ASSET PURCHASE AGREEMENT

Exhibit 10.1

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

by and among

TRADESTAR CONSTRUCTION SERVICES, INC.,

STRATUM HOLDINGS, INC.,

and

TRADESMEN SERVICES, INC.

Dated as of October 26, 2007

TABLE OF CONTENTS

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Disclosure Schedules

TABLE OF EXHIBITS

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “ Agreement” ), dated as of October 26, 2007, is by and among Tradestar Construction Services, Inc., a New Mexico corporation (the “ Seller ” ), Stratum Holdings, Inc., a Nevada corporation and sole stockholder of Seller (the “ Parent ” ), and Tradesmen Services, Inc., an Ohio corporation (the “ Buyer ” ).

RECITALS

A.                                    Seller engages in the construction staffing business by providing construction laborers and skilled tradespersons and related construction services to companies and business units, including those in the industrial, marine, and construction industries as well as public institutions, including local, state, and federal entities (collectively, the “Business” ).

B.                                      Seller desires to sell substantially all of its assets, properties, rights and interests relating to the Business to Buyer, and Buyer desires to purchase and acquire from Seller, upon the terms and subject to the conditions hereinafter set forth, substantially all of such assets, properties, rights and interests of Seller, in consideration of certain payments by Buyer and the assumption by Buyer of certain liabilities and obligations of Seller specifically disclosed in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained and other good and valuable consideration had and received, Buyer, Seller and Parent, on the basis of, and in reliance upon, the representations, warranties, covenants and agreements set forth in this Agreement, and upon the terms and subject to the conditions contained herein, hereby agree as follows:

ARTICLE 1:  DEFINITIONS

“Accounts Receivable” has the meaning set forth in Section 2.1(b) .

“Action” means any complaint, action, suit, legal proceeding or hearing, investigation, interference, opposition, reexamination, administrative enforcement proceeding or arbitration proceeding before any Governmental Authority or commenced by any Person.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, any such Person. The term “control” (including the terms “controlled by” or “under common control with” ) means, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of voting securities, membership interests, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“AICCO Indebtedness” means the amount outstanding at Closing under the Premium Finance Agreement, Disclosure Statement and Security Agreement, effective as of June 30, 2007, by and between the Seller and AICCO, Inc.

“Allocation Schedule” has the meaning set forth in Section 4.3 .

“Ancillary Agreements” means the Bill of Sale, the Employment Agreement, the Assignment and Assumption Agreement, the Transition Services Agreement, and each agreement, document, instrument or certificate contemplated by this Agreement or to be executed by the Buyer or Seller in connection with the consummation of the transactions contemplated by this Agreement, in each case only as applicable to the relevant party or parties to such Ancillary Agreement, as indicated by the context in which such term is used.

“Assumed Contracts” has the meaning set forth in Section 2.1(d) .

“Assumed Liabilities” has the meaning set forth in Section 3.1 .

“Balance Sheet” has the meaning set forth in Section 6.17(a) .

“Business” has the meaning set forth in Recital A.

“Buyer” has the meaning set forth in the preamble.

“Buyer Indemnified Party” has the meaning set forth in Section 9.1(a) .

“Buyer Plans” has the meaning set forth in Section 8.5(d) .

“Claims” has the meaning set forth in Section 9.2(b) .

“Claims Notice” has the meaning set forth in Section 9.2(a) .

“Closing” has the meaning set forth in Section 5.1 .

“Closing Date” has the meaning set forth in Section 5.1 .

“Closing Time” has the meaning set forth in Section 5.1 .

“COBRA” has the meaning set forth in Section 8.5(f) .

“Code” means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

“Confidential Information” means all information, whatever its nature and form and whether obtained orally, by observation, from written materials or otherwise, that relates to any research, technical, manufacturing, business or commercial activities or plans of the Business or Buyer, including, without limitation, all systems, servicing methods and business techniques, programs, formulas, processes, compilations of technical and non-technical information, inventions, discoveries and improvements, designs, drawings, blueprints, software, software code, databases, pricing information and financial modeling to develop such pricing information, product ideas, concepts, prototypes, features, procedures, training, promotional materials, training courses and other training and instructional materials, vendor and product information, sales intermediary lists and other sales intermediary information, and customer lists and other customer information, whether or not patented or patentable, and all other information that is not

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otherwise generally available to the public and could constitute a trade secret of the Seller or one of its Affiliates under the Uniform Trade Secrets Act.

“Consent” means any consent, approval, authorization, qualification, waiver, registration or notification required to be obtained from, filed with or delivered to a Governmental Authority or any other Person in connection with the consummation of the transactions provided for herein.

“Contracts” means all contracts, licenses, agreements (including, without limitation, employment agreements and non-competition agreements), leases (whether real or personal property), commitments, instruments, guarantees, bids, orders and proposals.

“Controlled Group” means any trade or business (whether or not incorporated) (i) under common control within the meaning of Section 4001(b)(1) of ERISA with Seller or (ii) which together with Seller is treated as a single employer under Section 414(t) of the Code.

“Employment Agreement” has the meaning set forth in Section 5.2(j) .

“Employee Plan” has the meaning set forth in Section 6.12(a) .

“Environment” means soil, surface waters, groundwater, land, stream sediments, surface or subsurface strata, ambient air, or indoor air, including, without limitation, any material or substance used in the physical structure of any building or improvement and any environmental medium.

“Environmental Condition” means any condition of the Environment with respect to the Real Property, or with respect to any other real property at which any Hazardous Material generated by the operation of the Business prior to the date of this Agreement has been treated, stored or disposed of, which violates any Environmental Law, or results in any Release or Threat of Release.

“Environmental Law” means any Law with respect to the Environment or human health and safety.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Excluded Employee” has the meaning set forth in Section 8.5(b) .

“Expiration Date” has the meaning set forth in Section 9.3(a) .

“Final Amount” has the meaning set forth in Section 4.2(b) .

“Financial Statements” has the meaning set forth in Section 6.17(a) .

“GAAP” means United States generally accepted accounting principles.

“General Enforceability Exceptions” has the meaning set forth in Section 6.3 .

“Governmental Authority” means any government or political subdivision or regulatory authority, whether federal, state, local or foreign, or any agency or instrumentality of any such

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government or political subdivision or regulatory authority, or any federal state, local or foreign court or arbitrator.

“Guarantee” by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing or otherwise supporting in whole or in part the payment of any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness or other obligations of the payment of such Indebtedness or to protect such obligee against loss in respect of such Indebtedness (in whole or in part); provided , however , that the term Guarantee shall not include endorsements for deposit or collection in the Ordinary Course of Business. The term “Guarantee” used as verb has a correlative meaning.

“Hazardous Material” means any pollutant, toxic substance, including asbestos and asbestos-containing materials, hazardous waste, hazardous material, hazardous substance, contaminant, petroleum or petroleum-containing materials, radiation and radioactive materials, leaded paints, toxic mold and other harmful biological agents, and polychlorinated biphenyls as defined in, the subject of, or which could give rise to, liability under any Environmental Law.

“Indebtedness” of any Person means:  either (a) any liability of such Person (i) for borrowed money (including the current portion thereof), (ii) under any reimbursement obligation relating to a letter of credit, bankers’ acceptance or note purchase facility, (iii) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation), (iv) for the payment of money relating to leases that are required to be classified as a capitalized lease obligations in accordance with GAAP, (v) for all or any part of the deferred purchase price of property or services (other than trade payables), including any “earnout” or similar payments or any non-compete payments, (vi) under interest rate swap, hedging or similar agreements, (vii) for income or franchise Taxes payable, (viii) for any deferred compensation or accrued incentive compensation, or (ix) for any unfunded liability for retirement benefits; or (b) any liability of others described in the preceding clause (a) that such Person has Guaranteed, that is recourse to such Person or any of its assets or that is otherwise its legal liability or that is secured in whole or in part by the assets of such Person. For purposes of this Agreement, Indebtedness (A) includes (x) any and all accrued interest, success fees, prepayment premiums, make-whole premiums or penalties and fees or expenses actually incurred (including attorneys’ fees) associated with the prepayment of any Indebtedness, (y) all “cut” but uncashed checks issued by Seller that are outstanding as of the Closing Date, and (z) cash, book or bank account overdrafts, and (B) excludes the AICCO Indebtedness.

“Indemnified Party” has the meaning set forth in Section 9.2(a) .

“Indemnifying Party” has the meaning set forth in Section 9.2(a) .

“Independent Arbitrator” has the meaning set forth in Section 4.2(a) .

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“Information Systems” means all computer hardware, databases and data storage systems, computer, data, database and communications networks (other than the Internet), architecture interfaces and firewalls (whether for data, voice, video or other media access, transmission or reception) and other apparatus used to create, store, transmit, exchange or receive information in any form.

“Initial Purchase Price” has the meaning set forth in Section 4.1 .

“Intellectual Property” means all (i) patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice) and any reissue, continuation, continuation-in-part, revision, extension or reexamination thereof; (ii) trademarks, service marks, trade dress, logos, domain names, trade names and corporate names together with all goodwill associated therewith, including, without limitation, the use of the current corporate name and all translations, adaptations, derivations and combinations of the foregoing; (iii) copyrights and copyrightable works; (iv) all registrations, applications and renewals for any of the foregoing; (v) trade secrets and confidential business information (including, without limitation, ideas, formulae, compositions, know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, financial, business and marketing plans, sales and promotional literature, and customer, supplier and franchisee lists and related information); (vi) computer software and websites (including, without limitation, data, data collections and databases and related documentation); (vii) other intellectual or industrial property rights and foreign equivalents or counter rights and forms of protection of a similar or analogous nature to any of the foregoing; and (viii) copies and tangible embodiments of the foregoing (in whatever form or medium).

“Interim Financial Statements” has the meaning set forth in Section 6.17(a) .

“Investment” means any equity interest, directly or indirectly, in any Person.

“IRS” means the Internal Revenue Service.

“Knowledge of Seller” or “Seller’s Knowledge” means the actual knowledge of Seller or Parent after due inquiry and reasonable investigation. For purposes of this Agreement, “due inquiry and reasonable investigation” means the knowledge that Seller’s officers and directors would reasonably be expected to obtain by reviewing with each direct subordinate and other key employee of Seller the representations and warranties set forth in this Agreement which are applicable to the duties performed by such direct subordinate or other key employee on behalf of Seller.

“Law” means any law, statute, code, ordinance, regulation or other requirement of any Governmental Authority, including common law.

“Liability Claim” has the meaning set forth in Section 9.2(a) .

“Lien” means any mortgage, lien, pledge, encumbrance, security interest, claim, charge, defect in title or other restriction.

“Litigation Conditions” has the meaning set forth in Section 9.2(b) .

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“Loss” or “Losses” has the meaning set forth in Section 9.1(a) .

“Material Adverse Change” means any condition, circumstance, change or effect (or any development that, insofar as can be reasonably foreseen, would result in any condition, circumstance, change or effect) that has, or is reasonably likely to have, a materially adverse effect on (i) the historical, near–term or long–term projected business, assets, properties, results of operations, condition (financial or otherwise) or prospects of Seller or of the Business; (ii) the value of the Purchased Assets or a material increase in the amount of Assumed Liabilities; or (iii) the ability of Seller to consummate the transactions contemplated by this Agreement or perform their obligations under this Agreement.

“Material Customers” has the meaning set forth in Section 6.23(b) .

“Material Suppliers” has the meaning set forth in Section 6.23(a) .

“Net Working Capital” means (i) Accounts Receivable and Prepaid Expenses, minus (ii) the Assumed Liabilities identified in Sections 3.1(a) and (b) , of the Company as of the Closing Time, each determined in accordance with GAAP applied in a manner consistent with the accounting principles used in the preparation of the Balance Sheet with the exceptions set forth on Schedule 6.17(b) .

“Net Working Capital Target” means $1,842,000.

“Non–Compete Period” means the five year period following the Closing.

“Objections Statement” has the meaning set forth in Section 4.2(a) .

“off the shelf” has the meaning set forth in Section 6.14(a)(iii) .

“Order” means any order, judgment, injunction, award, decree, ruling, charge or writ of any Governmental Authority.

“Ordinary Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

“Parent” has the meaning set forth in the preamble.

“Permits” means any license, permit, authorization, certificate of authority, qualification or similar document or authority that has been issued or granted by any Governmental Authority.

“Permitted Exceptions” has the meaning set forth in Section 6.6 .

“Person” means any individual, sole proprietorship, partnership, corporation, limited liability company, unincorporated society or association, trust, or other entity.

“Pre-Closing Tax Period” means any Tax period ending on or before the Closing Date.

“Preliminary Net Working Capital Statement” has the meaning set forth in Section 4.2(a) .

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“Prepaid Expenses” has the meaning set forth in Section 2.1(a) .

“Property Taxes” has the meaning set forth in Section 8.6(a) .

“Purchase Price” has the meaning set forth in Section 4.1(b) .

“Purchased Assets” has the meaning set forth in Section 2.1 .

“Purchased Intellectual Property” has the meaning set forth in Section 2.1(f) .

“Real Property” means any and all real property and interests in real property of the Company, including without limitation any real property leaseholds and subleaseholds, purchase options, easements, licenses, rights to access and rights of way and any other real property otherwise owned, occupied or used by the Company.

“Release” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, disposing or dumping of a Hazardous Material into the Environment (including, without limitation, the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Materials) and any condition that results in the exposure of a Person to a Hazardous Material.

“Restricted Territory” means: (i) the United States; (ii) the geographic area(s) within a one hundred (100) mile radius of any and all Seller or Buyer location(s) in, to, or for which employees of the Seller or Buyer work or are assigned to work (either direct or supervisory); and (iii) all of the specific customer accounts of the Seller or Buyer, whether within or outside of the United States.

“Retained Assets” has the meaning set forth in Section 2.2 .

“Retained Liabilities” has the meaning set forth in Section 3.2 .

“Seller” and “Sellers” has the meaning set forth in the preamble.

“Seller Indemnified Party” has the meaning set forth in Section 9.1(b) .

“Selling Expenses” means all of the fees and expenses incurred in connection with the transactions contemplated hereby and any other fees and expenses incurred by or on behalf of the Seller or Parent in connection with the process of selling the Business or otherwise relating to the negotiation, preparation or execution of this Agreement or any other Ancillary Agreements or the performance or consummation of the transactions contemplated hereby or thereby, including (a) any fees and expenses associated with obtaining necessary or appropriate Consents of any Governmental Authority or other third party on behalf of the Seller, (b) any fees or expenses associated with obtaining the release and termination of any Lien, (c) all brokers’ or finders’ fees, and (d) fees and expenses of counsel, advisors, consultants, investment bankers, accountants, auditors and experts.

“Special Representations” has the meaning set forth in Section 9.3(a) .

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“Tax” means (a) any net income, alternative or add-on minimum income tax, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, withholding, payroll, employment, social security (or similar) excise, severance, stamp, occupation, property, environmental or windfall profit tax, custom or duty, tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, penalty or addition to tax imposed by any Law or Taxing Authority, whether disputed or not, and (b) any liability for the payment of any amounts of any of the foregoing types as a result of being a member of an affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement whereby liability for payment of such amounts was determined or taken into account with reference to the liability of any other Person.

“Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Taxing Authority” means any Governmental Authority responsible for the administration or imposition of any Tax.

“Third Party Claim” has the meaning set forth in Section 9.2(b) .

“Threat of Release” means a substantial likelihood of a Release that requires action to prevent or mitigate damage or injury to health, safety or the Environment that might result from such Release.

“Threshold” has the meaning set forth in Section 9.3(b) .

“Transfer Taxes” has the meaning set forth in Section 8.4 .

“Transferred Employee” has the meaning set forth in Section 8.5(a) .

“Utility Charges” has the meaning set forth in Section 5.4 .

ARTICLE 2:  PURCHASE AND SALE OF ASSETS

2.1                                  Assets to be Transferred . Subject to Section 2.2 , concurrently with the execution of this Agreement, Buyer shall purchase from Seller, and Seller shall sell, transfer, assign, convey and deliver to Buyer, all of the assets, properties, rights and interests owned, used, occupied or held by or for the benefit of Seller in the operation of the Business or otherwise, wherever situated (collectively, the “Purchased Assets” ), including, without limitation, the following:

(a)                                   All prepaid expenses, advance payments, deposits (except Seller’s deposits with insurers), surety accounts and other similar deposits, including, without limitation, deposits with suppliers and utilities (collectively, “Prepaid Expenses” );

(b)                                  All accounts receivable, notes receivable set forth on Schedule 2.1(b) , unbilled revenues, reimbursable costs and expenses and other claims for money due to Seller (collectively, “Accounts Receivable” );

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(c)                                   All Contracts to which Seller is a party or by which the Purchased Assets are bound as listed on Schedule 6.14 ( “Assumed Contracts” );

(d)                                  All tangible personal property, inventory, office furniture and office equipment, other furnishings, trucks, automobiles and other vehicles, and leasehold improvements;

(e)                                   All Intellectual Property owned, held or used by Seller in the conduct of the Business, together with all income, royalties, damages and payments due or payable as of the Closing or thereafter (including, without limitation, damages and payments for past, present or future infringements, misappropriations or other violations thereof) and the rights to sue and collect damages for past, present or future infringements, misappropriations or other violations thereof, and any corresponding, equivalent or counterpart rights, title or interest that now exist or may be secured hereafter anywhere in the world, and all copies and tangible embodiments of the foregoing, including, without limitation, the Intellectual Property listed on Schedule 6.16 (collectively, the “Purchased Intellectual Property” );

(f)                                     All of the Seller’s right, title and interest in and to the Business as carried on and conducted by Seller as a going concern, including any and all goodwill and similar intangible assets associated therewith.

(g)                                  All Permits and building, safety, fire and health approvals, or any waiver of any of the foregoing;

(h)                                  Except for the corporate minute books and related stock records of the Seller, all business and employment records, including, without limitation, all books, records, ledgers, files, documents, correspondence, lists (including, without limitation, customer lists, in whatever form or medium), plats, drawings, photographs, creative materials, advertising and promotional materials, studies, reports and other materials (in whatever form or medium); and

(i)                                      All other assets, properties, rights and interests of Seller otherwise employed in or related to the operation of the Business or otherwise, of every kind, nature and description, whether tangible or intangible, real, personal or mixed, and wherever situated, including those assets, properties, rights and interests set forth on the Balance Sheet (except assets disposed of by the Seller since the date of the Balance Sheet in the Ordinary Course of Business of the Seller or as otherwise permitted pursuant to the terms of this Agreement), all of which are to be sold, transferred, conveyed, assigned and delivered to Buyer at the Closing pursuant to this Agreement.

2.2                                  Retained Assets . Notwithstanding anything in this Agreement to the contrary, the Seller shall retain only those assets, rights and properties specifically identified on Schedule 2.2 (collectively, the “Retained Assets” ), and the Buyer will in no way be construed to have purchased or acquired (or to be obligated to purchase or to acquire) any interest whatsoever in any of the Retained Assets.

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ARTICLE 3:  LIABILITIES

3.1                                  Assumed Liabilities . Concurrently with the execution of this Agreement, the Buyer shall assume and become responsible for, and shall thereafter pay, perform and discharge as and when due all of the liabilities of Seller set forth below (collectively, the “ Assumed Liabilities” ):

(a)                                   All liabilities and obligations of the Seller reflected on the Balance Sheet (and not in the notes thereto), less payments thereon or discharges thereof prior to the Closing, to the extent that such liabilities and obligations (i) constitute trade payables incurred by the Sellers in the Ordinary Course of Business, or (ii) accrued expenses incurred by Seller in the Ordinary Course of Business, excluding, in each such case, accrued liabilities as of the Closing relating to Selling Expenses, Indebtedness of Seller, the AICCO Indebtedness, inter–company expenses, interest expenses, employee or other bonuses of any kind, worker comp payable, deferred compensation arrangements, Employee Plans and Taxes;

(b)                                  All liabilities and obligations of the Seller arising subsequent to the date of the Balance Sheet in the Ordinary Course of Business of the type specified in Section 3.1(a) , less payments thereon or discharges thereof prior to the Closing; and

(c)                                   All liabilities and obligations of the Seller arising under or related to the Assumed Contracts; provided , however , that the Buyer will not assume or be responsible for any such liabilities or obligations (i) to be performed on or prior to the date of the Closing, (ii) that arise from breaches of such Assumed Contracts or defaults under such Assumed Contracts by the Seller, or (iii) consisting of reimbursements, refunds, setoffs or other similar payments sought from the Seller relating to any services performed by the Seller prior to the date of the Closing, all of which liabilities and obligations constitute Retained Liabilities.

3.2                                  Retained Liabilities . The Assumed Liabilities will not include, and the Buyer will not assume, any liability or obligation of the Seller unless such liability or obligation is specifically identified in Section 3.1 (the liabilities and obligations so retained by the Seller and not assumed by the Buyer are hereinafter referred to as the “Retained Liabilities” ).

ARTICLE 4:  PURCHASE PRICE

4.1                                  Purchase Price . In consideration for the Purchased Assets, the Assumed Liabilities, the performance of services by the Seller and Parent pursuant to the Transition Services Agreement and the covenants of the Seller and Parent set forth in Section 8.7 , concurrently with the execution of this Agreement, the Buyer shall pay or cause to be paid to the Seller by bank wire transfer of immediately available funds to an account designated in writing by the Seller an amount in cash (the “Initial Purchase Price” ) equal to $3,200,000 minus any and all outstanding Indebtedness of the Seller immediately prior to the Closing and set forth on Schedule 4.1 , subject to adjustment pursuant to Section 4.2 . Buyer shall pay, or cause to be paid, to the Persons entitled thereto all of the Indebtedness of the Seller set forth on Schedule 4.1 and the Seller shall pay, or cause to be paid, the AICCO Indebtedness. The Initial Purchase Price as finally adjusted in accordance with Section 4.2 , is referred to herein as the “Purchase Price .”

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4.2                                  Purchase Price Adjustment .

(a)                                   Final Net Working Capital Calculation . Within 90 days after the Closing Date, the Buyer shall prepare and deliver to the Seller a statement showing the calculation of the Net Working Capital as of the Closing Time (the “Preliminary Net Working Capital Statement” ). After delivery of the Preliminary Net Working Capital Statement, the Buyer shall permit the Seller and its representatives to have reasonable access to the books, records and other documents (including work papers) pertaining to or used in connection with preparation of the Preliminary Net Working Capital Statement and shall provide the Seller with copies thereof as reasonably requested by the Seller. The Seller and its accountants may make inquiries of the Buyer and the Company and their respective employees, accountants and representatives regarding the Preliminary Net Working Capital Statement arising in the course of their review thereof, and the Buyer shall use, and shall cause the Company to use, its commercially reasonable efforts to cause any such employees, accountants and representatives to cooperate with and respond to such inquiries. If the Seller has any objections to the Preliminary Net Working Capital Statement, the Seller shall deliver to the Buyer a statement setting forth its objections thereto (an “Objections Statement” ). If an Objections Statement is not delivered to the Buyer within 45 days after delivery of the Preliminary Net Working Capital Statement, the Preliminary Net Working Capital Statement shall be final, binding and non-appealable by the parties hereto. The Seller and the Buyer shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, the Seller and the Buyer shall submit such dispute to Grant Thornton LLP (the “Independent Arbitrator” ) or, if such firm is unable or unwilling to act, such other independent public accounting firm recognized as having significant expertise in construction accounting as shall be agreed upon by the Buyer and the Seller in writing. If, within 10 days, the Seller and the Buyer are unable to agree upon the selection of the Accounting Firm, the Seller and the Buyer shall request the American Arbitration Association to furnish a list of not less than five accounting firms to potentially arbitrate the disagreement. Selection of the Accounting Firm shall be made by the Seller and the Buyer alternately striking any name from such list until only one name remains. The final name remaining who is available to serve shall be the Accounting Firm. The Seller and the Buyer shall use their commercially reasonable efforts to cause the Independent Arbitrator to resolve all disagreements as soon as practicable. The resolution of the dispute by the Independent Arbitrator, or any written agreement of the Seller and the Buyer as to the resolution of the dispute, shall be final, binding and non–appealable on the parties hereto. The costs and expenses of the Independent Arbitrator shall be allocated between the Buyer, on the one hand, and the Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. For example, if the Seller claims the Net Working Capital is $1,000 greater than the amount determined by the Buyer, and the Buyer contests only $500 of the amount claimed by the Seller, and if the Independent Arbitrator ultimately resolves the dispute by awarding the Seller $300 of the $500 contested, then the costs and expenses of arbitration

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will be allocated 60% (i.e., 300 ÷ 500) to the Buyer and 40% (i.e., 200 ÷ 500) to the Seller.

(b)                                  Payment of Excess . If the Net Working Capital as finally determined pursuant to Section 4.2(a) above (the “Final Amount” ) is greater than the Net Working Capital Target, then the Buyer shall promptly (but in any event within five days) deliver to the Seller such excess by wire transfer of immediately available funds to an account or accounts designated by the Seller.

(c)                                   Payment of Shortfall . If the Final Amount is less than the Net Working Capital Target, then the Seller shall promptly (but in any event within five days) deliver to the Buyer such shortfall by wire transfer of immediately available funds to one or more accounts designated by the Buyer.

4.3                                  Purchase Price Allocation . The Purchase Price and the liabilities of the Seller, plus other relevant items, will be allocated to the assets of the Seller for income Tax purposes in a manner consistent with the fair market values as set forth on Schedule 4.3 , which was jointly prepared and agreed to by Seller and Buyer (the “Allocation Schedule” ) and in accordance with applicable Law. Seller, Buyer and each of their Affiliates shall prepare and file all income Tax Returns in a manner consistent with the Allocation Schedule, and each of them will not voluntarily take any position inconsistent therewith upon examination of any such Tax Return, in any Action or otherwise respect to such Tax Returns.

ARTICLE 5:  DELIVERIES AND OTHER ACTIONS

5.1                                  Closing . The closing of the transactions contemplated hereby (the “Closing” ) shall take place at the offices of Jones Day, North Point, 901 Lakeside Avenue, Cleveland, Ohio 44114, or such other location as the Buyer and the Seller shall agree in writing, simultaneously with the execution and delivery of this Agreement. The date on which the Closing occurs shall be the “Closing Date.”   Legal title, equitable title and risk of loss with respect to the Purchased Assets shall not pass to Buyer until the Purchased Assets are transferred at the Closing, which transfer, once it has occurred, shall be deemed effective for Tax, accounting and other computational purposes as of 11:59 p.m. (Eastern Time) on the Closing Date (the “Closing Time” ).

5.2                                  Deliveries by the Seller . Concurrently with the execution of this Agreement, the Seller shall deliver to the Buyer the following items:

(a)                                   possession of the Purchased Assets;

(b)                                  copies of the Articles of Incorporation (or equivalent organizational document) of Seller, certified by the applicable authority of the Seller’s jurisdiction of organization, and copies of the Bylaws (or equivalent governing document) of Seller, certified by an officer of Seller;

(c)                                   a reasonably current certificate of good standing of Seller issued by the Secretary of State or equivalent authority in Seller’s respective jurisdiction of organization;

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(d)                                  copies of resolutions of the Board of Directors and the sole stockholder of Seller approving the execution and delivery of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, certified by an officer of Seller;

(e)                                   a copy of the Bill of Sale, in the form of Exhibit A attached hereto, executed by the Seller;

(f)                                     a copy of the Assignment and Assumption Agreement, in the form of Exhibit B attached hereto, executed by the Seller;

(g)                                  all warranties of all machinery and equipment, and all guarantees from all manufacturers and suppliers relating to any of the Purchased Assets;

(h)                                  all Assumed Contracts and all files and other data and documents relating to the Purchased Assets;

(i)                                      appropriate termination statements under the Uniform Commercial Code and other instruments as may be requested by the Buyer to extinguish all Indebtedness of the Seller related to the Business or the Purchased Assets and all security interests related thereto to the extent directed by the Buyer;

(j)                                      a copy of an employment agreement between the Buyer and Darrell Willis, in a mutually agreeable form, duly executed by Darrell Willis (the “Employment Agreement” );

(k)                                   a copy of a Transition Services Agreement, in the form of Exhibit C attached hereto, duly executed by the Seller and the Parent (the “Transition Services Agreement” );

(l)                                      a certificate of an officer of the Company, dated as of the date of this Agreement, setting forth in sufficient detail acceptable to the Buyer the aggregate amount of Indebtedness of the Seller;

(m)                                a certification in the form contained in Treasury Regulation Section 1.1445-2(b)(2)(iv) to the effect that Seller is not a “foreign person” within the meaning of Section 1445 of the Code and duly executed by an executive officer of Seller;

(n)                                  estoppel certificates, waivers, collateral access agreements and non-disturbance agreements relating to the Real Property, as requested by the Buyer or its lenders, each in a form reasonably acceptable to the Buyer and its lenders; and

(o)                                  such other documents and instruments as the Buyer shall reasonably request to consummate the transactions contemplated hereby.

5.3                                  Deliveries by the Buyer . Concurrently with the execution of this Agreement, the Buyer shall deliver to the Seller the following items:

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(a)                                   a copy of the Assignment and Assumption Agreement, in the form of Exhibit B attached hereto, executed by the Buyer;

(b)                                  the Initial Purchase Price payable as set forth in Section 4.1 ;

(c)                                   a copy of the Employment Agreement, executed by the Buyer; and

(d)                                  such other documents and instruments as the Seller shall reasonably request to consummate the transactions contemplated hereby.

5.4                                  Proration .

(a)                                   All Utility Charges shall be apportioned between the Seller, on the one hand, and the Buyer, on the other hand, as of the Closing Date. The Seller and the Buyer shall cooperate in (i) assuring that Utility Charges are promptly paid and (ii) having meter readings for Utility Charges and other necessary arrangements carried out so that Utility Charges relating to periods of time after the date of this Agreement shall be billed directly to the Buyer. For purposes of this Section 5.4 , “Utility Charges” shall mean water, sewer, electricity, gas, telephone and other utility charges, if any, applicable to the Purchased Assets.

(b)                                  Property Taxes (as defined in Section 8.6(a) ) with respect to the Purchased Assets attributable to the calendar year of the Closing will be prorated in the manner set forth in Section 8.6(a) .

ARTICLE 6:  REPRESENTATIONS AND WARRANTIES OF THE SELLER AND PARENT

Parent and Seller jointly and severally represent and warrant to the Buyer as follows:

6.1                                  Existence and Good Standing . Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation and is duly qualified to do business as a foreign corporation and is in good standing in the  jurisdictions set forth on Schedule 6.1 , which are the only jurisdictions in which the Seller is required to be so qualified, except for such jurisdictions in which the failure to so qualify would not have a Material Adverse Change.

6.2                                  Power . Seller has the corporate power and authority to (a) own, operate and lease the Purchased Assets as and where currently owned, operated and leased, and (b) carry on the Business as currently conducted. Seller has the requisite power and authority to execute, deliver and perform fully its obligations under this Agreement and the Ancillary Agreements.

6.3                                  Enforceability . The execution, delivery and performance of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by