ASSET PURCHASE AGREEMENT

EXHIBIT 10.17

ASSET PURCHASE AGREEMENT

by and between

SPA CREEK SERVICES, LLC

and

MIDDLETON PEST CONTROL, INC.

dated as of December 16, 2005

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ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (this “ Agreement ”) is made as of December 16, 2005 (the “Effective Date”), by and between Middleton Pest Control, Inc., a Florida corporation (the “ Buyer ”), and Spa Creek Services, LLC, a Delaware limited liability company (the “Company”). The Buyer and the Company are each referred to in this Agreement as a “ Party ” and collectively as the “ Parties .”

RECITALS

     The Company is engaged in the pest control services business which is operated from its branches located in Brooksville, Lakeland, Ocala and Orlando, Florida. The Buyer desires to purchase and the Company desires to sell to the Buyer substantially all of the assets, properties and business of the Company, upon the terms and conditions set forth in this Agreement for the consideration described in Section 2 of this Agreement.

TERMS OF AGREEMENT

     NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Parties agree as follows:

1. Definitions . In addition to the terms defined in the Preamble and other Sections of this Agreement, the capitalized terms set forth below are defined as follows:

     “ Advisors ” means, with respect to any Person, such Person’s managers, directors, officers, employees, accountants, lenders, agents, legal counsel, and financial, regulatory, Tax and other advisors.

     “ Affiliate ” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act.

     “ Change of Control Payments ” means any and all (i) bonuses or similar payments payable by Company as a result of the transactions contemplated hereby, (ii) investment banking and other fees payable by Company as a result of the transactions contemplated hereby and (iii) amounts payable by Company to obtain any consents or approvals required to be listed on Section 3(a) of the Disclosure Schedule, including without limitation, the payments described on Exhibit A , attached hereto.

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

     “ Company’s Knowledge ” means the actual knowledge of any manager, executive officer or director of the Company after a reasonably diligent inquiry and investigation.

     “ Company Transaction Expenses ” means any and all legal, accounting, consulting, investment advisory and other fees, costs and expenses of Company and relating to the transaction contemplated hereby.

     “ Confidential Information ” means any information concerning or relating to a disclosing Party or its Affiliate or a disclosing Party’s or its Affiliate’s financial condition, businesses, personnel, operations, customers and customer data, or prospects in the possession of the receiving Party, its Affiliates or its Advisors or furnished or to be furnished to the receiving Party, its Affiliates or its Advisors including, without limitation, any Trade Secrets which should reasonably be deemed confidential to the disclosing Party; provided that the term “Confidential Information” does not include information which (i) becomes generally available to the public other than as a result of a disclosure of such information by the receiving Party, its Affiliates or its Advisors in violation of this Agreement, (ii) was available to the receiving Party, its Affiliates or its Advisors on a non-confidential basis prior to its disclosure by the disclosing Party or its Advisors, or (iii) was or becomes available to the receiving Party, its Affiliates or its Advisors on a non-confidential basis, from a source other than disclosing Party or its Advisors, provided, that such source is or was (at the time of receipt of the relevant information) not known to the receiving Party, to be bound by a confidentiality agreement with or for the benefit of (or other confidentiality obligation to) the disclosing Party.

     “ Consistently Applied ” means the consistent and historically utilized application of accounting principles and policies, and methods based on reasonably acceptable commercial standards and prudent management determinations and estimates and judgments, utilized in the construct of the Company’s Most Recent Financial Statements.

     “ Customer Prepayments ” means the prepayments for Company services made by customers and for which the Company is obligated to provide services including for annual customers (as defined in Section 3(f)), even if not recognized as a prepaid service on the Company’s balance sheet.

     “ Employee Pension Benefit Plan ” has the meaning set forth in ERISA Section 3 (2).

     “ Employee Welfare Benefit Plan ” has the meaning set forth in ERISA Section 3 (l).

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

     “ ERISA Affiliate ” means any trade or business, whether or not incorporated, that together with the Company would be deemed a “single employer” within the meaning of Section 4001 of ERISA.

     “ GAAP ” means United States generally accepted accounting principles in effect at the time the relevant financial statements were (or are) prepared.

     “ Governmental Authority ” means any foreign, federal, state or local governmental entity or any department, agency, or political subdivision thereof or any court, judicial authority, tribunal or quasi-judicial authority or tribunal including any arbitrator or arbitration proceeding.

     “ Income Tax ” means any foreign, federal, state or local tax imposed on, or measured by, net income.

     “ Income Tax Return ” means any return, declaration, report, claim for refund or information return or statement relating to Income Taxes.

     “ Indebtedness For Borrowed Money ” means, with respect to any Person, (a) indebtedness of such Person for borrowed money, (b) obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (c) obligations of such Person as lessee under leases required to be capitalized pursuant to GAAP, (d) obligations of such Person for amounts drawn under acceptances, letters of credit or similar facilities, (e) any purchase money indebtedness for goods purchased from vendors and other trade payables and (f) guarantees and similar commitments relating to any of the foregoing items.

     “ Intellectual Property ” means, with respect to the Company, all patents, patent applications, patent disclosures and inventions; trademarks, service marks, trade dress, logos, trade names, and Internet domain names; copyrights and copyrightable works; information systems, databases and software; websites and web addresses; licenses, registrations, applications and renewals for any of the foregoing; and Trade Secrets; and all derivations, modifications and enhancements to any of the foregoing.

     “ Lien ” means any mortgage, pledge, lien, encumbrance, charge or other security interest of any kind whatsoever.

     “ Material Adverse Effect ” means either:

          (i) a material adverse effect on (or material adverse change in) the assets, liabilities assumed by the Buyer, business or the financial condition of the Company; or

          (ii) any event, matter or circumstance which could reasonably be expected to result in a material adverse effect on (or material adverse change in) the assets, liabilities assumed by the Buyer, business or financial condition of the Company, other than (for purposes of this clause (ii) only) changes in the following: (A) regional, national or international political or economic conditions or financial markets; (B) any of the industries in which the Company operates; (C) applicable laws or regulations; (D) election results at the federal, state or local levels; (E) Consistently Applied accounting principles; (F) acts of terrorism or war (whether or not declared); or (G) any adverse change in or effect on the business of the Company that is cured to the reasonable satisfaction of the Buyer, before the earlier of (1) the Closing Date and (2) the date on which this Agreement is terminated pursuant to Section 9 hereof.

     “ Most Recent Balance Sheet ” means the balance sheet contained within the Most Recent Financial Statements.

     “ Multiemployer Plan ” has the meaning set forth in ERISA Section 3(37).

     “ Ordinary Course of Business ” means the ordinary course of business consistent with commercially reasonable past practices.

     “ Parent ” means Sunair Electronics, Inc., a Florida corporation and parent of Buyer.

     “ Permitted Liens ” means with respect to any assets of the Company (i) mechanic’s, materialmen’s and similar liens with respect to amounts not past due, (ii) liens for Income Taxes or other Taxes not yet due and payable or for Income Taxes or other Taxes that the taxpayer is contesting in good faith pursuant to proceedings disclosed on the Disclosure Schedule,

(iii) purchase money liens arising by operation of law (including liens on inventory and other assets in favor of vendors of the Company) and (iv) liens securing rental payments under capital lease arrangements disclosed on the Disclosure Schedule or other Liens disclosed on the Disclosure Schedule.

     “ Person ” means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a Governmental Authority (or any department, agency, or political subdivision thereof).

     “ Subsidiary ” means, with respect to any Person, any corporation, association or other entity of which either such Person or any Subsidiary of such Person (alone or together) owns or controls (either directly or indirectly or through another Subsidiary) at least a majority of the issued share capital or other ownership interest, in each case having ordinary voting power to elect directors, managers or trustees of such corporation or other entity (whether or not any capital stock or other ownership interests or any other class or classes of capital stock or other ownership interests shall or might have voting power upon the occurrence of any contingency).

     “ Taxes ” means any and all taxes of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority including Income Taxes.

     “ Tax Return ” means any return (including any information return and Income Tax Return), report, statement, schedule, notice, form, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Government Authority in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Tax law.

     “ Trade Secrets ” means technical or non-technical data, formulae, patterns, compilations, programs, devices, business-related information, methods, know-how, techniques, competitive information, drawings, processes, financial data, personnel data, financial plans, product plans, or customer or supplier lists, in each case which (i) are material to the Company and (ii) are or would be reasonably expected to be not commonly known by or available to the public, or are defined as trade secrets pursuant to applicable law.

2. Basic Transaction .

     (a)  Purchase and Sale . At the Closing, upon the terms and subject to the conditions of this Agreement, the Company shall sell, convey, transfer, assign and deliver to Buyer, free and clear of any and all Liens or other restrictions of any kind, all of its assets, properties and business of every kind and description, whether real, personal or mixed, tangible or intangible, wherever located (except those assets of the Company which are specifically excluded as provided in Section 2 (b) hereof) as shall exist on the Closing Date (collectively, the “Purchased Assets”). Without limiting the generality of the foregoing, the Purchased Assets shall include, but not be limited to, the following:

          (i) Tangible Personal Property . All machinery, equipment, tools, leasehold improvements, construction in progress, containers, furniture and fixtures, trucks, automobiles,

vehicles, trailers, containers, calibrating and measuring equipment, purchased parts, computer equipment, computer software and any other fixed assets owned by the Company (collectively, the “Equipment”), as more particularly described on Schedule 2(a)(i) attached hereto;

          (ii) Inventory . All items of inventory of the Company (“Inventory”) as more particularly described on Schedule 2(a)(ii) attached hereto;

          (iii) Customer Accounts . All of the Company’s residential and commercial contract and non-contract customer accounts and customer contracts (the “Customer Contracts”), Customer Prepayments and other rights to provide services or products to the customers of the Company, as more particularly described on Schedule 2(a)(iii) attached hereto and all inquiries, proposals, offers or correspondence to Persons that the Company has had an interest in acquiring (that are legally permitted to be disclosed), also set forth in Schedule 2(a)(iii) , which will be delivered at Closing;

          (iv) Deposits . All prepaid items of the Company including, without limitation, prepaid rentals, security deposits, advances, other deposits and prepayments by the Company relating to the operations of the Company as described on Schedule 2(a)(iv ) attached hereto (the “Company Deposits”);

          (v) Receivables . All customer accounts receivables of the Company (the “Receivables”), as more particularly described on
Schedule 2(a)(v) ;

          (vi) Leasehold Interests. All of the interest of and the rights and benefits accruing to the Company as lessee under any leases of Equipment;

          (vii) Proprietary Rights . All Intellectual Property of the Company; all of the proprietary rights of the Company; all licenses of Intellectual Property or other intangible property; computer software, source codes, object codes and other programming codes; telephone and facsimile numbers for the business; slogans; domain name rights; operating rights; all rights relating to the business of the Company; all goodwill developed through the use of such Intellectual Property and other proprietary rights; and all derivatives, modifications and enhancements to any of the foregoing (“Proprietary Rights”) as more particularly described on Schedule 2(a)(vii) attached hereto;

          (viii) Licenses and Permits . All permits, licenses, certificates of authority, franchises, accreditations, variances, exemptions, registrations and other authorizations issued or used in connection with the business of the Company (the “Permits”), to the extent assignable; and

          (ix) Books, Records and Other Assets . All data, files, books and records of the Company, including without limitation, customer lists and records, financial, accounting and credit records, correspondence, budgets, service and warranty records, equipment logs, operating guides and manuals, copies of personnel records for employees of the business hired by Buyer, all other similar documents and records, and the Company’s post office boxes.

     (b) Excluded Assets . The Purchased Assets shall exclude the following assets of the Company: (i) the Transaction Consideration and other rights of the Company under this

Agreement; (ii) the corporate minute books and stock records of the Company; (iii) the assets listed in Schedule 2(b) attached hereto; and (iv) and any cash of the business as of the close of business on the Closing Date provided that payments received on the Closing Date for Receivables being sold to Buyer shall reduce the value of Receivables sold to Buyer.

     (c)  Transaction Consideration . In consideration for the sale and delivery of the Purchased Assets and the business of the Company to Buyer, (i) Buyer will assume and pay the Assumed Liabilities (as defined in Section 2(f)), (ii) Buyer will pay (during the post Closing adjustment period set forth in Section 2(i)) an amount equal to ninety percent (90%) of the value of the Receivables of the business transferred to the Buyer as of the Closing Date which are less than ninety (90) days outstanding from the date of billing, (iii) Buyer will pay (during the post Closing adjustment period set forth in Section 2(i)) to the Company the value of Inventory, which shall be valued at the Company’s historical cost, transferred as of the Closing which Buyer reasonably determines is not obsolete, past its due date or will be past its due date within 90 days of the Closing, and is reasonably likely to be used in the business after Closing, (iv) subject to applicable prorations prepaid expenses paid by the Company in connection with the operation of the business consistent with the Ordinary Course of Business of the Company which support or sustain the Purchased Assets and purchased business after the Closing including but not limited to security deposits and pre-paid lease or other contractual payments under contracts or commitments assumed by Buyer, and (v) Buyer will pay to the Company Five Million Five Hundred Thousand Dollars ($5,500,000) (the “Purchase Price”), payable in cash at Closing by wire transfer of immediately available funds to an account designated by the Company. The Company shall pay to the Buyer, as part of the transfer of Purchased Assets, an amount equal to the aggregate of all Customer Prepayments which shall be reimbursed to Buyer during the post Closing adjustment period as set forth in Section 2(i).

     (d)  Excluded Liabilities . Notwithstanding anything to the contrary set forth in this Agreement, the Parties hereto expressly agree that the Buyer shall not assume or otherwise become liable for any obligation or liability of the Company or relating to the business, the properties or any of the Purchased Assets, absolute or contingent, known or unknown, other than the Assumed Liabilities (such obligations or liabilities other than the Assumed Liabilities are hereinafter referred to as the “Excluded Liabilities”). Without limiting the foregoing, the Excluded Liabilities shall be deemed to include any liability or obligation of the Company (i) arising under this Agreement; (ii) relating to any default under any Assumed Liability to the extent such default existed at or prior to the Closing; (iii) incurred in connection with any breach of contract, breach of warranty, tort, violation of law, action, suit, or other legal or administrative proceedings or governmental investigation arising as a result of events occurring or facts or circumstances arising or existing on or prior to the Closing; (iv) for Taxes arising or accruing prior to the Closing, including (a) any Taxes arising as a result of the operation of the business, ownership of the Purchased Assets or use or occupancy of the properties of the Company on or prior to the Closing, (b) any Taxes that will arise as a result of the sale of the business and Purchased Assets pursuant to this Agreement, and (c) any deferred Taxes of any nature; (v) under any contract that is not expressly an Assumed Liability or an Assumed Contract (as defined below); (vi) with respect to any employee of the Company (whether arising before, on or after the Closing) relating to or arising out of, or in connection with their employment by the Company at any time including, without limitation, any payroll or salary, any employee benefit plan, deferred compensation plan, or any other plans or arrangements for the benefit of any

employees of the Company including but not limited to unfunded pension liabilities, and accrued salary, payroll, vacation, and other accrued compensation and benefits owed to employees; (vii) any Indebtedness For Borrowed Money; (viii) any and all expenses, costs, damages, liabilities, or obligations (including, without limitation, fees and expenses of counsel) incurred by, under or pursuant to any violation of Environmental Laws (as defined in Section 3(t)) or related to the Discharge (as defined in Section 3(t)), Handling (as defined in Section 3(t)), presence or clean up of Hazardous Substances (as defined in Section 3(t)) arising as a result of events occurring or facts or circumstances arising or existing on or prior to the Closing (whether or not in the Ordinary Course of Business and whether or not set forth on the Disclosure Schedule); (ix) all payables of the business outstanding or arising prior to Closing; (x) all obligations involving or related to the Excluded Assets; and (xi) all Company Transaction Expenses and Change of Control Payments.

     (e)  Payment of Liabilities of Company . The Company shall be obligated to pay and discharge, all of the Excluded Liabilities; provided, however, nothing contained in this Section shall require Company to pay any liability or obligation before its due date other than indebtedness secured by a Lien on the Purchased Assets, and which obligations shall be paid and satisfied at Closing so that the Purchased Assets that are subject to any Liens shall be conveyed to Buyer free and clear of any and all Liens as of the Closing.

     (f)  Assumption of Obligations . At the Closing, Buyer shall only assume those obligations and liabilities of Company under those Contracts (as defined in Section 3(o)) expressly assumed by the Buyer and solely with respect to obligations which arise by their terms after the Closing Date and are set forth on Schedule 2(f) which shall include but not be limited to all of the Company’s vehicle leases (the “Assumed Contracts” or “Assumed Liabilities”).

     (g)  Collection of Accounts Receivable . After the Closing, Company shall provide to the Buyer reasonable assistance and cooperation to collect any Receivables. To the extent Company receives payment on any such Receivables it shall promptly remit such amount to the Buyer in the form received with any necessary endorsement. The Company shall not take any action in connection with the collection of Receivables that interfere with the conduct of Buyer’s business or adversely affect the relationship with any customers of the Buyer.

     (h)  Proration of Certain Items . With respect to certain expenses incurred in the operation of the business, the following prorations shall be made:

          (i) Operating Expenses . Company shall continue to be responsible for all costs and expenses attributable to the operation of the business or the ownership of the Purchased Assets up to the Closing Date, and the Buyer shall become responsible for all costs and expenses attributable to the ownership of the Purchased Assets and conduct of the business as conducted by Buyer from and after the Closing Date.

          (ii) Taxes . Real and personal ad valorem property taxes shall be apportioned as of the Closing Date, based on current tax bills if available; and if not available, based on the most recent tax bills available with appropriate subsequent adjustment among the Parties when bills for the current year are received.

          (iii) Utilities . Utilities, water and sewer charges shall be paid directly to the applicable utility by Company and Buyer based on meter readings as of the Closing Date and at the prevailing rates, if possible; otherwise such charges shall be apportioned based on the number of days occurring before and after the Closing Date during the billing period for each such charge with appropriate subsequent adjustment among the Parties when bills are received.

          (iv) Real and Personal Property Leases . The next payment due to lessors after the Closing Date with respect to any leased real estate, vehicles or Equipment that are assigned to and assumed by Buyer shall be apportioned between Company and Buyer based on the time in such period before and after the Closing Date.

          (v) Deposits . Any Company Deposits which can be assigned to Buyer will be so assigned and Buyer will pay Company the full amount thereof, subject to claims by the particular utility or lessor for damages and other costs, expenses and charges accrued or resulting from actions occurring prior to the Closing Date.

     Appropriate cash payments by Company or Buyer, as the case may require, shall be made from time to time, as soon as practicable after the facts giving rise to the obligation for such payments are known, to give effect to the prorations required by this Section. The obligations imposed by this Section shall survive until all prorations are finally determined to be acceptable to the Parties.

     (i)  Post Closing Adjustments . Within forty-five (45) days after the Closing Date but in no event later than ninety (90) days after the Closing Date, the Parties shall mutually agree on any adjustments as of the Closing Date to (i) the Receivables, (ii) Inventory, (iii) Customer Prepayments, and (iv) any other adjustments related to the items contained in Section 2(h), and no later than fifteen (15) days thereafter the Parties shall mutually prepare and execute a statement (the “Settlement Statement”) setting forth any adjustments to the foregoing. Within five (5) days after completion of the Settlement Statement, Buyer shall remit to the Company, in immediately available funds, the balance of the consideration, or in the event of any overpayment of the consideration by Buyer, the Company shall remit to Buyer, in immediately available funds, the amount of such overpayment and the Parties shall within such five (5) day period amend the Allocation of the Transaction Consideration as set forth on Exhibit E consistent with such adjustments. Each party hereto shall pay its own costs and expenses incurred in connection with the Settlement Statement. The Company shall establish reasonably appropriate reserves not less than Fifty Thousand Dollars ($50,000) as contemplated by Section 8(b) hereof.

     (j)  Allocation of the Transaction Consideration . The Parties hereto acknowledge and agree that the transactions contemplated by this Agreement shall be treated for tax purposes as a taxable transaction under the Code. The Parties agree that the allocation of the Transaction Consideration shall be mutually determined by the Parties and shall be allocated among the assets and the Restrictive Covenants (set forth in Section 6(c)) in a manner consistent with the requirements set forth in Section 1060 of the Code and the Treasury regulations promulgated there under and shall be set forth in Exhibit E to be delivered as of the Closing Date, as adjusted pursuant to Section 2(i). Such allocation will be binding on the Parties for federal income tax purposes, and will be consistently reflected by each Party on their respective federal income tax returns. The Parties agree to prepare and timely file all applicable Internal Revenue Service

forms reflecting such allocation, and to furnish each other with a copy of such forms upon request.

     (k)  Assignment of Contracts . Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an assignment of any claim, contract, license, franchise, lease, commitment, sales order, sales contract, supply contract, service agreement, purchase order or purchase commitment if an attempted assignment thereof, without the consent of a third party thereto (other than the Company), would constitute a breach thereof or in any way adversely affect the rights of Buyer thereunder. If such consent is not obtained, the Company shall cooperate with the Buyer to the extent necessary to provide for Buyer the benefits under such claim, contract, license, franchise, lease, commitment, sales order, sales contract, supply contract, service agreement, purchase order or purchase commitment, including enforcement for the benefit of Buyer of any and all rights of the Company against a third party thereto arising out of the breach or cancellation by such third party or otherwise.

     (l)  No Expansion of Third Party Rights . The assumption by Buyer of the Assumed Liabilities, and the transfer thereof by the Company, shall in no way expand the rights or remedies of any third party against the Buyer as compared to the rights and remedies which such third party would have had against the Company had the Buyer not assumed such liabilities. Without limiting the generality of the preceding sentence, the assumption by Buyer of the Assumed Liabilities shall not create any third party beneficiary rights.

     (m)  The Closing . Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Akerman Senterfitt, in Miami, Florida as soon after all closing conditions set forth in Section 7 hereof (other than those to be satisfied at the Closing or post-Closing) have been satisfied or been waived in writing but in no event shall the Closing occur later than December 16, 2005. The effective date of the closing shall be as of 12:01 a.m. the day immediately following the day the Purchase Price is wire transferred to the Company. The date of the Closing is herein referred to as the “ Closing Date .” The Company shall deliver to the Buyer a Bill of Sale and the Assignments in the forms attached hereto as Exhibit B and Exhibit C , respectively, and such other deeds, bills of sale, endorsements, assignments, releases and other instruments, in such form as is satisfactory to the Buyer and as shall be sufficient to vest in the Buyer good and marketable title to the Purchased Assets free and clear of all Liens and shall deliver to the Buyer immediate possession of the Purchased Assets.

     (n)  AS IS SALE . THE COMPANY DOES NOT WARRANT THAT THE PURCHASED ASSETS ARE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE. THE PURCHASED ASSETS ARE SOLD “AS IS” AND WITH ALL FAULTS. THE COMPANY WARRANTS CLEAR TITLE TO THE PURCHASED ASSETS AND THAT THE PURCHASED ASSETS ARE BEING TRANSFERRED FREE AND CLEAR OF ALL LIENS. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES BY THE COMPANY, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT. THE BUYER ACKNOWLEDGES THAT THE PURCHASED ASSETS ARE SOLD BY THE COMPANY TO BUYER “AS IS” AND THAT THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO THE CONDITION OF THE PURCHASED ASSETS EXCEPT AS EXPRESSLY SET FORTH HEREIN. THE PARTIES

ACKNOWLEDGE THAT THE ADJUSTMENTS CONTEMPLATED BY THE PROVISIONS OF SECTION 2(i) SHALL SUPERCEDE TO THE EXTENT OF ANY INCONSISTENCY THE PROVISIONS OF THIS SECTION 2(n).

     (o)  Successor Liability . The transaction contemplated by this Agreement is a purchase and sale of assets and not a de facto merger of the Company and Buyer. Buyer is not a successor in interest to Company, and neither the Company nor any owner, manager or officer of Company shall have any participation in the ownership of Buyer following the Closing Date. Except as specifically set forth in this Agreement, Company and Buyer agree that Buyer shall not assume or become liable for any of the Company’s debts, liabilities, or obligations of any kind existing as of the Closing Date or thereafter incurred by Company, whether known or unknown, absolute or contingent, mature or unmatured, liquidated or unliquidated, or accrued or threatened, including, without limitation, any accounts payable of the Company related to the business of the Company or otherwise, other than the Assumed Liabilities or Assumed Contracts.

3. Representations and Warranties Relating to the Company . The Company hereby represents and warrants to the Buyer that the statements contained in this Section 3 are true and correct as of the date of this Agreement, except as set forth in the disclosure schedule accompanying this Agreement (the “ Disclosure Schedule ”).

     (a)  Noncontravention . Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, shall (i) violate any provision of the Company’s articles of formation or operating agreement or other governing documents or to Company’s knowledge violate any statute, regulation, rule, injunction, judgment, order, decree, approval, exemption, variance or ruling of any Governmental Authority to which the Company is subject or (ii) except as set forth on Section 3(a) of the Disclosure Schedule conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, permit or instrument to which the Company is a party or by which the Company is bound or to which any of its assets are subject. Except as set forth on Section 3(a) of the Disclosure Schedule, the Company is not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority or third party in order for the Company to consummate the transactions contemplated by this Agreement.

     (b)  Corporate Status . The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has full power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company is qualified to transact business as a foreign corporation in the State of Florida and its status is active. Other than the State of Florida the Company is not qualified to transact business in any other jurisdiction, and to the Company’s knowledge the nature of the Company’s properties and the conduct of its business does not require such qualification. To the Company’s knowledge the Company has fully complied with all of the requirements of any statute governing the use and registration of fictitious names, and has the legal right to use the names under which it operates its business. There is no pending or to the Company’s knowledge threatened proceeding for the dissolution, liquidation, insolvency or rehabilitation of the Company.

     (c)  Good Title to and Condition of Purchased Assets .

          (i) Except as set forth on Section 3(c) of the Disclosure Schedule, the Company has good and marketable title to all of the Purchased Assets with full power to sell, transfer and assign the same, free and clear of any Liens or restrictions on use and by delivery of the Bill of Sale and Assignment as contemplated by Section 2 the Company will deliver to the Buyer title to the Purchased Assets free and clear of any Liens. The Company covenants and agrees that it will warrant and defend the property hereby sold to the Buyer, its successors and assigns, against the lawful claims, demands and charges of all Persons whomsoever.

          (ii) The Purchased Assets currently in use or necessary for the business and operations of the Company are in good operating condition, normal wear and tear excepted, and have been maintained in substantial compliance with all applicable manufacturer’s specifications and warranties.

          (iii) THE COMPANY DOES NOT WARRANT THAT THE EQUIPMENT IS MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE BUT ONLY THAT THE EQUIPMENT HAS BEEN MAINTAINED IN THE ORDINARY COURSE OF BUSINESS.

     (d)  Power and Authority . The Company has the limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Company has taken all action necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.

     (e)  Enforceability . This Agreement has been duly executed and delivered by the Company and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity.

     (f)  Absence of Subsidiaries . The Company has no Subsidiaries.

     (g)  Intentionally Deleted .

     (h)  Financial Statements . The Company has attached hereto as Section 3(h) of the Disclosure Schedule, the following financial statements (collectively the “ Financial Statements ”): (i) the Company’s consolidated unaudited balance sheet and statements of income and cash flows for the year ended December 31, 2004 (the “ Most Recent Fiscal Year End ”) and (ii) the Company’s consolidated unaudited balance sheet and statements of income and cash flows for the period beginning January 1, 2005 and ending October 31, 2005 (and for the interim periods thereof) (the “ Most Recent Financial Statements ”). The Financial Statements have been prepared in accordance with Consistently Applied accounting principles throughout the periods covered thereby, except as otherwise set forth on Section 3(h) of the Disclosure Schedule, and present fairly in all material respects the financial condition of the Company and its assets and liabilities as of such dates and the results of operations of the Company for such periods; provided, that, the Most Recent Financial Statements are subject to normal year-end adjustments

(which in the aggregate are not material). There are no extraordinary or material non-recurring items of income or expense (subject to fluctuations in the Ordinary Course of Business) that have occurred during the periods covered by the Financial Statements and the balance sheets included in the Financial Statements do not reflect any write-up or revaluation increasing the book value of any assets, except as specifically disclosed in the notes thereto and has occurred pursuant to allocations established in connection with the purchase of pest, termite and lawn care businesses by the Company and the sale by the Company of its lawn care business. For purposes of the Consistently Applied accounting principles of the Company, the Company recognizes revenues with respect to services rendered to customers as follows: (i) revenue for customers who pay for specific services as such services are rendered (“pay-as-you-go-customers”), is recognized at the time each service is provided to a pay-as-you-go-customer, and (ii) revenue for services for which the Company bills the customer once each year for services provided throughout the year (“annual customer”) is recognized at such time the first service for the year is provided to the annual customer rather than when services are actually rendered as the year progresses. Account number 2301 titled “Prepaid Services” on the Company’s balance sheet does not include the revenue from the services provided to annual customers because revenue for such annual services has been recognized in full by the Company rather than being carried as a prepaid service on the balance sheet.

     (i)  Absence of Certain Developments . Except as otherwise contemplated by this Agreement or as set forth in Section 3(i) of the Disclosure Schedule, since the Most Recent Financial Statements, the Company has been operated in the Ordinary Course of Business and the Company has not:

          (i) borrowed any material amount or incurred any material liabilities affecting the Purchased Assets;

          (ii) mortgaged, pledged or subjected to any Lien, any Purchased Assets, except for Permitted Liens;

          (iii) sold, assigned, transferred or to the Company’s knowledge permitted the lapse of any right relating to any of the Purchased Assets;

          (iv) made any capital expenditures or commitments therefor in excess of $25,000 in the aggregate or failed to make any material budgeted capital expense concerning the Purchased Assets;

          (v) suffered any theft, damage, destruction or casualty loss to the Purchased Assets in excess of $5,000 not covered by insurance;

          (vi) granted any increase in the salaries, compensation or benefits of any of its employees except increases in the Ordinary Course of Business;

          (vii) acquired any capital stock, equity interests or assets of any Person except assets acquired in the Ordinary Course of Business;

          (viii) made any change in its accounting principles or Tax elections, written up or written down any inventory (except in the Ordinary Course of Business), or materially

increased or decreased any accounting reserves, except as set forth in Section 3(i) of the Disclosure Schedule;

          (ix) amended the articles of formation, operating agreement, bylaws, or other similar organizational documents of the Company;

          (x) adopted a plan of complete or partial liquidation or authorized any liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other similar transaction;

          (xi) enter into any lease of personal property or any renewals of the existing leases that are being assumed by Buyer involving a term of more than one year or rental obligation exceeding $10,000 per year in any single case, or exceeding $25,000 per year in the aggregate in all such cases, outside the Ordinary Course of Business;

          (xii) taken any action or failed to take any action that results in the creation of any Lien over the Purchased Assets;

          (xiii) waive, release or cancel any material claims against any customers; or

          (xiv) experienced any current customer warranty claims in excess of $500, other than as scheduled herein.

     (j)  Liens . Except as disclosed in Section 3(j) of the Disclosure Schedule, the Company does not have any outstanding indebtedness which is secured by a Lien on the Purchased Assets.

     (k)  Legal Compliance . To the Company’s knowledge the Company is in compliance with all statutes, laws, ordinances, rules, orders and regulations of Governmental Authorities applicable to it, its business and operations (as conducted by it now and in the past), the Purchased Assets, and the Leased Real Prope