ASSET PURCHASE AGREEMENT

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Exhibit 10.1

ASSET PURCHASE AGREEMENT

by and between

NORTH COUNTRY ENVIRONMENTAL SERVICES, INC.,

and

NCES EQUIPMENT COMPANY, INC.

collectively, as Seller,

and

VERIDIUM CORPORATION,

and

ENVIROSAFE CORPORATION,

collectively, as Purchaser,

Dated as of March 31, 2005

V.3.30.05

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ASSET PURCHASE AGREEMENT

THIS AGREEMENT is made as of the 31st day of March, 2005

AMONG:

VERIDIUM CORPORATION, a company formed pursuant to the laws of the

State of Delaware and having an office for business located at 14B

Jan Sebastian Drive, Sandwich, Massachusetts 02563 (referred to

herein individually as "Veridium" or together with EnviroSafe as the

"Purchaser")

AND:

ENVIROSAFE CORPORATION, a company formed pursuant to the laws of the

State of Massachusetts and having an office for business located at

14B Jan Sebastian Drive, Sandwich, Massachusetts 02563 (referred to

herein individually as "EnviroSafe" or together with Veridium as the

"Purchaser")

AND:

NORTH COUNTRY ENVIRONMENTAL SERVICES, INC., a company formed

pursuant to the laws of the State of Massachusetts and having an

office for business located at 31 Granite Street, Suite 8, Milford,

Massachusetts (referred to herein individually as "NCES" or together

with NCES Equipment as the "Seller")

AND:

NCES EQUIPMENT COMPANY, INC., a company formed pursuant to the laws

of the State of Massachusetts and having an office for business

located at 31 Granite Street, Suite 8, Milford, Massachusetts

(referred to herein individually as "NCES Equipment" or together

with NCES as the "Seller")

WHEREAS:

A. The Purchaser is an environmental services provider specializing in the

recycling and reuse of industrial hazardous waste that provides

transportation, storage, disposal, remediation and recycling services for

public and private sector clients;

B. The Seller is engaged in the business of providing environmental services

through the operation of service centers in Sagamore Beach, Massachusetts,

Milford, Massachusetts, and Barre, Vermont (the "Business") incidental to

which it has certain assets including but not limited to the following:

(a) Accounts receivable, inventories, prepaid expenses and other

miscellaneous assets;

(b) Certain equipment and vehicles;

(c) Certain computer equipment and fixtures, furniture and the like;

(d) Certain telephone and facsimile numbers; and,

C. The Purchaser desires to purchase and acquire and the Seller desires to

sell, convey, assign and transfer, or cause to be sold, conveyed, assigned

and transferred, to the Purchaser, the Seller's Assets.

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises

and the mutual covenants, agreements, representations and warranties contained

herein, and other good and valuable consideration, the receipt and sufficiency

of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

As used herein, the terms below shall have the following meanings:

(a) "Accounts Receivable" has the meaning set forth in Section 2.1(a)(i).

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(b) "Affiliate" of a Person means any other Person that, directly or

indirectly, through one or more intermediaries, controls, is controlled by, or

is under common control with, the first mentioned Person.

(c) "Agreement" means this Asset Purchase Agreement.

(d) "Assumed Liabilities" has the meaning set forth in Section 2.3.

(e) "Balance Sheet" means the balance sheet of the Business.

(f) "Business" has the meaning set forth in the Recitals.

(g) "Closing" has the meaning set forth in Section 3.1.

(h) "Closing Date" has the meaning set forth in Section 3.1.

(i) "Customer Contracts" has the meaning set forth in Section

2.1(b)(ii)(A).

(j) "Excluded Liabilities" means any liabilities and obligations with

respect to, arising out of or relating to, the ownership, possession or use of

the Seller's Assets and the operation of the Business prior to the Closing Date

except those liabilities expressly assumed pursuant to Section 2.3 hereunder.

(k) "Financial Statements" has the meaning set forth in Section 4.4.

(l) "GAAP" means United States generally accepted accounting principles as

in effect from time to time.

(m) "Governmental Entity" means any federal, state, provincial, local,

county or municipal government, governmental, judicial, regulatory or

administrative agency, commission, board, bureau or other authority or

instrumentality, domestic or foreign.

(n) "Person" means an individual, corporation, partnership, association,

limited liability company, trust, joint venture, unincorporated organization,

other entity or group (as defined in Section 13(d)(3) of the Securities Exchange

Act of 1934, as amended).

(o) "Purchase Price" has the meaning set forth in Section 2.5

(p) "Purchaser" has the meaning set forth in the Preamble.

(q) "Seller" has the meaning set forth in the Preamble.

(r) "Seller's Assets" has the meaning set forth in Section 2.1.

Section 1.2 Captions and Section Numbers

The headings and section references in this Agreement are for convenience of

reference only and do not form a part of this Agreement and are not intended to

interpret, define or limit the scope, extent or intent of this Agreement or any

provision thereof.

Section 1.3 Section References and Schedules

Any reference to a particular "Article", "section", "paragraph", "clause" or

other subdivision is to the particular Article, section, clause or other

subdivision of this Agreement and any reference to a Schedule by letter will

mean the appropriate Schedule attached to this Agreement and by such reference

the appropriate Schedule is incorporated into and made part of this Agreement

Section 1.4 Severability of Clauses

If any part of this Agreement other than Section 2.5 is declared or held to be

invalid for any reason, such invalidity will not affect the validity of the

remainder which will continue in full force and effect and be construed as if

this Agreement had been executed without the invalid portion, and it is hereby

declared the intention of the parties that this Agreement would have been

executed without reference to any portion which may, for any reason, be

hereafter declared or held to be invalid.

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ARTICLE II

PURCHASE AND SALE OF ASSETS

Section 2.1 Acquired Assets

On the terms and subject to the conditions set forth in this Agreement, at the

Closing the Seller shall sell, assign, transfer, convey, and deliver to the

Purchaser free and (where applicable) clear of all liens, claims, interests and

encumbrances of any nature, and the Purchaser shall purchase and accept from the

Seller the assets of the Seller (the "Seller Assets") as hereinafter described

(collectively, the assets set forth in this Section 2.1 are referred to as

"Seller's Assets"). Any liens or encumbrances assumed by Purchaser are

identified in Schedule 2.2:

(a) all legal and beneficial right, title, and interest of the Seller,

whether prospective or actual, in and to the Seller Assets, whether tangible or

intangible, real, personal or mixed, wherever situated, owned, held or used by

the Seller or in which the Seller has any right, title or interest that is

owned, directly or indirectly, leased or otherwise held primarily for use in the

Business and specifically including the following:

(i) all accounts receivable arising out of the operation of the

Business existing on the date hereof including, without limitation, those listed

or described on Schedule 2.1(a)(i), or arising in the ordinary course under the

Customer Contracts after the date hereof (the "Accounts Receivable");

(ii) all rights and incidents of interest of the Seller to:

(A) all of the services agreements between the Seller and a

customer in any way relating to the Business (the "Customer Contracts") existing

on the date hereof or arising in the ordinary course after the date hereof and

listed or described on Schedule 2.1(a)(ii)(A) (which Schedule will be provided

by Purchaser prior to the Closing Date);

(B) the agreements, contracts and arrangements between the

Seller and a vendor or other third party providing goods or services relating to

the Business listed on Schedule 2.1(a)(ii)(B) (which Schedule will be provided

by the Purchaser prior to the Closing Date);

(C) all of the rights of the Seller regarding confidentiality

and/or non-competition with respect to its current and former employees; and

(iii) all equipment, computers, furniture, furnishings, fixtures,

office supplies, vehicles and all other tangible personal property currently

owned by, or on order to be delivered to, the Seller, that are used in the

operation of the Business or are located on, or to be delivered to, any owned

real property or premises subject to the real property leases (collectively, the

"Tangible Personal Property"), including without limitation, such of the

foregoing as are listed or described on Schedule 2.1(a)(iii);

(iv) all trade names, trademarks, registered copyrights, service

marks, trademark registrations and applications, service mark registrations and

applications, copyright registrations and applications, internet addresses and

other internet related assets used primarily in the operation of the Business as

are listed or described on Schedule 2.1(a)(iv) (the "Intellectual Property");

(v) all rights and claims under all contracts, warranties,

representations and guarantees made by suppliers, manufacturers and contractors

in connection with the Seller's Assets and all rights and claims relating to

Assumed Liabilities except those shown or described on Schedule 2.1(a)(v);

(vi) all licenses, permits, authorizations and approvals issued to

the Seller by any Governmental Entity relating to the operation of the Business,

including without limitation, such of the foregoing as are listed or described

on Schedule 2.1(a)(vii);

(vii) all surety bonds, collateral bonds, letters of credit, cash

trusts, cash deposits or the proceeds thereof for the Financial Assurance

requirements or performance bond requirements, whether or not required under

applicable Environmental Laws;

(viii) all books and records of the Business;

(x) all inventories of supplies and spare parts of the Seller relating to

the operation of the Business;

(xi) the following telephone numbers: (508) 634-9800 and (508)

634-8259 (facsimile) and those numbers listed on Schedule 2.1(a)(xi);

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(xii) all goodwill primarily related to the Business; and,

(xiii) to the extent assignable, rights of indemnification from all

non-affiliated third parties for liabilities and obligations relating to the

Business or the Seller's Assets.

Section 2.2 Encumbrances

The sale and transfer of the Seller's Assets at the time of the Closing shall be

free and clear of all obligations, security interests, liens and encumbrances,

except as identified above and described in Schedule 2.2 and other schedules

attached hereto, or unless expressly assumed in writing by the Purchaser.

Section 2.3 Assumed Liabilities

On the terms and subject to the conditions set forth in this Agreement, at the

Closing, the Purchaser shall assume from the Seller and thereafter pay, perform

or otherwise discharge in accordance with their terms all of the liabilities and

obligations of the Seller with respect to, arising out of or relating to, the

ownership, possession or use of the Seller's Assets and the operation of the

Business other than the Excluded Liabilities, including without limitation the

following:

(a) the Wellesley Co-operative Bank line of credit facility in the

approximate amount of $355,000 (which amount is to be paid off at the Closing

hereof);

(b) certain Seller officer loans in the approximate amount of $178,000

(which amount is to be paid off at the Closing hereof); and,

(c) liabilities and obligations with respect to, arising out of or

relating to, the ownership, possession or use of the Seller's Assets and the

operation of the Business arising after the Closing Date, as well as accounts

payable, accruals for expected accounts payable, notes payable, accrued salaries

and wages, and other accrued miscellaneous expenses associated with the

Business, as shown in Schedule 2.3.

Section 2.4 Excluded Liabilities

Notwithstanding anything to the contrary contained in this Agreement, and except

as set forth in Section 2.3 above and as set forth on Schedule 2.3 hereto,

Purchaser shall not assume or agree to pay, perform or otherwise discharge or

have any liability whatsoever for any Excluded Liabilities or any other

liabilities, obligations or expenses, if any, of Seller whatsoever other than

the Assumed Liabilities. Included in the foregoing, without limitation of the

Excluded Liabilities, are the following:

(a) Purchaser does not assume or agree to pay, satisfy, discharge or

perform, and shall not be deemed by virtue of the execution and delivery of this

Agreement or the conveyance of the Assets hereunder, or of any instrument, paper

or document delivered by it pursuant to this Agreement, or as a result of the

consummation of the transactions contemplated by this Agreement, to have

assumed, or to have agreed to pay, satisfy, discharge or perform, any liability,

obligation or indebtedness of Seller (whether absolute, accrued, or contingent,

whether filed or asserted prior to or after the Closing Date and whether arising

out of or in any way connected with the Assets or Business of Seller or

otherwise except those set forth on Schedule 2.3 or included in Section 2.3

hereof) all of which, Seller agrees to pay, satisfy, discharge and perform.

Without limitation of the foregoing, the following liabilities shall not be

assumed by Purchaser:

(i) any obligation or liability of Seller to perform this Agreement

or relating to the breach of any representation or warranty made by Seller

hereunder;

(ii) any obligation or liability of Seller for expenses, taxes,

commissions, fees and charges, legal costs and damages incident to the

preparation of this Agreement or the consummation of the transactions

contemplated hereby;

(iii) any liability of Seller to its stockholders, members, equity

owners or to its creditors, including with respect to trade creditors or

landlords or lessors or disputes with stockholders, members, equity owners or

any and all other accounts payable or liabilities (except such specific amounts

as are expressly assumed by Purchaser and subject to Section 2.3 hereof);

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(v) any liability of Seller with respect to its capital stock,

membership units, or other securities of Seller or any warrants, options or

rights to purchase its capital stock, membership units or other securities;

(vi) any liability claimed as a result of any service provided by

Seller, or any liability for death, personal injuries (including libel or

slander), property damages or incidental or consequential damages relating to

any act or omission alleged to have been taken by Seller prior to the Closing

Date;

(vii) any liability for claims based solely upon Seller's

negligence:

(viii) any liability or obligation under any agreement binding upon

Seller, including, without limitation, any liability or obligation resulting

from any breach or failure of Seller to perform or any alleged breach or failure

to perform prior to the Closing Date or any liability for non-performance with

respect to any agreement which cannot be timely performed after the Closing

Date;

(ix) any liability or obligation, prior to the Closing Date, under

any collective bargaining agreement with any labor union or liability for claims

thereunder including, without limitation, any liability for premature withdrawal

from any multi-employer plan.

(x) any liability to employees or former employees of Seller or any

of their respective beneficiaries, heirs or assignees, including (i) any

liabilities arising by virtue of any collective bargaining relationship or

agreement or pursuant to the National Labor Relations Act or any other labor

relations law or pursuant to any employment agreement, (ii) any liabilities for

workers' compensation, and (iii) any liabilities or obligations under any ERISA

Plan Compensation Commitment or any other agreements or understandings involving

employees of Seller;

(xi) any liability to the Pension Benefit Guaranty Corporation or

United States Department of Labor or any similar organization, whether arising

out of the employment by Seller of any employees or former employees or

otherwise;

(xii) any liability under any law ordinance, rule or regulation

including, without limitation, antitrust, civil rights, health, safety, labor,

discrimination and environmental laws, ordinances, rules and regulations,

including, without limitation, any environmental clean-up liability;

(xiii) any liability arising out of or based upon any action, suit,

claim, investigation, consent decree, review or proceeding, at law or in equity

or before any Federal, state, municipal or other governmental department,

commission, board, bureau, agency or other instrumentality, that exists now or

at the Closing or that arises after the Closing with respect to matters

occurring at or prior to the Closing; and,

(xiv) any liability under any compensation commitment of Seller or

any liability in connection with the layoff, termination or other action or

inaction affecting Sellers' employees, including, but not limited to, claims

arising out of or related to Seller's obligations under the Labor Management

Relations Act, as amended, Title VII of the Civil Rights Act of 1964, as

amended, all state fair employment practice laws, ERISA, COBRA, any collective

bargaining agreement to which any Seller is a party, and any individual or other

collective contracts of employment.

Section 2.5 Purchase Price

In consideration for the Seller's Assets, the Purchaser shall: (a) pay off

Seller's line of credit facility with Wellesley Co-operative Bank at the Closing

by the sum of THREE HUNDRED FIFTY-FIVE THOUSAND DOLLARS ($355,000) in cash by

wire transfer of immediately available funds; (b) pay off Seller's loan to Rob

Berger at the Closing by the sum of ONE HUNDRED SEVENTY-EIGHT THOUSAND DOLLARS

($178,000), FIFTY THOUSAND DOLLARS ($50,000) of such amount shall be paid in

cash by wire transfer of immediately available funds, and ONE HUNDRED

TWENTY-EIGHT THOUSAND DOLLARS ($128,000) of this amount shall be paid out of the

earnings before interest, taxes depreciation and amortization of the Business in

the form of cash or, at the sole option of Rob Berger, shares of Veridium common

stock, on or before the end of the sixth month after the Closing; and (c), issue

to Seller shares of Veridium common stock in the amount of SEVENTY-FIVE THOUSAND

DOLLARS ($75,000).

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ARTICLE III

THE CLOSING

Section 3.1 Closing

The consummation of the transactions contemplated by this Agreement (the

"Closing") shall take place on or before April 30, 2005 at (i) the offices of

Purchaser's attorney or, (ii) if requested by the Purchaser at least two (2)

business days prior to the Closing, at the Purchaser's place of business (the

date of the Closing being herein referred to as the "Closing Date").

Section 3.2 Deliveries at Closing

(a) At the Closing, the Seller shall deliver to the Purchaser:

(i) duly executed instruments or other evidence sufficient to

transfer to Purchaser Seller's Assets;

(ii) duly executed bills of sale, substantially in the form of

Exhibit A attached hereto, transferring Seller's Assets to Purchaser;

(iii) an employment agreement, substantially in the form of Exhibit

B attached hereto, duly executed by Paul Connors;

(iv) Seller's Assets (as set forth on Schedule 2.1), by making

Seller's Assets available to Purchaser at their locations as of the Closing

Date; and,

(v) any documents or certificates that are necessary to transfer to

Purchaser good, clear and marketable title all of the Assets and assignments of

all Company Contracts, and (ii) all opinions, certificates and other instruments

and documents required by the terms of this Agreement to be delivered by Seller

at or prior to Closing or otherwise required in connection with the Acquisition.

(b) At the Closing, the Purchaser shall deliver to the Seller:

(i) the cash portion of the Purchase Price by wire transfer in

immediately available funds paid directly to Wellesley Co-operative Bank and Rob

Berger in accordance with the Purchase Price provisions hereof;

(ii) Veridium common stock in accordance with the Purchase Price

provisions hereof; and,

(iii) all documents required to be delivered by Purchaser to Seller

at or prior to the Closing Date in connection with this Agreement.

Section 3.3 Post-Closing Matters

Forthwith after the Closing, the parties, as the case may be, agree to use all

their best efforts to:

(a) issue a news release reporting the Closing;

(b) file a Form 8K with the Securities and Exchange Commission disclosing

the terms of this Agreement within 4 days of the Closing and, not more than 60

days following the filing of the Form 8K, file and amended Form 8K which

includes the financial statements of Seller as well as pro forma financial

information of Purchaser and Seller as required by Item 310 of Regulation SB as

promulgated by the Securities and Exchange Commission.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE SELLER

Seller represents and warrants that as of the date hereof and as of the Closing

Date, the following representations shall be true and correct and in full force

and effect:

Section 4.1 Organization and Good Standing

North Country Environmental Services, Inc. and NCES Equipment Corporation each

is a corporation duly organized and validly existing under the laws of the

Commonwealth of Massachusetts and has the corporate power and authority to own,

lease and operate the Assets used in the Business and to carry on the Business

as now being conducted.

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Section 4.2 Authority, Approvals and Consents

Seller has the corporate power and authority to enter into this Agreement and to

perform their obligations hereunder. The execution, delivery and performance of

this Agreement and the consummation of the transactions contemplated hereby have

been duly authorized and validly approved by the Board of Directors of Seller

and by their respective stockholders and no other corporate or other proceedings

on the part of Seller are necessary to authorize and approve this Agreement and

the transactions contemplated hereby. Seller hereby expressly represents that

they have fully and properly complied with all aspects of applicable

Massachusetts corporate law in entering into this Agreement and for consummating

the transactions contemplated hereunder. This Agreement has been duly executed

and delivered by, and constitutes a valid and binding obligation of Seller,

enforceable against Seller in accordance with its terms.

Except as set forth or referred to above on Schedule 4.2(ii) hereto, no

authorization, consent, order, permit or approval of, or notice to, or filing,

registration or qualification with, any governmental, administrative or judicial

authority is necessary to be obtained or made by Seller to enable Purchaser to

continue to conduct the Business and use the Assets after the Closing in a

manner which is in all material respects consistent with that in which the

Business is presently conducted and as the Assets are currently utilized.

Furthermore, no authorization, consent, order, permit or approval of, or notice

to, or filing, registration or qualification with, any governmental,

administrative or judicial authority, creditor or other party is necessary to be

obtained or has not been obtained by Seller prior to Closing to effectively

convey to Purchaser good, clear and marketable title to the Assets, free of any

and all claims of any party with respect thereto (except as set forth in Section

4.4 herein below and provided in Schedule 4.2(ii)).

Section 4.3 Consents and Approvals

No consent, approval, or authorization of, or declaration, filing, or

registration with, any Governmental Entity will be required to be made or

obtained by Seller in connection with the execution, delivery, and performance

of this Agreement and the consummation of the transactions contemplated hereby,

except as set forth on Schedule 4.2(ii) hereto. Excluded from the foregoing are

any and all state or federal environmental regulatory agency requirements or

filings which shall be Purchaser's sole responsibility; provided, however, that

Seller does hereby agree to provide reasonable cooperation to assist Purchaser's

satisfaction of such requirements.

Section 4.4 Financial Information

Schedule 4.4 contains an unaudited Balance Sheet and income statement prepared

by the finance and accounting staff of Seller for the Business as of December

31, 2004, with the representation that they have been prepared in accordance

with GAAP (the "Financial Statements") on a review (not audited) basis (with

exception for footnotes, summaries and statements of cash flows). The Financial

Statements were prepared by Sellers and have not been reviewed by an independent

certified public accounting firm. Except as set forth on Schedule 4.4 hereto,

the Financial Statements are in accordance with the books and records of the

Seller and fairly and accurately present the financial position, results of

operations, stockholder's equity and cash flows of Seller as of the dates and

for the periods indicated, in each case in conformity with GAAP, consistently

applied (with exception for footnotes, summaries and statements of cash flows).

The statements of income included in the Financial Statements do not contain any

items of special or nonrecurring income except as expressly specified therein,

and the balance sheets included in the Financial Statements do not reflect any

write-up or revaluation increasing the book value of any Assets. The books and

accounts of Seller are complete and correct and fully and fairly reflect all of

the transactions of Seller and are presently located solely at the offices of

Seller and not at any other location.

Section 4.5 Title to Property/Assets

The Seller's Assets comprise all of the property and assets of the Business, and

no other person, firm or corporation owns any assets used by Seller or its

subsidiaries in operating the Business, whether under a lease, rental agreement

or other arrangement. Except as set forth in Schedule 4.5 attached hereto and

incorporated herein by this reference verbatim and at length, the sale of the

Assets by Seller pursuant hereto will effectively convey to Purchaser all of the

Assets, including all tangible and intangible assets and properties of Seller,

as specified on Schedule 2.2. Seller has good, clear and marketable title to all

of the Assets and to all other properties reflected on the Financial Statements

or acquired after the date thereof (other than properties and assets sold or

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otherwise disposed of after the date thereof in the ordinary course of

business), and each such Asset is held free and clear of (i) all leases,

licenses and other rights to occupy or use such property and (ii) all Security

Interests, rights of way, easements, restrictions, exceptions, variances,

reservations, covenants or other title defects or limitations of any kind,

except (with respect to all such properties) those set forth on Schedule 4.5

hereto, none of which has a Material Adverse Effect on such property or its

present or contemplated use in the Business. All Equipment is in good operating

and working condition for its continued use as it has been used in the Business.

Section 4.6 Absence of Material Adverse Change; Conduct of Business

Since December 31, 2004, there has been no Material Adverse Effect and there is

no condition, development or contingency of any kind existing or in prospect

which, so far as reasonably can be foreseen at this time, may result in any

Material Adverse Effect to the Business or which would violate Section 6.1

hereof. With the exception of transactions listed on Schedule 4.6, since

December 31, 2004:

(a) Seller has not sold or transferred any assets that are material to the

Business other than in the ordinary course of business;

(b) the has been no labor dispute, strike, union organizational activity

allegation or other similar occurrence which might reasonably be expected to

materially and adversely affect the Business; and

(c) Seller has not taken any actions which would adversely effect the

Financial Statements or any Company Agreements and has not obtained any

information relative to the Financial Statements or any Company Agreements which

has not been d