ASSET PURCHASE AGREEMENT DATED AS OF NOVEMBER 9, 2006 BETWEEN MASTEC NORTH AMERICA, INC. AND LM-ITS ACQUISITION COMPANY LLC

EXHIBIT 10.54

ASSET PURCHASE AGREEMENT

     This ASSET PURCHASE AGREEMENT (“ Agreement ”) is hereby made and entered into this 9th day of November, 2006, by and between LM-ITS Acquisition Company LLC, a Delaware limited liability company (“ Buyer ”), and MasTec North America, Inc., a Florida corporation (“ Seller ”).

      WHEREAS , Seller, through its department of transportation service group, provides specialty contracting services to state Departments of Transportation, including traffic management systems, related IT installations, and roadside construction services (such service group, the “ Business ”); and

      WHEREAS , Buyer and Seller desire that Buyer acquire certain assets and assume certain liabilities of the Business, including substantially all of Seller’s state Department of Transportation related projects and assets, on the terms and conditions hereinafter set forth;

      NOW, THEREFORE , in consideration of the premises and of the mutual covenants hereinafter set forth, the parties hereto, intending to be legally bound, agree as follows:

     1.  Recitals and Definitions .

          a.  Recitals . The recitals contained herein are true and correct and by this reference are incorporated herein and made a part of this Agreement.

          b.  Definitions . Capitalized terms not otherwise defined herein shall have the respective meanings set forth on Exhibit A .

     2.  Purchase and Sale of Assets . Upon the terms and subject to the conditions contained herein, at the Closing Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase from Seller, free and clear of any Encumbrances, other than Permitted Encumbrances, all of Seller’s right, title and interest in the following assets (collectively, the “ Assets ”):

          a. all accounts receivable (whether current or noncurrent) of the Business, other than the Excluded Receivables, and all causes of action specifically pertaining to the collection of the foregoing (collectively, the “ Acquired Receivables ”);

          b. all Inventory of the Business (collectively, the “ Acquired Inventory ”);

          c. all of the Intellectual Property set forth on Schedule 2(c) (the “ Acquired Intellectual Property ”);

          d. all rights and interest of the Seller under the Contracts, including the Contracts set forth on Schedule 2(d) (the “ Acquired Contracts ”);

          e. all tangible personal property of the Business, including the machinery, equipment, tools, supplies, construction in progress, furniture and computer hardware, whether owned, leased or licensed set forth on Schedule 2(e) (the “ Acquired Personal Property ”);

          f. all projects of the Business set forth on Schedule 2(f) , other than projects completed prior to the Closing Date, and other projects of the Business entered into after the date of this Agreement in accordance with this Agreement (the “ Current Projects ”);

          g. all other current assets, retainages and other long term assets of the Business as of the Closing Date, including those set forth on Schedule 2(g) ;

          h. except to the extent Seller is required to retain the originals pursuant to any Applicable Law (in which case a copy will be provided to the Buyer), the originals and/or copies (if originals are unavailable) of all information and records relating primarily to the Assets or the Business, including books, records, databases, ledgers, files, documents, correspondence, lists, plats, plans and designs of fixtures and equipment, specifications, technical information, creative materials, advertising and promotional materials, studies, reports, sales records, service records, supplier lists, customer lists, sales order files, engineering data files, purchase order files, supplier files, other supplier information, customer files, other customer information, environmental control, monitoring and test records and all other printed or written materials, whether or not confidential or proprietary;

          i. all software, programs and source code, program documentation, manuals, forms, guides, and other materials with respect thereto, to the extent transferable to Buyer without cost to Seller, including without limitation Microsoft Office applications, including Microsoft Windows (the “ Transferable Software ”), provided that the Oracle software shall not be transferred even if permitted pursuant to Seller’s license from Oracle;

          j. all expenses that have been prepaid by Seller relating primarily to the operation of the Business, including but not limited to ad valorem taxes, lease and rental payments;

          k. all rights, claims, credits, causes of action or rights of set-off or recoupment against Persons other than Seller and its Affiliates relating primarily to the Business or the Assets, including, without limitation, unliquidated rights under manufacturers’ and vendors’ warranties and rights to insurance proceeds as to the Assets;

          l. all Permits used in the Business, to the extent the transfer thereof is permitted by Applicable Law, including those set forth on Schedule 2(l) (collectively, the “ Acquired Permits ”);

          m. $2,500,000 of cash (the “ Minimum Cash ”); and

          n. the right to use the letters “ITS” to the extent MasTec has any right to use such letters (for purposes of clarity and notwithstanding anything to the contrary set forth herein, MasTec makes no representation or warranty as to ownership or the right to use such letters), but without any reference to MasTec.

     3.  Excluded Assets . Notwithstanding anything to the contrary set forth in Section 2 or elsewhere in this Agreement, the following assets of Seller (collectively, the “ Excluded Assets ”) are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:

          a. all cash and cash equivalents (including, without limitation, checking account balances, certificates of deposit and other time deposits and petty cash) other than the Minimum Cash;

          b. all accounts receivable of Seller not related to the Business;

          c. accounts receivable of the Business to be designated by Seller prior to Closing in the aggregate amount of no more than $2,500,000 (the “ Retained Receivables ”);

          d. all Inventory of Seller other than the Acquired Inventory;

          e. all rights and interest of Seller under all contracts, agreements, leases (including leases of real property outside the State of Florida), licenses, commitments, sales and purchase orders, and other undertakings of any kind, whether written or oral other than the Acquired Contracts;

          f. all tangible personal property, including machinery, equipment, tools, supplies, construction in progress, furniture and fixtures, leasehold improvements and computer hardware, whether owned, leased or licensed other than the Acquired Personal Property;

          g. all projects of Seller other than the Acquired Projects;

          h. all (i) confidential personnel and medical records pertaining to any employee of Seller or its affiliates the disclosure or transfer of which is prohibited by Applicable Law; (ii) corporate minute books, charter documents, corporate stock record books and such other books and records as pertain to the organization, existence or share capitalization of Seller; (iii) documents relating to proposals to acquire the Assets by Persons other than Buyer; and (iv) all accounting and other books and records that do not relate to the Assets;

          i. all insurance policies and agreements;

          j. all refunds, prepayments, rights of recoupment, and other rights with respect to any Taxes relating to periods prior to and including the Closing;

          k. all intercompany accounts receivable, loans and advances;

          l. all of Seller’s assets which are not primarily used in connection with the Business;

          m. the name “MasTec” and all other Intellectual Property of the Seller and its Affiliates other than the Acquired Intellectual Property;

          n. all assets related to Excluded Liabilities;

          o. all software, programs and source code, program documentation, manuals, forms, guides, and other materials with respect thereto, other than the Transferable Software;

          p. all Permits other than the Acquired Permits;

          q. all of Seller’s rights hereunder; and

          r. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an assignment of any Contract or Permit if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or would be legally ineffective. If any such consent is not obtained prior to Closing or does not remain in full force and effect at Closing in satisfaction of the conditions set forth in Sections 14(e) and 15(e) or if such consent is not required to be obtained pursuant to such sections, or if any attempt at an assignment thereof would be ineffective or would affect the rights of Seller thereunder so that Buyer would not in fact receive all such rights, Buyer and Seller shall use reasonable efforts to enter into a mutually agreeable, reasonable and lawful arrangement under which Buyer obtains the benefits and assumes the obligations in respect of such Contract or Permit from and after the Closing, including subcontracting, sublicensing or subleasing to Buyer, and under which Seller would enforce for the benefit of Buyer, with Buyer assuming the obligations, any and all rights of Seller against a third Person party thereto.

     4.  Assignment and Assumption of Liabilities .

          a. Subject to the terms and conditions set forth in this Agreement and except for the Excluded Liabilities, Buyer shall assume all of the Assumed Liabilities. “ Assumed Liabilities ” means:

               i) all Liabilities of the Business (including all Liabilities pursuant to the Acquired Contracts and Acquired Permits) arising or to be performed after or in respect of periods following the Closing, including all Liabilities for liquidated damages under the Acquired Contracts or related to the Assets;

               ii) all accounts payable reflected in the Closing Working Capital;

               iii) all Liabilities in respect of Transferred Employees, and beneficiaries of employees of the Business, including under or relating to WARN or any similar state or local law in each case to the extent relating to or arising out of any actions taken by Buyer on or after the Closing Date;

               iv) all Liabilities relating to claims of manufacturing or design defects with respect to any product sold (regardless of whether any such product was purchased prior to or after the Closing Date) or service provided by the Business on or after the Closing Date, including Liabilities in respect of investigations regarding product safety, product recall and related matters;

               v) all liabilities and obligations relating to warranty obligations or services with respect to any product sold or service provided by the Business prior to, on or after the Closing Date;

               vi) all Liabilities relating to the ITS Leases with respect to the period after the Closing Date;

               vii) all Liabilities relating to the Occupational Safety and Health Act of 1970, as amended, and any regulations, decisions or orders promulgated thereunder, together with any state or local law, regulation or ordinance pertaining to worker, employee or occupational safety or health in effect as the same may be amended, supplemented or superseded, relating to or arising out of the operation, affairs and conduct of the Business by Buyer in respect of periods following the Closing;

               viii) all Liabilities arising from or relating to the Proceedings set forth on Schedule 4(a)(viii) (the “ Assumed Proceedings ”); and

               ix) a pro rata portion of all ad valorem real property taxes for the portion of the taxable year ending after the Closing Date.

          b. The assumption by Buyer of the Assumed Liabilities, the transfer thereof by Seller, and the limitations of such transfer shall in no way expand the rights or remedies of any third party against Buyer or Seller or its Affiliates as compared to the rights and remedies which such third party would have had against Seller or its Affiliates had 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 which are not presently granted to any party under the terms of any Contract which is expressly assumed by Buyer under the terms of this Agreement.

     5.  Excluded Liabilities . Buyer shall not assume, and shall not be deemed to have assumed, the following liabilities (collectively, the “ Excluded Liabilities ”):

          a. any liability or obligation of the Seller arising under this Agreement;

          b. except to the extent provided in Section 12(f) , any liability or obligation of the Seller or its Affiliates with respect to, or arising out of, any employee benefit plan, executive deferred compensation plan or any other plans or arrangements for the benefit of any employees of the Seller or any such Affiliate, including the Transferred Employees;

          c. any liability or obligation of the Seller to any shareholders of the Seller or any of their Affiliates or to any party claiming to have a right to acquire any ownership interests or other securities convertible into or exchangeable for any ownership interests of the Seller;

          d. all Environmental Liabilities relating to or arising out of the operation, affairs and conduct of the Business by Buyer in respect of periods prior to Closing;

          e. any Taxes, fees, expenses or other amounts required to be paid as a result of the transaction contemplated by this Agreement;

          f. any liability of Seller for Taxes (with respect to the Business or otherwise) for periods prior to the Closing;

          g. all Liabilities arising from or relating to Proceedings other than the Assumed Proceedings;

          h. except to the extent an Assumed Liability pursuant to Section 4 , liabilities and obligations asserted after Closing relating to or arising out of the operation, affairs and conduct of the Business by Seller in respect of periods prior to the Closing; or

          i. Defective Installation Losses.

     6.  Purchase Price .

          a. The purchase price for the Assets shall be:

               i) $6,000,000 payable in cash to the Seller at Closing (the “ Base Purchase Price ”) by wire transfer of immediately available funds to such account or accounts as Seller shall have designated prior to the Closing Date; plus

               ii) Buyer’s Promissory Note (the “ Note ”) payable to Seller in the face amount of $5,000,000 in the form attached hereto as Exhibit B ; plus

               iii) additional earn-out consideration (the “ Earn-Out ”) up to a maximum amount of $9,000,000 (the “ Earn-Out Amount ”) as follows:

          b. Earn-Out. In addition to the Base Purchase Price and the Note, Seller shall be entitled, upon full repayment of the Note and to the extent not prohibited by the terms of any credit facilities in favor of Buyer (to the extent any such restrictions exist, all payments which would be payable under this section absent such restriction shall be deferred until such time as the payment thereof is not prohibited by the terms of any such facilities), to additional earn-out consideration (the “ Earn-Out ”) up to a maximum amount (subject to adjustment as set forth in this Agreement) of $9,000,000 (the “ Earn-Out Amount ”) as follows:

               i) Until the earlier of (x) such time as $7,000,000 (as adjusted pursuant to this Agreement) (“ 1st Tier Earn-Out ”) is paid in full pursuant to this Section 7(c)(i), or (y) the last day of the 5th full calendar year ending after the Closing Date, with respect to each calendar year following the Closing Date, Buyer shall pay to Seller an amount (“ Earnout Payment ”), equal to at least 35% of the Excess Cash Flow of the Business during such calendar year. Excess Cash Flow of the Business shall be cumulative and shall be adjusted so that if in any prior calculation year(s) the Excess Cash Flow of the Business was less than zero (“ Yearly Shortfall ”), such cumulative Yearly Shortfall is to be subtracted from the then cumulative Excess Cash Flow of the Business. If Excess Cash Flow of the Business in the year is greater than zero, a payment shall be due to Seller with respect to such year, and paid to Seller in accordance with

the terms herein. If the cumulative Excess Cash Flow of the Business following the Closing Date at any time is equal to or in excess of $50,000,000 (“ Bonus Earn-Out Test ”), then Buyer shall pay to Seller the difference between the Earn-Out Amount less cumulative Earnout Payments. Each Earnout Payment will be paid by Buyer to Seller by wire transfer of same day funds to an account designated by Seller within 5 days after such Earnout Payment has been finally determined.

               ii) Computation of Excess Cash Flow. For purposes of this Agreement and the Note, “ Excess Cash Flow ” of the Business for any calendar year shall mean (i) Cash Flow from Operations of the Business (as set forth on a Cash Flow Statement of the Business) with respect to such year for indebtedness senior to the Note (which indebtedness shall not be greater than $20 million not including surety claims pursuant to completion bonds), minus (ii) mandatory third party principal debt payments actually paid by Buyer during such year for indebtedness senior to the Note, minus (iii) Net Capital Expenditures. All components of Excess Cash Flow shall be determined in accordance with US GAAP, consistently applied. “ Net Capital Expenditures ” means all cash used for capital expenditures of the Business during such year (which shall not be greater than $3,000,000), minus the proceeds from asset sales of the Business during such year. In calculating Excess Cash Flow no deduction shall be made for (x) any management fees or other intercompany charges, of whatever kind or nature, charged by Buyer or any of its Affiliates to the Business, or any (y) legal, accounting or other diligence fees or expenses arising out of this Agreement or the transactions contemplated hereby. The purchase and sales prices of goods and services sold by the Business to Buyer or any of its Affiliates or purchased by the Business from Buyer or any of its Affiliates shall be adjusted to reflect the amounts that the Business would have realized or paid if dealing with an independent party in an arm’s-length commercial transaction.

               iii) Change of Control. Upon any Change of Control of Buyer, the proceeds paid to Buyer and its equity holders directly as a result of that Change of Control and limited only to those proceeds as a result of same, and its equity holders shall be paid or retained as follows:

                    1) first, Buyer shall retain an amount equal to all Invested Capital;

                    2) second, Buyer shall retain an amount equal to the Minimum Return;

                    3) third, Buyer shall pay Seller an amount equal to any portion of the 1st Tier Earn-Out not previously paid pursuant to Section 6(b)(i);

                    4) fourth, if (x) the Bonus Earn-Out Test (for which the proceeds of the Change of Control shall be deemed to be Excess Cash Flow) has been satisfied and (y) the Earn-Out Amount has not been paid in full, then, the next $2,000,000 shall be paid to Seller; and

                    5) finally, 100% of the remaining distributions shall be retained by Buyer.

               iv) For purposes of this Section 6(b), the following terms have the respective meanings below:

                    1) “Invested Capital” means the aggregate amount of equity contributed to Buyer less the aggregate amount of equity distributed from Buyer to its equity holders, excluding all management fees.

                    2) “Minimum Return” means, a 20% per annum compounded return, on all Invested Capital, less all amounts paid, distributed or otherwise transferred (excluding all management fees) from Buyer to its partners, shareholders or other equity holders.

                    3) “Change of Control” means the occurrence after the date hereof of any of (i) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act of 1934, as amended) of effective control (whether through legal or beneficial ownership of equity interests of the Buyer, by contract or otherwise) of in excess of 50% of the voting securities, limited partnership interests, general partnership interests or any other equity interests of the Buyer, or (ii) the Buyer merges into or consolidates with any other Person, or any Person merges into or consolidates with the Buyer and, after giving effect to such transaction, the equity holders of the Buyer immediately prior to such transaction own less than 50% of the equity interests of the Buyer or the successor entity of such transaction, (iii) the Buyer sells, transfers, leases or licenses its assets, as an entirety or substantially as an entirety, to another Person, or (iv) the execution by the Buyer of an agreement to which the Buyer is a party or by which it is bound, providing for any of the events set forth above in (i) through (iii).

               v) Restrictions. Until such time as the Earn-Out Amount (as adjusted pursuant to this Agreement) has been paid in full:

                    1) the Business shall be managed and operated as a separate, stand alone entity;

                    2) without the prior written consent of Seller, there shall be no expenses imposed upon the Business by any Affiliate of Buyer, including without limitation, any corporate overhead charges, management fees, general and administrative expense allocation or charges or expenses relating to accounting, human resources, legal and compliance and information technology nor will any services or products be provided to the Business by an Affiliate of Buyer, except at rates that are at least as favorable as the Business could obtain from third parties; provided that Buyer shall be permitted to pay a management fee of no more than $25,000 per month to an Affiliate of Buyer; and

                    3) Buyer shall not make any distributions, pay or declare any dividends or otherwise transfer any of its assets to its Affiliates or other equity holders; provided that Buyer may make annual distributions to its equity holders in an amount not to exceed the federal income tax liability of such holders as a result of Buyer’s income during such period.

          c.  Dispute Procedure . All disputes with respect to the Earn-Out shall be settled in the same manner as disputes regarding the Purchase Price adjustment as set forth in Section 7.

          d.  Allocation of Purchase Price . The Base Purchase Price, the Note and the Earn-Out shall be referred to collectively as the “ Purchase Price ”. Prior to Closing, the Seller shall provide to Buyer a proposed allocation of the Purchase Price plus liabilities deemed assumed (the “ Tax Purchase Price ”) for the sale of the Assets. The Tax Purchase Price shall be allocated using principles that are consistent with the Internal Revenue Code of 1986, as amended. Prior to Closing, the Buyer and Seller shall mutually agree on a final allocation (the “ Final Allocation ”) of the Tax Purchase Price, which Final Allocation will be attached hereto as Schedule 6(d) . After the Closing, the parties shall make consistent use of the allocation, fair market value and useful lives specified on Schedule 6(d) for all tax purposes and in all filings, declarations and reports with the Internal Revenue Service (“ IRS ”) and similar reports for state, local, or foreign purposes in respect thereof, including the reports required to be filed under Section 1060 of the Internal Revenue Code of 1986, as amended. Buyer shall prepare and deliver IRS Form 8594 to Seller within forty-five (45) days after the Closing Date to be filed with the IRS in accordance with Schedule 6(d) . In any proceeding related to the determination of any tax, neither Buyer nor Seller shall contend or represent that such allocation is not a correct allocation.

     7.  Purchase Price Adjustment .

          a. The 1 ^st Tier Earn-Out will be reduced by the amount, if any, by which the Target Working Capital exceeds the Closing Working Capital, or will be increased by the amount, if any, by which Closing Working Capital exceeds $41,800,000 as determined in accordance with this Section 7 . After the Closing, the Purchase Price will be recalculated (as recalculated, the “ Final Purchase Price ”) based on the Closing Working Capital determined in accordance with this Section 7 . All adjustments to the Purchase Price made pursuant to this Section 7 will be consistently treated by both the Buyer and Seller as adjustments to purchase price for United States federal, state and local Tax purposes.

          b. No later than forty five (45) calendar days following the Closing Date, Buyer will prepare and deliver to Seller a balance sheet of the Business as of the Closing Date prepared in accordance with US GAAP (excluding footnotes) on the same basis and applying the same accounting principles, policies and practices that were used in preparing the Interim Balance Sheet (the “ Closing Balance Sheet ”), together with a statement (the “ Closing Statement ”) setting forth Buyer’s determination of the Closing Working Capital.

          c. During the thirty (30) calendar day period immediately following the date of delivery to the Seller of the Closing Balance Sheet and the Closing Statement, the Seller’s representatives (i) will be permitted to review, during normal business hours and with reasonable prior notice, the books and records of Buyer relating to the Business and the working papers related to the preparation of the Closing Balance Sheet and the Closing Statement (including the determinations included therein), and (ii) will be given reasonable access, during normal business hours and with reasonable prior notice, to knowledgeable employees and accounting professionals of Buyer in order to facilitate the Seller’s review of the Closing Balance Sheet and

Closing Statement; provided, however, that the review and access described in clauses (i) and (ii) will not be conducted or provided at times or in a manner that would unreasonably interfere with Buyer’s operation of the Business. The Closing Balance Sheet and the Closing Statement (including the determinations included therein) will become final, binding and conclusive upon the Seller and the Buyer thirty (30) days following the Seller’s receipt thereof, unless Buyer receives from the Seller on or prior to such date written notice of the Seller’s disagreement with any account or determination set forth in the Closing Balance Sheet or Closing Statement (a “ Dispute Notice ”). Any Dispute Notice will specify in reasonable detail the nature and dollar amount of any disagreement so asserted (collectively, the “ Disputed Items ”). Any account or determination set forth or reflected on the Closing Balance Sheet or in the Closing Statement that is not specifically objected to in the Dispute Notice will be deemed final, binding and conclusive upon the Seller and the Buyer upon delivery of the Dispute Notice. If a timely Dispute Notice is received by the Buyer, then the Closing Balance Sheet and the related determination of Closing Working Capital set forth in the Closing Statement will become final, binding and conclusive upon Buyer and Seller on the first to occur of (x) the date on which Buyer and Seller resolve in writing all differences they have with respect to the Disputed Items or (y) the date on which all of the Disputed Items that are not resolved by Buyer and Seller in writing are finally resolved in writing by the Independent Accountants as follows.

          d. During the ten (10) calendar days following delivery of a Dispute Notice (or such longer period as the Buyer and Seller shall mutually agree), Buyer and Seller will seek in good faith to resolve in writing any differences which they have with respect to all Disputed Items. Any Disputed Item resolved in writing by the Buyer and Seller will be deemed final, binding and conclusive on the Buyer and Seller. If Buyer and Seller do not reach agreement on all of the Disputed Items during such 10-day period (or such longer period as they shall mutually agree), then at the end of such 10-day period Buyer and Seller will submit all unresolved Disputed Items (collectively, the “ Unresolved Items ”) to an independent third party accountant or consultant mutually agreeable to the Buyer and Seller (the “ Independent Accountants ”) to review and resolve such matters. The Independent Accountants will determine each Unresolved Item (the amount of which may not be more favorable to Buyer than the related amount set forth in the Closing Statement or more favorable to the Seller than the related amount set forth in the Dispute Notice) as promptly as may be reasonably practicable, and will endeavor to complete such process within a period of no more than fifteen (15) days. The Independent Accountants may conduct such proceedings as the Independent Accountants believe, in their sole discretion, will assist in the determination of the Unresolved Items; provided, however, that all communications between the Buyer and Seller or any of their respective representatives, on the one hand, and the Independent Accountants, on the other hand, will be in writing with copies simultaneously delivered to the non-communicating party. The Independent Accountants’ determination of the Unresolved Items will be final, binding and conclusive on the Buyer and Seller, effective as of the date the Independent Accountants’ written determination is received by the Buyer and Seller. The fees and expenses of the Independent Accountants shall be apportioned equitably between Seller, on the one hand, and Buyer, on the other hand, by the Independent Accountants so that the non-prevailing party on each issue bears the fees and expenses associated with that issue.

          e. Upon determination of Closing Working Capital pursuant to this Section 7 , a final adjustment to the Purchase Price will be determined and satisfied as follows:

               i) if the Closing Working Capital computed as provided in this Section 7 based on the Final Closing Balance Sheet exceeds $41,800,000, the 1 ^st Tier Earn-Out shall be increased by an amount equal to the amount of such excess; or

               ii) if the Target Working Capital exceeds the Closing Working Capital based on the Final Closing Balance Sheet, the 1 ^st Tier Earn-Out shall be reduced by an amount equal to such excess; or

               iii) if Closing Working Capital is greater than or equal to the Target Working Capital but less than $41,800,000, there will be no purchase price adjustment.

     8.  Seller’s Representations and Warranties . The Seller makes the representations and warranties to the Buyer set forth in this Section 8 . All such representations and warranties are made subject to the exceptions noted in the Disclosure Schedules. Notwithstanding anything to the contrary contained in this Agreement or in the Disclosure Schedules, any information disclosed in one section of the Disclosure Schedules shall be deemed to be disclosed against all the representations and warranties of the Seller. Certain information set forth in the Disclosure Schedules and the Data Room is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information in the Disclosure Schedules and the Data Room shall not be deemed to constitute an acknowledgement that such information is required to be disclosed in connection with the representations and warranties made by the Seller in this Agreement or that it is material, nor shall such information be deemed to establish a standard of materiality. All descriptions of documents contained in the Disclosure Schedules and the Data Room are qualified in their entirety by reference to the documents so described.

          a.  Corporate Status and Authority . Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida; has the requisite corporate power to own, operate, and lease its assets and properties and to carry on the Business as it is now being conducted; and is duly qualified to do business in all jurisdictions in which the nature of the Business requires such qualification. The Business currently conducts business in the States set forth in Schedule 8(a) .

          b.  Title to Assets; Encumbrances . Except as set forth in Schedule 8(b) , Seller owns, leases or has the legal right to use all of the Assets. Seller has good and transferable title to, or in the case of leased or subleased assets, valid or subsisting leasehold interests in, all of the Assets, free and clear of any Encumbrances other than Permitted Encumbrances and Encumbrances created by or through Buyer or its Affiliates.

          c.  Legal Proceedings; Orders .

               i) Except as set forth on Schedule 8(c)(i) , there is no pending or, to Seller’s Knowledge, threatened Proceeding: (i) by or against Seller that relates to or may affect the Business, or any of the Assets or (ii) that challenges, or that may have the effect of

preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreement.

               ii) Except as set forth on Schedule 8(c)(ii) , there is no Order to which Seller with respect to the Business or any of the Assets is subject.

               iii) Except as set forth on Schedule 8(c)(iii) : (i) Seller is, and, at all times since January 1, 2002 has been, in compliance in all material respects with all of the terms and requirements of each Order applicable to the Business or any of the Assets; and (ii) Seller has not received, at any time since January 1, 2002, any written notice or other communication from any Governmental Authority regarding any violation of, or failure to comply with, any term or requirement of any Order applicable to the Business or any of the Assets.

          d.  Material Contracts .

               i) Except as set forth in Schedule 8(d) , as of the date hereof Seller, with respect to the Business, is not party to or otherwise bound by or subject to:

                    1) any written employment, severance or sales representative contract which contains an obligation (excluding commissions) to pay more than $100,000 per year;

                    2) any written consulting contract;

                    3) any real property lease or equipment lease which constitutes part of the Business or the Assets;

                    4) any Contract containing any covenant limiting the freedom of Seller, with respect of the Business or the operations of the Business, to engage in any line of business or compete with any Person in any geographic area in any material respect;

                    5) any Contract in effect on the date of this Agreement relating to the disposition or acquisition of the assets of, or any interest in, any business enterprise which relates to the Business other than in the Ordinary Course of Business;

                    6) any offset agreement entered into in connection with an international sales transaction and relating to any contract that imposes on the Business an obligation to perform that will continue in effect on or after the Closing Date;

                    7) any Contract of any kind that (i) requires a payment by any party in excess of, or a series of payments which in the aggregate exceed, $100,000, (ii) has a term, or requires the performance of any obligations by any party over a period, in excess of one year, or (iii) involves any director, officer or stockholder of the Seller;

                    8) any Contract pursuant to which the Seller on behalf of the Business has made or will make loans or advances, or has or will have incurred debts or become a guarantor or surety or pledged its credit on or otherwise become responsible with respect to any

undertaking of another Person, in each case, in an amount over $100,000 (except for the negotiation or collection of negotiable instruments in transactions in the Ordinary Course of Business);

                    9) any indenture, loan agreement, note, mortgage, security agreement, lease of real property or personal property or other Contract relating to the borrowing of funds, an extension of credit or financing for which the Business is obligated; or

                    10) any Contract involving a partnership, joint venture or other cooperative undertaking.

               ii) Except as disclosed in Schedule 8(d) , each contract disclosed in Schedule 8(d) is a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms (except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers), and except with respect to liquidated damages owed by Seller and any delays or circumstances in connection therewith, Seller is not in default and has not failed to perform any obligation thereunder, and, to the Knowledge of Seller, there does not exist any event, condition or omission which would constitute a material breach or material default (whether by lapse of time or notice or both) by any other Person, which would give rise to any right of termination. Except as disclosed in Schedule 8(d) , as of the date of this Agreement Seller has not received any written notification from any other Person party to any of the Contracts disclosed in Schedule 8(d) of a claim of default by Seller. Seller has previously made available to Buyer (i) true, accurate and complete copies of each document set forth on Schedule 8(d) (collectively, the “ Identified Contracts ”) and (ii) a written description of each oral arrangement so listed on Schedule 8(d) . Except as set forth on Schedule 8(d) , all such Identified Contracts and arrangements have been entered into by Seller in the Ordinary Course of Business. Except for sales of assets in the Ordinary Course of Business and this Agreement, neither Seller nor any of its Affiliates has any Contract or arrangement with respect to the sale or other disposition of the Business or any of the Assets.

          e.  Compliance with Law and Other Regulations. The Business and each of the Assets is in compliance with, and no violation with respect thereto exists under, any and all Applicable Laws. As of the date of this Agreement, no action is pending or, to the Knowledge of Seller, has been threatened against the Seller regarding the material violation by the Business of any Applicable Laws.

          f.  No Material Adverse Effect . Except as set forth in Schedule 8(f) , since the date of the Interim Balance Sheet, there has not been any Material Adverse Effect.

          g.  Agreement Not in Breach of Other Instruments Affecting Seller . Except as set forth on Schedule 8(g) , neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Seller, the Business or any of the

Assets is subject or any provision of the charter or bylaws (or similar constitutive document) of the Seller or (ii) other than the need to obtain third party consents to the assignment of certain Acquired Contracts, violate or conflict with, result in a breach or termination of, constitute a default under, result in the acceleration of, give any third party any additional right (including the right to accelerate, terminate, modify, or cancel) under, require any notice or consent under or result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the foregoing under, any Contract to which the Seller is a party or by which it or the Business is bound or to which any of the Assets is subject (or result in the imposition of any security interest upon any of the Assets or Business). Except as set forth on Schedule 8(g) , the Seller is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in order for the parties to consummate the transactions contemplated by this Agreement.

          h.  Power of Seller to Execute Agreement . Seller has full corporate power and authority to execute, deliver, and perform this Agreement, and this Agreement has been duly executed and delivered and is the valid and legally binding obligation of Seller and is enforceable against it in accordance with its terms, except (i) to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought (regardless of whether such enforceability is considered in a proceeding at law or in equity).

          i.  Employee Benefit Plans .

               i) Schedule 8(i) lists each Employee Plan or material Benefit Arrangement which covers Transferred Employees and each collective bargaining agreement covering Transferred Employees.

               ii) Except as set forth in Schedule 8(i), with respect to the Business:

                    1) neither Seller nor any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of organizations within the meaning of Code Sections 414(b). (c), (m) or (o) such member being referred to as an “ERISA Affiliate”) contributes, is obligated to contribute or has ever contributed to or had any liability to a multiemployer plan, as defined in Section 3(37) of ERISA;

                    2) no fiduciary of any funded Employee Plan has engaged in a nonexempt “prohibited transaction” (as that term is defined in Section 4975 of the Code and Section 406 of ERISA) which could subject Buyer to a penalty tax imposed by Section 4975 of the Code or Section 502(i) of ERISA;

                    3) no Employee Plan that is subject to Section 412 of the Code has incurred an “accumulated funding deficiency” within the meaning of Section 412 of the Code, whether or not waived;

                    4) each Employee Plan and Benefit Arrangement has been established and is operated and administered in all material respects in accordance with its terms and in material compliance with Applicable Law;

                    5) no Employee Plan subject to Title IV of ERISA has incurred any material liability under such title other than for the payment of premiums to the Pension Benefit Guaranty Corporation (“ PBGC ”);

                    6) no Employee Plan which is a “defined benefit plan” (within the meaning of ERISA) has been terminated; nor have there been any “reportable events” (as that term is defined in Section 4043 of ERISA and the regulations thereunder), other than reportable events arising directly from the Agreement or any of the transactions contemplated thereby, which would present a risk that an Employee Plan would be terminated by the PBGC in a distress termination;

                    7) each Employee Plan intended to qualify under Section 401 of the Code has received a determination letter, or an opinion or advisory letter upon which it may rely, that it is so qualified and, to the Seller’s knowledge, no event has occurred with respect to any such Employee Plan which could cause the loss of such qualification or exemption;

                    8) with respect to each Employee Plan listed in Schedule 8(i) , Seller has made available to Buyer the most recent copy (where applicable) of (1) the plan document and all amendments; (2) the most recent determination letter; (3) any summary plan description and summary of material modifications; and (4) Form 5500;

                    9) with respect to the Transferred Employees, there are no post-retirement medical or health plans, dental plans, hospitalizations, life insurance or other plans or arrangements in effect;

                    10) there are no actions, claims or investigations pending or, to the knowledge of Seller threatened, against any Employee Plan, Benefit Arrangement, or any administrator, fiduciary or sponsor thereof with respect to the Business, other than benefit claims arising in the normal course of operation of such Employee Plan or Benefit Arrangement;

                    11) the consummation of the transactions contemplated by the Agreement in and of themselves will not entitle any individual to severance pay that is payable by Buyer, and will not accelerate the time of payment or vesting, or increase the amount of any compensation or benefits due any Transferred Employee to the extent such compensation or benefits are the responsibility of Buyer;

                    12) neither the Seller nor any ERISA Affiliate has any Liability that could have become a Liability of the Buyer (partially or totally within the meaning of ERISA) from any Employee Plan; and, without limitation by reference to any other provision of

this Agreement or any schedule annexed hereto, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby shall result in a withdrawal (partial or total within the meaning of ERISA by the Seller or ERISA Affiliate) from any Employee Plan that could become a Liability; and

                    13) there are no contributions that have not been or will not be timely made to trusts in connection with “defined contribution plans” (within the meaning of Section 3(340 of ERISA) with respect to services rendered by Transferred Employees prior to the Closing Date.

          j.  Consents . Except as set forth on Schedule 8(j) , the Seller is not required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated by this Agreement.

          k.  Permits . Except as set forth on Schedule 8(k) , the Acquired Permits, true and complete copies of which have been made available to Buyer, comprise all Permits required by Applicable Law for the conduct of the Business as now conducted.

          l.  Tax Matters .

               i) Each of Seller and its Subsidiaries has timely filed all material Tax Returns that it was required to file. All such Tax Returns were correct and complete in all material respects and were prepared in material compliance with all applicable laws and regulations. All Taxes owed by Seller or any of its Subsidiaries (whether or not shown or required to be shown on any Tax Return) have been paid or Seller has made provision therefor, except such Taxes as are being contested in good faith and as to which adequate reserves have been provided in the Interim Balance Sheet. Neither Seller nor any of its Subsidiaries currently is the beneficiary of any extension within which to file any Tax Return. No claim has even been made by any authority in a jurisdiction where Seller or any of its Subsidiaries does not file Tax Returns that Seller or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. There are no liens on any of the assets of Seller and any of its Subsidiaries that arose in connection with any failure or alleged failure to pay any Tax.

               ii) Each of Seller and its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed.

               iii) Seller and its Subsidiaries do not expect any tax authority to assess any additional Taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Tax Liability of Seller and any of its Subsidiaries either (A) claimed or raised by any authority in writing or (B) as to which Seller has Knowledge.

               iv) Neither Seller nor any of its Subsidiaries has waived any statute of limitations with respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

               v) The unpaid Taxes of Seller and its Subsidiaries (A) did not, as of the most recent fiscal month end, exceed the reserve for Tax Liability set forth on the face of the most recent Balance Sheet and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with past custom and practice of Seller and its Subsidiaries in filing their Tax Returns.

               vi) None of the Assumed Liabilities is an obligation to make a payment that is not deductible under Code Section 280G.

               vii) Seller has no liability for Taxes of any person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract or otherwise.

          m.  Financial Statements .

               i) Set forth on Schedule 8(m)(i) are true and complete copies of the unaudited balance sheet of the Seller as to the Business only as of December 31, 2005 (being hereinafter referred to as the “ December 31, 2005 Balance Sheet ”), and the related unaudited internally prepared statements of operations and shareholders’ equity for the year then ended (collectively, with the December 31, 2005 Balance Sheet, the “ Financial Statements ”). The December 31, 2005 Balance Sheet fairly presents in all material respects the financial condition of the Business as of the date thereof and the other related year end statements included in the Financial Statements fairly present in all material respects the results of operations of the Business for the fiscal year then ended; and each of the Financial Statements is consistent with the financial statements utilized for the preparation of the Seller’s audited consolidated financial statements and has been prepared from and in accordance with the books and records of the Seller except as otherwise noted therein.

               ii) Set forth on Schedule 8(m)(ii) are true and complete copies of the unaudited balance sheet of the Seller as to the Business only as of September 30, 2006 (being herein referred to as the “ Interim Balance Sheet ”), and the related unaudited internally prepared statements of operations and shareholders’ equity for the fiscal period then ended (collectively, with the Interim Balance Sheet, the “ Interim Financial Statements ”). The Interim Balance Sheet fairly presents in all material respects the financial condition of the Business as of the date thereof and the other related internally prepared statements included in the Interim Financial Statements fairly present in all material respects the results of operations of the Business for the fiscal period then ended, subject to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse). Each of the Interim Financial Statements has been prepared from and in accordance with the books and records of the Seller except as otherwise noted therein.

               iii) Except as set forth on Schedule 8(m)(iii) , the Business has no liabilities or obligations of any type (whether accrued, contingent, absolute, fixed or otherwise) that are required by GAAP to be reflected or reserved against on a balance sheet prepared in accordance with GAAP principles that were not (i) fully reflected in, reserved against or

otherwise disclosed in the Interim Balance Sheet or (ii) incurred since September 30, 2006 in the Ordinary Course of Business and not in breach of this Agreement.

               iv) Notwithstanding anything to the contrary set forth herein, the Seller makes no representation or warranty in this Section 8(m) with respect to the adequacy of its reserves against accounts receivable. Liability of Seller to Buyer, if any, for the inadequacy of such reserves shall only be as provided by Section 7 in connection with the Purchase Price adjustment.

          n.  Events Subsequent to Interim Balance Sheet . Since the date of the Interim Balance Sheet the Seller has not, with respect to the Business or the Assets:

               i) engaged in any practice, taken any action, or entered into any transaction with respect to the Business outside the Ordinary Course of Business;

               ii) sold, transferred, conveyed, assigned or otherwise disposed of any of the Assets, except sales of Inventory, machinery and equipment in the Ordinary Course of Business;

               iii) waived, released or canceled any claims against third parties or debts owing to it or any rights which have any value, other than credits, reductions of claims, discounts and similar concessions to customers in the Ordinary Course of Business;

               iv) made any changes in its accounting systems, policies, principles or practices;

               v) suffered or permitted the creation of any security interest over any of the Assets other than in the Ordinary Course of Business or Permitted Encumbrances; or

               vi) entered into any transaction or arrangement of any kind, including transactions or arrangements in the Ordinary Course of Business as contemplated by Sections 8(n)(i)-(v) , that (i) requires or reasonably may in the future require the Seller to pay or guarantee amounts or transfer assets or interests having fair market value in excess of in the aggregate $75,000, (ii) has a term, or requires the performance of any obligations by the Seller over a period, in excess of one year, or (iii) involves any director, officer or employee of the Seller or any of the Affiliates of such individuals or any Affiliate of the Seller.

          o.  Real Property . Schedule 8(o) sets forth a true and complete list of all ITS Leases which constitute the only Leases currently in effect with respect to the Business. Other than the office and yard space currently occupied by the Business located at 2801 SW 46th Avenue, Fort Lauderdale, Florida, parts of which are used exclusively by the Business, Seller has no Owned Real Property used exclusively by the Business.

          p.  Intellectual Property . Schedule 2(c) sets forth a complete list of the Acquired Intellectual Property and whether it is licensed to or owned by Seller. Except as set forth on Schedule 8(p) and except for Excluded Assets:

          i) to the Knowledge of the Seller, the conduct of the Business by the Seller does not currently infringe on any material Intellectual Property of any other Person;

          ii) as of the date of this Agreement, no action is pending or, to the Knowledge of the Seller, has been threatened against the Seller regarding the infringement by the Business of any material Intellectual Property owned by any other Person;

          iii) to the Knowledge of the Seller, as of the date of this Agreement there is no current infringement or unauthorized use by any other Person of any material Acquired Intellectual Property; and

          iv) Seller is not in material default or material breach of any license to any Acquired Intellectual Property that would give rise to any right of termination; to the Knowledge of Seller, no other party thereto is in default or breach thereof; and no such Intellectual Property license is the subject of any notice of termination given or threatened.

          q.  Powers of Attorney . There are no outstanding powers of attorney relating to the Business.

          r.  Insurance . The Seller maintains insurance for the Business reasonable in amounts and coverage for a business of its size and character. Schedule 8(r) sets forth a true, accurate and complete list of all claims (other than health and related claims) that have been made by Seller within the past year under any workmen’s compensation, general liability, property or other insurance policy held by Seller or its Affiliates with respect to the Assets or the operations of the Business. Except as set forth on Schedule 8(r) , there are no pending or, to the Knowledge of Seller, prospective claims under any insurance policy with respect thereto. Such claim information includes the following information with respect to each accident, loss or other event: (i) the identity of the claimant; (ii) the date of the occurrence and (iii) the status as of the report date.

          s.  Accounts Receivable . Each Acquired Receivable represents a valid obligation arising from a sale actually made or services actually performed by Seller in the Ordinary Course of Business. Except as set forth on Schedule 8(s) , Seller has performed all of its obligations required thereby to deliver the goods or perform the services to which such account receivable relates.

          t.  Condition and Sufficiency of Assets . The Assets constitute all the assets, properties and rights that are required for or (except for the Excluded Assets and Inventory sold in the Ordinary Course of Business and assets used to provide services to Buyer pursuant to the Transition Services Agreement) currently used in connection with the conduct of the Business as it is presently conducted and has been conducted since the date of the Interim Balance Sheet.

          u.  Inventory . The Acquired Inventory is all of the Inventory of the Business, other than Inventory sold in the Ordinary Course of Business.

          v.  Customers and Suppliers .

               i) Schedule 8(v)(i) sets forth a true, accurate and complete list of:

                    1) the twenty (20) largest customers of the Business in terms of revenue earned during the period beginning January 1, 2006 and ending on September 30, 2006 (collectively, the “ Major Customers ”); and

                    2) the twenty (20) largest suppliers of the Business in terms of purchases during the period beginning January 1, 2006 and ending on September 30, 2006 (collectively, the “ Major Suppliers ”).

               ii) Since the date of the Interim Balance Sheet, except as set forth on Schedule 8(v)(ii) , there has been no material dispute, between Seller or any of its Affiliates and any Major Customer or Major Supplier and no Major Customer or Major Supplier has communicated to Seller in writing that it intends to reduce materially its purchases from, or sales to, the Business.

          w.  Environmental Matters . Except as set forth on Schedule 8(w) :

               i) Permits . The Seller possesses all Environmental Permits necessary in order to conduct the Business as it is now being conducted (the “ ITS Environmental Permits ”). A true and complete copy of each ITS Environmental Permit has been made available to Buyer. Each ITS Environmental Permit is in full force and effect. The Seller is in compliance, in all material respects, with all requirements, terms and provisions of the ITS Environmental Permits, and has filed on a timely basis (and updated as required) all reports, notices, applications or other documents required to be filed pursuant to the Environmental Permits.

               ii) Compliance With Environmental Laws . With respect to the operation of the Business, the Seller is in compliance with all Environmental Permits and Environmental Laws.

               iii) Reports, Disclosures and Notifications . The Seller has prepared and filed on a timely basis (and updated as required) all reports, disclosures, notifications, applications, pollution prevention, stormwater prevention or discharge prevention or response plans or other emergency or contingency plans required to be filed under Environmental Laws, with respect to the Business or any of Seller’s operations at the Property, including without limitation, Title III of the Superfund Amendments and Reauthorization Act, 42 U.S.C. §11001 et seq. Schedule 8(w)(iii) lists all such reports, disclosures, notifications, applications and plans filed by Seller with respect to the Business under Environmental Laws. Copies of all such reports, disclosures, notifications, applications and plans made available to Buyer are true, accurate and complete.

               iv) Notices . The Seller has not received any written notice from any Governmental Authority that Seller or the Properties: (1) is in violation of the requirements of any Environmental Permit or Environmental Laws; (2) is the subject of any suit, claim, proceeding, demand, order, investigation or request or demand for information arising under any Environmental Permit or Environmental Laws; or (3) has actual or potential liability under any

Environmental Laws, including without limitation, CERCLA, RCRA or any comparable state or local Environmental Laws.

               v) No Reporting or Remediation Obligations . There are no Environmental Conditions arising out of or relating to Seller, the Business, or the use, operation or occupancy by Seller of the Properties that result or reasonably could be expected to result in (1) any obligation of Seller to file any report or notice, to obtain any Environmental Permit, to conduct any investigation, sampling or monitoring or to effect any environmental cleanup or remediation, whether on-site or offsite; or (2) liability, either to governmental agencies, including Environmental Authorities, or third parties, for damages (whether to person, property or natural resources), cleanup costs or remedial costs of any kind or nature whatsoever.

               vi) Liens and Encumbrances . No federal, state, local or municipal governmental agency or authority, including without limitation any Environmental Authority, has obtained or asserted an encumbrance or lien upon the Properties or the Assets as a result of any Release, use or cleanup of any Hazardous Material for which Seller is legally responsible, nor has any such Release, use or cleanup occurred which could result in the assertion or creation of such a lien or encumbrance.

               vii) Storage, Transport or Disposal of Hazardous Materials .

                    1) To Seller’s Knowledge, there is not now nor has there ever been located on the Properties any areas or vessels used or intended for the treatment, storage, deposit or disposal of Hazardous Materials, including, but not limited to, drum storage areas, surface impoundments, incinerators, landfills, tanks, lagoons, ponds, waste piles or deep well injection systems, other than quantities of materials regularly used for routine maintenance and cleaning of the Properties in the Ordinary Course of Business that are used and stored in compliance, in all material respects, with Environmental Laws.

                    2) The Seller has not transported for storage, treatment or disposal, by contract, agreement or otherwise, or arranged for the transportation, storage, treatment or disposal, of any Hazardous Material at or to any location including, without limitation, any location used for the treatment, storage or disposal of Hazardous Materials.

          x.  Labor Relations; Employees .

               i) Except as set forth in Schedule 8(c)(i) , there is no labor strike, work stoppage, arbitration, lawsuit or administrative proceeding relating to labor or employment matters, or other labor dispute pending, or to the Knowledge of Seller, threatened against the Seller with respect to the Business. The Seller is in compliance with all applicable laws, regulations, orders and agreements to which it is a party, relating to the employment of labor, wages and hours, labor relations, civil rights, safety and health, and/or workers’ compensation;

               ii) The Seller is not now and never has been a party to or bound by any collective bargaining agreement or union contract which covers or covered the employees of the Business;

               iii) No employee of the Business is party to an employment agreement with the Seller.

          y.  Limitations on Representations and Warranties .

               i) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 8 , THE SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT MADE OR INFORMATION COMMUNICATED (WHETHER ORALLY OR IN WRITING) TO THE BUYER (INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO BUYER OR ANY OF ITS AFFILIATES BY ANY SHAREHOLDER, PARTNER, DIRECTOR, OFFICER, EMPLOYEE, ACCOUNTING FIRM, LEGAL COUNSEL, OR OTHER AGENT, CONSULTANT, OR REPRESENTATIVE OF SELLER).

               ii) THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES TO THE BUYER EXCEPT AS CONTAINED IN THIS SECTION 8 , AND ANY AND ALL STATEMENTS MADE OR INFORMATION COMMUNICATED BY SELLER OR ITS REPRESENTATIVES OUTSIDE OF THIS AGREEMENT (INCLUDING BY WAY OF THE DOCUMENTS CONTAINED IN THE DATA ROOM), WHETHER VERBALLY OR IN WRITING, ARE DEEMED TO HAVE BEEN SUPERSEDED BY THIS AGREEMENT, IT BEING INTENDED THAT NO SUCH PRIOR STATEMENTS OR COMMUNICATIONS SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT.

     9.  Buyer’s Representations and Warranties . Buyer represents and warrants to Seller as follows:

          a.  Status and Authority . Buyer is, and at the Closing will be, a limited liability company, duly organized, validly existing, and in good standing under the laws of the State of Delaware with full limited liability company power and authority to conduct business as contemplated to be conducted. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been validly authorized by all appropriate limited liability company action. This Agreement has been duly and validly executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer, enforceable against it in accordance with its terms.

          b.  Litigation . There are no suits, actions, claims, arbitrations, administrative, or other proceedings or governmental investigations pending or threatened against or affecting Buyer in any court or before or by any federal, state, local, or other governmental department or agency that seek to restrain or prohibit the consummation, legality or validity of this Agreement or the transactions contemplated hereby or which would materially impair the ability of the Buyer to consummate such transactions.

          c.  Agreement Not in Breach of Other Instruments . The execution and delivery of this Agreement by Buyer, the consummation by Buyer of the transactions

contemplated hereby, and the fulfillment by Buyer of the terms hereof, will not violate any provision of the formation or operating documents of Buyer nor will they result in the breach of any term or provision of, or constitute a default under, or conflict with, or cause the acceleration of any obligation under, any loan agreement, note, debenture, indenture, mortgage, deed of trust, lease, contract, agreement, or other obligation of any description to which Buyer is a party or by which it is bound, or constitute a violation of Applicable Law.

          d.  Investment Intent . The Buyer has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its purchase of the Assets, and the Buyer is capable of bearing the economic risks of such investment, including a complete loss of its investment. In evaluating the suitability of the investment, the Buyer has relied solely upon the representations, warranties, covenants and agreements made by the Seller herein and the Buyer has not relied upon any other representations or other information (whether oral or written and including any projections or supplemental data) made or supplied by or on behalf of the Seller or any Affiliate, employee, agent or other representative of the Seller.

          e.  No Knowledge of Misrepresentations or Omissions . Buyer has no actual knowledge as of the date hereof that the representations and warranties of the Seller in this Agreement, as modified by the disclosures set forth in the Disclosure Schedules, are not true and correct in all material respects, or that there are any material errors in, or material omissions from, the disclosures set forth in the Disclosure Schedules.

          f.  Solvency . Upon and immediately after the consummation of the transactions contemplated by this Agreement and the incurrence of any indebtedness for borrowed money used to finance such transactions, the assets of the Buyer will exceed the liabilities of the Buyer. In connection with the consummation of the transactions contemplated by this Agreement and the incurrence of any indebtedness for borrowed money used to finance such transactions, the Buyer will not incur debts that are beyond its ability to pay as such debts mature and Buyer will have sufficient cash flows to perform all of its obligations hereunder and pursuant to the General Agreement of Indemnity.

          g.  Inspections . Buyer acknowledges that Seller has made no representation or warranty as to the prospects, financial or otherwise, of the Business except as expressly set forth in this Agreement. Buyer agrees that it shall accept the Assets and the Assumed Liabilities as they exist on the Closing Date based on Buyer’s inspection, examination, determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to Seller, except as expressly set forth in the Agreement.

     10. Survival . All of the representations and warranties of Seller contained in Sections 8(a), (b) (as to the first two sentences), (g)(i) and (l) and Section 20 , and all of the representations and warranties of Buyer contained in this Agreement shall survive the Closing without time limit, subject to any applicable statute of limitation. All other representations and warranties of Seller contained elsewhere in this Agreement or in any certificate delivered pursuant hereto shall survive the Closing and continue in full force and effect for a period of eighteen (18) months

thereafter. The covenants and agreements made in Sections 10, 18, 20 and 21 shall survive in full force and effect indefinitely, and the covenants and agreements made in Section 11(a)(iv) shall survive in full force and effect until the expiration provided for such covenants.

     11.  Seller’s Covenants . Seller agrees that, between the date hereof and the Closing Date, inclusive, unless otherwise consented to in writing by the Buyer:

          a.  Accuracy of Representations and Warranties . Seller shall