ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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ROLLINS INC | CENTEX HOME SERVICES COMPANY, LLC | CENTEX HOME SERVICES, LLC | HOMETEAM PEST DEFENSE, INC | HOMETEAM PEST DEFENSE, LLC | ROLLINS HT, INC

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Title: ASSET PURCHASE AGREEMENT
Governing Law: Delaware Date: 4/1/2008
Industry: Business Services Law Firm: Arnall Golden;Baker Botts Sector: Services

ASSET PURCHASE AGREEMENT, Parties: rollins inc , centex home services company llc , centex home services llc , hometeam pest defense inc , hometeam pest defense llc , rollins ht inc

EXHIBIT 2.1

EXECUTION COPY

ASSET PURCHASE AGREEMENT

by and among

ROLLINS HT, INC.

CENTEX HOME SERVICES, LLC

HOMETEAM PEST DEFENSE, INC.

and

HOMETEAM PEST DEFENSE, LLC

As of March 28, 2008

TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS; CONSTRUCTION		1
1.1	Definitions	1
1.2	Other Definitions	9
1.3	Construction	11
1.4	Accounting Terms	12

ARTICLE 2 PURCHASE AND SALE		12
2.1	Agreement to Purchase and Sell	12
2.2	Excluded Assets	13
2.3	Liabilities	15
2.4	Closing	16

ARTICLE 3 PURCHASE PRICE; ADJUSTMENTS; ALLOCATIONS		17
3.1	Purchase Price	17
3.2	Adjustment of Purchase Price	18
3.3	Allocation of Certain Items	20
3.4	Tax Matters	20

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLERS		21
4.1	Due Organization, Good Standing and Corporate Power	22
4.2	Authorization; Enforceability	22
4.3	Consents and Approvals; No Violations	22
4.4	Leased Real Property	23
4.5	Title to Purchased Assets; Related Matters	24
4.6	Inventory	25
4.7	Financial Statements	25
4.8	Indebtedness; No Undisclosed Liabilities	25
4.9	Absence of Certain Changes	26
4.10	Legal Proceedings	27
4.11	Compliance with Laws; Permits	27
4.12	Assigned Contracts	28
4.13	Tax Returns; Taxes	30
4.14	Officers, Employees and Independent Contractors	30
4.15	Labor Relations	31
4.16	Insurance Policies	31
4.17	Environmental, Health and Safety Matters	32
4.18	Intellectual Property	33
4.19	Transactions with Affiliates	34
4.20	Customer and Supplier Relations	35
4.21	Bank Accounts	35
4.22	Broker’s or Finder’s Fee	35

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PURCHASER		35
5.1	Organization	35
5.2	Authorization; Enforceability	35
5.3	Consents and Approvals; No Violations	36
5.4	Broker’s or Finder’s Fee	36
5.5	No Implied Representations or Warranties	36

ARTICLE 6 CERTAIN COVENANTS AND AGREEMENTS		36
6.1	Conduct of Business by Sellers	36
6.2	Inspection and Access to Information	39
6.3	Notification of Certain Matters	40
6.4	Audited Financial Statements; Interim Financial Statements	40
6.5	Exclusive Dealing	40
6.6	Efforts to Close	41
6.7	HSR Clearance	41
6.8	Consents	42
6.9	Employees and Employee Benefits	42
6.10	Transfer Taxes; Other Transfer Fees and Expenses	42
6.11	Fees and Expenses	43
6.12	Name Change	43
6.13	Bulk Sales	43
6.14	Risk of Loss	43
6.15	Qualified Termite Contracts	43
6.16	Access to Documents; Preservation of Books and Records	44
6.17	Litigation Support and Cooperation	45
6.18	Use of Centex Marks	46
6.19	Replacement of Letters of Credit and Bonds	46
6.20	Reimbursements	47

ARTICLE 7 CONDITIONS TO CLOSING		48
7.1	Conditions to Each Party’s Obligations	48
7.2	Conditions to Obligations of Purchaser	48
7.3	Conditions to Obligations of Sellers	49

ARTICLE 8 CLOSING DELIVERIES		49
8.1	Closing Deliveries of Sellers	49
8.2	Closing Deliveries of Purchaser	51

ARTICLE 9 TERMINATION		52
9.1	Termination	52
9.2	Effect of Termination	53

ARTICLE 10 INDEMNIFICATION			53
10.1		Indemnification by Sellers	53
10.2		Indemnification by Purchaser	54
10.3		Provisions Regarding Indemnification	55
10.4		Survival	56
10.5		Set-Off	56
10.6		Limitations on Liability	57
10.7		Exclusive Remedy	58
10.8		Mitigation; Insurance	59

ARTICLE 11 MISCELLANEOUS PROVISIONS			59
11.1	Notices		59
11.2	Schedules and Exhibits		60
11.3	Severability		61
11.4	Modification and Waiver		61
11.5	Assignment; Successors in Interest		61
11.6	Counterparts		61
11.7	Captions		61
11.8	No Third Party Beneficiaries		62
11.9	Entire Agreement		62
11.10	Cooperation Following the Closing		62
11.11	Governing Law		62
11.12	Dispute Resolution		62
11.13	Specific Performance		63

iii

LIST OF EXHIBITS

Exhibit A	Unaudited December 2007 Financial Statements
Exhibit 3.1(b)	Form of Indemnity Escrow Agreement
Exhibit 3.2(a)	Calculation of Estimated Net Asset Value; Exceptions to GAAP
Exhibit 6.9	Employees and Employee Benefits
Exhibit 8.1(c)(i)	Form of Bill of Sale
Exhibit 8.1(c)(ii)	Form of Assignment and Assumption Agreement
Exhibit 8.1(c)(iii)	Form of Federal Trademark Assignment
Exhibit 8.1(c)(iv)	Form of State Trademark Assignment
Exhibit 8.1(c)(v)	Form of Patent Assignment
Exhibit 8.1(c)(vi)	Form of Copyright Assignment
Exhibit 8.1(g)	Form of Noncompetition Agreement
Exhibit 8.1(h)	Form of Transition Services Agreement
Exhibit 8.1(i)	Form of Support Agreement
Exhibit 8.1(j)	Form of Centex Guaranty
Exhibit 8.1(k)	Form of Employee Leasing Agreement
Exhibit 8.1(l)	Form of Facility Operating Agreement
Exhibit 8.2(h)	Form of Rollins Guaranty

LIST OF SCHEDULES

Schedule 1.1(a)	Permitted Liens
Schedule 2.1(a)	Tangible Personal Property
Schedule 2.2(c)	Excluded Intellectual Property
Schedule 2.2(l)	Continuity Agreements
Schedule 2.2(q)	Other Excluded Assets
Schedule 4.1	Qualifications to Do Business
Schedule 4.4(b)	Leased Real Property
Schedule 4.4(e)	Real Property Used in the Business
Schedule 4.5	Title Exceptions; List of Certain Assets
Schedule 4.5(d)	Key Safeguards
Schedule 4.7	Financial Statements
Schedule 4.9	Absence of Certain Changes
Schedule 4.10	Legal Proceedings
Schedule 4.11(a)	Exceptions to Compliance with Law and Government Contracts
Schedule 4.11(b)	Permits
Schedule 4.11(d)	Claims under Warranties and Guaranties
Schedule 4.12	Contracts
Schedule 4.13	Tax Matters
Schedule 4.14(a)	Officers, Employees and Independent Contractors
Schedule 4.14(b)	List of Employment Agreements
Schedule 4.15(b)	Labor Relations
Schedule 4.17	Environmental, Health and Safety Matters
Schedule 4.18(a)	List of Certain Intellectual Property
Schedule 4.18(b)	Intellectual Property Not Subsisting
Schedule 4.18(c)	Title to Intellectual Property
Schedule 4.19	Related Party Transactions

Schedule 4.20	Customer and Supplier Relations
Schedule 4.21	Bank Accounts
Schedule 6.4	Interim Financial Statements
Schedule 6.19	Letters of Credit, Bonds and Guarantees
Schedule 6.21	Taexx® Matters
Schedule 7.2(d)	Required Consents

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”), dated as of March 28, 2008, is made and entered into by and among ROLLINS HT, INC., a Delaware corporation (“ Purchaser ”), CENTEX HOME SERVICES COMPANY, LLC, a Nevada limited liability company (“ Shareholder ”), HOMETEAM PEST DEFENSE, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Shareholder (“ HTPD LLC ”), and HOMETEAM PEST DEFENSE, INC., a Nevada corporation and a wholly-owned subsidiary of Shareholder (“ HTPD Inc. ”, and together with HTPD LLC and Shareholder, each a “ Seller ”, and collectively, “ Sellers ”). Purchaser and Sellers are sometimes individually referred to herein as a “ Party ” and collectively as the “ Parties ”.

W I T N E S S E T H:

WHEREAS, Sellers collectively are engaged in the business of providing termite and pest control services to homebuilders, businesses and homeowners, including by means of the installation and servicing of in-wall and tubes under the slab® pesticide delivery systems, the performance of pre-construction termite control treatments and conventional application of termiticides and pesticides (the “ Business ”);

WHEREAS, Purchaser or one or more of its Affiliates are engaged in the business of providing termite and pest control services to various third parties and are familiar with the risks and benefits associated with such business;

WHEREAS, the Parties desire to enter into this Agreement pursuant to which Sellers propose to sell to Purchaser, and Purchaser proposes to purchase from Sellers (the “ Acquisition ”), substantially all of the assets used in the conduct of the Business as a going concern, and Purchaser proposes to assume certain of the liabilities and obligations of Sellers; and

WHEREAS, as of the date hereof, each of the Designated Executives has entered into an employment agreement with Purchaser to be effective at Closing.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties, covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE 1

DEFINITIONS; CONSTRUCTION

1.1 Definitions . The following terms, as used herein, have the following meanings:

“ Accounts Receivable ” means all trade accounts receivable and other rights to payment from customers of the Business (including trade accounts receivable from Affiliates of Sellers), and any claim, remedy or other right arising out of the foregoing.

“ Affiliate ” of any specified Person means any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified Person.

“ Assigned Contracts ” means the following Contracts to which any Seller is a party or is, or by which the other Purchased Assets are, otherwise bound at Closing: (a) all Contracts pursuant to which Sellers provide pest control or termite control services to customers of the Business; (b) all Contracts with customers in the homebuilding industry pursuant to which any Seller sells and installs Taexx® or “tubes under the slab® systems or performs pre-construction termite control treatments; (c) all Contracts involving the purchase by any Seller of all or substantially all of the assets or capital stock of any other Person, or a merger, consolidation, business combination or similar extraordinary transaction, which Contracts were entered prior to January 1, 2005; (d) all Contracts (including restrictive covenant agreements) ancillary to, and entered into in connection with, the Contracts described in (c) above or Section 4.12(n) between any Seller and such other parties in interest thereto, (e) all Contracts for the provision of goods or services to the Business that individually require payments by the applicable Seller of an amount less than $100,000 per year; (f) all Restrictive Covenant Agreements; and (g) all Contracts listed on Schedule 4.12 and identified as an Assigned Contract; provided , however , that Assigned Contracts shall not include any Employee Benefit Plan of any Seller, insurance policy, Excluded Termite Contract, Contracts in respect of the Excluded Intellectual Property or any other Contract identified in Section 2.2 as an Excluded Asset.

“ Assigned Patents ” means the patents and applications therefor owned by Centex which are used by Sellers in the operation of the Business and that are identified on the Patent Assignment.

“ Assigned Trademarks ” means the trade names, corporate names, logos, tradedress, trademarks, service marks and brandnames and all service mark registrations and applications therefor owned by Centex which are used by Sellers in the operation of the Business and that are identified on the Trademark Assignments.

“ Audited Financial Statements ” means the audited, consolidated balance sheet of Shareholder at December 31, 2007 and the statements of income and cash flows of Sellers for the nine (9) month period then ended, including in each case the notes and schedules, if applicable, thereto, as audited by Ernst & Young LLP.

“ Balance Sheet ” means (i) prior to the delivery by Sellers of the Audited Financial Statements to Purchaser pursuant to Section 6.4, the unaudited, consolidated balance sheet of Shareholder at the Balance Sheet Date, including the notes and schedules thereto, that is contained in the Unaudited December 2007 Financial Statements and (ii) after the delivery by Sellers of the Audited Financial Statements to Purchaser pursuant to Section 6.4, the balance sheet included in the Audited Financial Statements.

“ Balance Sheet Date ” means December 31, 2007.

“ Business Day ” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of New York.

“ Centex ” means Centex Corporation, a Nevada corporation.

“ Centex Assigned IP ” means the Assigned Patents and the Assigned Trademarks.

“ Centex Homes ” means Centex Homes, a Nevada general partnership.

“ Centex Registered Intellectual Property ” means the Centex Assigned IP that is also Registered Intellectual Property.

“ CERCLA ” means the United States Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9607 et seq. and the rules and regulations promulgated thereunder.

“ Closing Date Representations and Warranties ” means the representations and warranties of Sellers contained in Sections 4.1, 4.2, 4.3, 4.5(a), (b) and (c), 4.7 (a), (b) and (d), 4.13, 4.19, 4.21 and 4.22.

“ Code ” means the United States Internal Revenue Code of 1986, as amended.

“ Confidentiality Agreement ” means that certain Letter Agreement, dated November 6, 2007, between Centex and Rollins.

“ Contract ” means any written agreement, contract, obligation, promise or undertaking.

“ Control ” means, when used with respect to any specified Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“ Customer ” means each customer (which, with respect to any customer that is a home builder, means a single division or operating group of such homebuilder’s organization that contracts with Sellers in respect of a neighborhood or homebuilding market) that paid Sellers, collectively, in the aggregate more than $75,000 during the 12-month period ended on the Balance Sheet Date.

“ Designated Executives ” means the individual employees of the Business who are parties to the Continuity Agreements.

“ Effective Time Representations and Warranties ” means the representations and warranties of Sellers contained in Article 4 other than the Closing Date Representations and Warranties.

“ Employee Benefit Plan ” means (a) each plan, fund, program, agreement, arrangement or scheme (whether written or oral), maintained by a Person or to which such Person has an obligation to make contributions or has any liability for providing benefits direct or indirect, to the current or former employees, directors, consultants, independent contractors, contingent workers or leased employees of such Person or the dependents of any of them, including each deferred compensation, bonus, incentive compensation, pension, retirement, profit sharing, deferred profit sharing, stock appreciation, stock purchase, stock option, phantom stock and other equity compensation plan; (b) each “welfare” plan (within the meaning of Section 3(1) of ERISA, determined without regard to whether such plan is subject to ERISA or tax-qualified under the Code); (c) each “pension” plan (within the meaning of Section 3(2) of ERISA, determined without regard to whether such plan is subject to ERISA), (d) each severance, retention or change in control plan or agreement, each plan or agreement providing health, vacation, summer hours, supplemental unemployment benefit, hospitalization insurance, medical, dental, or legal benefits other than an Employment Agreement; and (e) each other employee benefit plan, fund, program, agreement or arrangement.

“ Employment Agreement ” means any employment contract, consulting agreement, termination or severance agreement, salary continuation agreement, change in control agreement or any other agreement, letter or other document respecting the terms and conditions of employment or payment of compensation, or of a consulting or independent contractor relationship in respect to any current or former officer, employee, consultant or independent contractor for which Sellers have any obligation, including the Continuity Agreements and specifically excluding the Restrictive Covenant Agreements.

“ Environmental Claims ” means Losses arising out of or based upon liabilities or obligations under Environmental Laws.

“ Environmental Laws ” means all local, state and federal Laws and common law doctrines relating to protection of the environment, health and safety, natural resources including surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or ambient air, pollution control, product registration and Hazardous Materials.

“ ERISA ” means the United States Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ ERISA Affiliate ” means any Person (whether incorporated or unincorporated), that together with Sellers would be deemed a “single employer” within the meaning of Section 414 of the Code.

“ ERISA Affiliate Plan ” means each Employee Benefit Plan with respect to any ERISA Affiliate.

“ Financial Statements ” means, collectively, (i) the unaudited, consolidated balance sheets of Shareholder at March 31, 2007 and March 31, 2006, and the statements of income and cash flows of Shareholder for the fiscal years then ended, in each case as provided to Purchaser by Sellers, and (ii) prior to the delivery of the Audited Financial Statements to Purchaser pursuant to Section 6.4, the Unaudited December 2007 Financial Statements, including in each case the notes and schedules, if applicable, thereto. From and after the delivery of the Audited Financial Statements to Purchaser pursuant to Section 6.4, the Financial Statements shall not include the Unaudited December 2007 Financial Statements.

“ FLSA ” means the United States Fair Labor Standards Act and the rules and regulations promulgated thereunder.

“ GAAP ” means generally accepted accounting principles as applied in the United States of America consistently applied in accordance with the past practices of Sellers.

“ Governmental Entity ” means any federal, state, local, municipal or foreign government, any political subdivision thereof, or any court, administrative or regulatory agency, department, instrumentality, body or commission or other governmental authority or agency, domestic or foreign.

“ Hazardous Materials ” means any waste, pollutant, contaminant, hazardous substance, hazardous constituent, toxic, ignitable, reactive or corrosive substance, hazardous waste, special waste, industrial substance, by-product, process intermediate product or waste, mold, radon, asbestos or asbestos-containing materials, lead-based paint, petroleum or petroleum-derived substance or waste, chemical liquids or solids, liquid or gaseous products, or any constituent of any such substance or waste, the management, use, registration, handling or disposal of which is in any way governed by or subject to any applicable Environmental Law.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“ Intellectual Property ” means, collectively, all worldwide industrial and intellectual property rights, including, but not limited to, any or all of the following in any jurisdiction: (i) all patents and applications therefor; (ii) all inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, processes, procedures and all documentation relating to any of the foregoing; (iii) all works of authorship, whether or not copyrightable, copyrights, copyright registrations and copyright applications; (iv) all trade names, corporate names, logos, Internet domain names, Internet and World Wide Web URLs or addresses and other network and email identifiers, trade dress, common law trademarks and service marks, brand names, trademark and service mark registrations and applications therefor; (v) all software source code and object code, algorithms, net lists, architectures, structures and screen displays; (vi) any similar or equivalent rights to any of the foregoing; (vii) all moral and similar rights of approval or attribution; (viii) claims, causes of action or defenses relating to the enforcement of any of the foregoing; and (ix) all documentation and media constituting, describing or relating to the foregoing, including manuals, programmers’ notes, memoranda and records.

“ Inventory ” means all inventories of pest control chemicals, tubing, port covers and couplers owned by Sellers for use in the Business, wherever located, including such inventories covered by Seller purchase orders, warehoused inventories, owned inventories held by suppliers, inventories covered by customer purchase orders and sample and promotional goods.

“ Knowledge ” or words of similar import, with respect to Sellers, means the actual knowledge of Drew Nachowiak or any of the Designated Executives, it being understood that this definition shall not require any inquiry or investigation on the part of any such persons.

“ Laws ” means all statutes, laws, principles of common law, treaties, rules, codes, regulations, restrictions, ordinances, orders, decrees, approvals, directives, judgments, injunctions, writs, awards and decrees of, or issued by, any Governmental Entity.

“ Letter of Intent ” means that certain Letter of Intent, dated February 11, 2008 between Centex and Rollins.

“ Liens ” mean all mortgages, liens, pledges, security interests, charges, claims, conditions, easements, restrictions, leases, encumbrances and similar interests of any kind or nature affecting title to or use of the assets to which they apply.

“ Material Adverse Effect ” means any state of facts, change, event, or occurrence (when taken together with all other states of fact, changes, events, or occurrences) that is materially adverse to the financial condition, results of operations, properties, assets or Assumed Liabilities of the Business or the Purchased Assets taken as a whole, other than states of fact, changes, events, effects or occurrences resulting from (a) general changes affecting the national housing industry or the national pest control industry, except to the extent such changes or developments have a disproportionate impact on Sellers relative to other participants in such respective industries, (b) the public announcement of the transactions contemplated hereby, (c) any change in the Laws of general applicability or interpretations thereof by any courts or other Governmental Entities, (d) any change in general economic conditions or in interest rates, except to the extent such changes have a disproportionate impact on Seller relative to other Persons operating in similar industries and markets, (e) any change in the overall businesses, results of operations or financial condition of Centex or any of its subsidiaries (other than the Sellers) that does not affect the Business or the Purchased Assets, or (f) any action or omission of Sellers taken pursuant to the terms of this Agreement or with the prior consent of Purchaser. A Material Adverse Effect shall also include any state of facts, change, event or occurrence that shall have occurred or been threatened that (when taken together with all other states of facts, changes, events, effects or occurrences that have occurred or been threatened) would prevent or materially delay the performance by Sellers or their Affiliates of any of their respective material obligations under this Agreement or any of the Seller Ancillary Documents, or would prevent the consummation of the purchase and sale of the Purchased Assets pursuant to this Agreement. Any determination as to whether any condition or other matter has a Material Adverse Effect shall be reasonable and shall be made only after taking into account all proceeds or amounts that are expected to be received by Purchaser or the Business with respect to such condition or matter from insurance policies of Purchaser or Sellers or any of their respective Affiliates.

“ Materiality Qualifications ” means, with respect to the representations and warranties of any party or parties, all qualifications or exceptions contained therein relating to materiality or Material Adverse Effect.

“ Non-Assignable Contracts ” means Assigned Contracts that require third-party consents for assignment that have not been obtained by Sellers as of the Closing.

“ Ordinary Course ” means the ordinary course of business consistent with past practice of Sellers, including: (i) delivering cash to any Affiliate in a manner consistent with past practice and custom, (ii) the acquisition by Sellers of substantially all of the assets of Pest Management of Richmond, Inc., or (iii) taking any actions contemplated by, or in connection with, the negotiation of, this Agreement.

“ Organizational Documents ” means (i) in the case of any Person organized as a corporation, the certificate or articles of incorporation of such corporation (or, if applicable, the memorandum and articles of association of such corporation) and bylaws, (ii) in the case of any Person organized as a limited liability company, the certificate of formation or organization and the limited liability company agreement, operating agreement or regulations of such limited liability company, (iii) in the case of any Person organized as a limited partnership, the certificate of limited partnership and partnership agreement of such limited partnership and (iv) in the case of any other Person, all constitutive or organizational documents of such Person which address all matters relating to the business and affairs of such Person similar to the matters addressed by the documents referred to in clauses (i) through (iii) above in the case of Persons organized as corporations, limited liability companies or limited partnerships.

“ Permits ” means all licenses, permits (including environmental, construction and operation permits), qualifications, franchises, certificates, approvals, registrations and other similar authorizations granted or given by any Governmental Entity, and all applications therefor or renewals thereof.

“ Permitted Liens ” means (a) Liens for Taxes which are not yet due and payable or which are being contested by appropriate proceedings, (b) statutory Liens of landlords, (c) Liens of carriers, warehousemen, mechanics, materialmen and repairmen arising by Contract or under applicable Law in the Ordinary Course, (d) purchase money security interests arising in the Ordinary Course for indebtedness incurred by any Seller, (e) in the case of the Leased Real Property, zoning, building, or other restrictions, variances, exceptions, reservations, limitations, covenants, rights of way, encumbrances, easements and other irregularities in title, none of which, individually or in the aggregate, (i) interfere in any material respect with the present use of or occupancy of the affected parcel by Sellers, (ii) have a material and adverse effect on the value thereof or its use or (iii) would materially impair the ability of such parcel to be used for its present use, or (f) Liens identified on Schedule 1.1(a) .

“ Person ” means any individual, corporation, partnership, joint venture, limited liability company, trust, unincorporated organization or Governmental Entity.

“ Potential Successor Tax ” shall mean any Taxes owed by Sellers as of the Closing Date with respect to which Purchaser may have successor liability.

“ Pre-Closing Covenant ” means the covenants and agreements contained in Section 6.1(a), (b), (c), (d), (i), (j), (m), (n), (o), (q), (r) and, solely as it relates to the other subsections listed in this definition, (s).

“ Purchaser Ancillary Documents ” means any certificate, agreement, document or other instrument, other than this Agreement and the Rollins Guaranty, to be executed and delivered by Purchaser in connection with the transactions contemplated by this Agreement, including the Indemnity Escrow Agreement, the Noncompetition Agreements, the Transition Services Agreement, the Support Agreement, the Employee Leasing Agreement and the Facility Operating Agreement.

“ Qualified Termite Contract ” means a termite guarantee contract assumed by Purchaser as an Assigned Contract and in respect of which the termite service period commenced prior to the Effective Time and Sellers received payment from the customer thereunder before the Effective Time.

“ Registered Intellectual Property ” means all United States, state and international: (a) patents and patent applications (including provisional applications); (b) registered trademarks and service marks, applications to register trademarks and service marks, intent-to-use applications, or other registrations or applications related to trademarks and service marks; (c) registered copyrights and applications for copyright registration; and (d) domain name registrations.

“ Related Party ” means any shareholder, employee, officer or director of any Seller, any immediate family member of any such shareholders, employees, officers or directors, or any Affiliate of the foregoing.

“ Restrictive Covenant Agreements ” means all confidentiality agreements and all non-compete and non-solicitation covenants and other similar restrictive covenants between any Seller and any present or former employee of the Business other than the Continuity Agreements.

“ Rollins ” means Rollins, Inc., a Delaware corporation.

“ Seller Ancillary Documents ” means any certificate, agreement, document or other instrument, other than this Agreement and the Centex Guaranty, to be executed and delivered by Sellers or their Affiliates in connection with the transactions contemplated by this Agreement, including the Indemnity Escrow Agreement, the Noncompetition Agreements, the Transition Services Agreement, the Support Agreement, the Patent Assignment, the Trademark Assignments, the Copyright Assignment, the Employee Leasing Agreement and the Facility Operating Agreement.

“ Seller Benefit Plan ” means each Employee Benefit Plan with respect to Sellers.

“ Seller Employees ” means the common law employees of Sellers.

“ Seller Intellectual Property ” means any Intellectual Property that is owned or licensed by any Seller, other than the Excluded Intellectual Property.

“ Seller Registered Intellectual Property ” means all of the Registered Intellectual Property owned by, or filed in the name of, any Seller.

“ Supplier ” means each supplier that Sellers, collectively, have paid in the aggregate more than $100,000 during the 12 - month period ended on the Balance Sheet Date.

“ Tangible Personal Property ” means all machinery, equipment, tools, furniture, office equipment, leasehold improvements, construction in progress, computer hardware, supplies, disposables, inventory, materials, vehicles and other items of tangible personal property (other than Inventory) of every kind owned or leased by Sellers (wherever located), together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto.

“ Taxes ” means all taxes, assessments, duties, fees, levies and similar charges imposed by any Governmental Entity (including interest, penalties or additions associated therewith), including income, franchise, capital stock, real property, personal property, tangible, intangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, license, occupation, registration, stamp, premium, environmental, customs duties, escheat, unclaimed or abandoned property, alternative or add-on minimum, estimated, gross receipts, value-added and all other taxes of any kind imposed by any Governmental Entity, whether disputed or not.

“ Tax Return ” means any report, return, declaration or other information required to be supplied to a Governmental Entity in connection with Taxes, including estimated returns, amended returns, information statements and reports of every kind with respect to Taxes.

“ Transferred Employees ” means Seller Employees who are hired by Purchaser in accordance with Exhibit 6.9 .

“ Unaudited December 2007 Financial Statements ” means the unaudited, consolidated balance sheet of Shareholder at December 31, 2007, and the statements of income and cash flows of Shareholder for the nine (9) month period then ended, including the notes and schedules, if applicable, thereto, attached hereto as Exhibit A .

1.2 Other Definitions . Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Accountants	3.2(b)
Accountants Report	3.2(b)
Acquisition	Recitals
Agreement	Preamble
Antitrust Authorities	6.7(b)
Assigned Permits	2.1(g)
Assignment and Assumption Agreements	8.1(c)
Assumed Liabilities	2.3(a)
Books and Records	6.16(a)
Bond and LOC Obligations	6.19

Business	Recitals
Centex Guaranty	8.1(j)
Closing	2.4
Closing Balance Sheet	3.2(b)(i)
Closing Calculation	3.2(b)(i)
Closing Date	2.4
Closing Net Asset Value	3.2(b)(ii)
Closing Payment	3.1(a)
Continuity Agreements	2.2(l)
Copyright Assignment	8.1(c)
Covered Claims	10.6(a)
Deductible	10.6(a)
Direct Claim	10.3(b)
Direct Claim Notice	10.3(b)
Disputed Amounts	3.1(b)
E&Y	6.4
Effective Time	2.4
Employee Leasing Agreement	8.1(k)
End Date	9.1(d)
Environmental Covered Claims	10.6(b)
Environmental Threshold	10.6(b)
Estimated Net Asset Value	3.2(a)
Excluded Assets	2.2
Excluded Intellectual Property	2.2(c)
Excluded Liabilities	2.3(b)
Excluded Termite Contracts	2.2(k)
Facility Operating Agreement	8.1(l)
February 2008 Balance Sheet	3.2(a)
Federal Trademark Assignment	8.1(c)
Final Allocation	3.4(d)
Final Closing Balance Sheet	3.2(b)(ii)
Final Closing Calculation	3.2(b)(ii)
HTPD Inc.	Preamble
HTPD LLC	Preamble
Indemnity Escrow	3.1(b)
Indemnity Escrow Agreement	3.1(b)
Interim Financial Statements	6.4
Leased Real Property	4.4(b)
Leases	4.4(i)
Liability Threshold	10.6(a)
Losses	10.1
Maximum Amount	10.6(c)
Net Asset Value	3.2(c)
Noncompetition Agreements	8.1(g)
Parties	Preamble
Party	Preamble

Patent Assignment	8.1(c)
Periodic Taxes	3.3(a)
Petty Cash	2.1(e)
Pre-Closing Calculation	3.2(a)
Preliminary Allocation	3.4(d)
Purchased Assets	2.1
Purchase Price	3.1
Purchaser	Preamble
Purchaser Covered Claims	10.6(e)
Purchaser Indemnitees	10.1
Release	4.17(e)
Retained Equity Interests	2.2(a)
Rollins Guaranty	8.2(h)
Rules	11.12
Section 10.1 Indemnified Claims	10.1(a)(v)
Seller Books and Records	6.16(b)
Seller Indemnitees	10.2
Sellers	Preamble
Seller Marks	6.18
Shareholder	Preamble
State Trademark Assignment	8.1(c)
Support Agreement	8.1(i)
Third Party Claim	10.3(a)
Trademark Assignments	8.1(c)
Transition Services Agreement	8.1(h)

1.3 Construction . Unless the context of this Agreement clearly requires otherwise, (a) references to the plural include the singular, and references to the singular include the plural, (b) references to any gender include the other genders, (c) the words “include,” “includes” and “including” do not limit the preceding terms or words and shall be deemed to be followed by the words “without limitation”, (d) the terms “hereof”, “herein”, “hereunder”, “hereto” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, (e) the terms “day” and “days” mean and refer to calendar day(s), (f) the terms “month” and “months” mean and refer to calendar month(s), (g) the terms “year” and “years” mean and refer to calendar year(s), (h) the term “or” shall not be deemed exclusive, and (i) references to “the date hereof” shall mean as of the date of this Agreement. Unless otherwise set forth herein, references in this Agreement to (i) any document, instrument or agreement (including this Agreement) (A) includes and incorporates all exhibits, schedules and other attachments thereto, (B) includes all documents, instruments or agreements issued or executed in replacement thereof and (C) means such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified or supplemented from time to time in accordance with its terms and in effect at any given time and (ii) a particular Law means such Law as amended, modified, supplemented or succeeded, from time to time and in effect at any given time. Whenever this Agreement refers to an event, occurrence or development that “would reasonably be expected to have” or “would not be reasonably expected to have” a specified effect on the Sellers or any other Person (including a Material Adverse Effect) a determination as to whether such effect would reasonably be expected to occur shall be made from the viewpoint of a reasonable and objective third party that is experienced in the pest control services industry, and not from the viewpoint of, or taking into account any special circumstance applicable to, any particular Person (including Purchaser). All Article, Section, Exhibit and Schedule references herein are to Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specified. This Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if all Parties had prepared it.

1.4 Accounting Terms . All accounting terms not specifically defined herein shall be construed in accordance with GAAP.

ARTICLE 2

PURCHASE AND SALE

2.1 Agreement to Purchase and Sell . Except for the Excluded Assets, upon the terms and subject to the conditions set forth herein, Sellers agree to sell, convey, assign, deliver and transfer to Purchaser, free and clear of all Liens other than Permitted Liens, and Purchaser agrees to purchase from Sellers and take possession of, effective as of the Effective Time, all right, title and interest of Sellers in and to all of the tangible and intangible assets of Sellers that are used (in whole or in part) in the conduct of the Business, wherever such assets are located and whether real, personal or mixed, tangible or intangible, and whether or not any of such assets have any value for accounting purposes or are carried or reflected on or specifically referred to in Sellers’ books and records (collectively, “ Purchased Assets ”), including the following:

(a) all Tangible Personal Property owned by Sellers and all rights of the Sellers in Tangible Personal Property leased by them, including those items listed on Schedule 2.1(a) ;

(b) all Inventory;

(c) all Accounts Receivable solely to the extent and in the amounts recorded on the Final Closing Balance Sheet and included in the Final Closing Calculation or otherwise arising in the Ordinary Course from and after the Effective Time until Closing, and any claim, remedy or other right related to any of the foregoing;

(d) all rights of Sellers under the Assigned Contracts;

(e) all petty cash located in cash drawers at the Leased Real Property (“ Petty Cash ”);

(f) all rights of Sellers with respect to the Leased Real Property;

(g) all rights of Sellers under all Permits related to the Business, in each case to the extent that they are transferable to Purchaser, including those set forth on Schedule 4.11(b) (the “ Assigned Permits ”);

(h) all goodwill of the Business;

(i) all rights of Sellers under all Intellectual Property owned by Sellers;

(j) all data and records maintained by Sellers to the extent related to the operation of the Business, including supplier, client and customer lists and records, referral sources, research and development reports, production reports, service and warranty records, equipment logs, operating guides and manuals, copies of financial and accounting records, copies of those portions of the Tax Returns and other Tax records pertaining solely to the Purchased Assets or the Business, advertising and promotional materials (unless containing the name “ Centex ”), studies, reports, correspondence and other similar documents and records, in whatever media retained or stored, including computer programs and disks, but not including any data, records or other materials to the extent related to employees or personnel of the Business who are not Transferred Employees;

(k) deposits, advances, pre-paid expenses, accrued rebates and credits of the Business recorded on the Final Closing Balance Sheet and included in the Final Closing Calculation or arising in the Ordinary Course from and after the Effective Time until Closing;

(l) all cash or cash equivalents received after the Effective Time in respect of the Accounts Receivable described in Section 2.1(c);

(m) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by any Seller, whether arising by way of counterclaim or otherwise, arising out of or as and to the extent relating to the Business, other than as and to the extent relating to any Excluded Assets or Excluded Liabilities; and

(n) all rights in and under all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights in favor of any Seller arising out of or as and to the extent relating to the Business, other than any such rights as and to the extent relating to any Excluded Assets or Excluded Liabilities.

2.2 Excluded Assets . Notwithstanding anything to the contrary set forth in this Agreement, the Purchased Assets will not include the following assets, properties and rights of any of the Sellers (collectively, the “ Excluded Assets ”):

(a) membership interests and capital stock of HTPD, LLC and HTPD Inc., respectively (the “ Retained Equity Interests ”);

(b) all rights with respect to the use of the name “Centex” or any derivative thereof, and any associated logos or trade dress;

(c) the software and other Intellectual Property licensed to any of the Sellers that by its terms is not transferable to Purchaser or is proprietary to Centex, to the extent set forth on Schedule 2.2(c) (the “ Excluded Intellectual Property ”);

(d) all insurance policies to which any Seller is a named insured or beneficiary;

(e) any Seller Benefit Plan or ERISA Affiliate Plan;

(f) any Permit or similar right that by its terms is not transferable to Purchaser, including those indicated on Schedule 4.11(b) as not being transferable;

(g) charter documents, minute books, stock ledgers and other constituent records relating to the corporate organization of the Sellers or Centex and its Affiliates;

(h) original copies of all financial records, Tax Returns and related work papers or documents, and personnel files;

(i) any cash or cash equivalents, other than Petty Cash and cash and cash equivalents described in Section 2.1(l);

(j) all accounts receivables and other rights to payments owing from Affiliates of Sellers (except for trade accounts receivable), and any claim, remedy or other right related to any of the foregoing;

(k) all termite guarantee contracts that, as of the Effective Time, have not been renewed by the applicable customers thereunder (the “ Excluded Termite Contracts ”);

(l) those certain Continuity Agreements (as amended) between Sellers and certain members of the senior management team of the Business that are listed on Schedule 2.2(l) (the “ Continuity Agreements ”);

(m) all Employment Agreements;

(n) all Contracts involving the sale by any Seller of assets other than Inventory in the Ordinary Course (whether by merger, recapitalization or other similar transactions) and any accounts receivable related to such Contracts;

(o) those Contracts set forth on Schedule 4.12 that are identified on such Schedule as being not Assigned Contracts;

(p) the rights that accrue to Sellers under this Agreement and the Seller Ancillary Documents or that arise out of or are related to the Excluded Liabilities;

(q) the property and assets expressly set forth on Schedule 2.2(q) ;

(r) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available or being pursued or defended by any Seller on or prior to the Effective Time, whether arising by way of counterclaim or otherwise, (A) arising out of or relating in any way to the claims identified in Schedule 4.10 and (B) arising out of or as and to the extent relating to any of the items specifically set forth in this Section 2.2 or included as an Excluded Liability;

(s) all rights in and under all express and implied guarantees, warranties, representations, covenants, indemnities and similar rights in favor of any Seller arising out of or as and to the extent relating to any of the items specifically set forth in this Section 2.2 or included as an Excluded Liability; and

(t) claims with respect to Taxes paid or payable by Sellers or Sellers’ Affiliates.

2.3 Liabilities .

(a) Assumed Liabilities . At the Closing, and effective as of the Effective Time, Purchaser shall assume, and shall pay, perform and discharge when due, only the following obligations and liabilities of Sellers (collectively, the “ Assumed Liabilities ”):

(i) subject to Section 6.15, 6.20 and 6.21, the duties, obligations and liabilities of Sellers under the Assigned Contracts, whether arising prior to or after the Effective Time;

(ii) the duties and obligations of Sellers under the Assigned Permits arising from and after the Effective Time, but excluding any liabilities or obligations for any breach or default that occurred prior to the Effective Time;

(iii) those liabilities and obligations for Taxes that are allocated to Purchaser pursuant to each of Sections 3.3, 3.4 and 6.10;

(iv) the outstanding balance of Sellers’ trade debt and other accrued liabilities (including accrued salaries, wages, bonuses and vacation) solely to the extent and in the amounts accrued or reserved against on the Final Closing Balance Sheet and included in the Final Closing Calculation or otherwise incurred in the Ordinary Course from and after the Effective Time until Closing (but subject to Section 6.11(b));

(v) all liabilities and obligations arising out of or resulting from (A) actual or alleged acts or omissions of Purchaser, any of its Affiliates or any of their respective officers, employees or agents in connection with the operation of the Business or ownership of the Purchased Assets from and after the Effective Time, or (B) any casualty damage, event or condition in respect of Purchaser, the Purchased Assets or the Business first existing or occurring from and after the Effective Time; and

(vi) except with respect to Environmental Claims and claims which are the subject of Schedule 6.21 , Purchaser’s pro rata portion of those liabilities and obligations arising out of or resulting from any casualty, damage, event or condition in respect of the Purchased Assets or the Business first existing or occurring prior to the Effective Time and that continue through and after the Effective Time, which pro rata portion shall be calculated based upon the number of days from and after the Effective Time on which such casualty, damage, event or condition existed and continued, divided by the total number of days on which such casualty, damage, event or condition existed and continued.

(b) Excluded Liabilities . Notwithstanding anything to the contrary contained herein, except for the Assumed Liabilities and Purchaser’s obligations and covenants under this Agreement or the Purchaser Ancillary Documents, Purchaser shall not assume or have any liability or obligation whatsoever with respect to any of Sellers’ obligations, liabilities, contracts, debts, claims, costs, expenses, agreements or understandings, of any kind or nature whatsoever at any time existing or asserted, whether or not accrued on Sellers’ financial statements or recorded in their books and records, whether fixed, contingent or otherwise, whether known or unknown to Purchaser and/or Sellers, whether arising prior to, at or after the Effective Time and whether or not relating to the operation of the Business or Sellers’ ownership or use of the Purchased Assets (collectively, the “ Excluded Liabilities ”). Without limiting the generality of the foregoing, the Excluded Liabilities include the following liabilities and obligations:

(i) under any Contract to which any Seller is a party or by which they, the Business or the Purchased Assets are bound that is not assumed by Purchaser under Section 2.3(a), including any liability or obligation (A) arising out of or relating to Sellers’ credit facilities or any security interest related thereto; (B) under any Excluded Termite Contract, or (C) under any Employment Agreement;

(ii) except as provided in any of Sections 3.3, 3.4 or 6.10, for Taxes, including (A) any Taxes arising as a result of Sellers’ operation of the Business or ownership of the Purchased Assets prior to the Effective Time, (B) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement and (C) any deferred Taxes of any nature;

(iii) except for the Assumed Liabilities, all liabilities and obligations arising out of or resulting from (A) actual or alleged acts or omissions of any Seller, any of their Affiliates or any of their respective officers, employees or agents in connection with the operation of the Business or ownership of the Purchased Assets prior to the Effective Time, or (B) any casualty damage, event or condition in respect of any Seller, the Purchased Assets or the Business existing or occurring prior to the Effective Time, regardless of whether such act, omission, event or condition was known by or disclosed to Purchaser or its Affiliates or constitutes a breach of a representation, warranty or covenant of Sellers contained herein, in either case to the extent same gives rise to any liabilities that exceed the amount included as a liability in the determination of the Net Asset Value of Sellers at Closing in respect of such act, omission, event or condition;

(iv) arising under or resulting from any Seller Benefit Plan, ERISA Affiliate Plan, or any payroll practice of Sellers;

(v) under all accounts payable owing to, and other rights of payments owing to, Affiliates of Sellers; or

(vi) arising out of or relating to any action, claim, suit or proceeding against the Business that is pending or threatened as of the Effective Time and identified in Schedule 4.10 .

2.4 Closing . The closing of the transactions contemplated herein (“ Closing ”) shall take place on April 1, 2008 at the offices of Baker Botts L.L.P. located at 2001 Ross Avenue, Dallas, Texas, or if the conditions to the obligations of the Parties to consummate the transactions contemplated by this Agreement set forth in Article 7 are not satisfied or waived at least three (3) Business Days prior to such date, on the third Business Day following the satisfaction or waiver of such conditions. Such date is referred to herein as the “ Closing Date ”. For accounting purposes, the Closing, and all computations, adjustments and transfers for the purposes hereof, shall be effective as of 12:01 a.m. Dallas, Texas time on April 1, 2008 (the “ Effective Time ”).

ARTICLE 3

PURCHASE PRICE; ADJUSTMENTS; ALLOCATIONS

3.1 Purchase Price . Subject to the adjustments, terms and conditions of this Agreement, including without limitation, Section 3.2, the aggregate purchase price (the “ Purchase Price ”) for the Purchased Assets shall be an amount equal to One Hundred Thirty Two Million Five Hundred Thousand Dollars ($132,500,000), plus or minus, as the case may be, any adjustments pursuant to Section 3.2, and shall be paid by Purchaser or its Affiliates to Sellers as follows:

(a) Cash at Closing . At Closing, Purchaser or its Affiliates shall pay One Hundred Thirty Four Million Six Hundred Thousand Dollars ($134,600,000) (which amount reflects an initial increase to the Purchase Price equal to $5,100,000, based upon the calculation of the Estimated Net Asset Value by Purchaser and Sellers prior to the date hereof as described in Section 3.2(a) below), plus fifty percent (50%) of Sellers’ actual out-of-pocket costs for preparing the Audited Financial Statements as described in Section 6.4, minus fifty percent (50%) of the filing fees paid by Purchaser in connection with the HSR filings described in Section 6.7 (collectively, the “ Closing Payment ”), to Sellers by wire transfer of immediately available funds to the account(s) designated in writing by Sellers no later than two (2) Business Days prior to the Closing Date.

(b) Indemnity Escrow . At Closing, cash constituting a portion of the Purchase Price in the amount of Three Million Dollars ($3,000,000) (the “ Indemnity Escrow ”) shall be placed in an interest-bearing escrow account as security for Sellers’ indemnity obligations set forth in this Agreement. The terms and conditions for the release or forfeiture of the Indemnity Escrow are more particularly set forth in that certain Indemnity Escrow Agreement which shall be executed and delivered by Purchaser, Sellers and the escrow agent at Closing substantially in the form attached hereto as Exhibit 3.1(b) (the “ Indemnity Escrow Agreement ”); provided that within one (1) Business Day following the eighteen (18) month anniversary of the Closing Date, the Escrow Agent shall deliver to Sel lers any amounts remaining in the Indemnity Escrow account, less any amounts that are the subject of a Claim Notice (as defined in the Escrow Agreement) delivered to the Escrow Agent prior to 5:00 p.m. Eastern Time on the eighteen (18) month anniversary of the Closing Date which has not been resolved (“ Disputed Amounts ”) pursuant to the terms set forth in the Escrow Agreement, such resolution to be evidenced by a written instrument signed by Sellers and Purchaser and delivered to the Escrow Agent. Within one (1) Business Day after the resolution of a dispute as to any Disputed Amounts pursuant to the terms of the Escrow Agreement, the Escrow Agent shall release (A) to Purchaser the amount, if any, payable to the Purchaser in connection with such resolved Disputed Amounts and (B) to Sellers, the remaining balance of the Indemnity Escrow plus all accrued interest thereon, minus any remaining Disputed Amounts.

(a) In addition to the payment of the Purchase Price, as consideration for the sale, conveyance, assignment, delivery and transfer of the Purchased Assets, Purchaser shall assume the Assumed Liabilities.

3.2 Adjustment of Purchase Price .

(a) Estimated Net Asset Value . Prior to the date hereof, Sellers and Purchaser jointly prepared a calculation of the Estimated Net Asset Value by adjusting the unaudited, consolidated balance sheet of Shareholder as of February 29, 2008 that was provided to Purchaser by Sellers (the “ February 2008 Balance Sheet ”) to (A) reflect the increase to the goodwill of the Business resulting from the acquisition of substantially all of the assets of Pest Management of Richmond, Inc., (B) remove reserves for claims and litigation that are to be retained by Sellers as contemplated by Section 2.3(b) above, (C) fully accrue, to the extent not already accrued, all amounts owed with respect to the Assumed Liabilities for the obligations to make outstanding payments, including contingent payments, pursuant to Contracts involving the purchase by any Seller of all or substantially all of the assets or capital stock of any other Person, (D) reflect substantive adjustments that have arisen as of the date hereof from the preparation of the Audited Financial Statements as contemplated by Section 6.4 (except no such adjustment shall be made with respect to recognition of termite renewal revenue), (E) reflect the historical fiscal year-end practices of Sellers, (F) remove accounts receivable that are to be retained by Sellers as contemplated by Section 2.2(n) above and (G) reflect the other substantive adjustments that were agreed to by the Parties prior to the date hereof (as adjusted, the “ Pre-Closing Calculation ”). The Pre-Closing Calculation is attached as Exhibit 3.2(a) . Sellers represent and warrant that the February 2008 Balance Sheet was prepared from the books and records of Sellers in accordance with GAAP (subject to the absence of footnotes thereto and any other exceptions set forth in Schedule 4.7 ), applied consistently with the Balance Sheet. “ Estimated Net Asset Value ” means the estimated Net Asset Value of Sellers, as shown in the Pre-Closing Calculation, which the Parties agree to be $92,000,000.

(b) Closing Balance Sheet .

(i) Delivery of the Closing Balance Sheet . Within ninety (90) days after the Closing Date, Purchaser, with the reasonable input, review and approval of Sellers, shall cause to be prepared and delivered to Sellers (i) an unaudited, consolidated balance sheet of Shareholder as of March 31, 2008 (the “ Closing Balance Sheet ”), and (ii) a calculation of the Net Asset Value prepared in a manner consistent with the Pre-Closing Calculation, which shall include adjustments for the items set forth in Items (A) - (G) in Section 3.2(a) above (without duplication for any such matters that are addressed in the Closing Balance Sheet) (the “ Closing Calculation ”). Purchaser represents and warrants that upon delivery to Sellers, the Closing Balance Sheet shall have been prepared from the books and records of Sellers and the Business in accordance with GAAP (subject to the absence of footnotes thereto), applied consistently with the Audited Financial Statements (subject to the historical fiscal year-end practices of Sellers).

(ii) Final Closing Balance Sheet . From the Closing Date through the date of the payment provided for in Section 3.2(d), Purchaser shall give Sellers reasonable access during normal business hours to the books and records, the accounting and other appropriate personnel and the independent accountants of the Business and Purchaser (including access to each of the specific items of information described in Exhibit 3.2(b) ) in order to enable Sellers to review the Closing Balance Sheet and the Closing Calculation. Within ninety (90) days after the delivery of the Closing Balance Sheet and the Closing Calculation, Sellers shall have completed a review of the Closing Balance Sheet and the Closing Calculation. After such review, if Sellers and Purchaser reach agreement on the Closing Balance Sheet and the Closing Calculation, such balance sheet shall be the “ Final Closing Balance Sheet ” and such calculation of Net Asset Value shall be the “ Final Closing Calculation .” If however, Sellers and Purchaser are unable to reach agreement on the Closing Balance Sheet and the Closing Calculation within thirty (30) days after the end of such 90-day period, then the parties shall submit the items in dispute (but no other matters) to KPMG LLP, or such other “Big Four” public accounting firm as is mutually acceptable to the parties hereto (the “ Accountants ”) for resolution. Such resolution by the Accountants shall be set forth in a written report (“ Accountants Report ”), setting forth its determination of all items in dispute, together with the resulting calculation of the Closing Net Asset Value and a reasonably detailed explanation of work performed by the Accountants, delivered by the Accountants to the parties hereto within thirty (30) days following the submission of such dispute to the Accountants, and the Closing Balance Sheet and the Closing Calculation as modified in accordance with the Accountants Report shall be the “ Final Closing Balance Sheet ” and the “ Final Closing Calculation ”, respectively, and shall be final and binding upon the parties hereto, absent fraud or manifest error. The Net Asset Value of Sellers determined pursuant to the Final Closing Calculation shall be the “ Closing Net Asset Value ”. The fees charged by the Accountants shall be paid 50% by Sellers and 50% by Purchaser or its Affiliates.

(c) For purposes hereof, “ Net Asset Value ” means, in respect of Sellers, on a consolidated basis, eliminating the effect of any transactions or arrangements between Sellers and/or any of their Affiliates other than trade accounts receivable owing from any Affiliates of Sellers, the book value of the Purchased Assets, as adjusted for amortization and depreciation, less the book value of the Assumed Liabilities. All calculations of “Net Asset Value” hereunder shall be made by excluding deferred income taxes and shall include all deferred charges that relate to the ongoing operations and that benefit Purchaser. For the avoidance of doubt, any adjustments proposed by E&Y for the preparation of the Audited Financial Statements solely in respect of the recognition of termite renewal revenue, whether or not accepted by Sellers, shall not be made in the preparation of the Pre-Closing Calculation or the Final Closing Calculation pursuant to this Section 3.2.

(d) Final Closing Net Asset Value Adjustment . In the event that the Closing Net Asset Value exceeds the Estimated Net Asset Value, then Purchaser shall pay Sellers cash in the amount of such excess. In the event that the Closing Net Asset Value is less than Estimated Net Asset Value, then Sellers shall pay Purchaser cash in the amount of such shortfall. All payments under this Section 3.2(d) shall be made within five (5) days following the date on which the Final Closing Balance Sheet and Final Closing Calculation are finally determined pursuant to Section 3.2(b)(ii) by either check (if requested by the receiving Party) or wire transfer of immediately available funds to such account as is specified by such Party at least two (2) Business Days prior to the due date for such payment. Any payment made pursuant to this Section 3.2(d) shall include an additional amount of simple interest at the rate of six percent (6%) per annum (based on a 365 day year) from the Closing Date through the date of such payment.

3.3 Allocation of Certain Items . With respect to certain expenses incurred with respect to the Purchased Assets in the operation of the Business, the following allocations shall be made between Purchaser and Sellers:

(a) Taxes . For all taxable periods that begin on or prior to the Effective Time, real, personal and ad valorem property Taxes and any similar Taxes imposed on a periodic basis (“ Periodic Taxes ”), with respect to the Purchased Assets or the Business, shall be apportioned between Sellers and Purchaser based upon the number of days in the taxable period prior to the Effective Time and in the taxable period beginning on and following the Effective Time, respectively, except that Periodic Taxes to the extent and in the amount accrued or reserved against on the Final Closing Balance Sheet shall be apportioned entirely to Purchaser.

(b) Utilities . Utilities, water and sewer charges shall be apportioned based upon the number of days occurring prior to the Effective Time and beginning on and following the Effective Time during the billing period for each such charge, except that such charges to the extent and in the amount accrued or reserved against on the Final Closing Balance Sheet shall be apportioned entirely to Purchaser.

3.4 Tax Matters .

(a) Filing of Tax Returns . With respect to any and all Taxes other than Periodic Taxes, (i) Sellers shall be solely responsible for and shall pay, without any cost to Purchaser, Taxes assessed against and payable by Sellers, arising from the operations of the Business or use of the Purchased Assets before the Closing Date (regardless of whether the filing of any Tax Return with respect thereto or payment of any amount in respect thereof is filed, paid or due prior to, on or after the Closing Date); and (ii) Purchaser shall be solely responsible for and shall pay, without any cost to Sellers, Taxes assessed against and payable by Purchaser, arising from the operations of the Business or use of the Purchased Assets after the Closing Date, and any other Taxes to the extent such Taxes are reflected on the Final Closing Balance Sheet.

(b) Cooperation . Except as otherwise provided in this Agreement, the Parties hereby agree that each of them shall, in connection with Taxes relating to the Purchased Assets or the Business: (i) cooperate with the other in executing or causing to be executed any required Tax document; (ii) make available to the other, as promptly as practicable, all work papers, records and notes of any kind at all reasonable times for the purpose of allowing the appropriate Party to complete Tax Returns, participate in a proceeding, obtain Tax refunds, make any determination required under this Agreement or defend or prosecute Tax claims; (iii) make available to the other, as reasonably requested and available, personnel responsible for preparing or maintaining information, records and documents in connection with Taxes as well as any related litigation; (iv) preserve all such information, records, and documents until the expiration of any applicable statutes of limitation or extensions thereof and as otherwise required by law; and (v) provide timely notice to the other in writing of any pending or threatened Tax audits or assessments for periods beginning on or prior to the Closing Date and ending after the Closing Date and furnish the other with copies of all correspondence received from any Governmental Entity in connection with any Tax audit or information request with respect to any such period.

(c) Employment Tax . Purchaser and Sellers agree that they will follow the standard procedure of Rev. Proc. 2004-53, 2004-2, C.B. 320, whereby each shall be solely responsible for employment tax reporting for employees who may be employed by each of them in the calendar year that includes the Closing Date. Sellers shall provide Purchaser with such employment tax information as Purchaser shall reasonably request in connection with Purchaser’s employment tax reporting obligations for the portion of the calendar year following the Closing.

(d) Purchase Price Allocation . At the time that Sellers cause the Closing Balance Sheet to be delivered to Purchaser pursuant to Section 3.2(b)(i), Sellers shall also cause to be delivered to Purchaser an allocation of the applicable portion of the Purchase Price and other relevant items (including, for example, adjustments to Purchase Price) among the Purchased Assets, including goodwill and other assets, in accordance with Section 1060 of the Code and the Treasury regulations promulgated thereunder and any comparable provision of state, local or foreign law, as appropriate, prepared with the reasonable input, review and approval of Purchaser (the “ Preliminary Allocation ”). Approval of the Preliminary Allocation by Purchaser, and the resolution of any disagreement regarding the Preliminary Allocation, shall be subject to the same time restrictions and procedures as applicable to the finalization of the Closing Balance Sheet, pursuant to Section 3.2(b)(ii). The allocation agreed to by the Parties or determined by the Accountants, as the case may be, shall be the “ Final Allocation .” The Final Allocation shall be binding on the Parties, to the extent permitted by Law. The Parties shall prepare and timely file all applicable federal and state income Tax forms (including Internal Revenue Service Form 8594) in a manner consistent with the Final Allocation, cooperate with each other in the preparation of such forms, and furnish each other with a copy of the final version of Form 8594 within a reasonable period before the filing date thereof. Except as otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of any state, local or foreign law), none of the Parties shall take a position inconsistent with the Final Allocation on any Tax Return (including any forms required to be filed pursuant to Section 1060 of the Code), or otherwise. The Parties recognize that the Final Allocation will not include Purchaser’s acquisition expenses or Sellers’ selling expenses, and Purchaser and Sellers will unilaterally allocate such expenses appropriately.

(e) Tax Refunds . Any Tax refunds (including any interest related thereto) received by Purchaser or its Affiliates or successors, relating to Taxes for which Purchaser or its Affiliates have paid (without reimbursement from Sellers), shall be for the account of Purchaser. Any Tax refunds (including any interest related thereto) received by Purchaser, its Affiliates or successors, relating to Taxes that Sellers or their Affiliates have paid (or for which Sellers have reimbursed Purchaser), shall be for the account of Sellers, and Purchaser shall pay over to Sellers any such amount, within ten (10) Business Days of receipt thereof. Sellers shall be entitled to request that Purchaser, at Sellers’ expense, file for and obtain any Tax refunds with respect to Tax periods or portions thereof ending on or before the Closing Date. Purchaser’s consent to such request shall not be unreasonably withheld.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF SELLERS

Sellers hereby jointly and severally represent and warrant to Purchaser (except as disclosed in the Schedules (subject to Section 11.2)) as follows:

4.1 Due Organization, Good Standing and Corporate Power . HTPD Inc. is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada. HTPD LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Shareholder is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada. Each Seller has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Seller is duly qualified or licensed to do business as a foreign corporation or limited liability company, as applicable, and is in good standing in each jurisdiction in which the character or location of the properties owned, leased or operated by such Seller or the nature of the business conducted by such Seller makes such qualification necessary, except where failure to so qualify would not be reasonably expected to result in a Material Adverse Effect, and Schedule 4.1 lists all the states where each Seller is so qualified. No Seller owns, directly or indirectly, any capital stock or other equity, securities or similar interests in any corporation, liability company, partnership, joint venture or other association, other than the Retained Equity Interests owned by Shareholder.

4.2 Authorization; Enforceability . Each Seller has all requisite corporate or other power and authority to execute, deliver and perform its obligations under this Agreement and the Seller Ancillary Documents and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents by Sellers and the consummation by Sellers of the transactions contemplated hereby and thereby, have been duly authorized and approved by the Board of the Managers of Shareholder, the Board of Directors and shareholder of HTPD Inc., and the Board of Managers and sole member of HTPD LLC, and no other corporate or limited liability company action on the part of any Seller is necessary to authorize the execution, delivery and performance of this Agreement and the Seller Ancillary Documents by Sellers, and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Seller Ancillary Documents shall be as of Closing (assuming the due execution and delivery thereof by Purchaser, as applicable), duly executed and delivered by each Seller, and do or shall, as the case may be, constitute valid and binding obligations of each Seller, enforceable against each such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.

4.3 Consents and Approvals; No Violations .

(a) The execution and delivery by Sellers of this Agreement and the Seller Ancillary Documents do not, and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with, or result in any violation or breach of, any of the provisions of the Organizational Documents of any Seller, (ii) conflict with or result in a material violation or breach of or loss of a material benefit under, or constitute a material default (with or without notice or lapse of time or both) under, any material Assigned Contract or any other material Contract or Permit applicable to Sellers or the Business, (iii) except as indicated on Schedule 4.4(b) or 4.12 , require any consent, approval or other authorization of, or filing with or notification to, any Person under any material Assigned Contract or any other material Contract or Permit applicable to Sellers or the Business, (iv) subject to the receipt or making of the consents, approvals, authorizations, and filings referred to in Section 4.3(b), contravene or conflict with, or result in any material violation or breach of, any Law applicable to Sellers or the Business, (v) give rise to any termination, cancellation, amendment or modification of rights of Sellers or acceleration of any of Sellers’ obligations under any Assigned Contract, except as would not reasonably be expected to have a Material Adverse Effect, or (vi) cause the creation or imposition of any Liens on any of the Purchased Assets, except for Permitted Liens.

(b) Assuming all filings required under the HSR Act are made and any waiting periods thereunder have been terminated or expired, no other consent, approval, authorization of, or filing with or notification to, any Governmental Entity (other than (i) those which, if not satisfied, would not be material to the Business or (ii) as may be required by any Contract with Governmental Entities that are conducting business with Sellers), is necessary or required by or with respect to the execution, delivery and performance of this Agreement and the Seller Ancillary Documents by Sellers, or the consummation by Sellers of the transactions contemplated hereby and thereby.

4.4 Leased Real Property .

(a) No Seller owns any real property.

(b) Schedule 4.4(b) sets forth a true, correct and complete list of each parcel of real property leased by Sellers (the “ Leased Real Property ”). Schedule 4.4(b) identifies with an asterisk each Lease that requires the consent of or notice to the lessor thereunder to avoid any material breach, default or violation of such Lease in connection with the transactions contemplated hereby, including the assignment of such Lease to Purchaser.

(c) The Seller identified on Schedule 4.4(b) as the tenant under each Lease has a valid leasehold interest in the Leased Real Property identified for such Lease, subject to Permitted Liens.

(d) No Seller has received notice that any portion of the Leased Real Property, or any buildings or improvement located thereon, violates any Law in any material respect, including those relating to zoning, building, land use, environmental, health and safety, fire, air, sanitation and noise control. Except for the Permitted Liens and to the Knowledge of Sellers, no Leased Real Property is subject to (i) any decree or order issued or threatened or proposed to be issued by any Governmental Entity or (ii) any rights of way, building use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever.

(e) The improvements and fixtures on the Leased Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, except where the costs of any individual repair to return such improvements and fixtures to such condition would not exceed $10,000. Sellers have not received notice of any pending or threatened condemnation, expropriation or similar proceeding against any of the Leased Real Property or any improvement thereon. Except as set forth on Schedule 4.4(e) , the Leased Real Property constitutes all of the real property utilized by Sellers for the operation of the Business.

(f) There is no unrestored fire or other casualty damage affecting any of the Leased Real Property.

(g) Public utilities (including water, electricity, gas, sanitary sewerage, storm water drainage facilities, and telephone utilities) sufficient to operate the Leased Real Property for its current uses are available and, as may be appropriate or applicable, are connected to the buildings located on the Leased Real Property.

(h) Sellers have obtained all material Permits required for the occupancy and use of the Leased Real Property for their current operations, and all such Permits are in good standing, and Sellers have not received notice or otherwise have any Knowledge of any revocation of any such Permits or that any revocation is pending or threatened.

(i) True, correct and complete copies of each of the leases and subleases pursuant to which Sellers lease or sublease the Leased Real Property (the “ Leases ”) have been made available to Purchaser. The Leases are in full force and effect and there are no written or oral promises, agreements, undertakings, or commitments between any Seller and the lessors thereunder, except as disclosed in the Leases. There are no amendments or modifications to the Leases that have not been provided to Purchaser in writing. No rental, lease or other similar commissions are payable with respect to the Leases.

4.5 Title to Purchased Assets; Related Matters .

(a) The Purchased Assets, together with the Excluded Assets, constitute all of the assets necessary and sufficient to conduct the operations of the Business as it is currently conducted in all material respects.

(b) Sellers have good and valid title to the tangible Purchased Assets owned by Sellers and good and valid leasehold interests in the Leased Real Property, in each case free and clear of all Liens other than Permitted Liens. At Closing, Sellers will transfer to Purchaser good and valid title to all of the Purchased Assets owned by them and, with respect to the Leased Real Property and other assets leased by Sellers, Sellers shall assign to Purchaser good and valid leasehold interests in such Leased Real Property, in each case free and clear of any and all Liens other than Permitted Liens.

(c) No Person other than Sellers owns any Tangible Personal Property situated on the Leased Real Property that are necessary to the operation of the Business, except for the leased items that are subject to personal property leases. Schedule 4.5 sets forth a true, correct and complete list and general description of (i) the fixed assets of any Seller and (ii) each motor vehicle owned or leased by any Seller, with designations for each such motor vehicle as to whether it is owned or leased.

(d) Sellers have maintained the safeguards and controls over the "keys" to the port covers for its Taexx® systems described on Schedule 4.5(d) and, to the Knowledge of Seller, no competitor of the Business has possession of any such port keys.

4.6 Inventory . The Inventory (a) is usable in all material respects in the Ordinary Course (subject to applicable reserves), (b) is valued on the books and records of Sellers at the average-of-cost inventory valuation method consistent with past practice and (c) is subject to reserves determined in accordance with GAAP consistently applied, specifically including reserves for obsolescence and excess inventory.

4.7 Financial Statements .

(a) Except as noted on Schedule 4.7 , the Financial Statements have been prepared in accordance with GAAP from the books and records of Sellers, consistently applied throughout the periods indicated. Except as noted on Schedule 4.7 , each balance sheet included in the Financial Statements (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Shareholder as of the date of such balance sheet, and each statement of income and cash flows included in the Financial Statements (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations and changes in cash flows, as the case may be, of Shareholder for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, subject, in the case of the statements of income and cash flows included in the Financial Statements, to (i) the absence of footnotes thereto, (ii) the absence of normal year-end adjustments and (iii) the other exceptions set forth in Schedule 4.7 .

(b) Except as noted on Schedule 4.7 , upon delivery to Purchaser, the Audited Financial Statements and the Interim Financial Statements shall have been prepared in accordance with GAAP from the books and records of Sellers, consistently applied throughout the periods indicated. Except as noted on Schedule 4.7 , each of the balance sheet included in the Audited Financial Statements and the balance sheets included in the Interim Financial Statements (including, in each case, the related notes and schedules) shall fairly present in all material respects the consolidated financial position of Shareholder as of the date of such balance sheet, and each statement of income and cash flows included in the Audited Financial Statement and the Interim Financial Statements (including, in each case, any related notes and schedules) shall fairly present in all material respects the consolidated results of operations and changes in cash flows, as the case may be, of Shareholder for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, subject, in the case of such statements of income and cash flows, to (i) the absence of footnotes thereto, solely with respect to the Interim Financial Statements, (ii) the absence of normal fiscal year-end adjustments, and (iii) the other exceptions set forth in Schedule 4.7 .

(c) There has been no change in any accounting policy, practice or procedure of Sellers in the past three (3) years, except as required by applicable Law or in accordance with GAAP.

(d) Sellers maintain a system of internal controls over financial reporting which provides reasonable assurance regarding the reliability of their financial reporting and preparation of financial statements in accordance with GAAP.

4.8 Indebtedness; No Undisclosed Liabilities . Sellers have no liabilities or obligations (whether absolute, accrued, contingent or otherwise) that are required to be set forth on an audited consolidated balance sheet prepared in accordance with GAAP, except (i) as and to the extent accrued or reserved against on the Balance Sheet or disclosed in the notes thereto or (ii) liabilities incurred in the Ordinary Course or pursuant to the terms of this Agreement since the Balance Sheet Date.

4.9 Absence of Certain Changes .

(a) Except as disclosed in Schedule 4.9 , since the Balance Sheet Date, Sellers have conducted the Business only in the Ordinary Course or as contemplated by this Agreement and there has not been any Material Adverse Effect or any change, event or development that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(b) Except as disclosed in Schedule 4.9 , since the Balance Shee

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