EXHIBIT 10.17 CLOSING AND ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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WASTE REDUCTION OF SOUTH CAROLINA, INC. | WCA SHILOH LANDFILL, L.L.C | WASTE REDUCTION OF SOUTH CAROLINA, INC

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Title: EXHIBIT 10.17 CLOSING AND ASSET PURCHASE AGREEMENT
Governing Law: South Carolina Date: 3/24/2005
Law Firm: Leatherwood Walker Todd & Mann, P.C.

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EXHIBIT 10.17

*** Indicates material has been omitted pursuant to a Confidential Treatment

Request filed with the Securities and Exchange Commission. A complete copy of

this Agreement has been filed with the Securities and Exchange Commission.

CLOSING AND ASSET PURCHASE AGREEMENT

THIS CLOSING AND ASSET PURCHASE AGREEMENT (the "Agreement") is executed

and delivered as of this 30th day of November, 2004 between WCA SHILOH LANDFILL,

L.L.C., a Delaware limited liability company ("Buyer"); WASTE REDUCTION OF SOUTH

CAROLINA, INC., a South Carolina corporation ("Seller"); and GARY W. SEYMORE, an

individual ("Seymore") (Seymore is hereinafter referred to as the

"Shareholder").

PREMISES:

WHEREAS, Seller operates a construction and demolition waste collection,

transportation, recycling and disposal business located in and around

Greenville, South Carolina (the "Business"); and

WHEREAS, Buyer desires to purchase and acquire certain assets, properties

and contractual rights of Seller used in connection with the Business and Seller

desires to sell such assets, properties and contractual rights to Buyer, all in

accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Shareholder holds all of the outstanding shares of capital stock

of Seller and Buyer is unwilling to enter into this Agreement without the

covenants and promises of Shareholder herein set forth; and

WHEREAS, a material condition of Buyer entering into this Agreement is

Shareholder entering into certain agreements on behalf of Shareholder and other

businesses of the Shareholder, including but not limited to that certain

Purchase and Sale of Assets Agreement of even date herewith by and between

Buyer, Shareholder, and Waste Reduction of South Carolina, Inc, (collectively,

the "Auxiliary Agreement").

NOW, THEREFORE, in consideration of Ten Dollars ($10), the mutual promises

and covenants herein contained and other good and valuable consideration,

received to the full satisfaction of each of them, the parties hereby agree as

follows:

AGREEMENT:

ARTICLE 1. SALE OF ASSETS

SECTION 1.1 DESCRIPTION OF ASSETS. Upon the terms and subject to the

conditions set forth in this Agreement, Seller does hereby grant, convey, sell,

transfer and assign to Buyer all of its right, title and interest in and to all

of the assets, properties and contractual rights owned by

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Seller or used by Seller in connection with the Business, wherever located,

except for the Excluded Assets (as hereinafter defined), including, but not

limited to, the following:

(a) all equipment used or for use in the operation of the

Business, including, without limitation, the equipment listed on Schedule

1.1(a) attached hereto and made a part hereof (the "Equipment");

(b) all of the motor vehicles used or for use in the Business, and

all radios, attachments, accessories and materials handling equipment now

located in or on such motor vehicles (the "Rolling Stock"), as the same

are listed and more completely described by manufacturer, model number and

model year on Schedule 1.1(b), attached hereto and made a part hereof;

any and all agreements (whether oral or in writing) with Seller's

customers as of the Closing Date which relate to the operation or conduct

of the Business (the "Customer Accounts"), and (ii) any and all leases,

contracts, advertising materials, license agreements, and other

agreements, arrangements and/or commitments which are related to the

Assets (as hereinafter defined), the Business and/or the Customer Accounts

(the "Third Party Contracts" and, together with the Customer Accounts, the

"Contracts"), except for such Third Party Contracts obligating the Seller

to deliver any waste to any disposal facility or to any such third party

(which shall be Retained Liabilities, as described more fully in Section

7.1 herein) ; and true and complete copies of each of the Contracts which

is in writing shall be delivered to Buyer on or prior to the execution and

delivery of this Agreement by Seller and Shareholder;

(d) to the extent assignable, all of Seller's manual and automated

routing and billing information, data and components thereof, including

without limitation all information and all routing and billing computer

software and programs containing any information regarding Customer

Accounts;

(e) all computer hardware, software, office equipment and related

information technology assets (including licenses) except for those listed

on Schedule 1.2(g);

(f) all of Seller's inventory of parts, tires and accessories of

every kind, nature and description to the extent that the same is used or

for use in connection with the Assets (the "Inventory");

(g) all right, title and interest of Seller in and to any and all

of Seller's customer lists, vendor lists, supplier lists, trade secrets,

proprietary rights, symbols, trademarks, service marks, logos and trade

names and other instruments used in connection with, or related to, the

Business, the Assets and/or the Customer Accounts (the "Intangible

Rights") ;

(h) to the extent assignable, all of Seller's permits,

qualifications, licenses, franchises, consents and other approvals

relating to the Business (the "Permits"), true and complete copies of

which are attached hereto on Schedule 1.1(h);

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(i) all right, title and interest of Seller in and to the name

"Waste Reduction of South Carolina" (the "Business Name") and all rights

of Seller to use the Business Name in the conduct of the Business or

otherwise;

(j) all of Seller's existing books and records, documents, files

and other material related to all current or past customers of the

Business;

(k) all right, title, and interest of Seller in and to the

telephone numbers (864) 845-8355, (864) 269-3548 and (877) 872-7429 which

are used by Seller in the conduct of the Business;

(l) [Intentionally Deleted]

(m) all of the goodwill of the Business.

All of the foregoing assets, properties and contractual rights are hereinafter

sometimes collectively called the "Assets."

SECTION 1.2 EXCLUDED ASSETS. The parties agree that there shall be

excluded from the Assets the following which are not being sold to Buyer

pursuant to this Agreement (the "Excluded Assets"):

(a) all cash on hand and on deposit of Seller, except as set forth

in Section 1.4 hereof;

(b) accounts payable of Seller ("Accounts Payable") (i) as of the

close of business on the day immediately preceding the Closing (as defined

herein) and (ii) attributable to the operation of the Business prior to

the Closing Date (as defined herein);

payment of money and all rights in and to any returned, reclaimed and

repossessed goods, together with all rights, claims, counterclaims,

titles, securities, security interests, liens and guaranties evidencing,

securing, guaranteeing payment of, relating to or otherwise with respect

to such accounts receivable and all rights, including any rights to

recoupment, recovery, reclamation and resale to the extent they exist

prior to the Closing (the "Accounts Receivable").

(d) all trip tickets for services performed prior to the Closing;

provided Buyer shall upon prior reasonable notice have access to such

after closing for legitimate business reasons.

(e) all contracts and contractual rights and obligations of Seller

(whether oral or in writing) which are not related to the Customer

Accounts, the Assets and/or the Business or which the parties have agreed

to exclude as more specifically set forth on Schedule 1.2(d) hereto; and

(f) all employment or consulting agreements to which Seller is a

party or by which Seller is bound.

(g) all computer hardware, software, office equipment and related

information, technology assets (including licenses) listed on Schedule

1.2(g);

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(h) all minute books, stock records and corporate seals;

(i) all fuel receipts;

(j) all insurance policies and rights thereunder;

(k) all personnel records and other records that Seller is

required by law to retain in its possession;

(l) all claims for refund of taxes of any kind and nature and

other governmental charges of whatever nature;

(m) all rights in connection with and assets of any employee

benefit plans of Seller;

(n) all rights to indemnity from third parties under contracts or

at law or in equity arising out of acts, omissions and events occurring

preclosing;

(o) all rights of Seller under this Agreement and any agreements

executed in connection herewith;

(p) any items listed on Schedule 1.2(p).

SECTION 1.3 NON-ASSIGNMENT OF CERTAIN CONTRACTS. Notwithstanding anything

to the contrary in this Agreement, to the extent that the assignment hereunder

of any Contract shall require the consent of any third party, neither this

Agreement nor any action taken pursuant to its provisions shall constitute an

assignment or an agreement to assign if such assignment or attempted assignment

would constitute a breach thereof or result in the loss or diminution thereof;

provided, however, that in each such case, Seller shall use its best efforts to

obtain the consent of such other party to such assignment to Buyer. If such

consent is not obtained, Seller shall cooperate with Buyer in any reasonable

arrangement designed to provide Buyer with the benefits under any such Contract,

and enforcement, for the account and benefit of Buyer, of any and all rights of

Seller against any other person arising out of the breach or cancellation of any

such Contract by such other person, or otherwise. Attached hereto as Schedule

1.3 is a list of each Contract which may requires the consent of a third party

to the assignment thereof. Buyer shall identify with an asterisk which Contracts

Buyer will require a consent be obtained prior to closing. If any such consent

shall not be obtained, Buyer shall have the right to terminate.

SECTION 1.4 PRORATION OF CASH ON HAND. The parties shall prorate, as of

the close of business on the Closing Date, all cash on hand or on deposit with

Seller consisting of sums paid to Seller pursuant to the advance billing

practice of Seller or otherwise representing a prepayment to Seller for services

to be rendered after the Closing related to the Business (the "Prepaid

Accounts"). Seller shall be entitled to all cash on hand or on deposit related

to services performed on or before the close of business on the date of Closing

and Buyer shall be entitled to all cash on hand or on deposit related to

services to be performed after the Closing Date.

SECTION 1.5 CHANGE OF NAME. On the Closing Date, Seller shall discontinue

any use of the Business Name and/or any name similar to the Business Name, or

any other symbol,

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trademark, service mark, logo or trade name now used by Seller in the conduct of

the Business. On the Closing Date, Seller shall deliver to Buyer, in form

suitable for filing, such certificates, consents and other documents as are

necessary to effect the transfer of the registration of the Business Name to

Buyer in South Carolina and any other jurisdiction in which the Business is

operated on or prior to the Closing Date, and Seller shall grant to Buyer any

consents and take any other and further action, all at Seller's own expense,

requested by Buyer to enable Buyer to reserve or register any such name for use

by Buyer in South Carolina or any other jurisdiction in which the Business is

operated on or prior to the Closing Date.

SECTION 1.6 POST CLOSING ACCOUNTS RECEIVABLE. The parties acknowledge that

payments on preclosing invoices will be directed to be paid to Seller's post

office box and post closing invoices of Buyer will direct payment to be paid to

a different post office box. Consequently, in all likelihood Seller will receive

payments that should be directed to Buyer and Buyer will receive payments that

should be directed to Seller. Each party agrees that any payments received by it

which are property of the other shall be held in trust for the benefit of the

other. No less frequently than weekly, each party shall account to the other

for any such payments received by either delivery any checks received (enclosed

is necessary) or remitting a sum equal to the amount received.

ARTICLE 2. PURCHASE PRICE

SECTION 2.1 PURCHASE PRICE. The Total Purchase Price for the Assets is ***

DOLLARS ($***) (the "Cash Purchase Price"). Subject to Sections 2.2 , 2.3, and

2.5 below, at Closing, Buyer shall pay to Seller in immediately available funds

the sum of *** DOLLARS ($***),

SECTION 2.2 [Intentionally Deleted]

SECTION 2.3 PAYMENT OF DEBTS OF SELLER. Seller agrees that on the Closing

Date all of the Assets (whether owned or leased) shall be delivered to Buyer

free of all debts, liens and other encumbrances whatsoever (including bank debt,

lease payments and lease end buy-out provisions) other than the obligation (and

lien associated therewith) as described in Section 7.2(d). At Seller's request

and direction, Buyer agrees to cause a portion of the Cash Purchase Price

otherwise payable to Seller on the Closing Date to be paid directly to creditors

of Seller. Set forth on Schedule 2.3 is a list of all debts, liens and other

encumbrances relating to the Assets together with their respective payoff

amounts as of the Closing Date.

SECTION 2.4 [Intentionally Deleted]

SECTION 2.5 ALLOCATION OF CONSIDERATION BETWEEN AGREEMENTS. The parties

agree that the total consideration for the transactions contemplated in this

Agreement, together with the transactions contemplated in the Auxiliary

Agreement, is $11,013,000.00. The parties will allocate the purchase price among

the agreements prior to the Closing Date. A portion of the purchase price paid

under the Auxiliary Agreement is a Convertible Note as defined in Section 2.4

thereof and is the Convertible Note referred to herein

ARTICLE 3. CLOSING

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SECTION 3.1 TIME AND PLACE OF CLOSING. The closing of the transaction

contemplated herein shall take place at the offices of Leatherwood Walker Todd &

Mann, P.C. (the "Closing") on November 30, 2004 (the "Closing Date") at 10:00

a.m. local time, or such other time and place to which the parties may agree in

writing, and shall be effective for all purposes as of 12:01 a.m. local time, on

December 1, 2004.

SECTION 3.2 PAYMENT OF TAXES AND OTHER CHARGES.

(a) At the Closing, the parties shall equally divide, and each pay

one-half of all real property transfer, sales, value added, use,

documentary stamp, recording charges and other taxes imposed or required

to be collected by any federal, state or local taxing authority in the

United States in connection with the transfer of the Acquired Assets. Each

of Buyer and Seller shall prepare and file, and shall fully cooperate with

the other party with respect to such preparation and filing of, any

returns and other filings relating to any such taxes, fees, charges, or

transfers, as may be required.

(b) For federal income tax purposes, the parties agree that the

aggregate purchase price is to be allocated as agreed upon by the parties

hereto as set forth on a Form 8594 to be agreed to by Buyer and Seller at

Closing. The Form 8594 delivered at Closing shall be based upon the

Closing Balance Sheet and subject to post-Closing adjustments by agreement

of the parties or as directed by a "Big Four" accounting firm mutually

acceptable to Seller and Buyer. The parties agree to be bound for all

purposes by such allocation and to file the Form 8594 without change with

the IRS.

responsible for all taxes attributable to or incurred by the Business

after the Closing.

SECTION 3.3 CONDITIONS TO CLOSING.

(a) BUYER'S CONDITIONS TO CLOSING. Buyer's obligation to close the

transaction contemplated herein shall be subject to the following

conditions precedent:

(i) The representations and warranties of Seller and

Shareholder contained in this Agreement and the Auxiliary Agreement

shall be true and correct in all material respects on the Closing

Date, except that any such representation and warranty made as of a

specified date (other than the date of this Agreement) shall have

been true and correct in all material respects on and as of such

date;

(ii) Seller and Shareholder shall have performed in all

material respects all obligations and agreements and complied with

all covenants contained in this Agreement and the Auxiliary

Agreement, or in any documents delivered in connection herewith,

that are required to be performed and complied with by it or him, as

applicable, on or before the Closing Date;

(iii) Buyer shall have received a certificate from Seller and

Shareholder, executed on behalf of Seller by its duly authorized

officer, and by

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Shareholder, individually, certifying that the conditions specified

in Sections 3.3(a)(i) and 3.3(a)(ii) have been satisfied (the

"Seller's Closing Certificate");

(iv) No suits, actions or other proceedings shall have been

filed by any party seeking to prevent the Closing or otherwise

restrain the transaction contemplated herein or seeking damages in

connection therewith;

(v) Buyer shall, in its reasonable discretion, be satisfied

with the results of Buyer's due diligence with respect to the

Assets;

(vi) Seller shall have obtained and delivered to Buyer all

written consents of the other party to each Contract which Buyer has

indicated consent is required to be obtained prior to closing;

(vii) Buyer shall have received approval of this Agreement by

its Board of Directors;

(viii) Buyer shall have received approval of this Agreement by

the Board of Directors of WCA;

(ix) Buyer shall have received approval of this Agreement by

Wells Fargo Bank, N.A., as Agent for Buyer's lenders;

(x) Seller shall have provided evidence satisfactory to

Buyer that, as of the Closing Date, Seller has all permits, licenses

and governmental approvals of whatever kind and nature which have

been necessary for the operation of the Assets shall have been

granted and are in full force and effect;

(xi) There shall have occurred no material damage,

destruction, loss, or material adverse change in the condition of

the Assets (whether or not covered by insurance) between the

execution date of this Agreement and the Closing; and

(xii) The Closing of the Auxiliary Agreement shall have

closed or be closing contemporaneously with the Closing of this

Agreement.

(b) SELLER'S CONDITIONS TO CLOSING. Seller's obligation to close

the transaction contemplated herein shall be subject to the following

conditions precedent:

(i) The representations and warranties of Buyer contained in

this Agreement and in the Auxiliary Agreement shall be true and

correct in all material respects on the Closing Date with the same

effect as if they were made on and as of the Closing Date, except

that any such representation and warranty made as of a specified

date (other than the date of this Agreement) shall have been true

and correct in all material respects on and as of such date;

(ii) Buyer shall have performed in all material respects all

obligations and agreements and complied with all covenants contained

in this Agreement and in the Auxiliary Agreement, or in any

documents delivered in connection herewith, that are required to be

performed and complied with by it on or before the Closing Date;

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(iii) Seller shall have received a certificate from Buyer,

executed on behalf of Buyer by its duly authorized officer,

certifying that the conditions specified in Sections 3.3(b)(i) and

3.3(b)(ii) have been satisfied (the "Buyer's Closing Certificate");

(iv) No suits, actions, or other proceedings shall have been

filed by any third party seeking to prevent the Closing or otherwise

restrain the transaction contemplated herein or seeking damages in

connection therewith: and

(v) The Closing of the Auxiliary Agreement shall have closed

or be closing contemporaneously with the Closing of this Agreement.

SECTION 3.4 DELIVERIES BY SELLER AND SHAREHOLDER. At the Closing, Seller

and Shareholder shall deliver to Buyer:

(a) a General Conveyance, Assignment and Bill of Sale in the form

attached hereto as Exhibit B, duly executed by Seller (the "Bill of

Sale");

(b) a list of all customers of Seller for whom Seller has

performed services since 1996;

Buyer to Seller of the Cash Purchase Price;

(d) a release in the form attached hereto as Exhibit C-1, duly

executed by each of Seller and Shareholder, releasing Buyer from any and

all claims it or he may have against Buyer or the Assets (exclusive of any

claims arising pursuant to this Agreement or in connection with the

transaction);

(e) a consent to assignment in a form reasonably satisfactory to

Buyer executed by the third party to any contract identified by Buyer

pursuant to Section 1.3;

(f) the documents evidencing the change of name of Seller as

required by Section 1.5 in form to be filed subsequent to closing;

(g) all keys to Rolling Stock and Equipment in the Seller's

possession (properly tagged for identification);

(h) such resolutions, authorizations, certified Articles of

Incorporation and Bylaws relating to Seller as are necessary or required

by Buyer in connection with this transaction and including (i) Seller's

Articles of Incorporation certified by the South Carolina Secretary of

State; (ii) Seller's Secretary Certificate as to incumbency and specimen

signatures, the resolutions authorizing this Agreement, its Articles of

Incorporation and Bylaws; and (iii) a Certificate of Existence from the

Secretary of State of South Carolina;

(j) originals of Customer Contracts;

(k) a Transition Agreement substantially in the form of Exhibit

3.4(k);

(l) [Intentionally Deleted]

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(m) the Seller's Closing Certificate, as contemplated under

Section 3.3(a)(iii), duly executed by each of Seller and Shareholder; and

(n) [Intentionally Deleted]

(o) all other documents, instruments and writings reasonably

requested by Buyer to be delivered by Seller at or prior to the Closing.

SECTION 3.5 DELIVERIES BY BUYER. At the Closing, Buyer shall deliver to

Seller:

(a) the Cash Purchase Price, less the ratable share of the Earnest

Money applicable to this Agreement pursuant to Section 2.2, and the funds

payable to Seller's creditors pursuant to Section 2.3;

(b) the Convertible Note;

Organization, Limited Liability Company Agreement, Certificate of

Incorporation and By-Laws relating to Buyer and WCA as are necessary or

required by Seller in connection with this transaction and including (i)

Buyer's and WCA's Certificate of Organization and Certificate of

Incorporation certified by the Delaware Secretary of State; (ii) Buyer's

and WCA's Secretary Certificate as to incumbency and specimen signatures,

the resolutions authorizing this Agreement, its Certificate of

Organization and Limited Liability Company Agreement; and (iii) a Good

Standing Certificate of Buyer and of WCA from the Delaware Secretary of

State;

(d) the Buyer's Closing Certificate, as contemplated under Section

3.3(b)(iii), duly executed by Buyer; and

(e) all other documents, instruments and writings reasonably

requested by Seller to be delivered by Buyer at or prior to the Closing.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES

OF SELLER AND SHAREHOLDER

SECTION 4.1 Seller and Shareholder, jointly and severally, represent and

warrant to Buyer that:

(a) AUTHORITY.

(i) Seller is a duly organized and validly existing South

Carolina corporation, duly qualified or authorized to do business in

the State of South Carolina and in each jurisdiction in which such

qualification or authorization is required except where failure to

be so qualified or licensed would not have a material adverse effect

on the Assets or the Business. The execution and delivery of this

Agreement, the consummation of the transactions contemplated hereby

and the compliance by Seller and Shareholder with the terms of this

Agreement do not and will not conflict with or result in a breach of

any terms of, or constitute a

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default under, the Articles of Incorporation or Bylaws of Seller, or

any instrument or other agreement to which Seller or Shareholder is

a party or by which Seller or Shareholder, or any of their

respective properties or assets, is bound. This Agreement

constitutes a valid obligation of Seller and Shareholder enforceable

against Seller and Shareholder in accordance with its terms except

as may be limited by applicable bankruptcy, insolvency, moratorium

or similar laws of general application relating to or affecting

creditor's rights generally and except for the limitations imposed

by general principles of equity.

(ii) Shareholder is competent, under no duress or legal

restraint, and has all necessary authority to enter into this

Agreement, perform Shareholder's obligations hereunder and

consummate the transactions contemplated hereby.

(iii) Seller has the full power and authority to enter into

this Agreement and to consummate the transactions contemplated

hereby. Seller has taken all action necessary to approve the sale of

the Assets to Buyer, including Shareholder approvals, if necessary,

and except as otherwise set forth herein, no other authorization or

approval is required for any of the foregoing.

(iv) All of the issued and outstanding shares of capital

stock of Seller are owned of record and beneficially by the

Shareholder, free and clear of all liens, security interests and

encumbrances whatsoever.

(v) Seller does not have any subsidiaries or any other

equity interest in any limited liability company, corporation,

partnership or similar entity.

(b) COMPLIANCE WITH LAW. To Seller's knowledge, neither Seller nor

any Shareholder is in default under any applicable federal, state or local

laws, statutes, ordinances, permits, licenses, orders, approvals,

variances, rules or regulations or judicial or administrative decisions

("Applicable Laws") which would have a material adverse effect upon the

Assets or the Business. Seller has been granted all material licenses,

permits, consents, authorizations and approvals from federal, state and

local government regulatory bodies necessary or desirable to carry on the

Business, all of which are currently in full force and effect. To Seller's

knowledge, the operation, conduct and ownership of the properties, assets

and Business of Seller are being, and at all times have been, conducted in

compliance with all Applicable Laws in all material respects. No notice

from any governmental body has been served upon or given to Seller

claiming that the Business or any of the Assets is not in conformity with

any Applicable Law.

accurate list of all Equipment used or for use in connection with the

Business. In the aggregate, the Equipment including the Rolling Stock is

sufficient to conduct the business as historically conducted.

(d) ROLLING STOCK. Listed on Schedule 1.1(b) hereto is a complete

and accurate list of all Rolling Stock.

(e) CONTRACTS AND LEASES. Listed on Schedule 4.1(e) hereto is a

complete and accurate list of all of the Contracts as of the date hereof

(i) with all Customers from

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which five percent (5%) or more of the Business' average monthly revenue

is derived, or (ii) other than customer agreements entered into in the

ordinary course of business by which the Seller is or the Assets are

bound. Also listed on Schedule 4.1(e) hereto is a complete and accurate

list of all of the leases as of the date hereof which will be assumed by

Buyer (the "Assumed Leases"). Except to the extent consent to assignment

may be required as indicted in Section 1.3 and except as set forth on

Schedule 4.1(e), all Contracts and Assumed Leases are (and unless

terminated by a party in accordance with its terms will be immediately

following the Closing) in full force and effect and are valid, binding and

enforceable against the respective parties thereto in accordance with

their respective provisions. Seller is not in material default under any

of the Contracts or Assumed Leases; nor has there occurred an event or

condition (including Seller's execution and delivery of or performance

under this Agreement) which with the passage of time or the giving of

notice (or both) would constitute a material default under any obligation

under any of the Contracts or Assumed Leases; no claim of such a default

has been asserted and there is no reasonable basis upon which such a claim

could validly be made. To the best of the Seller's and Shareholder's

knowledge, no person intends or desires to modify, waive, amend, rescind,

release, cancel or terminate any of the Contracts or Assumed Leases;

provided the foregoing shall not be construed to apply to any termination

of a temporary rollout which although the arrangement may be subject to a

written trip ticket which contains contractual provisions does not have a

specified term and by its nature is a temporary arrangement which may end

at any time. Notwithstanding the foregoing, nothing in this Section 4.1(e)

or otherwise in this Agreement shall be construed as a guaranty or

warranty that any of the customers of the Business, including without

limitation those operating under oral arrangements will continue to

purchase services after the Closing.

(f) TITLE TO THE ASSETS. Except for liens securing the obligations

described in Section 7.2(d), Seller has good and marketable title to all

of the Assets, and at Closing all such Assets will be free and clear of

all liens, encumbrances, security interests, equities or restrictions

whatsoever, direct or indirect, accrued, absolute, contingent or otherwise

and, by virtue of the grant, conveyance, sale, transfer, and assignment of

the Assets hereunder. Except for liens securing the obligations described

in Section 7.2(d), Buyer shall receive good and marketable title to the

Assets, free and clear of all liens, lease payments (including lease-end

buy-out payments), encumbrances, security interests, equities or

restrictions whatsoever other than liens for taxes not yet due and

payable.

(g) TITLE TO OPERATIONS PROPERTY. Seller currently operates the

Business on the real property listed on Schedule 4.1(g). (the "Operations

Property"). Except as set forth on Schedule 4.1(g), Seller has never

owned, leased or otherwise occupied, had an interest in or operated any

real property other than the Operations Property. Except as set forth on

Schedule 4.1(g).

(i) The Operations Property is, and at all times during

operation of the Business has been, fully licensed, permitted and

authorized for the operation of the Business under all Applicable

Laws relating to the protection of the environment, the Operations

Property and the conduct of the Business thereon (including, without

limitation, all zoning restrictions and land use requirements)

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except where the failure to be so licensed, permitted or authorized

would not have a material adverse effect on the Business or Assets.

(ii) Neither Seller, Shareholder nor the Operations Property

(with respect to activities of Seller) now is or ever has been

involved in any litigation or administrative proceeding seeking to

impose fines, penalties or other liabilities or seeking injunctive

relief for violation of any Applicable Laws relating to the

environment.

(iii) There have been no material spills, leaks, deposits or

other releases of Hazardous Materials into or onto the Operations

Property by Seller.

(iv) Except as set forth on Schedule 4.1(g) or except as

permitted by law, the Operations Property does not contain any

underground or above-ground storage tanks or transformers containing

Hazardous Materials, petroleum products or wastes or other hazardous

substances regulated by 40 CFR 280 or other Applicable Laws which

were placed on the Operations Property by Seller or to its knowledge

by any third party. All above and below ground tanks currently in

use on the Operations Property are being used and maintained in

accordance with all Applicable Laws.

(h) LITIGATION. Except as set forth on Schedule 4.1(h) hereof,

Seller has no knowledge of any claim (including Notices of Violation),

litigation, action, suit or proceeding, administrative or judicial,

pending or threatened against Seller or Shareholder, or involving the

Assets or the Business, at law or in equity, before any federal, state or

local court or regulatory agency, or other governmental authority. Neither

Seller nor Shareholder has any knowledge of any of the above, and neither

Seller nor Shareholder has any knowledge of any facts or circumstances

that exist which would, with the passage of time or giving of notice (or

both), give rise to any of the above.

(i) EMPLOYEES. Attached as Schedule 4.1(i) hereof is a complete

list of all employees of the Business and their respective rates of

compensation (including a breakdown of the portion thereof attributable to

salary, bonus and other compensation, respectively) as of the date of

Closing. Each employee is an employee at will and there are no other

collective bargaining agreements affecting any employee of Seller. There

is no pending or, to the best of Seller's and Shareholder's knowledge,

threatened labor dispute involving Seller and any group of its employees

nor has Seller experienced any labor interruptions over the past three

years. Shareholder will cause Seller to terminate each of its employees as

of the close of business on the Closing Date. Buyer agrees to employ such

former employees of Seller as Buyer deems appropriate, provided that each

such person seeking employment meets the qualifications established by

Buyer. Except as set forth in 26 CFR 54.4980B-9, it is expressly

understood that Buyer shall not assume or be responsible for any severance

or other employee benefit arising out of an individual's employment by

Seller prior to the Closing Date. Nothing herein will be deemed to give

any individual a right of employment and Buyer shall not be obligated to

hire any of Seller's employees.

(j) EMPLOYEE RELATIONS AND BENEFIT PLANS. Set forth on Schedule

4.1(j) is an accurate and complete list of all agreements of any kind

between Seller and its employees

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or group of employees, including, without limitation, employment

agreements, collective bargaining agreements and benefit plans. Except as

set forth in 26 CFR 54.4980B-9, Buyer shall not, by the execution and

delivery of this Agreement or otherwise, become obligated to or assume any

liabilities or contractual obligations with respect to any employee of

Seller or otherwise become liable for or obligated in any manner

(contractual or otherwise) to any employee of Seller, including, without

limiting the generality of the foregoing, any liability or obligation

pursuant to any collective bargaining agreement, employment agreement, or

pension, profit sharing or other employee benefit plan (within the meaning

of Section 3(3) of the Employment Retirement Income Security Act of 1974,

as amended) or any other fringe benefit program maintained by Seller or to

which Seller contributes or any liability for the withdrawal or partial

withdrawal from or termination of any such plan or program by Seller.

(k) FINANCIAL STATEMENTS. Schedule 4.1(k) attached hereto contains

the following financial statements of Seller (collectively, the "Unaudited

Financials"): (a) unaudited balance sheets and statements of operations as

of and for the fiscal years ended December 31, 2001, December 31, 2002 and

December 31, 2003, and (b) the unaudited balance sheet (the "Most Recent

Balance Sheet") and statements of operations as of and for the nine months

ended October 31, 2004 (the "Balance Sheet Date"). The Unaudited

Financials have been prepared in accordance with accounting principles

consistently applied with during prior periods, are complete and correct

in all material respects and fairly present the financial condition and

results of the operation of Seller as of the dates and for the periods

indicated thereon, and contain and reflect adequate reserves for all

material liabilities and obligations of Seller of any nature, whether

absolute, contingent or otherwise, except for liabilities and obligations

which are not required to be stated and reserves not required to be

maintained under Generally Accepted Accounting Principles and except in

the case of Unaudited Financials covering interim periods to year end

adjustments, the net effect of which shall not be material in nature or

amount. Except as may be noted thereon, the statements of income included

in the Unaudited Financials do not contain any material items of

extraordinary or nonrecurring income or any other income not earned in the

ordinary course of business. Except as set forth on Schedule 4.1(k), the

books of account of Seller have been maintained in all material respects

in accordance with prudent business practices.

(l) ABSENCE OF CERTAIN CHANGES. Except as disclosed in the

Unaudited Financials or on Schedule 4.1(l), since the Balance Sheet Date,

there has not occurred:

(i) Any adverse change in the assets, liabilities (whether

absolute, accrued, contingent or otherwise), condition (financial or

otherwise), results of operations, business or prospects of Seller

not reflected in the Unaudited Financials which are specific to

Seller and not general to business or inventory which would involve

a one-time loss or a loss of revenue during a twelve-month period of

in excess of $10,000;

(ii) Any cancellation of an existing Customer Contract

(written or oral) with respect to which the customer is obligated to

pay in excess of $5,000 per

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<PAGE>

month. (Buyer acknowledges that there can be inconsistent revenue

streams due to the cyclical nature of temporary construction sites

and other non-contract temporary customers.);

(iii) Except for changes in the ordinary course of business

consistent with past practices, any amendment or modification of any

material Contract, or any termination of any agreement that would

have been a material Contract were such agreement in existence as of

the date hereof;

(iv) Any increase in the compensation (including, without

limitation, the rate of commissions) payable to, or any payment of a

cash bonus to, any officer, director or employee of, or consultant

to, Seller;

(v) Any transaction by Seller, whether or not covered by

the foregoing, not in the ordinary course of business and not

consistent with past practices;

(vi) Any alteration in the manner of keeping the books,

accounts or records of Seller, or in the accounting practices

therein reflected;

(vii) Any acquisition or redemption by Seller of any of its

equity securities or any loan by Seller to any of its security

holders or partners as applicable;

(viii) [Intentionally deleted]

(ix) Any damage or destruction to, or loss of, any assets or

property owned, leased or used by Seller (whether or not covered by

insurance) in excess of $5,000; and Seller has not:

(x) created or permitted the creation or imposition of any

security interest upon any of the Assets, except for security

interests arising by operation of law or in the ordinary course of

Seller's business and which will terminate at Closing;

(xi) waived any of its rights or claims that singly or in

the aggregate are material to the Business;

(xii) postponed the payment of any Accounts Payable;

(xiii) entered into any employment agreement or modified the

terms of any existing employment agreement;

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<PAGE>

(xiv) adopted, amended, modified or terminated any collective

bargaining agreement, or pension, profit sharing or other employee

benefit plan;

(xv) canceled or terminated any Customer Account with respect

to which the customer is obligated to pay in excess of $5,000 per

month; or

(xvi)

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