ASSET PURCHASE AGREEMENT

  EXHIBIT 2.1

                        ASSET PURCHASE AGREEMENT

      THIS ASSET PURCHASE AGREEMENT (the "Agreement"), dated as of October
31, 2008, is made by and among iPRINT TECHNOLOGIES, LLC, a Delaware limited
liability company ("Buyer"), AMERICAN TONERSERV CORP., a Delaware corporation
("ATS"), iPRINT TECHNOLOGIES, INC., a California corporation ("Seller"), and
CHAD SOLTER, DARRELL TSO, and SCOTT MUCKLEY (together, "Selling
Shareholders").

                               RECITALS

     A.      Seller is engaged in the retail business of providing  
            printing supplies and service to a variety of companies,
            including Fortune 1000 companies, nationwide (the
            "Business"), which is located at 9321 Eton Avenue,
             Chatsworth, California (the "Los Angeles Premises") and at
            980 Magnolia Avenue, Larkspur, California (the "Bay Area
            Premises" and together with the Los Angeles Premises, the
            "Premises").

     B.      Selling Shareholders own directly or indirectly all of the
            issued and outstanding capital stock of Seller.

     C.      Buyer is a wholly-owned subsidiary of ATS.

     D.      Seller and Selling Shareholders desire to sell and Buyer
            desires to purchase the assets of the Business, on the
            terms and conditions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

                              AGREEMENT

     1.      Definitions.   Capitalized terms used herein shall have the
meanings ascribed thereto in this Agreement, a list of which is included in
the Schedule of Definitions attached hereto as Schedule 1.  

     2.      Sale and Purchase of Assets.   Seller shall sell, transfer,
convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, on
the Closing Date all of Seller's right, title and interest in and to all of
the assets and rights (the "Purchased Assets") of every type and description,
used in or relating to the Business, whether tangible or intangible, real,
personal or mixed, wherever located and whether or not reflected on the books
and records of Seller, including, without limitation, the following assets
and rights:

          2.1.      Equipment.   The furniture, fixtures, equipment, motor
vehicles, machines, tools, inventory, supplies, leasehold improvements, trade
fixtures, and other tangible assets which are owned by Seller and used
primarily or exclusively in the operation of the Business as of the Closing
Date (collectively, "Equipment"), including, without limitation, the
Equipment set forth on the Schedule of Equipment attached hereto as Schedule
2.1.   Without limiting the generality of the foregoing, the Equipment shall
include the following:   (i) the office furniture, computers, printers,
copiers, fax machines, and other equipment used in the operation of the
Business; (ii) the equipment, computers, hand-held computers, mobile phones,
and tools normally carried on the service trucks; (iii) the entire fleet of
vehicles (service trucks, vans and other vehicles), including, without
limitation, the vehicles set forth on the schedule of vehicles included in
the Schedule of Equipment, other than the vehicle described in clause (iii)
of Section 3 hereof; (iv) the technicians' and other truck-based service
equipment; (v) the printers rented or borrowed, or intended to be rented or
borrowed, by customers of the Business.  

          2.2.      Inventory.   All inventory of the Business as of the
Closing Date, wherever located, including finished goods, spare parts and
supplies customarily included in the service trucks ("Inventory"), including
without limitation, the Inventory set forth on the Schedule of Inventory
attached hereto as Schedule 2.2.

          2.3.      Customers and Goodwill.   All rights to solicit and service
Seller's customers and potential customers of the Business as of the Closing
Date, together with all goodwill related thereto, and all lists, records,
files, marketing materials, and billing histories associated therewith.  

          2.4.      Telephone and Facsimile Numbers.   All of Seller's
assignable rights to the telephone number(s) and the facsimile number(s) of
the Business as of the Closing Date.

          2.5.      Intellectual Property.   All Intellectual Property used
primarily or exclusively in Seller's operation of the Business as of the
Closing Date, including, without limitation, the Intellectual Property set
forth in the Schedule of Intellectual Property attached hereto as Schedule
2.5.   Part A of the Schedule of Intellectual Property sets forth the
Intellectual Property owned by Seller and Selling Shareholders and Part B of
the Schedule of Intellectual Property sets forth the Intellectual Property
licensed from third parties.

     As used in this Agreement, "Intellectual Property" shall mean any and
all intellectual property rights recognized in any country or jurisdiction in
the world including, without limitation, trade names, trademarks (including
common-law trademarks), service marks, domain names and internet content
(including websites), art work, packaging, logos, all domestic and foreign
copyrights, the respective registrations and applications for any of the
foregoing, all domestic and foreign patents, their applications and
registrations, all technology, know-how, trade secrets, formulas, drawings,
designs, systems, source code, object code, design documents, test documents,
technical manuals, customer lists, product information, development work-in-
progress.   Intellectual Property includes all goodwill associated with all of
the foregoing.

          2.6.      Leasehold Interests.   All of Seller's leasehold interests
(i) in personal property leased by or to Seller, including, without
limitation, all leases or rental agreements covering any Equipment; and (ii)
as lessee of the Premises under the Leases and any other Leased Real
Property, including any leasehold improvements located thereon.  

          2.7.      Accounts Receivable.   All accounts receivable, notes
receivable, negotiable instruments, and chattel paper (collectively, the
"Accounts Receivable") of the Business as of the Closing Date, except as
excluded in Section 3 hereof.

          2.8.      Permits.   All Permits to the extent assignable or
transferable.

          2.9.      Contract Rights, and Other Intangible Assets.   All of
Seller's right, title, and interest in, to, and under the Contracts,
including, without limitation, contracts with all customers, suppliers and
vendors of the Business as of the Closing Date and all warranties,
guarantees, and service contracts relating to any Equipment as of the Closing
Date.

          2.10.      Books and Records.   All books and records (including all
discs, tapes, and other media-storage data and information) of the Business
as of the Closing Date, other than the organizational records of Seller
described in clause (ii) of Section 3 hereof.  

          2.11.      Other Records, Manuals and Documents.   All mailing lists,
customer lists, billing histories, supplier lists, vendor data, marketing
information and procedures, sales and customer files, advertising and
promotional materials, current product material, equipment maintenance
records, warranty information, records of plant operations and the source and
disposition of materials used and produced in such plants, standard forms of
documents, manuals of operations or business procedures and other similar
procedures, and all other information of the Business as of the Closing Date.  

          2.12.      Insurance Proceeds.   All insurance proceeds paid or
payable to Seller in respect of any damage to or destruction or loss of any
assets or rights of Seller reflected on any of the Schedules referred to in
this Section 2, including any assets of Seller that, as far as could
reasonably be foreseen, would have been included in the Purchased Assets but
for such damage, destruction or loss.  

     3.      Excluded Assets.   Excluded from the definition of Purchased
Assets and the purchase and sale hereunder, and specifically retained as the
property of Seller after the Closing Date, are the following (the "Excluded
Assets"):   (i) all cash and cash equivalents on hand as of the Closing Date;
(ii) books and records of Seller that do not relate to the operations of the
Business, including the articles of incorporation, bylaws, and other records
having exclusively to deal with the organization and capitalization of
Seller; (iii) the promissory note receivable by Seller from the loan to Steve
Moore in the principal amount of $30,000; (iv) the receivables from the
bankruptcy settlement of Friedman's Jewelers in the approximate amount of
$28,000 and (v) the 2007 Cadillac Escalade ESV.  

      4.      Assumption of Liabilities.  

          4.1.      Assumed Liabilities.   At the Closing and upon the terms
and conditions contained in this Agreement and the Assumption Agreement,
Buyer shall assume and agree to discharge and perform the following (and only
the following) liabilities of Seller (the "Assumed Liabilities"):

               (a)      Trade Payables.   All current trade accounts payable of
Seller relating exclusively to the Business outstanding as of the Closing
Date, but only to the extent such payables (i) were incurred in the ordinary
course of business consistent with past practice; and (ii) do not result from
any failure to pay when and as due or any other breach of the terms and
conditions of any agreement (written or oral) by and between Seller and the
vendor or supplier to which such payable is due, including, without
limitation, any penalties, late charges or interest accrued on or before the
Closing Date.

               (b)      Leases.   Liabilities of Seller accruing from and after
the Closing Date under the Leases, but only to the extent such liabilities do
not result (i) from any failure to pay when and as due or any other breach of
the terms and conditions of such Leases, including, without limitation, any
repair or maintenance (deferred or otherwise) obligations, Taxes, insurance,
utilities, common area maintenance charges, penalties, late charges or
interest accrued on or before the Closing Date; or (ii) from any payment or
other consideration, including, without limitation, any attorneys fees or
costs, required to be paid to the landlord, if any, in connection with the
assignment of the Leases to Buyer as required by this Agreement.
As used in this Agreement, "Leases" shall mean (i) that certain lease of the
Los Angeles Premises, dated as of December 4, 2007, by and between Seller and
Northpark Industrial; and (ii) that certain lease of the Bay Area Premises,
dated as of February 1, 2007, by and between Seller and Sunrise Investors.  

               (c)      Customer Contracts.   Liabilities of Seller under any
written Contract with a customer of the Business by which Seller is bound on
the Closing Date, which (i) was made in the ordinary course of business
consistent with past practice, (ii) was disclosed in the Schedule of
Contracts attached hereto as Schedule 9.20, and (iii) is assigned to Buyer
pursuant to this Agreement, in each case to the extent such liabilities
relate to performance on or after the Closing Date and do not result from any
breach of contract, breach of warranty, tort, claim or lawsuit arising on or
before the Closing Date.

               (d)      Commissions Payable.   Liabilities of Seller to pay
accrued sales commissions, not to exceed $40,000, payable to certain sales
personnel of the Business, but only to the extent such commissions (i) were
earned in the ordinary course of business consistent with past practice; and
(ii) are not subject to any offset, withholding, or deduction.  

               (e)      Certain Sales Tax.   Any sales tax liabilities arising
from and after the Closing Date from the collection by Buyer of the Accounts
Receivable included in the Purchased Assets.  

          4.2.      Excluded Liabilities.   Other than the Assumed Liabilities,
Buyer shall have no responsibility whatsoever with respect to any
liabilities, contracts, commitments, and other obligations of Seller or the
Business of any nature or kind, liquidated or contingent, whether or not
incurred in the ordinary course of business, including, without limitation,
which shall remain obligations and liabilities of Seller (the "Excluded
Liabilities"):   (i) accrued expenses as of the Closing Date, including,
without limitation, salaries, vacation accrual, severance liabilities, bonus
and commission accrual and deductions payable (other than the commissions
described in Section 4.1(d) hereof), and other employee-related liabilities;
(ii) notes payable (iii) liabilities for Taxes either accruing or relating to
the periods before the Closing Date; (iv) claims, liabilities, or other
obligations that relate to injuries, actions, omissions, conditions or events
that occurred or existed on or prior to the Closing Date, including, without
limitation, any such claims or events that are listed in Schedule 9.25, and
any liabilities for any claim, judgment, penalty, settlement agreement or
other obligation to pay in respect of any such claims or events; (v)
liabilities for Environmental Matters; or (vi) liabilities relating to any of
the provisos or exceptions described in Sections 4.1(a), 4.1(b), 4.1(c) or
4.1(d) hereof.  

     As used in this Agreement, "Tax" shall mean all taxes, charges, fees,
levies or other assessments, including, without limitation, income, excise,
gross receipts, personal property, real property, sales, use, ad valorem,
transfer, franchise, profits, license, withholding, payroll, employment,
severance, stamp, occupation, windfall profits, social security and
unemployment or other taxes imposed by the United States or any agency or
instrumentality thereof, any state, county, local or foreign government, or
any agency or instrumentality thereof, and any interest or fines, and any and
all penalties or additions relating to such taxes, charges, fees, levies or
other assessments.

     5.      Taxes and Expenses; Apportionment.  

          5.1.      Transfer Taxes.   Buyer and Seller shall each be
responsible for the payment of one-half (1/2) of all transfer, sales and use,
and documentary Taxes, filing and recordation fees, if any, and similar
charges relating to the sale or transfer of the Purchased Assets hereunder.  

          5.2.      Transaction Expenses.   Each party shall be responsible for
its own costs and expenses incurred in connection with the preparation,
negotiation and delivery of this Agreement and any documents or instruments
related hereto, including, without limitation, attorneys' and accountants'
fees and expenses.  

          5.3.      Apportionments.   Any and all Taxes (other than as
described in Section 5.1 hereof), assessments, lease rentals (including,
without limitation, any utilities, additional rent, insurance, Taxes and
common area maintenance charges), fuel, and other charges applicable to the
Purchased Assets shall be pro-rated to the Closing Date, and such Taxes and
other charges shall be allocated between the parties by adjustment at the
Closing, or as soon thereafter as the parties may agree.   All such Taxes
shall be allocated on the basis of the fiscal year or other applicable time
frame of the tax jurisdiction in question.  

     6.      Instruments of Sale and Transfer.   On or prior to the Closing
Date, Seller shall deliver to Buyer and Buyer shall deliver to Seller, as the
case may be, such instruments of sale and assignment as shall, in the
reasonable judgment of Buyer and Seller, be effective to vest in Buyer on the
Closing Date all of Seller's right, title and interest in and to the
Purchased Assets and to evidence the assumption of the Assumed Liabilities by
Buyer, including, without limitation, a Bill of Sale, substantially in the
form attached hereto as Exhibit A (the "Bill of Sale"), and an Assignment and
Assumption Agreement, substantially in the form attached hereto as Exhibit B
(the "Assumption Agreement").   Seller shall take all reasonable additional
steps as may be necessary to put Buyer in possession and operating control of
the Purchased Assets at the Closing, and Buyer shall take all reasonable
additional steps as may be necessary for it to assume the Assumed Liabilities
at the Closing.

     7.      Purchase Price.

          7.1.      Purchase Price.   Subject to adjustment as provided below,
the aggregate purchase price (the "Purchase Price") to be paid by Buyer to
Seller for the Purchased Assets, including the sole consideration for the
Noncompetition Agreement, shall be Six Million Five Hundred Thousand Dollars
($6,500,000).  

          7.2.      Payment of the Purchase Price.   The Purchase Price shall
be paid by Buyer to Seller as follows:

               (a)      Cash Portion.   At the Closing, Buyer shall deliver to
Seller, by wire transfer in accordance with instructions provided by Seller,
the amount of One Million Five Hundred Thousand Dollars ($1,500,000) (the
"Cash Portion").  

               (b)      Promissory Notes.   At the Closing, Buyer shall execute
and deliver to Seller the following promissory notes (collectively, the
"Notes"):

                    (1)      First Short-term Note.   A Secured Contingent
Promissory Note, substantially in the form attached hereto as Exhibit C-1
(the "First Short-term Note") made payable to Seller in the principal amount
of Five Hundred Seventy-five Thousand Dollars ($575,000), bearing interest at
the rate of five percent (5%) per annum, which shall be due and payable in
full one hundred twenty (120) days after the Closing Date.  

                    (2)      Second Short-term Note.   A Secured Contingent
Promissory Note, substantially in the form attached hereto as Exhibit C-2
(the "Second Short-term Note" and together with the First Short-term Note,
the "Short-term Notes") made payable to Seller in the principal amount of
Five Hundred Seventy-five Thousand Dollars ($575,000), bearing interest at
the rate of five percent (5%) per annum, which shall be due and payable in
full on the earlier of (i) forty-five (45) days following the end of the
second full calendar quarter (i.e., January through March, April through
June, July through September, or October through December, as applicable)
following the Closing Date in which EBITDA for such period meets or exceeds
an amount equal to 25% of the Target Amount; (ii) if not paid at the end of
the second such quarter, then forty-five (45) days following the end of the
first full three consecutive calendar months thereafter in which EBITDA for
such period meets or exceeds an amount equal to 25% of the Target Amount; or
(iii) if not paid before, on the one (1) year anniversary of the Closing
Date.  

                    (3)      Long-term Note.   A Secured Convertible Contingent
Promissory Note, substantially in the form attached hereto as Exhibit C-3
(the "Long-term Note") made payable to Seller in the principal amount of One
Million Eight Hundred Fifty Thousand Dollars ($1,850,000), bearing interest
at the rate of five percent (5%) per annum.   No payment shall be due during
the first twelve (12) months following the Closing Date, but interest shall
accrue during such period and the accrued interest and principal shall then
be due and payable in forty-eight (48) equal monthly installments, commencing
on the thirteenth (13) month following the Closing Date.   In addition, at the
option of the holder of the Long-term Note, the outstanding principal and
unpaid accrued interest of the Long-term Note may be converted into that
number of shares (the "Converted Stock") of common stock of ATS that is equal
to the quotient obtained by dividing the outstanding principal and unpaid
accrued interest of the Long-term Note, by (i) $0.50 per share if the
conversion occurs on or before the thirteenth (13) month following the
Closing Date, or (ii) $1.00 per share if the conversion occurs after the date
that is thirteenth (13) months following the Closing Date.   The holder of a
Note may only exercise such right of conversion with respect to a principal
amount of at least $200,000 per conversion.   The amount of the monthly
installment payments shall be recalculated following any such conversion.  
Notwithstanding anything contained herein to the contrary, in the event such
conversion occurs during the first fourteen (14) months immediately following
the Closing Date, the Converted Stock to be issued shall be held in escrow
pursuant to the Escrow Agreement pending the final determination of the
contingent adjustment, if any, contemplated by Section 7.3(b) hereof.  

                    (4)      Additional Note.   A Secured Non-Contingent
Promissory Note, substantially in the form attached hereto as Exhibit C-4
(the "Additional Note") made payable to Seller in the principal amount of
Five Hundred Thousand Dollars ($500,000), bearing interest at the rate of ten
percent (10%) per annum, which shall be due and payable in full on November
30, 2008.  

                    (5)      Additional Terms and Conditions.   The following
terms and conditions shall be included in the Notes, as more fully described
therein.

                         (i)      Security.   The Notes shall be secured by the
Purchased Assets other than the Inventory and Accounts Receivable (the
"Secured Assets"), as more fully described in the Security Agreement.

                         (ii)      Offsets.   Buyer expressly reserves against
Seller the right of offset against sums payable under the Notes (excluding
the Additional Note) an amount equal to (i) any downward adjustment
contemplated by Section 7.3; and (ii) any Damages for which Buyer or ATS is
entitled to be indemnified pursuant to this Agreement.   In addition, the
Stock Portion is also subject to offset as more fully described in Section
7.2(e) hereof.   Buyer shall exercise its right of offset in the following
priority:   (i) with respect to any downward adjustment contemplated by
Section 7.3, first against the Long-term Note, and then against the Short-
term Notes; and (ii) with respect to any Damages for which Buyer or ATS is
entitled to be indemnified pursuant to this Agreement, first against the
Long-term Note, then against the Stock Portion, and then against the Short-
term Notes; provided, however, that if the Damages relate to EDD-related
liabilities (as described in Section 11.9(b)), the offset shall be made to
the Short-term Notes before the Long-term Note.

                         (iii)      Assignment.   The Notes shall not be
transferred or assigned, by operation of law or otherwise, without the prior
written consent of Buyer, which consent shall not be unreasonably withheld if
the transferee or assignee thereof is an Affiliate of Seller who agrees in
writing to be bound by the terms and conditions in such Note.  

                         (iv)      Acceleration following Event of Default.  
Upon the occurrence and continuance of an Event of Default (as defined in the
Security Agreement), the holder of the Notes shall have the option,
exercisable by delivery of written notice to Buyer, to declare the unpaid
principal amount of the Note, all interest accrued and unpaid thereon to be
immediately due and payable.  

                         (v)      Nonrecourse.   Notwithstanding any other
provision of this Agreement to the contrary, each of the Notes are
nonrecourse as to Buyer and ATS.   In the event Seller and/or Selling
Shareholders are entitled to proceed against Buyer and/or ATS, Seller and/or
Selling Shareholders' sole recourse shall be to enforce their rights under
the Security Agreement.   Seller and/or Selling Shareholders shall have no
other recourse against Buyer and/or ATS or any assets of Buyer and/or ATS.  
This provision is not intended to constitute a discharge or release of any
obligation contained in the Notes, but is a covenant by Seller and Selling
Shareholders not to sue Buyer and/or ATS for a deficiency.

                (c)      Security Agreement.   At the Closing, Buyer and Seller
shall execute and deliver a Security Agreement, substantially in the form
attached hereto as Exhibit D (the "Security Agreement"), and if requested by
Seller, a UCC-1 financing statement in the form prepared by Seller and
presented to Buyer, or such other instrument as may be reasonably requested
by Seller for the purpose of perfecting Seller's security interest in the
Secured Assets.   The Security Agreement shall also secure the Buyer's
Supplier Credit Obligations (as defined in Section 11.22) and certain other
agreements more fully described therein.  

                (d)      Warrant.   At the Closing, ATS shall execute and
deliver to Seller a Warrant to Purchase Shares of Common Stock, substantially
in the form attached hereto as Exhibit E (the "Warrant"), pursuant to which
Seller shall have the right to purchase 200,000 shares of common stock of ATS
(the "Warrant Stock") at the exercise price of $0.30 per share.   The Warrant
is attached to the Long-term Note and shall not be transferred or assigned,
by operation of law or otherwise, unless the Long-term Note is transferred or
assigned, in which case the Warrant shall automatically transfer and be
assigned to the transferee or assignee of the Long-term Note.

                (e)      Closing Stock.   At the Closing, ATS shall issue to
Seller that number of shares of common stock of ATS (the "Closing Stock")
that is equal to the quotient obtained by dividing (i) One Million Five
Hundred Thousand Dollars ($1,500,000) (the "Stock Portion") by (ii) the
average of the closing bid and asked prices of the common stock of ATS quoted
in the over-the-counter market in which the common stock of ATS is traded for
the five (5) trading days immediately prior to the Closing Date (the
"Conversion Price"); provided, however, that the Conversion Price shall not
be less than $0.25 per share, nor more than $0.35 per share.   The Closing
Stock shall be held in escrow pursuant to the Escrow Agreement until the date
that is twenty-four (24) months after the Closing Date, at which time it will
be delivered to Seller.   The Stock Portion shall be subject to offset in an
amount equal to any Damages for which Buyer or ATS is entitled to be
indemnified pursuant to this Agreement, but only if and to the extent that
the principal balance of the Long-term Note has been reduced to zero.   The
Stock Portion shall not be subject to offset for any downward adjustment
contemplated by Section 7.3 hereof.  

                 (f)      Escrow Agreement.   At the Closing, Buyer, Seller and
Escrow Agent shall execute and deliver an Escrow Agreement, substantially in
the form attached hereto as Exhibit F (the "Escrow Agreement"), pursuant to
which the Converted Stock and the Closing Stock shall be held in escrow as
described in this Agreement.   As used herein, "Escrow Agent" shall mean Wells
Fargo Bank, National Association, located at 333 Market Street, 18th Floor,
San Francisco, California.  

          7.3.      Purchase Price Adjustments.   The Purchase Price is subject
to the following adjustments:

                (a)      Net Working Capital Adjustment.  

                     (1)      Net Working Capital Adjustment.   The Purchase
Price shall be adjusted as follows:   (i) in the event that the Net Working
Capital as of the Closing Date exceeds the Net Working Capital Target, then
the Purchase Price shall be adjusted upward by an amount equal to such
excess, in which case Buyer shall promptly, but in any event within five (5)
business days following the determination in accordance with Section
7.3(a)(2) hereof, pay Seller such excess amount; or (ii) in the event that
the Net Working Capital as of the Closing Date is less than the Net Working
Capital Target, then the Purchase Price shall be adjusted downward in an
amount equal to such deficiency, in which case Buyer shall offset such
deficiency amount against the Notes (excluding the Additional Note) or the
Stock Portion (in the event that such amount exceeds the principal balance of
the Notes (excluding the Additional Note)).

                     (2)      Determination of Net Working Capital.   No later
than thirty (30) days following the Closing Date, Buyer shall deliver to
Seller a statement (the "Closing Balance Sheet") setting forth its
computation of the Net Working Capital.   The Closing Balance Sheet shall be
prepared in accordance with generally accepted accounting principles
consistently applied, and shall only reflect the Purchased Assets and Assumed
Liabilities constituting Net Working Capital.   The Closing Balance Sheet
shall become final and binding upon the parties fifteen (15) days following
Seller's receipt thereof unless Seller gives written notice of its
disagreement ("Dispute Notice") to Buyer prior to such date.   Seller shall
have such fifteen (15)-day period to bring a dispute, but only on the basis
that the amounts reflected on the Closing Balance Sheet were not presented in
accordance with generally accepted accounting principles or were inaccurate
or incomplete.   Within thirty (30) days after delivery of such Dispute
Notice, the parties hereto shall attempt to resolve such dispute and agree in
writing upon the final content of the disputed Closing Balance Sheet.   If
Buyer and Seller are unable to resolve any dispute within the thirty (30)-day
period after Seller's receipt of a Dispute Notice, Seller and Buyer shall
jointly engage as arbitrator an accounting firm acceptable to and jointly
engaged by both Buyer and Seller, provided such accounting firm has not
performed accounting, tax or auditing services for Buyer or Seller or any of
their respective Affiliates during the past three (3) years (the "Arbitrating
Accountant").   The Arbitrating Accountant shall promptly, and in any event
within forty-five (45) days after the date of its appointment, determine,
based solely on presentations by Buyer and Seller, and not by independent
review, only those issues in dispute and shall render a written report as to
the dispute and the resulting computation of the Closing Balance Sheet and
the Net Working Capital, which shall be conclusive and binding upon the
parties and not subject to appeal or judicial review.   In resolving any
disputed item, the Arbitrating Accountant may not assign a value to any item
greater than the greatest value for such item claimed by either party or less
than the smallest value for such item claimed by either party.   Upon the
resolution of all such disputes, the Closing Balance Sheet shall be revised
to reflect such resolution.   The Arbitrating Accountant shall determine the
proportion of its fees and expenses to be paid by each of Seller and Buyer,
based primarily on the degree to which the Arbitrating Accountant has
accepted the positions of the respective parties.  

                     (3)      Definitions.   As used in this Agreement, the
following terms shall have the following meanings:

                          (i)      "Net Working Capital" shall mean (i) the
Purchased Assets which are treated under generally accepted accounting
principles as current assets (exclusive of the Excluded Assets); minus (ii)
the Assumed Liabilities which are treated under generally accepted accounting
principles as current liabilities, determined in the manner set forth in
Section 7.3(a)(2) hereof.  

                          (ii)      "Net Working Capital Target" shall mean
Three Hundred Eighty Thousand Dollars ($380,000).  

                (b)      Contingent Adjustment.  

                     (1)      Contingent Adjustment.   In the event that the
aggregate EBITDA for the Contingent Period is less than the Trigger Amount,
the principal amount of the Long-term Note (or the Stock Portion, in the case
of a downward adjustment that exceeds the principal balance of the Long-term
Note) shall be adjusted downward by three dollars ($3.00) for each dollar of
such deficiency.  

                     (2)      Definitions.   As used in this Agreement, the
following terms shall have the following meanings:

                           (i)      "EBITDA" shall mean, for any period, the
aggregate net income of Buyer (determined in accordance with generally
accepted accounting principles) for such period plus, to the extent deducted
in computing such net income, without duplication, the sum of (i) interest
expense, (ii) income tax expense or, if imposed by any relevant jurisdiction
in lieu of an income tax, franchise and/or gross receipts tax expense, (iii)
depreciation and amortization expense, (iv) amortization of intangibles
(including, but not limited to, goodwill), and (v) other non-cash items
decreasing net income; and minus, to the extent added in computing such net
income, without duplication, the sum of (A) interest income, (B)
extraordinary nonrecurring gains and (C) other non-cash items increasing net
income; as adjusted for mutually agreed upon addbacks and deducts.  

                          (ii)      "Contingent Period" shall mean the first
twelve (12) full months immediately following the Closing Date.

                           (iii)      "Target Amount" shall equal One Million
Dollars ($1,000,000), which amount has been mutually agreed upon and shall
not be changed, altered or otherwise affected notwithstanding any breach of
the representations and warranties contained in Section 9.12 hereof.  

                          (iv)      "Trigger Amount" shall mean Nine Hundred
Fifty Thousand Dollars ($950,000), which amount is 95% of the Target Amount.  

                     (3)      Computation of EBITDA.   The calculation of
EBITDA shall be computed in a manner which treats Buyer as a separate profit
and cost center, distinct from ATS and other Affiliates of ATS.   The EBITDA
shall be computed without regard to any ATS general and administrative
overhead allocation; provided, however, any direct expenses or costs paid by
ATS on behalf of Buyer will be included in the calculation of EBITDA.   For
purposes of this Section 7.3(b), Buyer shall be credited with all sales to
any customers assigned by Seller to Buyer, without regard to whether ATS or
an Affiliate of ATS made or billed the sale.

                     (4)      Examples.   The following examples are designed
to be illustrative of this Section 7.3(b), and shall not be interpreted as a
limitation:

                           (i)      If EBITDA for the Contingent Period is
$975,000 then there will not be any adjustment ($975,000 is not less than the
Trigger Amount).

                          (ii)      If EBITDA for the Contingent Period is
$925,000, then there will be a downward adjustment of $75,000 ($3.00 for each
dollar of the difference between $925,000 and the Trigger Amount).

                     (5)      EBITDA Adjustment Event.   Notwithstanding any
other provision of this Section 7.3(b) to the contrary, in the event that ATS
or any of its Affiliates acquires another printer business that ATS, Buyer
and Selling Shareholders agree to consolidate with the Business (an "EBITDA
Adjustment Event"), ATS, Buyer and Selling Shareholders shall mutually agree
in writing in advance on an adjustment to the Target Amount and in the
calculation of EBITDA to be used from and after the date of such EBITDA
Adjustment Event in order to reflect the additional revenue resulting from
such EBITDA Adjustment Event.  

          7.4.      Allocation of Purchase Price.   The Purchase Price shall be
allocated in a manner intended to comply with the allocation method required
by section 1060 of the Internal Revenue Code of 1986, as amended (the
"Code").   The parties shall cooperate to comply with all substantive and
procedural requirements of section 1060 of the Code and any regulations
thereunder, and the allocation shall be adjusted if, and to the extent
necessary, to comply with the requirements of section 1060 of the Code.  
Neither Buyer nor Seller shall take, or permit any affiliated person to take,
for federal, state, or local income tax purposes, any position inconsistent
with the allocation set forth below, or if applicable, such adjusted
allocation.   Seller and Buyer shall attach to their tax returns for the tax
year in which the Closing shall occur an information statement on Form 8594,
which shall be completed in accordance with the allocations set forth on the
Purchase Price Allocation attached hereto as Schedule 7.4.   Notwithstanding
any other provision of this Agreement to the contrary, in no event shall any
portion of the Purchase Price be allocated or be deemed to be allocated as
consideration to Seller for the assignment of the Leases.

      8.      Closing.   Subject to satisfaction or waiver of the conditions to
closing set forth herein, the closing of the transactions contemplated by
this Agreement (the "Closing") shall take place as soon as possible but in
any event not later than at 5:00 p.m. (Pacific Time) on October 31, 2008 (the
"Closing Date") at the offices of Spaulding McCullough & Tansil LLP, located
at 90 South E Street, Suite 200, Santa Rosa, California, or at such other
time, date and place as may be mutually agreed upon.  

     9.      Representations and Warranties of Seller and Selling
Shareholders.   Seller and Selling Shareholders hereby, jointly and severally,
represent and warrant to Buyer and ATS that:

          9.1.      Organization.   Seller is a corporation duly organized,
validly existing, and in good standing under the laws of the State of
California and has all requisite power and authority to carry on the Business
as presently conducted.   Seller is duly qualified or licensed to do business
and is in good standing in each jurisdiction in which the nature of its
business or its properties makes such qualification or licensing necessary,
other than in such jurisdictions where the failure to be so qualified or
licensed would not have a material adverse effect on Seller.  

          9.2.      Capitalization.   Selling Shareholders are the sole owners
of all of the issued and outstanding stock of Seller.

          9.3.      Authority; Enforceability.   Seller has full power and
authority to execute and deliver this Agreement and the Transaction Documents
to which it is a party, and to perform its obligations hereunder and
thereunder.   Selling Shareholders have all requisite capacity, power and
authority to execute and deliver this Agreement and each of the Transaction
Documents to which they are a party and to perform their obligations
hereunder and thereunder.   This Agreement and the Transaction Documents to
which they are a party constitute the valid and legally binding obligations
of Seller or Selling Shareholders, as the case may be, enforceable in
accordance with their respective terms and conditions, except as may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium
and other laws affecting enforcement of creditors' rights generally, and (ii)
laws relating to the availability of specific performance, injunctive relief
or other equitable remedies.  

     As used in this Agreement, "Transaction Documents" shall mean the Bill
of Sale, the Assumption Agreement, the Notes, the Warrant, the Escrow
Agreement, the Security Agreement, the Employment Agreements, the
Noncompetition Agreements, the Sublease Agreements, the License Agreement,
and the Consulting Agreement.  

          9.4.      No Conflict.   The execution, delivery and performance of
this Agreement and the Transaction Documents to which they are a party by
Seller, or Selling Shareholders, as the case may be, and the consummation of
the transactions contemplated hereby and thereby will not (i) violate,
conflict with, result in any breach of, or constitute a default (or an event
that, with notice or lapse of time or both, would constitute a default) under
Seller's articles of incorporation or bylaws (or equivalent documents); (ii)
violate, conflict with, result in any breach of, or constitute a default (or
an event that, with notice or lapse of time or both, would constitute a
default) under any Contract or Judgment to which Seller or Selling
Shareholders, as the case may be, are a party or by which they are bound, or
which relates to the Purchased Assets or the Business; (iii) result in the
creation of any Encumbrance on any of the Purchased Assets; (iv) violate any
statute, ordinance, regulation, order, judgment or decree of any court or
governmental agency or board; or (v) violate or result in the suspension,
revocation, modification, invalidity or limitation of any Permits relating to
the Purchased Assets or the Business; or (vi) give any party with rights
under any Contract, Judgment or other restriction to which Seller is a party
or by which it is bound or which relates to the Purchased Assets or the
Business, the right to terminate, modify or accelerate any rights,
obligations or performance under such Contract, Judgment or restriction.

     As used in this Agreement, "Judgment" shall mean any judgment, order,
award, writ, injunction or decree of any governmental authority or
arbitrator.

     As used in this Agreement, "Encumbrances" shall mean any security
interest, mortgage, lien, charge, option, easement, license, adverse claim or
restriction of any kind, including, without limitation, any restriction on
the use, transfer, voting, receipt of income or other exercise of any
attributes of ownership, but shall not include Encumbrances securing Assumed
Liabilities, ATS and Buyer to Seller and Selling Shareholders, or statutory
liens for taxes not yet due or securing Seller's obligations under
unemployment or workers' compensation laws.

          9.5.      No Consents.   Except as set forth in the Schedule of
Required Consents attached hereto as Schedule 9.5, no consents, approvals or
authorizations of, or declaration, filing or registration with, any
governmental authority or any other person or entity are required for the
execution, delivery and performance by Seller or Selling Shareholders, as the
case may be, of this Agreement and the Transaction Documents to which they
are a party, and the consummation of the transactions contemplated hereby and
thereby.

          9.6.      Leased Real Property.   Seller owns no real property.   The
Schedule of Leased Real Property attached hereto as Schedule 9.6 contains a
complete and accurate list of all real property leased by Seller and used in
the Business, including, without limitation, the Premises (the "Leased Real
Property"), all of which are leased to Seller pursuant to written leases,
true and correct copies of which, including any amendments thereto, have been
provided to Buyer and are included in the Schedule of Contracts.   Seller is
not in default under any lease or agreement relating to the Leased Real
Property nor is any other party thereto in default thereunder.   All options
in favor of Seller to purchase any Leased Real Property, if any, are in full
force and effect.   No material capital expenditures for the maintenance
and/or repair of the Leased Real Property are required in order to operate
the Business in the ordinary course of business consistent with past
practice.  

          9.7.      Title to Purchased Assets.   Seller is the sole owner of
all the Purchased Assets and has good and marketable title to the Purchased
Assets.   Upon consummation of the transactions contemplated by this
Agreement, Buyer will acquire good and marketable title to the Purchased
Assets, free and clear of any and all Encumbrances.  

          9.8.      Sufficiency of Purchased Assets.   The Purchased Assets are
adequate to conduct the Business as it is presently conducted and as it has
been conducted during the periods reflected in the Financial Statements, and
the Purchased Assets conveyed to Buyer on the Closing Date will be adequate
to enable Buyer to continue to conduct the Business as it is presently
conducted and as it has been conducted during the periods reflected in the
Financial Statements assuming the Accounts Receivable are collected at a
realization rate that is consistent with past practice.  

          9.9.      Condition of Purchased Assets.   Except as set forth on the
Schedule of Conditions attached hereto as Schedule 9.9, the machinery,
equipment, furniture and other physical assets included in the Purchased
Assets do not have any structural defects, are in good operating condition
and repair (ordinary wear and tear excepted), and are adequate for the
conduct of the Business as it is presently conducted.

          9.10.      Inventory.   All Inventory consists of items of a quantity
and quality historically useable and/or saleable in the normal course of
business, except for items of obsolete and slow-moving material and materials
which are below standard quality, all of which have been written down to
estimated net realizable value in accordance with generally accepted
accounting principles.   With the exception of items which are obsolete or of
below standard quality which have been written down to their estimated net
realized value, the Inventory is free from defects in materials and/or
workmanship.   The Inventory is not excessive in kind or amount, or slow
moving, in light of the Business done or expected to be done.   Since the
Balance Sheet Date there has not been a material change in the level of
Inventory.   All Inventory is located at the Leased Real Property, other than
certain Inventory specifically identified on the Schedule of Inventory that
is located at locations specifically identified on the Schedule of Inventory.  

     Any items of Inventory rejected by Buyer as not complying with the
representations contained in this Section shall be assigned to Seller and
Seller shall have the right to return such Inventory to the manufacturer or
otherwise dispose of such Inventory in a manner that does not breach any
Noncompetition Agreement; provided, however, any such assignment shall not be
interpreted or otherwise construed in a manner that has the effect of
altering, modifying or changing in any respect the terms and conditions
contained in this Agreement or the relative rights and obligations of the
parties hereto.  

          9.11.      Books and Records.   Seller's books, accounts and records
are, and have been, maintained in Seller's usual, regular and ordinary
manner, and all transactions to which Seller has been a party are properly
reflected therein.

          9.12.      Financial Statements.  

                (a)      Attached hereto as Schedule 9.12 are the following
financial statements of the Business (collectively, the "Financial
Statements"):   (i) an unaudited balance sheet (the "Balance Sheet") dated as
of August 31, 2008 (the "Balance Sheet Date"), (ii) audited balance sheets
dated as of December 31 for each of the years 2007 and 2006, (iii) an
unaudited statement of income for the trailing twelve (12)-month period
ending on the Balance Sheet Date, and (iv) audited statements of income for
each of the years 2007 and 2006.

                (b)      The Financial Statements (i) were prepared from the
books and records kept by Seller for the Business (which books and records
are correct and complete), (ii) are true and correct in all material
respects, (iii) have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis throughout the periods
covered thereby, and (iv) present fairly the financial condition of Seller
and the Business as of such dates and the results of operations of Seller and
the Business for such periods.   The Balance Sheet contained in the Financial
Statements fairly reflects all assets and liabilities of the Business of the
types normally reflected in balance sheets as of the dates thereof, and
except for current liabilities incurred in the ordinary course of business
consistent with past practices (and not materially different in type or
amount), the Business does not have any liabilities or obligation of any
nature, whether accrued, absolute, contingent or otherwise, whether due or to
become due, whether properly reflected as a liability or a charge or reserve
against an asset or equity account, and whether the amount thereof is readily
ascertainable, that are not reflected in the Financial Statements.  

          9.13.      Accounts Receivable.   All Accounts Receivable reflected
in the Balance Sheet or existing at the time of Closing represent amounts due
for services performed or sales actually made in the ordinary course of
business and properly reflect the amounts due.   All Accounts Receivable
existing and remaining unpaid at the time of Closing will be collectible by
Buyer in the ordinary course of business consistent with past practice.

          Buyer shall have the right to assign to Seller any Accounts
Receivable that are at least 90 days outstanding or otherwise do not conform
with the representations contained in this Section.   If Buyer does assign any
such Accounts Receivable in accordance with the preceding sentence, Seller
shall, within ten (10) days of such assignment, pay to Buyer an amount equal
to the full face value of such Accounts Receivable without discount of any
kind, after which Seller shall have the right to collect, using commercially
reasonable practices that are not likely to have a material adverse effect on
the Business, on such Accounts Receivable for its own account; provided,
however, any such assignment shall not be interpreted or otherwise construed
in a manner that has the effect of altering, modifying or changing in any
respect the terms and conditions contained in this Agreement or the relative
rights and obligations of the parties hereto, with the sole exception that
any Accounts Receivable so assigned shall be excluded from the definition of
Excepted Representations for purposes of Section 13.5(a) hereof.

          9.14.      Absence of Certain Changes.   Except as set forth on the
Schedule of Changes attached hereto as Schedule 9.14, since the Balance Sheet
Date, Seller has conducted the Business in the ordinary course of business,
consistent with past practice, and:

                (a)      There have been no material adverse changes in the
financial condition, operations, assets or prospects of the Business.

                (b)      Seller has not (i) entered into any transaction that
is materially adverse to the Business or the Purchased Assets, (ii) made (or
committed to make) capital expenditures in an amount which exceeds $10,000
for any item or $25,000 in the aggregate, (iii) made any change in its
accounting methods or principles (or the application of those methods or
principles), or (iv) incurred any indebtedness for borrowed money in excess
of $10,000.

                (c)      Seller has not sold or transferred any assets
necessary for the operation of the Business (other than assets that have been
replaced with other assets of equal or greater value and the sale of
inventory in the ordinary course of business).

                (d)      Seller has not entered into any employment, bonus or
deferred compensation agreement with any employee of the Business that will
affect the Business or Seller's obligations under this Agreement.

                (e)      Seller has not granted or agreed to grant any
increase in any rates of salaries, compensation or commissions to employees
or independent contractors of the Business, or any specific bonus or increase
in salary or compensation to employees or independent contractors of the
Business, or provided any additional pension, retirement or other employment
benefits for employees or independent contractors of the Business.

                (f)      Seller has not, other than in the ordinary course of
business, consistent with past practice, acted to (i) delay the payment of
any accounts payable or accrued expenses of the Business, or (ii) defer any
expenses of the Business.

                (g)      Seller has maintained usual and customary levels of
inventory and supplies.

          9.15.      Compliance with Laws.   Seller, in the conduct of the
Business and in the ownership of the Purchased Assets, has not violated and
is not in violation of, nor has it made any improper payments or incurred any
liability in respect of, any material provision of federal, state or local
laws, codes, regulations or ordinances, including, without limitation,
relating to environmental protection, health, hazardous or toxic substances,
building use and occupancy, fire or safety hazards, occupational safety,
labor or employee benefit or employment discrimination laws, nor has Seller
or Selling Shareholders, as the case may be, received any notices of
investigation or violation pertaining to any such matters.

          9.16.      Employee Benefit Plans.  

                (a)      Except as set forth on the Schedule of Plans attached
hereto as Schedule 9.16 neither Seller nor any affiliate of Seller as
determined under the section 414(b), (c), (m) or (o) of the Code ("ERISA
Affiliate") maintains, administers or contributes to, or has maintained,
administered or contributed to, nor do the employees of Seller or any ERISA
Affiliate receive or expect to receive as a condition of employment, benefits
pursuant to any: (i) employee pension benefit plan (as defined in Section
3(2) of the Employment Retirement Income Security Act of 1974, as amended
("ERISA")) ("Plan"), including, without limitation, any multiemployer plan as
defined in Section 3(37) of ERISA ("Multiemployer Plan"); (ii) employee
welfare benefit plan (as defined in Section 3(1) of ERISA) ("Welfare Plan");
or (iii) bonus, deferred compensation, stock purchase, stock option,
severance plan, salary continuation, vacation, sick leave, fringe benefit,
incentive, insurance, welfare or similar arrangement ("Employee Benefit
Plan").

                 (b)      All Plans, Welfare Plans and Employee Benefit Plans
and any related trust agreements or annuity contracts comply with and are and
have been operated in accordance with each applicable provision of ERISA, the
Code (including, without limitation, the requirements of section 401(a) of
the Code to the extent any Plan is intended to conform to that section),
other federal statutes, state law (including, without limitation, state
insurance law) and the regulations and rules promulgated pursuant thereto or
in connection therewith.   Neither Seller nor any ERISA Affiliate has any
notice or knowledge of any violation of any of the foregoing by any Plan,
Welfare Plan, or Employee Benefit Plan.   Each Welfare Plan which is a group
health plan (within the meaning of section 5000(b)(1) of the Code) complies
with and has been maintained and operated in accordance with each of the
requirements of section 162(k) of the Code as in effect for years beginning
prior to 1989, section 4980B of the Code for years beginning after December
31, 1988 and Part 6 of Subtitle B of Title I of ERISA.   A favorable
determination as to the qualification under the Code of each of the Plans and
each amendment thereto has been made by the IRS, each trust funding Welfare
Plans or Plans is and has been tax-exempt and each Plan and related trust
agreement remain qualified under the Code.   Future compliance with the
requirements of ERISA and the Code as in effect on the Closing Date and any
collective bargaining agreements to which Seller or any ERISA Affiliate is
subject or bound will not result in any increase in benefits under any Plan
or any Welfare Plan.

                (c)      Neither Seller nor any ERISA Affiliate has incurred
any liability to the Pension Benefit Guaranty Corporation ("PBGC") as a
result of the voluntary or involuntary termination of any Plan which is
subject to Title IV of ERISA.   There is currently no active filing by Seller
or any ERISA Affiliate with the PBGC (and no proceeding has been commenced by
the PBGC) to terminate any Plan which is subject to Title IV of ERISA and
which has been maintained or funded, in whole or in part, by Seller or any
ERISA Affiliate.

                (d)      There are no pending or threatened claims against any
of the Plans, Welfare Plans, or Employee Benefit Plans by any employee or
beneficiary covered under any Plans, Welfare Plans or Employee Benefit Plans
or otherwise involving any Plan, Welfare Plan or Employee Benefit Plan (other
than routine claims for benefits).

                (e)      With respect to each Plan which is a Multiemployer
Plan covering employees of Seller or any ERISA Affiliate:   (i) neither Seller
nor such ERISA Affiliate would incur any withdrawal liability (as defined in
Section 3(37) of ERISA) on a complete withdrawal from each such Plan as of
the Closing Date, under applicable laws and conditions of each such Plan and
the applicable provisions of law without regard to any limitation, reduction
or adjustment of liability under Title IV of ERISA or any plan provision
based on Title IV of ERISA; and (ii) neither Seller nor any ERISA Affiliate
has made or suffered a "complete withdrawal" or a "partial withdrawal", as
such terms are respectively defined in Sections 4203 and 4205 of ERISA.

          9.17.      Employment Matters.   The Schedule of Employees attached
hereto as Schedule 9.17 contains a true and complete list of all employees
who are employed by Seller and provide services to the Business as of the
date of this Agreement, and said list correctly reflects their salaries,
wages, other compensation (other than benefits under the Plans, Welfare Plans
and Employee Benefit Plans), dates of employment and positions.  

                (a)      There is no pending or threatened unfair labor
practice charges or employee grievance charges

                (b)      There is no request for union representation, labor
strike, dispute, slowdown or stoppage actually pending or threatened against
or directly affecting Seller.

                (c)      No grievance or arbitration proceeding arising out of
or under collective bargaining agreements is pending and no claims therefor
exist.

                (d)      The employment of each of Seller's employees is
terminable at will without cost to Seller except for payments required under
the Plans, Welfare Plans and Employee Benefit Plans and payment of accrued
salaries or wages and vacation pay.   Except as required by Section 4980B of
the Code, Seller has no liability to provide medical benefits to former
employees of Seller or their spouses or dependents.  

                (e)      Seller has not taken any actions which were
calculated to dissuade any present employees, representatives or agents of
Seller from becoming associated with Buyer.   No officer or other key employee
of Seller intends to terminate employment with Seller prior to or following
the Closing, other than as contemplated by Section 11.3 hereof.

          9.18.      Environmental Matters.   Except as set forth on the
Schedule of Environmental Matters attached hereto as Schedule 9.18:

                (a)      To the best of Seller's and each Selling
Shareholder's knowledge, Seller is (and at all times preceding the date
hereof has been) in compliance with all Environmental Laws.   There has been
no Release by Seller or any other person of any Hazardous Material at, on,
under, in, to or from any of the facilities used in the Business
("Facilities").   There is no Release of any Hazardous Material at, on, under,
in, or from any other property that has migrated, or is migrating to, on, or
under, or is otherwise threatening any Facility.   No person is currently
alleging through a written Claim or through an unwritten Claim, that Seller
is actually or potentially responsible for the presence or Release of any
Hazardous Material at any location, whether at any Facility or otherwise.  
Seller is not currently subject to any written Claim or any unwritten Claim
by any person alleging any actual or threatened injury or damage to any
person, property, natural resource or the environment arising from or
relating to the actual or alleged exposure to any Hazardous Material or to
the actual or alleged presence or Release of any Hazardous Materials at, on,
under, in, to or from any Facility in connection with any operations or
activities thereat.   Neither the Facilities nor any operations or activities
at the Facilities, nor any other operations or activities of Seller is
subject to any Claim or any Encumbrance relating to any Environmental Law or
Environmental Claims.   There are no underground storage tanks presently
located at any Facility.  

                (b)      There is no administrative order or notice, consent
order or agreement, litigation, summons, settlement or citation with respect
to Hazardous Materials or Releases thereof or any actual or alleged violation
of any Environmental Law in connection with the operation of the Facilities.  
No state, local or foreign government, governmental agency or regulatory
authority is alleging that any condition exists at any Facility which is
violation of or would require remediation under any Environmental Law.

                (c)      To the best of Seller's and each Selling
Shareholder's knowledge, Seller holds and is in compliance with all
Environmental Permits.   All such Environmental Permits are in full force and
effect.   Seller has made timely applications or notifications for the renewal
of all Environmental Permits for which Environmental Laws require that
applications or notices must be filed by it on or before the date hereof to
maintain the Environmental Permits in full force and effect up to and through
the date hereof.

                (d)      To the best of Seller's and each Selling
Shareholder's knowledge, Seller has timely filed all reports, obtained all
required approvals, generated and maintained in all material respects all
required data, documentation and records required by the Environmental Laws
or Environmental Permits, or any regulation, code, plan, order, decree,
judgment, injunction, notice or demand letter issued, entered, promulgated,
or approved thereunder, except where the failure to do so would not result,
individually or in the aggregate, in a Material Adverse Change.

                (e)      As used in this Agreement, the following terms shall
have the following meanings:

                     (1)      "Claim" shall mean any private, judicial or
administrative claim, demand, cause of action, suit, litigation, proceeding,
arbitration, hearing, inquiry, investigation, action, order, consent,
agreement or similar action.  

                     (2)      "Environmen