of any interest of NSC; (d) any increase in the
compensation, commissions or perquisites payable or to become payable by NSC to
any director, officer, employee, or agent thereof, or any payment of any bonus,
profit sharing or other extraordinary compensation to any NSC employee (other
than any such increase or payment paid or to become payable in the ordinary
course of business consistent with past practices); (e) any change in any of the
accounting methods or practices followed by NSC or any change in depreciation or
amortization policies or rates theretofore adopted; (f) any cancellation of any
debts owed to or claims held by or on behalf of NSC; (g) any actual or
threatened termination of any business relationships or material agreements
between NSC and any of its customers and suppliers; (h) any incurrence of any
obligation or liability (absolute or contingent) for indebtedness; (i) any
acceleration or other prepayment of indebtedness, or (j) any sale, lease,
abandonment or other disposition of any real property, or, other than in the
ordinary course of business, of any machinery, equipment or other properties, or
any intangible assets utilized in the Business.

                  4.11      Taxes. NSC has filed on a timely basis all Tax
returns that are or were required to be filed by it under applicable Law. All
such Tax returns were correct and complete in all respects and have been
prepared in accordance with applicable legal requirements. NSC has paid all
Taxes that have or may have become due for all periods covered by the Tax
returns or otherwise, or pursuant to any assessment received by NSC. NSC has
withheld and paid all Taxes required under applicable Law to have been withheld
and paid in connection with any amounts paid, owing, or applicable to any
employee, independent contractor, creditor, member or other person, and all
Internal Revenue Service Forms W-2 and 1099 required with respect thereto have
been properly and timely filed. NSC has not received any written notice from a
taxing authority of a jurisdiction where NSC does not file Tax returns claiming
that it is or may be subject to taxation by that jurisdiction. There are no
liens for Taxes on any of the Purchased Assets that arose in connection with any
failure (or alleged failure) to pay any Tax, and, there is no basis for
assertion of any claims attributable to Taxes which, if adversely determined,
would result in any such liens. There is no pending, or to NSC's and the
Members' knowledge, threatened or anticipated assessment of any additional Tax
against NSC for any taxable period for which Tax returns have been filed which
may cause the Purchased Assets to be subject to an encumbrance.

                                       12
<PAGE>

                  4.12      Title to and Condition of Assets. NSC is the owner
of and has good title to all of the Purchased Assets, including those assets and
properties reflected in the Financial Statements (other than those properties
and assets disposed of since August 31, 2006, in the ordinary course of
business), and to all properties and assets acquired by NSC after such date,
free and clear of all mortgages, liens, pledges, charges, security interests,
encumbrances or other third party interests of any nature whatsoever. To the
Knowledge of NSC, the Purchased Assets are in reasonable operating condition and
repair, ordinary wear and tear excepted.

                  The Purchased Assets constitute all of the rights, properties
and assets, tangible and intangible, real, personal and mixed, in electronic
form or otherwise, utilized by NSC in the conduct of its Business. None of the
Purchased Assets are owned or controlled by any of the Members or their
Affiliates.

                  4.13      Real Estate and Leases. NSC does not own any real
property. There is disclosed in Schedule 4.13 a description of all real estate
(including buildings and improvements) leased by NSC or any of the Members and
used in the Business according to the character of the property and the location
thereof. There is disclosed in Schedule 4.13 a brief description (including in
each case the annual rental payable, the expiration date, a brief description of
the property covered and the name of the lessor) of every lease or agreement
(written or oral) under which NSC is lessee of, or holds or operates, any real
property. Each of such leases and agreements is in full force and effect and
constitutes a legal, valid and binding obligation of NSC and, to the Knowledge
of NSC, the other respective parties thereto. Neither NSC, nor to the Knowledge
of NSC, any other party thereto is in default in any respect under any such
lease or agreement nor has any event occurred which with the passage of time or
giving of notice or both would constitute such a default. To the Knowledge of
NSC, the real property and the buildings thereon utilized by NSC in the conduct
of the Business do not violate any building, zoning or other laws or ordinances,
or any agreements, applicable thereto, and no notice of any such violation or
claimed violation has been received by NSC or any of the Members.

                  Except as set forth on Schedule 4.13, NSC's right, title and
interest in and to each of the real property leases shall continue after the
completion of the transactions contemplated by this Agreement, without the
consent, waiver or approval of any party and such transactions will not give any
party thereto the right to terminate the lease.

                                       13
<PAGE>

                  4.14      Contracts. Except as set forth in Schedule 4.14, NSC
is not a party to, or bound by, any oral or written contracts, agreements,
commitments or understandings ("Contracts"): (a) for the employment of any
officer or employee; (b) for the purchase or sale of membership interests of
NSC; (c) for any indebtedness; (d) for leasing personal property (including,
without limitation, leases for machinery and office equipment, furniture,
fixtures, vehicles, tools and dies); (e) involving the payment of money or other
property in connection with machinery and equipment or inventory in excess of
Five Thousand Dollars ($5,000) per contract or in connection with any other
contract in excess of Five Thousand Dollars ($5,000) per contract by NSC or the
term of which at any time exceeded one year (including, without limitation,
vendor supply contracts or customer "blanket" purchase orders); (f) providing
for the services of dealers, distributors, sales representatives or similar
representatives; (g) relating to the ownership, use or licensing of any patents,
trademarks, trade names, brand names, copyrights, inventions, processes,
know-how, formulae, trade secrets or other proprietary rights; (h) relating to
oral or written and currently effective warranties or representations expressly
or impliedly made by NSC, in respect of any products manufactured or sold or
services provided by NSC, and any other liability or obligation of NSC to
service, repair, maintain, take back or otherwise do or not do anything in
respect to any products, inventory or services that has been delivered by NSC
outside the normal course of business or inconsistent with past practices; (i)
any covenants by or binding NSC not to compete or to abide by any
confidentiality agreement; (j) any other contract that is material to the
Business; or (k) for any transaction between NSC and the Members or their
Affiliates.

                  All of the Contracts constitute legal, valid and binding
obligations of NSC and, to the Knowledge of NSC, the other respective parties
thereto, are in full force and effect, and neither NSC nor, to the Knowledge of
NSC, any other party thereto has violated any provision of, or committed or
failed to perform any act which with notice, lapse of time or both would
constitute a default under the provisions of any Contract. Correct and complete
copies or descriptions of all Contracts disclosed on Schedule 4.14 have been
made available to Buyer.

                  4.15      Receivables. All of the accounts receivable shown on
the Financial Statements, and any such receivables which arose since the
respective dates thereof ("Receivables"), arose from transactions made in the
ordinary course of business, represent legal and valid obligations to NSC and,
are not subject to any set-off or counterclaim, except for adjustments
reflecting returns and allowances in the ordinary course of business. All of the
Receivables are enforceable and are current and collectible in the ordinary
course of business, net of reserves for doubtful accounts, and in accordance
with their terms. Except as set forth on Schedule 4.15, no customer has notified
NSC that such customer disputes or has a claim against any of the Receivables.

                  4.16      Inventory. Except as reserved in the Financial
Statements, all inventory of the rental and sale products included in the
Purchased Assets are in usable condition. All rental products are labeled to
identify NSC as the owner of the units. Except as reserved in the Financial
Statements, none of NSC's inventory is obsolete, has been consigned to others or
is on consignment from or is owned by others.

                                       14
<PAGE>

                  4.17      No Default, Violation or Litigation. NSC is not in
violation of any law, regulation or order of any court or federal, state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality (including, without limitation, laws, regulations, orders,
restrictions and compliance schedules applicable to environmental standards and
controls, wages and hours, civil rights and occupational health and safety) and
NSC has not received any notice of claimed noncompliance. Except as disclosed in
Schedule 4.17, (i) there are no lawsuits, proceedings, claims or governmental
investigations pending or, to the Knowledge of NSC, threatened against or
involving NSC or against or involving any of NSC's assets, or against or
involving any officers or directors of NSC; and (ii) there are no judgments,
consents, decrees, injunctions, or any other judicial or administrative mandates
outstanding against NSC or the Members.

                  4.18      Insurance. Schedule 4.18 contains a list of all
insurance policies (specifying (a) the insurer, (b) the amount of the coverage,
(c) the type of insurance, (d) the policy number and (e) any currently pending
claims thereunder or any claims asserted thereunder or under similar policies
maintained by or on behalf of NSC, its properties, assets, business or
personnel. All such policies are (and pending Closing will continue to be) in
full force and effect, and NSC is not in default with respect to any provision
contained in any insurance policies. NSC has not failed to give any notice or
present any claim thereunder in due and timely fashion, which could adversely
affect the coverage under such policy or be grounds for termination of such
policy.

                  To the Knowledge of NSC, all such insurance is in amounts and
against such risks as are usual and customary and reasonably adequate to protect
NSC's Business and assets. At no time has NSC been denied any insurance or
indemnity bond coverage which it has requested, or received any written notice
from or on behalf of any insurance carrier presently providing insurance
relating to it (i) that insurance rates may or will be substantially increased,
(ii) that there will be no renewal of policies presently in effect, or (iii)
that material alterations to any of the properties or business operations of NSC
are necessary or required by such carrier.

                  4.19      Employment, Labor and Other Relations. Schedule 4.19
sets forth the name, job classification, total annual compensation (base salary,
bonus and other benefits) and whether any employee is on leave (and if so, what
type of leave the employee is on) of each of NSC's officers, employees, sales
representatives and consultants as of the Closing Date.

                  Except as disclosed in Schedule 4.19, NSC is not a party to or
is otherwise bound by any contract, agreement or collective bargaining agreement
with any labor union or organization or other commitment respecting employment
or compensation of any of its officers, directors, agents, consultants or
employees, and no employees of NSC are represented by any labor union or similar
organization. To the Knowledge of NSC, there is no existing or threatened labor
disturbance by NSC's employees or of any of NSC's principal suppliers,
contractors or customers.

                  Except as set forth in Schedule 4.19, there are no charges or
complaints involving any federal, state or local civil rights enforcement agency
or court; complaints or citations under the Occupational Safety and Health Act
or any state or local occupational safety act or regulation; unfair labor
practice charges or complaints with the National Labor Relations Board; or other
claims, charges, actions or controversies pending, or, to the best Knowledge of
NSC, threatened or proposed, involving NSC and any employee, former employee or
any labor union or other organization representing or claiming to represent such
employees' interests.

                                       15
<PAGE>

                  NSC is and has heretofore been in compliance with all laws,
rules and regulations respecting employment and employment practices, terms and
conditions of employment and wages and hours, the sponsorship, maintenance,
administration and operation of (or the participation of its employees in)
employee benefit plans and arrangements and occupational safety and health
programs, and NSC is not engaged in any violation of any law, rule or regulation
related to employment, including unfair labor practices or acts of employment
discrimination.

                  NSC has not had a plant closing or mass lay-off (as those
terms are defined in the Worker Adjustment and Retraining Notification Act of
1988) affecting in whole or in part any facility, operating unit or employee of
NSC.

                  4.20      Employee Benefits.

                  (a)       Benefit Plans. Schedule 4.20 discloses all written
         and unwritten Benefit Plans, whether or not funded and whether or not
         terminated, (i) maintained or sponsored by NSC, (ii) with respect to
         which NSC has or may have liability or is obligated to contribute,
         (iii) that otherwise cover any of the current or former employees of
         NSC or their beneficiaries, or (iv) as to which any current or former
         employees of NSC or their beneficiaries participated or were entitled
         to participate or accrue or have accrued any rights, other than a
         Multiemployer Plan (each, a "NSC Benefit Plan").

                  (b)       NSC Group Matters; Funding. Neither NSC, nor any
         corporation or other trade or business that may be aggregated with NSC
         under Sections 414(b), (c), (m) or (o) of the Internal Revenue Code
         (the "NSC Group"), has any obligation to contribute to, or any direct
         or indirect Liability with respect to, any Benefit Plan of the type
         described in Sections 4063 and 4064 of ERISA or Section 414(c) of the
         Internal Revenue Code (the "IRC"). NSC does not have, and, after the
         Closing, Buyer will not have, any liability with respect to any Ben