SECURITIES PURCHASE AGREEMENT

                                                                    Exhibit 10.6

               SECURITIES PURCHASE AGREEMENT (NOTES AND WARRANTS)

      SECURITIES   PURCHASE AGREEMENT (the "AGREEMENT"),   dated as of November 8,
2006, by and among Maritime Logistics US Holdings Inc., a Delaware   corporation,
with headquarters located at 547 Boulevard, Kenilworth, New Jersey ("MLI" or the
"COMPANY"),   and the investors   listed on the Schedule of Buyers attached hereto
(individually, a "BUYER" and collectively, the "BUYERS").

WHEREAS:

      A. The Company and each Buyer is executing and   delivering   this Agreement
in reliance upon the exemption from securities   registration afforded by Section
4(2) of the Securities Act of 1933, as amended (the "1933 ACT"), and Rule 506 of
Regulation D ("REGULATION D") as promulgated by the United States Securities and
Exchange Commission (the "SEC") under the 1933 Act.

      B. Prior to the Closing (as defined below) and   immediately   following the
consummation   of the Share Exchange (as defined   below),   the Company will cause
ShellCo   (as   defined   below) to   authorize   a new series of its senior   secured
convertible notes, which notes shall be convertible into ShellCo's common stock,
par value $0.001 per share (the "COMMON   STOCK") in accordance with the terms of
such notes.   "SHELLCO" is a corporation organized under the laws of the state of
Delaware   which has made a filing with the SEC on Form 10-SB,   a   subsidiary   of
which ("MERGER SUB") will be merged effective prior to Closing with and into the
Company,   with the Company   continuing as the surviving entity,   pursuant to the
terms of Section 6(o) (the   "MERGER").   ShellCo has   indicated   its intention to
change its name to Summit Global Logistics,   Inc. after the Merger and to effect
a reverse   split in respect of its Common   Stock in which each 11.226   shares of
Common   Stock prior to such reverse   split shall be   exchanged   for one share of
Common Stock after such reverse split (the "REVERSE SPLIT").

      C. The Buyers,   severally,   and not   jointly,   wish to   purchase,   and the
Company   wishes ShellCo to sell,   upon the terms and   conditions   stated in this
Agreement, (i) secured convertible notes, in the form attached hereto as EXHIBIT
A, in an   aggregate   original   principal   amount   of   $65,000,000   (as   amended,
restated,   supplemented and/or modified from time to time in accordance with the
provisions    thereof,    collectively,    the   "NOTES")   and   (ii)   warrants,    in
substantially   the form   attached   hereto as   EXHIBIT B (as   amended,   restated,
supplemented and/or modified from time to time in accordance with the provisions
thereof, the "WARRANTS"), to acquire up to that number of shares of Common Stock
equal to the quotient of (a) 40% of the original   aggregate   principal amount of
the Notes   purchased   by the Buyers at   Closing   (as   defined   in Section   1(a))
divided by the Conversion Price (as defined in the Notes) as of the Closing (the
shares of Common Stock   issuable   upon   exercise of the   Warrants,   the "WARRANT
SHARES").

      D.   Contemporaneously   with the Closing (as defined below), the Buyers and
ShellCo will execute and deliver a Registration Rights Agreement,   substantially
in the form   attached   hereto as EXHIBIT C (as amended,   restated,   supplemented
and/or modified from time to time in accordance with the provisions thereof, the
"REGISTRATION RIGHTS AGREEMENT"), pursuant to

<PAGE>

which ShellCo shall agree to provide certain   registration   rights in respect of
the shares of Common Stock into which the Notes are convertible (the "CONVERSION
SHARES") and the Warrant Shares under the 1933 Act and the rules and regulations
promulgated thereunder, and applicable state securities laws.

      E. The Notes, the Conversion   Shares,   the Warrants and the Warrant Shares
collectively are referred to herein as the "Securities".

      F. The Notes will rank senior to all outstanding   and future   indebtedness
of ShellCo, subject to Permitted Indebtedness (as defined in the Notes) and will
be secured by a second priority perfected security interest in substantially all
of the assets of ShellCo and the Company and in substantially   all of the shares
of   capital   stock and all the   assets of each of   ShellCo's   and the   Company's
current and future Subsidiaries (as defined below) other than the escrowed funds
referenced in subsection   (x) of the   definition of Permitted   Indebtedness   set
forth in   Section   28 of the Note and the   Subsidiaries   organized   outside   the
United States of America,   any of the States thereof or the District of Columbia
(collectively, the "FOREIGN SUBSIDIARIES"), as evidenced by the Pledge Agreement
in the form attached hereto as EXHIBIT D (as the same may be amended,   restated,
supplemented and/or modified from time to time in accordance with the provisions
thereof, the "PLEDGE AGREEMENT") and the Security Agreement in the form attached
hereto as EXHIBIT E (as the same may be amended,   restated,   supplemented and/or
modified   from   time to time in   accordance   with the   provisions   thereof,   the
"SECURITY   AGREEMENT")   and the   Guaranty   from the Company and each   Subsidiary
(other than Foreign   Subsidiaries)   in the form attached hereto as EXHIBIT F (as
the same may be amended,   restated,   supplemented   and/or   modified from time to
time in accordance with the provisions   thereof,   the   "GUARANTY",   and together
with the Pledge   Agreement and the Security   Agreement,   as each may be amended,
restated,   supplemented and/or modified from time to time in accordance with the
provisions thereof, collectively the "SECURITY DOCUMENTS").

      G. In connection with the Merger and the   Acquisitions (as defined below),
(i)   ShellCo   shall issue   shares of Common   Stock (the   "MANAGEMENT   RESTRICTED
STOCK") to certain   members of management of ShellCo,   the Company,   Targets (as
defined below) and their Subsidiaries (the "MANAGEMENT MEMBERS"),   and (ii) each
Management Member will execute and deliver a lockup agreement, the form of which
is   attached   hereto as Exhibits   G-1,   G-2 and G-3 (as the same may be amended,
restated,   supplemented and/or modified from time to time in accordance with the
provisions thereof,   the "LOCKUP   AGREEMENTS"),   pursuant to which the resale of
the Management Restricted Stock shall be limited.

      H.   Contemporaneously   herewith, the Company is entering into a securities
purchase   agreement,   by and   among the   Company   and the   buyers   listed on the
Schedule of Buyers   attached   thereto (the "COMMON PIPE   BUYERS"),   (the "COMMON
PIPE SECURITIES PURCHASE Agreement"), wherein the Company agrees, upon the terms
and subject to the conditions of the Common PIPE Securities   Purchase Agreement,
to cause   ShellCo to issue and sell to the Common   PIPE   Buyers (i) no less than
30,000   shares   (after   giving   effect to the Reverse Split ) of Common Stock of
ShellCo (the   "COMMON   PIPE COMMON   SHARES"),   and (ii)   certain   warrants   (the
"COMMON PIPE WARRANTS"), which will be exercisable to purchase additional shares
of Common Stock (as exercised,   the "COMMON PIPE WARRANT   SHARES") in accordance
with the terms of the Common PIPE Warrants.


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<PAGE>

      I.   Contemporaneously with the Closing, the Common PIPE Buyers and ShellCo
will execute and deliver a Registration Rights Agreement (as amended,   restated,
supplemented and/or modified from time to time in accordance with the provisions
thereof,   the "COMMON PIPE REGISTRATION   RIGHTS   AGREEMENT"),   pursuant to which
ShellCo   will agree to   provide   certain   registration   rights in respect of the
Common PIPE Common Shares and Common PIPE Warrant   Shares under the 1933 Act and
the   rules   and   regulations   promulgated    thereunder,    and   applicable   state
securities laws.

      J. The Common PIPE Common   Shares,   Common PIPE   Warrants   and Common PIPE
Warrant   Shares   collectively   are   referred   to   herein   as   the   "COMMON   PIPE
SECURITIES", and the offering thereof, the "COMMON PIPE OFFERING".

      K.   Immediately   prior to the Closing,   ShellCo shall enter into a joinder
agreement,   pursuant   to which   ShellCo   shall,   among other   things,   join this
Agreement,   affirm the   representations   and   warranties   hereunder and agree to
perform the   obligations   and   covenants   of the Company   hereunder   in the form
attached hereto as EXHIBIT H (as the same may be amended, restated, supplemented
and/or modified from time to time in accordance with the provisions thereof, the
"JOINDER AGREEMENT").   The Company's obligations   hereunder,   are subject to the
satisfaction of the condition that ShellCo enter into the Joinder Agreement.

      L.   Contemporaneously   with the   Closing,   ShellCo   will enter into a loan
agreement,   by and   among   ShellCo,   the   Company,   Seamaster   Logistics,   Inc.,
Amerussia   Shipping Company Inc., Fashion Marketing Inc., FMI International LLC,
FMI International Corp. (West), FMI International Corp., Freight Management LLC,
FMI Trucking, Inc., FMI Express Corp., Clare Freight, Los Angeles, Inc., Tug New
York, Inc., Summit Global   Logistics,   Inc., TUG USA, Inc., AMR Investments Inc.
and FMI Holdco I, LLC and the lenders listed on the schedule of lenders   thereto
and Fortress Credit Corp. as   administrative   agent (as the same may be amended,
restated,   supplemented and/or modified from time to time in accordance with the
provisions thereof,   the "SENIOR LOAN AGREEMENT";   such loans evidenced thereby,
the "SENIOR   LOAN") under which   ShellCo and certain of its   subsidiaries   shall
have the   ability to obtain   term loans up to the   maximum   principal   amount of
$55,000,000 and revolving loans up to a maximum principal amount which shall not
exceed   $10,000,000 at any one time, in each case, upon the terms and subject to
the conditions set forth in the Senior Loan   Agreement.   The Senior Loan and the
obligations   related thereto shall rank senior to the Notes and shall be secured
by a first priority   perfected   security   interest in   substantially   all of the
assets of   ShellCo   and   substantially   all of the   assets of each of   ShellCo's
subsidiaries (other than Foreign   Subsidiaries),   including,   without limitation
the stock of each   Subsidiary   that is not a Foreign   Subsidiary   and 65% of the
voting stock and each first-tier Foreign Subsidiary.   The respective   priorities
and   preferences   of the Notes and the Senior Loan in respect of the   Collateral
(as   defined in the   Security   Documents   (as   defined   below)) are set forth in
detail in that certain Intercreditor and Subordination   Agreement by and between
Fortress Credit Corp., as collateral agent for the lenders under the Senior Loan
Agreement,   and the   Collateral   Agent (as defined   below) to be dated as of the
Closing Date,   substantially   in the form   attached   hereto as Exhibit I (as the
same may be amended, restated, supplemented and/or modified from time to time in
accordance with the provisions thereof, the "INTERCREDITOR AGREEMENT").


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<PAGE>

      M.   Contemporaneously   with, and as a condition,   to the Closing, and with
certain of the proceeds of the transactions   contemplated hereby,   ShellCo shall
acquire,   directly or indirectly,   all (or   substantially   all) of the equity of
each   of   (i)   FMI   Holdco   I,   LLC,   a   Delaware   limited    liability    company
headquartered   at 800 Federal Blvd.,   Carteret,   New Jersey 07008 and certain of
its parent companies   (collectively,   "FMI"),   (ii) Clare Freight,   Los Angeles,
Inc. a   California   corporation   headquartered   at 17979   Arenth   Ave.,   City of
Industry,   CA   91748,   and   (iii) TUG New   York,   Inc.,   a New York   corporation
headquartered at 13 Hendrickson   Ave.,   Lynbrook,   NY 11563 (together with Clare
Freight,   Los Angeles,   Inc.,   the "TUG   COMPANIES"   and together   with FMI, the
"TARGETS")   and   substantially   all of the assets of the TUG Logistics   group of
companies, including TUG Logistics, Inc., a California corporation headquartered
at 17971 Arenth Ave., City of Industry,   CA 91748, TUG Logistics (Miami), Inc. a
Florida   corporation   headquartered   at 2801 NW 74 Ave.,   Suite 173,   Miami,   FL
33122,   and Glare   Logistics,   Inc., a California   corporation   headquartered at
16905 South Keegan Ave., Carson, Los Angeles, CA 90746   (collectively,   the "TUG
ASSETS",   and the   acquisition of the TUG Assets and the Targets,   collectively,
the "ACQUISITIONS").

      NOW, THEREFORE, the Company and each Buyer hereby agree as follows:

      1. PURCHASE AND SALE OF NOTES AND WARRANTS.

            (a) PURCHASE   NOTES AND WARRANTS.   Subject to the   satisfaction   (or
waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall
cause ShellCo to issue and sell to each Buyer, and each Buyer severally, but not
jointly, agrees to purchase from ShellCo on the Closing Date (as defined below),
(x) the principal amount of Notes set forth opposite such Buyer's name in column
(3) on the Schedule of Buyers and (y) the related Warrants to acquire up to that
number of Warrant   Shares set forth   opposite such Buyer's name in column (4) on
the Schedule of Buyers (the "CLOSING").

            (b) CLOSING.   The date and time of the Closing (the "CLOSING   DATE")
shall be 10:00 a.m.,   New York City time, on the first day other than   Saturday,
Sunday   or   other   day on   which   commercial   banks   in the City of New York are
authorized or required by law to remain closed (a "BUSINESS   DAY") following the
satisfaction   (or waiver) and   notification of the Company of   satisfaction   (or
waiver) of the conditions to the Closing set forth in Sections 6 and 7 below (or
such later or earlier   date as is   mutually   agreed to by the Company and Buyers
holding the right to purchase at least 80% of the aggregate   principal amount of
the   Notes).   The   Closing   shall   occur on the   Closing   Date at the offices of
Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022.

             (c) PURCHASE PRICE.   The aggregate   purchase price for the Notes and
the Warrants to be   purchased   by each such Buyer at the Closing (the   "PURCHASE
PRICE")   shall be the amount set forth   opposite such Buyer's name in column (5)
of the   Schedule   of   Buyers.   Each Buyer   shall pay   $1,000 for each   $1,000 of
principal   amount of Notes and related Warrants to be purchased by such Buyer at
the Closing.

            (d) FORM OF PAYMENT.   On the Closing Date,   (i) each Buyer shall pay
its   respective   Purchase   Price to ShellCo   and/or to one or more   designees of
ShellCo   for the Notes and   Warrants   to be issued and sold to such Buyer at the
Closing, by wire transfer of immediately


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<PAGE>

available   funds in   accordance   with the   Company's or   ShellCo's   written wire
instructions,   less any amount   withheld   pursuant to Section 4(f), and (ii) the
Company shall cause ShellCo to deliver to each Buyer the Notes (allocated in the
principal   amounts as such Buyer   shall   request)   representing   such   principal
amount of the Notes   which such Buyer is then   purchasing   hereunder   along with
warrants representing the Warrants (allocated in the amounts as such Buyer shall
request) which such Buyer is purchasing, in each case duly executed on behalf of
ShellCo and registered in the name of such Buyer or, subject to compliance   with
applicable securities laws, its designee.

      2. BUYER'S   REPRESENTATIONS   AND   WARRANTIES.   Each Buyer   represents   and
warrants, severally and not jointly, as of the date of this Agreement and on the
Closing Date, with respect to only itself that:

            (a) NO PUBLIC   SALE OR   DISTRIBUTION.   Such Buyer is   acquiring   the
Notes,   and the Warrants,   and upon   conversion of the Notes and exercise of the
Warrants will acquire the   Conversion   Shares   issuable   upon   conversion of the
Notes and the Warrant   Shares   issuable upon exercise   thereof,   in the ordinary
course of   business,   for its own   account and not with a view   towards,   or for
resale in   connection   with,   the public sale or   distribution   thereof,   except
pursuant to sales   registered or exempted under the 1933 Act and such Buyer does
not have a present   arrangement to effect any   distribution of the Securities to
or   through   any   person   or   entity;   PROVIDED,   HOWEVER,   that by   making   the
representations   herein, such Buyer does not agree to hold any of the Securities
for any minimum or other   specific term and reserves the right to dispose of the
Securities   at any   time   in   accordance   with   or   pursuant   to a   registration
statement   or an   exemption   under the 1933 Act and   pursuant to the   applicable
terms of the Transaction   Documents (as defined in Section 3(b)).   Such Buyer is
acquiring the Securities hereunder in the ordinary course of its business.   Such
Buyer does not   presently   have any   agreement   or   understanding,   directly   or
indirectly,   with any Person (as defined in Section 3(p)) to   distribute   any of
the Securities.

            (b)   ACCREDITED   INVESTOR   STATUS.   Such   Buyer   is   an   "accredited
investor" as that term is defined in Rule 501(a) of Regulation D.

            (c)   RELIANCE   ON   EXEMPTIONS.    Such   Buyer   understands   that   the
Securities   are being offered and sold to it in reliance on specific   exemptions
from the registration requirements of United States federal and state securities
laws and that the Company is relying,   and ShellCo will rely,   upon, among other
things,   the truth and   accuracy   of,   and such   Buyer's   compliance   with,   the
representations,   warranties, agreements,   acknowledgments and understandings of
such   Buyer set forth   herein in order to   determine   the   availability   of such
exemptions and the eligibility of such Buyer to acquire the Securities.

             (d)   INFORMATION.   Such Buyer and its   advisors,   if any,   have been
furnished with all materials   relating to the business,   finances and operations
of the Company and the Targets and   materials   relating to the offer and sale of
the   Securities   which have been   requested   by such   Buyer.   Such Buyer and its
advisors,   if any,   have been afforded the   opportunity   to ask questions of the
Company.   Neither   such   inquiries   nor any other due   diligence   investigations
conducted by such Buyer or its advisors,   if any, or its   representatives   shall
modify,    amend   or   affect   such   Buyer's    right   to   rely   on   the   Company's
representations and warranties contained


                                       5
<PAGE>

herein.   Such Buyer understands that its investment in the Securities involves a
high   degree of risk and is able to afford a complete   loss of such   investment.
Such Buyer has sought such accounting, legal and tax advice as it has considered
necessary to make an informed   investment decision in respect of its acquisition
of the Securities.

            (e) NO GOVERNMENTAL   REVIEW.   Such Buyer   understands that no United
States federal or state agency or any other   government or   governmental   agency
has passed on or made any recommendation or endorsement of the Securities or the
fairness   or   suitability   of the   investment   in the   Securities   nor have such
authorities   passed   upon   or   endorsed   the   merits   of   the   offering   of   the
Securities.

            (f)   TRANSFER   OR RESALE.   Such   Buyer   understands   that   except as
provided in the Registration Rights Agreement:   (i) the Securities have not been
and are not being   registered   under the 1933 Act or any state   securities laws,
and may not be   offered   for sale,   sold,   assigned   or   transferred   unless (A)
subsequently   registered   thereunder,   (B) such Buyer   shall have   delivered   to
ShellCo an opinion of counsel,   in a form reasonably   acceptable to ShellCo,   to
the effect that such Securities to be sold, assigned or transferred may be sold,
assigned or transferred pursuant to an exemption from such registration,   or (C)
such Buyer provides ShellCo with assurance reasonably acceptable to ShellCo that
such   Securities can be sold,   assigned or   transferred   pursuant to Rule 144 or
Rule 144A   promulgated   under the 1933 Act,   as amended,   (or a   successor   rule
thereto)   (collectively,   "RULE 144");   (ii) any sale of the Securities   made in
reliance on Rule 144 may be made only in   accordance   with the terms of Rule 144
and further,   if Rule 144 is not applicable,   any resale of the Securities under
circumstances   in which the seller (or the Person through whom the sale is made)
may be deemed to be an underwriter (as that term is defined in the 1933 Act) may
require compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder; and (iii) none of ShellCo, the Company or any
other Person is under any obligation to register the   Securities   under the 1933
Act or any state   securities   laws or to comply with the terms and conditions of
any   exemption   thereunder.    Notwithstanding   the   foregoing,   and   subject   to
compliance   with   applicable   securities   laws, the Securities may be pledged in
connection   with   a   bona   fide   margin   account   or   other   loan   or   financing
arrangement secured by the Securities and such pledge of Securities shall not be
deemed to be a transfer, sale or assignment of the Securities hereunder,   unless
required by law, and no Buyer effecting a pledge of Securities shall be required
to provide   ShellCo with any notice   thereof or   otherwise   make any delivery to
ShellCo or the   Company   pursuant   to this   Agreement   or any other   Transaction
Document, including without limitation, this Section 2(f).

            (g) LEGENDS.   Such Buyer   understands that the certificates or other
instruments   representing the Notes and the Warrants and the stock   certificates
representing the Conversion   Shares and the Warrant Shares,   except as set forth
below, shall bear any legend as required by the "blue sky" laws of any state and
a restrictive   legend in   substantially   the following form (and a stop-transfer
order may be placed against transfer of such certificates):

            [NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS
            CERTIFICATE   NOR THE   SECURITIES   INTO WHICH   THESE   SECURITIES   ARE
            [CONVERTIBLE] [EXERCISABLE] HAVE BEEN] THE SECURITIES REPRESENTED BY
            THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER


                                        6
<PAGE>

            THE   SECURITIES   ACT   OF   1933,   AS   AMENDED,   OR   APPLICABLE   STATE
            SECURITIES   LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,   SOLD,
            TRANSFERRED   OR   ASSIGNED   (I) IN THE   ABSENCE   OF (A) AN   EFFECTIVE
            REGISTRATION   STATEMENT FOR THE SECURITIES   UNDER THE SECURITIES ACT
            OF   1933,   AS   AMENDED,   OR (B) AN   OPINION   OF   COUNSEL   REASONABLY
            SATISFACTORY   TO THE ISSUER,   IN A GENERALLY   ACCEPTABLE   FORM, THAT
            REGISTRATION   IS NOT   REQUIRED   UNDER SAID ACT OR (II)   UNLESS   SOLD
            PURSUANT   TO, AND IN   ACCORDANCE   WITH,   RULE 144 OR RULE 144A UNDER
            SAID ACT. NOTWITHSTANDING THE FOREGOING,   SUBJECT TO COMPLIANCE WITH
             APPLICABLE   SECURITIES   LAWS,   THE   SECURITIES   MAY   BE   PLEDGED   IN
            CONNECTION   WITH A   BONA   FIDE   MARGIN   ACCOUNT   OR   OTHER   LOAN   OR
            FINANCING ARRANGEMENT SECURED BY THE SECURITIES.   THIS INSTRUMENT IS
            SUBJECT TO THE TERMS OF A SECURITIES   PURCHASE   AGREEMENT (NOTES AND
            WARRANTS),   DATED AS OF   NOVEMBER   8,   2006,   BY AND AMONG   MARITIME
            LOGISTICS US HOLDINGS   INC.,   THE BUYERS LISTED   THEREIN AND AEROBIC
            CREATIONS, INC. PURSUANT TO THAT CERTAIN JOINDER AGREEMENT, DATED AS
            OF NOVEMBER 8, 2006, AND AN   INTERCREDITOR   AGREEMENT BY AND BETWEEN
            LAW DEBENTURE   TRUST COMPANY OF NEW YORK, ON BEHALF OF THE HOLDER OF
            THIS NOTE AND OF THE OTHER NOTES, AND FORTRESS CREDIT CORP. AS AGENT
            (OR ANY   SUCCESSOR OR   REPLACEMENT   AGENT),   DATED AS OF NOVEMBER 8,
            2006 (AS THE SAME MAY BE AMENDED, SUPPLEMENTED, RESTATED, NOVATED OR
            REPLACED (INCLUDING IN CONNECTION WITH REPLACEMENT SENIOR FINANCING)
            FROM TIME TO TIME, THE "INTERCREDITOR AGREEMENT").

The   legend   set   forth   above   shall   be   removed   and   ShellCo   shall   issue a
certificate without such legend to the holder of the Securities upon which it is
stamped or, in the case of Conversion   Shares or Warrant   Shares,   issue to such
holder   by   electronic   delivery   at   the   applicable   balance   account   at   The
Depository   Trust   Company   ("DTC"),   if,   unless   otherwise   required   by state
securities   laws,   (i) such   Securities are registered for resale under the 1933
Act,   provided that (A) upon receipt of notice from ShellCo that the   applicable
registration   statement   is not,   or no longer is   effective   in   respect of the
resale of such Securities,   the Holder will not transfer such Securities   (other
than pursuant to clauses 2(g)(ii) or 2(g)(iii) below) until ShellCo notifies the
Holder that the applicable registration statement becomes effective (again), and
(B) the Holder   hereby   agrees to indemnify   severally   and not jointly and hold
ShellCo   harmless   against any claim of securities laws violations in respect of
any such transfer (from and after the date the Holder   receives the first notice
described   in Section   2(g)(i)(A)   above   through   the date on which such Holder
receives the second notice described in Section 2(g)(i)(A) above) by such Holder
of any   Security as to which such legend has been   removed,   (ii) in   connection
with a sale, assignment or other transfer,


                                        7
<PAGE>

such holder provides ShellCo with an opinion of counsel reasonably   satisfactory
to   ShellCo,   in a   generally   acceptable   form,   to the effect   that such sale,
assignment or transfer of the Securities may be made without   registration under
the   applicable   requirements   of the 1933 Act and that such legend is no longer
required,   or (iii) such holder   provides   ShellCo   with   assurances   reasonably
acceptable to ShellCo that the Securities   can be sold,   assigned or transferred
pursuant   to Rule   144 or Rule   144A,   and such   Holder   delivers   the   legended
Securities to ShellCo or ShellCo's transfer agent.

            (h) VALIDITY;   ENFORCEMENT.   This Agreement has been,   and, when the
other   Transaction   Documents (as defined   below) to which such Buyer is a party
are   executed   and   delivered   in   accordance   with   the   terms   and   conditions
contemplated hereby and thereby, such documents shall have been duly and validly
authorized,   executed and delivered on behalf of such Buyer and shall constitute
the legal, valid and binding   obligations of such Buyer enforceable against such
Buyer in accordance with their respective terms,   except as such   enforceability
may be limited   by general   principles   of equity or to   applicable   bankruptcy,
insolvency,   reorganization,   fraudulent   conveyance   or   transfer,   moratorium,
liquidation   and other   similar laws   relating to, or affecting   generally,   the
enforcement of applicable creditors' rights and remedies.

            (i) NO CONFLICTS.   The execution,   delivery and   performance by such
Buyer of this Agreement and the other Transaction   Documents to which such Buyer
is a party and the consummation by such Buyer of the   transactions   contemplated
hereby and   thereby   will not (i) result in a   violation   of any   organizational
documents of such Buyer or (ii)   conflict   with,   or constitute a default (or an
event which with notice or lapse of time or both would become a default)   under,
or   give to   others   any   rights   of   termination,   amendment,   acceleration   or
cancellation of, any agreement, indenture or instrument to which such Buyer is a
party,   or (iii)   result in a violation   of any law,   rule,   regulation,   order,
judgment or decree   (including   federal and state securities laws) applicable to
such Buyer or by which any   property or asset of the Buyer is bound or affected,
except   in the   case of   clauses   (ii) and   (iii)   above,   for   such   conflicts,
defaults,   rights   or   violations   which   would   not,   individually   or   in   the
aggregate,   reasonably   be   expected   to have a material   adverse   effect on the
ability of such Buyer to perform its   obligations   hereunder or under any of the
other Transaction Documents. Each Buyer agrees that it has independently,   based
on such documents and   information it deemed   appropriate,   made its decision to
enter into this Agreement and purchase the Notes and Warrants.

            (j)   RESIDENCY.   Such   Buyer   is a   resident   of   that   jurisdiction
specified below its address on the Schedule of Buyers.

            (k) PLACEMENT AGENT.   Such Buyer   understands that Rodman & Renshaw,
LLC (the "AGENT") has acted solely as the agent of the Company in this placement
of the Securities,   and that the Agent makes no   representation or warranty with
regard   to   the   merits   of   this   transaction   or as to   the   accuracy   of   any
information   such Buyer may have   received in connection   therewith.   Such Buyer
acknowledges that it has not relied on any information   prepared by the Agent or
advice   furnished   by or on behalf of the Agent.   Such Buyer agrees that it has,
independently   and without   reliance on Agent,   and based on such   documents and
information   as it has   deemed   appropriate,   made its own   credit   analysis   of
ShellCo, the Company and the Targets and has made its own decision to enter into
this Agreement and purchase the applicable Securities.


                                       8
<PAGE>

      3.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.   The Company represents
and   warrants to each of the Buyers on the date   hereof and on the Closing   Date
that:

            (a) ORGANIZATION AND QUALIFICATION.   Set forth on SCHEDULE 3(A) is a
true and   correct   list of the   entities   in which the   Company   or any   Target,
directly   or   indirectly,   owns   capital   stock or holds an   equity   or   similar
interest,   together with their respective   jurisdictions of organization and the
percentage of the   outstanding   capital stock or other equity   interests of such
entity   that is held by the   Company or such   Target or any of their   respective
Subsidiaries.   SCHEDULE   3(A)   also   sets   forth a true   and   correct   corporate
structure of ShellCo and its   Subsidiaries   immediately   following   the Closing,
giving pro forma   effect to the   Acquisitions.   Other   than with   respect to the
entities listed on SCHEDULE 3(A), neither the Company or any Target, directly or
indirectly,   owns any securities or beneficial   ownership interests in any other
Person (including through joint ventures or partnership arrangements) or has any
investment in any other Person.   The Company and its   "SUBSIDIARIES"   (which for
purposes   of this   Agreement   means any entity in which the   Company or ShellCo,
directly   or   indirectly,   owns any of the   capital   stock,   equity   or   similar
interests   or voting   power of such entity at the date of this   Agreement or any
time hereafter, and each of the Targets and their respective subsidiaries) other
than the Foreign   Subsidiaries   are entities duly organized and validly existing
and in good   standing   under   the laws of the   jurisdiction   in   which   they are
formed,   and have the requisite power and authority to own their   properties and
to carry on their   business   as now being   conducted.   To the   knowledge   of the
Company,   each of the Foreign   Subsidiaries   are   entities   duly   organized   and
validly existing and, to the extent legally   applicable,   in good standing under
the laws of the   jurisdiction   in which they are formed,   and have the requisite
power and authority to own their   properties   and to carry on their   business as
now being conducted, except where failure to be so organized,   existing, in good
standing, and/or have such requisite power and authority would not, individually
or in the aggregate, have a Material Adverse Effect. Each of the Company and the
Subsidiaries   is duly   qualified as a foreign   entity to do business and, to the
extent legally   applicable,   is in good standing in every   jurisdiction in which
its   ownership of property or the nature of the   business   conducted by it makes
such   qualification   necessary,   except to the extent   that the failure to be so
qualified or be in good standing would not have a Material   Adverse   Effect.   As
used in this Agreement,   "MATERIAL   ADVERSE   EFFECT" means any material   adverse
effect on the business, properties, assets, operations, results of operations or
condition (financial or otherwise) of the Company and its Subsidiaries, taken as
a whole, or on the transactions   contemplated   hereby and the other   Transaction
Documents or by the agreements and   instruments to be entered into in connection
herewith   or   therewith,   or on the   authority   or ability of the Company or any
Subsidiary   to perform   its   obligations   under the   Transaction   Documents   (as
defined   below).   Except as set forth in   SCHEDULE   3(A),   the   Company and each
Target holds all right,   title and interest in and to 100% of the capital stock,
equity or similar   interests   of each of its   respective   Subsidiaries,   in each
case,   free and clear of any Liens (as defined below) other than Permitted Liens
(as   defined   in the   Notes)   including   any   restriction   on the   use,   voting,
transfer,   receipt of income or other   exercise   of any   attributes   of free and
clear ownership by a current holder other than as set forth in the Intercreditor
Agreement,   and no such   Subsidiary   owns   capital   stock or holds an   equity or
similar interest in any other Person.   As used in this Agreement,   "LIEN" means,
with respect of any asset, any mortgage,   lien, pledge,   hypothecation,   charge,
security interest,   encumbrance or adverse claim of any kind and any restrictive
covenant, condition,


                                       9
<PAGE>

restriction or exception of any kind that has the practical effect of creating a
mortgage, lien, pledge, hypothecation, charge, security interest, encumbrance or
adverse claim of any kind   (including   any of the foregoing   created by, arising
under or evidenced by any conditional   sale or other title retention   agreement,
the interest of a lessor with respect to a "Capital   Lease" (in accordance   with
generally   accepted   accounting   principles),   or   any   financing   lease   having
substantially the same economic effect as any of the foregoing).

            (b)   AUTHORIZATION;   ENFORCEMENT;   VALIDITY.   The   Company   has   the
requisite    corporate   power   and   authority   to   enter   into   and   perform   its
obligations   under   (i) this   Agreement,   the   Guaranty   and   each of the   other
agreements    entered   into   by   the   parties   hereto   in   connection    with   the
transactions   contemplated   by this   Agreement   to   which   it is a   party   (such
documents,   and together with the Notes, the Warrants,   the Registration   Rights
Agreement,   the   Security   Documents,   the   Transfer   Agent   Instructions,    the
Intercreditor   Agreement and each of the other   agreements to be entered into in
connection with the   transactions   contemplated   by this Agreement,   as amended,
restated,   supplemented and/or modified from time to time in accordance with the
provisions   thereof,   collectively,   the   "TRANSACTION   DOCUMENTS") and (ii) the
Acquisition   Documents   (as   defined in Section   3(ii))   and to   consummate   the
transactions contemplated herein and therein in accordance with the terms hereof
and thereof.   The   execution and delivery of the   Transaction   Documents and the
Acquisition   Documents   (to which the Company is a party) by the Company and the
consummation by the Company of the transactions contemplated hereby and thereby,
have been duly   authorized   by the board of directors of the Company (the "BOARD
OF   DIRECTORS")   and other than as set forth in Section 3(e) hereof,   no further
filing, consent or authorization is required by the Company, its stockholders or
the Board of Directors.   To the extent that a person that is a Subsidiary of the
Company on the date hereof is a party to or bound by a   Transaction   Document or
an Acquisition   Document,   such Subsidiary has the requisite power and authority
to enter into and perform its   obligations   under such   Transaction   Document or
Acquisition Document and the execution and delivery of such Transaction Document
by such Subsidiary and the   consummation by such Subsidiary of the   transactions
contemplated   thereby   have been duly   authorized   by the board of   directors or
equivalent body of such Subsidiary and no further   consent or   authorization   is
required by such   Subsidiary,   its equity   holders or its board of   directors or
equivalent   body.   This   Agreement,   the   other   Transaction   Documents   and the
Acquisition Documents to which the Company and, if applicable,   its Subsidiaries
(existing on the date hereof) is a party have been duly   executed and   delivered
by the Company,   and constitute the legal, valid and binding obligations of such
parties   enforceable   against such parties in accordance   with their   respective
terms,   except as such   enforceability   may be limited by general   principles of
equity   or   applicable   bankruptcy,    insolvency,    reorganization,    fraudulent
conveyance or transfer, moratorium,   liquidation or similar laws relating to, or
affecting   generally,   the   enforcement   of   applicable   creditors'   rights   and
remedies.   As of the Closing,   the   Transaction   Documents   and the   Acquisition
Documents   dated after the date of this Agreement and on or prior to the date of
the Closing   shall have been duly   executed and delivered by the Company and, if
applicable,   those   Persons   who are   Subsidiaries   of the   Company   on the date
hereof, and shall constitute the valid and binding   obligations of such parties,
enforceable   against   such   parties in   accordance   with their   terms   except as
enforceability   may be   limited by general   principles   of equity or   applicable
bankruptcy,   insolvency,   reorganization,   fraudulent   conveyance   or   transfer,
moratorium or similar laws relating to, or affecting generally,   the enforcement
of creditors' rights and remedies.


                                       10
<PAGE>

            (c)   OFFER   OF   SECURITIES.   Subject   to   the   accuracy   of   Buyer's
representations and warranties   hereunder,   the offer by the Company and ShellCo
of the Securities is exempt from registration under the 1933 Act.

            (d) NO CONFLICTS.   The   execution,   delivery and   performance of the
Transaction   Documents by the Company,   and if applicable its Subsidiaries,   and
the   consummation by such parties of the   transactions   contemplated   hereby and
thereby and the granting of a security   interest in the Collateral   will not (i)
result in a   violation   of any   certificate   of   incorporation,   certificate   of
formation, any certificate of designations or other constituent documents of the
Company or any of the   Subsidiaries,   any capital stock of the Company or any of
the   Subsidiaries   or bylaws of the Company or any of the   Subsidiaries   or (ii)
conflict   with,   or constitute a default (or an event which with notice or lapse
of time or both would become a default) in any respect under,   or give to others
any rights of termination,   amendment, acceleration or cancellation of, or other
remedy in respect   of,   any   agreement,   indenture   or   instrument   to which the
Company or any of the Subsidiaries is a party, or (iii) result in a violation of
any   Requirements   of Law,   except in the case of clauses (i) (in respect of the
Foreign Subsidiaries),   (ii) and (iii) of this Section 3(d), for such conflicts,
defaults,   rights   or   violations   which   would   not,   individually   or   in   the
aggregate,   have a   Material   Adverse   Effect.   As used in this   Agreement,   (A)
"REQUIREMENTS OF LAW" means, as to any Person, any United States or foreign law,
statute, treaty, rule, regulation, right, privilege,   qualification,   license or
franchise or   determination   of an arbitrator   or a court or other   Governmental
Entity,   in each case   applicable   or   binding   upon   such   Person or any of its
property or to which such Person or any of its property is subject or pertaining
to any or all of the   transactions   contemplated   or   referred to herein and (B)
"GOVERNMENTAL   ENTITY" means the government of any nation, state, city, locality
or   other   political   subdivision   thereof,   any   entity   exercising   executive,
legislative,   judicial,   regulatory or administrative functions of or pertaining
to government and any   corporation or other entity owned or controlled,   through
stock or capital ownership or otherwise, by any of the foregoing.

            (e)   CONSENTS.   Neither the Company nor any of the   Subsidiaries   is
required to obtain any consent, authorization or order of, or make any filing or
registration   with,   any   court,    governmental   agency   or   any   regulatory   or
self-regulatory   agency or any other Person in order for it to execute,   deliver
or perform   any of its   obligations   under or   contemplated   by the   Transaction
Documents   to which it is a party,   in each   case in   accordance   with the terms
hereof or thereof,   except for the following consents,   authorizations,   orders,
filings   and   registrations:    (i)   the   filing   of   appropriate   UCC   financing
statements with the   appropriate   states and other   authorities   pursuant to the
Pledge Agreement and the Security   Agreement;   (ii) the Perfection   Requirements
(as defined in the   Security   Agreement);   (iii) the current   report on Form 8-K
required to be filed after   Closing by ShellCo   pursuant to Section 4(h) of this
Agreement;   (iv) the filing of the Schedule   14C   relating to the Reverse   Split
among other   things;   (v) the Form D filing   required to be made   following   the
Closing by ShellCo   with the SEC;   (vi)   filings   required by   applicable   state
securities   laws;   and   (vii)   the   registration   statement   and   related   state
securities   law   filings   required by the   Registration   Rights   Agreement.   All
consents, authorizations, orders, filings and registrations which the Company is
required to have   obtained   prior to the date hereof   pursuant to the   preceding
sentence have been obtained or effected. Notwithstanding the first two sentences
of this Section 3(e),   to the extent that any Foreign   Subsidiary is required to
obtain any consent,   authorization or order, or make any filing or registration,
but has not done so, such failure shall


                                       11
<PAGE>

not constitute a default hereunder or under the other   Transaction   Documents if
such   failure(s),   individually   or in the aggregate,   would not have a Material
Adverse Effect.

            (f)   ACKNOWLEDGMENT   REGARDING   BUYER'S PURCHASE OF SECURITIES.   The
Company acknowledges and agrees that each Buyer is acting solely in the capacity
of an arm's length   purchaser in respect of the   Transaction   Documents   and the
transactions   contemplated   hereby and thereby and that,   except as set forth on
SCHEDULE   3(F),   no Buyer is (i) an officer or director of the Company,   (ii) an
"affiliate" of the Company (as defined in Rule 144) or (iii) to the knowledge of
the Company, a "beneficial owner" of more than 10% of the shares of Common Stock
(as defined for purposes of Rule 13d-3 of the   Securities   Exchange Act of 1934,
as amended (the "1934 Act")).   The Company further   acknowledges that, except as
set forth on SCHEDULE 3(F), to the knowledge of the Company,   no Buyer is acting
as a   financial   advisor or   fiduciary   of any of   ShellCo,   the   Company or any
Subsidiary (or in any similar capacity) in respect of the Transaction   Documents
and the transactions   contemplated hereby and thereby, and any advice given by a
Buyer or any of its representatives or agents in connection with the Transaction
Documents   and the   transactions   contemplated   hereby   and   thereby   is   merely
incidental   to such   Buyer's   purchase of the   Securities.   The Company   further
represents   to each   Buyer   that the   decision   of the   Company   and each of the
Subsidiaries to enter into the   Transaction   Documents to which such Person is a
party has been based solely on the independent   evaluation by the Company,   such
Subsidiaries and their respective representatives.

            (g) NO GENERAL   SOLICITATION;   PLACEMENT   AGENT'S FEES.   None of the
Company,   any of its Affiliates,   or to the knowledge of the Company, any Person
acting on its or their behalf,   has engaged in any form of general   solicitation
or general   advertising   (within the meaning of Regulation D) in connection with
the offer or sale of the   Securities.   The Company shall be responsible   for the
payment of any placement   agent's   fees,   financial   advisory   fees, or brokers'
commissions   (other   than for   persons   engaged   by any Buyer or its   investment
advisor) relating to or arising out of the transactions contemplated hereby. The
Company shall pay, and hold each Buyer harmless against, any liability,   loss or
expense   (including,   without   limitation,   attorneys'   fees   and   out-of-pocket
expenses)   arising in connection with any such claim.   The Company   acknowledges
that it has engaged the Agent as placement   agent in connection with the sale of
the   Securities.   Other than the Agent,   the fees and   expenses of whom shall be
borne by the   Company or   ShellCo   (pursuant   to that   certain   Placement   Agent
Agreement   between Agent and the Company dated August 22, 2006), the Company has
not engaged any placement   agent or other agent in   connection   with the sale of
the Securities.

            (h) NO INTEGRATED   OFFERING.   None of the Company, the Subsidiaries,
any of their Affiliates, nor, to the knowledge of the Company, any Person acting
on their   behalf has made,   directly or   indirectly,   any offers or sales of any
security or solicited any offers to buy any security,   under   circumstances that
would require   registration of any of the Securities under the 1933 Act or cause
this   offering   of the   Securities   to be   integrated   with prior or   concurrent
offerings   by the   Company   for   purposes   of   the   1933   Act or any   applicable
stockholder approval provisions,   including, without limitation, under the rules
and   regulations of any exchange or automated   quotation   system on which any of
the   securities   of the Company are listed or   designated   other than the Common
PIPE   Offering   and   the   Acquisitions,   which   Common   PIPE   Offering   and   the
Acquisitions have been undertaken only in such a manner as to not adversely


                                       12
<PAGE>

affect the exemption   from   registration   enjoyed by the sale of the   Securities
pursuant   to   this   Agreement.   None of the   Company,   the   Subsidiaries,   their
Affiliates   or any Person   acting on their   behalf will take any action or steps
referred to in the preceding sentence that would require   registration of any of
the Securities   under the 1933 Act or cause the offering of the Securities to be
integrated with other offerings.   As used in this Agreement,   "AFFILIATE"   means
any Person who is an   "AFFILIATE"   as defined in Rule 12b-2 of the General Rules
and Regulations under the 1934 Act.

            (i)   APPLICATION   OF TAKEOVER   PROTECTIONS;   RIGHTS   AGREEMENT.   The
Company and the Board of Directors have taken all necessary   action,   if any, in
order   to   render    inapplicable    any   control   share    acquisition,    business
combination,   poison pill (including any distribution   under a rights agreement)
or other similar anti-takeover   provision under the Certificate of Incorporation
(as defined in Section   3(o)) or the laws of Delaware   which is or could   become
applicable   to any Buyer as a result of the   transactions   contemplated   by this
Agreement,   including, without limitation,   ShellCo's issuance of the Securities
and any   Buyer's   ownership   of the   Securities.   The   Company has not adopted a
stockholder   rights plan or similar   arrangement   relating to   accumulations   of
beneficial ownership of its Common Stock or a change in control of the Company.

            (j) FINANCIAL STATEMENTS.   The consolidated   financial statements of
the Company and each of the Targets have been prepared in accordance with United
States generally accepted accounting   principles ("GAAP")   consistently applied,
during the periods   involved   (except (i) as may be otherwise   indicated in such
financial   statements   or the notes   thereto,   or (ii) in the case of   unaudited
interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial
position of the Company, or such Target, as applicable,   as of the dates thereof
and the   results of its   operations   and cash flows for the   periods   then ended
(subject,   in the   case   of   unaudited   statements,   to   normal   year-end   audit
adjustments that, to the Company's knowledge, are not material,   individually or
in the   aggregate.   Except   for   liabilities   and   obligations   incurred   in the
ordinary course of business and consistent   with past practice,   liabilities and
obligations   reflected   on or   reserved   against   in the June 30,   2006   interim
consolidated   balance   sheets of the   Company   or in the June 30,   2006   interim
consolidated balance sheets of any Target, as applicable, prepared in accordance
with GAAP   delivered   pursuant to Section   7(q) (the   "BALANCE   SHEETS")   and as
otherwise contemplated hereby or disclosed herein or in the disclosure schedules
to this Agreement (the "DISCLOSURE SCHEDULES"), since July 1, 2006, inclusive of
such date,   none of the Company or any Target has   incurred any   liabilities   or
obligations   that would be required   to be   reflected   or reserved   against in a
balance   sheet   of the   Company   or such   Target,   as   applicable,   prepared   in
accordance   with the principles   used in the   preparation of the Balance Sheets.
None of the Company or, to the Company's knowledge, any stockholder,   officer or
director of the Company   has issued any press   release or made any other   public
statement or communication on behalf of the Company or otherwise relating to the
Company or any of its   Subsidiaries   that   contains   any untrue   statement   of a
material fact or omits any statement of material fact necessary in order to make
the statements   therein, in the light of the circumstances under which they were
made, not misleading.


                                        13
<PAGE>

            (k) ABSENCE OF CERTAIN CHANGES.   Since June 30, 2006, there has been
no change or   development   in the business,   properties,   operations,   condition
(financial   or   otherwise)   results of operations or prospects of the Company or
any Subsidiary   that has had or could   reasonably be expected to have a Material
Adverse Effect.   Except as set forth on SCHEDULE 3(K), since June 30, 2006, (and
before   giving effect to the   transactions   contemplated   under the   Transaction
Documents)   none of the   Company   or any   Target   has (i)   declared   or paid any
dividends other than as would have been permitted under the Notes, (ii) sold any
assets,   individually or in the aggregate,   in excess of $300,000 outside of the
ordinary course of business, (iii) had capital expenditures,   individually or in
the   aggregate,   in excess of   $300,000 or (iv)   waived any   material   rights in
respect of any   Indebtedness   or other rights in excess of $300,000   owed to it.
None of the   Company   or any   Target   has   taken   any   steps to seek   protection
pursuant to any bankruptcy law nor does the Company have any knowledge or reason
to believe that its   creditors or the creditors of any Target intend to initiate
involuntary   bankruptcy   proceedings   or any actual   knowledge of any fact which
would   reasonably   lead a   creditor   to do   so.   Neither   the   Company   nor   any
Subsidiary   of the Company is as of the date hereof,   and after giving effect to
the transactions   contemplated hereby to occur at the Closing will be, Insolvent
(as defined   below).   For purposes of this Section 3(k),   "INSOLVENT"   means, in
respect of any Person,   (i) the present   fair   saleable   value of such   Person's
assets (and   including as assets for this purpose at a fair valuation all rights
of   subrogation,    contribution   or   indemnification   arising   pursuant   to   any
guarantees   given by such   Person) is less than the amount   required to pay such
Person's   (after   giving   effect to the   Acquisitions)   total   Indebtedness   (as
defined   in   Section   3(p)),   (ii)   such   Person   is unable to pay its debts and
liabilities,    subordinated,    contingent   or   otherwise,    as   such   debts   and
liabilities   become absolute and matured,   (iii) such Person intends at any time
to incur or   believes   that it will at any time incur debts that would be beyond
its   ability to pay as such debts   mature or (iv) such   Person has   unreasonably
small   capital with which to conduct the business in which it is engaged as such
business is now conducted and is proposed to be conducted.

            (l) CONDUCT OF BUSINESS;   REGULATORY PERMITS. None of the Company or
any   Subsidiary   is   in   violation   of   any   term   of or in   default   under   its
certificate   of   incorporation,   certificate   of formation,   any   certificate of
designations   of any   outstanding   series of preferred   stock of such company or
Bylaws or their organizational charter or other constituent documents or bylaws,
respectively   except   for such   violations   or   defaults   in the case of Foreign
Subsidiaries   which would not,   individually or in the aggregate,   reasonably be
expected   to   have   a   Material   Adverse   Effect.   None   of the   Company   or any
Subsidiary   is in   violation   of any   judgment,   decree or order or any statute,
ordinance, rule or regulation applicable to such entity, and none of the Company
or any Subsidiary   will conduct its   respective   business in violation of any of
the foregoing, except for such violations and/or possible violations which would
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse   Effect.   The Company   and each   Subsidiary   possess   all   certificates,
authorizations   and permits   issued by the   appropriate   regulatory   authorities
necessary to conduct their   respective   businesses,   except where the failure to
possess   such    certificates,    authorizations    or   permits    would   not   have,
individually or in the aggregate,   a Material   Adverse   Effect,   and none of the
Company or any Subsidiary has received any notice of proceedings relating to the
revocation or   modification   of any such   certificate,   authorization   or permit
except   where such   proceedings,   revocation   or   modification   would not have a
Material Adverse Effect.


                                        14
<PAGE>

            (m)   FOREIGN   CORRUPT    PRACTICES.    None   of   the   Company   or   any
Subsidiary, nor any director, officer, agent, employee or other Person acting on
behalf of any of them has,   in the course of its   actions   for, or on behalf of,
such entity (i) used any corporate   funds for any unlawful   contribution,   gift,
entertainment or other unlawful   expenses relating to political   activity;   (ii)
made any   direct   or   indirect   unlawful   payment   to any   foreign   or   domestic
government   official or employee from corporate   funds;   (iii) violated or is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as
amended;   or (iv) made any unlawful bribe,   rebate,   payoff,   influence payment,
kickback   or other   unlawful   payment   to any   foreign   or   domestic   government
official or employee; except for such actions referred to in clauses (i) through
(iv) which,   individually or in the aggregate,   could not reasonably be expected
to have a Material Adverse Effect.

            (n) TRANSACTIONS   WITH   AFFILIATES.   Except as set forth in SCHEDULE
3(N)   hereto,   other   than   the   issuance   of   restricted   stock   and the   other
arrangements   disclosed on SCHEDULE   3(N),   none of the   officers,   directors or
employees   of any of the Company or any   Subsidiary   is presently a party to any
transaction   with any of the Company or any Subsidiary   (other than for ordinary
course   services as employees,   officers or directors),   including any contract,
agreement or other   arrangement   providing for the   furnishing of services to or
by,   providing for rental of real or personal   property to or from, or otherwise
requiring payments to or from any such officer,   director or employee or, to the
knowledge of the Company, any corporation, partnership, trust or other entity in
which any such officer,   director,   or employee has a substantial interest or is
an officer, director, trustee or partner.

            (o) EQUITY   CAPITALIZATION.   As of the date hereof and before giving
effect to the Merger, the Acquisitions,   and the financings   contemplated in the
Transaction   Documents,   the authorized capital stock of the Company consists of
one million   shares of Common Stock,   all of which,   as of the date hereof,   are
issued and outstanding.   All of such   outstanding   shares of Common Stock of the
Company have been validly issued and are fully paid and nonassessable. Except as
disclosed in SCHEDULE 3(O):   (i) none of the Company's   capital stock is subject
to   preemptive   rights or any other   similar   rights   or any Liens   suffered   or
permitted   by the   Company;   (ii) there are no   outstanding   options,   warrants,
scrip, rights to subscribe to, calls or commitments of any character   whatsoever
relating   to, or   securities   or rights   convertible   into,   or   exercisable   or
exchangeable   for, any capital stock of the Company or any of its   Subsidiaries,
or contracts,   commitments,   understandings or arrangements by which the Company
or any of its   Subsidiaries is or may become bound to issue   additional   capital
stock of the Company or any of its   Subsidiaries   or options,   warrants,   scrip,
rights   to   subscribe   to,   calls or   commitments   of any   character   whatsoever
relating   to, or   securities   or rights   convertible   into,   or   exercisable   or
exchangeable   for, any capital stock of the Company or any of its   Subsidiaries;
(iii) there are no outstanding debt securities, notes, credit agreements, credit
facilities or other agreements, documents or instruments evidencing Indebtedness
of the Company or any of its   Subsidiaries or by which the Company or any of its
Subsidiaries is or may become bound except for such Indebtedness   which (x) will
be paid or satisfied in full   substantially   concurrently   with the Closing with
the   proceeds   of the   purchase   of   securities   hereunder,   of the Common   PIPE
Offering,   and under the Senior   Loan   Agreement   or (y)   constitutes   Permitted
Indebtedness (as defined in the Notes);   (iv) there are no financing   statements
securing obligations in any material amounts, either singly or in the aggregate,
filed in connection with the Company or any of its


                                       15
<PAGE>

Subsidiaries   other than financing   statements   evidencing   Permitted Liens; (v)
there are no   agreements or   arrangements   under which the Company or any of its
Subsidiaries is obligated to register the sale of any of their   securities under
the 1933 Act   (except   pursuant to the   Registration   Rights   Agreement   and the
Common PIPE   Registration   Rights Agreement and registration   rights the Company
has agreed to provide to the Agent, the existing shareholders listed on Schedule
2(b) to the Registration Rights Agreement, certain members of management and the
current   holders   of   ShellCo   Common   Stock);   (vi)   there   are no   outstanding
securities   or   instruments   of the   Company   or any of its   Subsidiaries   which
contain   any   redemption   or   similar   provisions,   and there are no   contracts,
commitments,   understandings   or arrangements by which the Company or any of its
Subsidiaries   is or may become   bound to redeem a security of the Company or any
of such   Subsidiaries;   (vii) there are no securities or instruments   containing
anti-dilution   or similar   provisions   that will be triggered by the issuance of
the Securities;   (viii) the Company does not have any stock appreciation   rights
or "phantom   stock" plans or agreements   or any similar plan or agreement;   (ix)
all the   Company's   outstanding   options   and   warrants   shall be   cancelled   at
Closing;   and (x) no securities of the Company or any   Subsidiary   are listed or
quoted on any stock exchange or automated quotation system. All of the Company's
outstanding options and warrants shall be canceled at Closing. Immediately after
giving   effect to the Merger,   (i) all of the Company's   issued and   outstanding
stock   shall be owned by   ShellCo   and (ii) all other   securities   issued by the
Company   (including,   without limitation,   any securities   disclosed in Schedule
3(o))   shall have been   exchanged   for shares of   ShellCo's   Common   Stock.   The
Company has made   available to the Buyers true,   correct and complete   copies of
the Company's   Certificate of Incorporation,   as amended and as in effect on the
date hereof (the "CERTIFICATE OF   INCORPORATION"),   and the Company's Bylaws, as
amended and as in effect on the date hereof (the   "BYLAWS"),   and all agreements
relating to securities   convertible   into, or exercisable or   exchangeable   for,
shares of Common Stock and the material rights of the holders thereof in respect
thereof.

            (p)   INDEBTEDNESS   AND   OTHER   CONTRACTS.   Except   as   disclosed   in
SCHEDULE 3(P),   none of the Company or any   Subsidiary   (i) has any   outstanding
Indebtedness   (as defined   below)   except for   Permitted   Indebtedness   and such
Indebtedness which will be paid or satisfied in full substantially   concurrently
with Closing with the proceeds of the purchase of securities   hereunder,   of the
Common PIPE Offering,   and under the Senior Loan   Agreement,   (ii) is a party to
any contract,   agreement or instrument, the violation of which, or default under
which, by the other   party(ies) to such contract,   agreement or instrument could
reasonably   be   expected   to result in a Material   Adverse   Effect,   (iii) is in
violation   of any   term   of or in   default   under   any   contract,   agreement   or
instrument   relating   to any   Indebtedness,   except   where such   violations   and
defaults   would not   result,   individually   or in the   aggregate,   in a Material
Adverse   Effect,   or (iv) is a party to any   contract,   agreement or   instrument
relating to any   Indebtedness,   the performance of which, in the judgment of the
Company's   officers,   could be   reasonably   expected to have a Material   Adverse
Effect.   Immediately   after giving   effect to the Merger,   none of ShellCo,   the
Company,   any Target,   or Subsidiary   shall have any   outstanding   Indebtedness,
other than the Notes,   the   Permitted   Senior   Indebtedness   (as   defined in the
Notes) and the Permitted Indebtedness (as defined in the Notes). For purposes of
this Agreement:   (x) "INDEBTEDNESS" of any Person means, without duplication (A)
all indebtedness for borrowed money, (B) all obligations   issued,   undertaken or
assumed as the   deferred   purchase   price of   property   or   services,   including
(without   limitation)   "capital   leases" in accordance   with generally   accepted
accounting principles (other


                                       16
<PAGE>

than trade payables   entered into in the ordinary   course of business),   (C) all
reimbursement   or payment   obligations   in respect of letters of credit,   surety
bonds and other similar   instruments,   (D) all   obligations   evidenced by notes,
bonds,   debentures or similar   instruments,   including   obligations so evidenced
incurred in connection with the   acquisition of property,   assets or businesses,
(E) all   indebtedness   created or arising   under any   conditional   sale or other
title retention agreement,   or incurred as financing,   in either case in respect
of any property or assets acquired with the proceeds of such indebtedness   (even
though the rights and remedies of the seller or bank under such agreement in the
event of default are limited to repossession or sale of such property),   (F) all
monetary   obligations   under   any   leasing   or   similar   arrangement   which,   in
connection with generally accepted accounting   principles,   consistently applied
for the periods   covered   thereby,   is   classified as a capital   lease,   (G) all
indebtedness   referred to in clauses   (A)   through (F) above   secured by (or for
which the holder of such   Indebtedness   has an   existing   right,   contingent   or
otherwise,   to be secured   by) any   mortgage,   lien,   pledge,   charge,   security
interest   or other   encumbrance   upon or in any   property   or assets   (including
accounts and contract rights) owned by any Person,   even though the Person which
owns such assets or property has not assumed or become liable for the payment of
such indebtedness, and (H) all Contingent Obligations in respect of indebtedness
or   obligations   of others of the kinds   referred   to in clauses (A) through (G)
above;   (y)   "CONTINGENT   OBLIGATION"   means,   as to any   Person,   any direct or
indirect   liability,   contingent or otherwise,   of that Person in respect of any
indebtedness,   lease,   dividend   or other   obligation   of another   Person if the
primary purpose or intent of the Person incurring such liability, or the primary
effect   thereof,   is to provide   assurance to the obligee of such liability that
such   liability   will be paid or   discharged,   or that any   agreements   relating
thereto will be complied   with,   or that the holders of such   liability   will be
protected   (in   whole or in   part)   against   loss in   respect   thereof;   and (z)
"PERSON" means an individual,   a limited   liability   company,   a partnership,   a
joint venture,   a corporation,   a trust,   an   unincorporated   organization   or a
government or any department or agency thereof.

            (q) ABSENCE OF   LITIGATION.   There is no action,   suit,   proceeding,
inquiry or investigation   that if adversely   determined,   individually or in the
aggregate,   would have a Material Adverse Effect before or by, any court, public
board,   government agency,   self-regulatory   organization or body pending or, to
the knowledge of the Company,   threatened against or affecting the Company,   any
Subsidiary, any of their respective officers or directors, or the Common Stock.

            (r)   INSURANCE.   The   Company   and each   Subsidiary   is   insured   by
insurers of recognized   financial   responsibility   against such losses and risks
and in such   amounts as   management   of the   Company   believes to be prudent and
customary in the   businesses   in which such   entities   are engaged.   None of the
Company or any   Subsidiary has any reason to believe that it will not be able to
renew its existing   insurance   coverage as and when such coverage   expires or to
obtain   similar   coverage from similar   insurers as may be necessary to continue
its business at a cost that would not have a Material Adverse Effect.

            (s) EMPLOYEE RELATIONS.

                  (i) None of the   Company or any   Subsidiary   is a party to any
collective   bargaining   agreement or employs any member of a union.   The Company
and its Subsidiaries believe that the Company's relations with its employees and
the relations of its Subsidiaries with


                                       17
<PAGE>

their respective Subsidiaries are good. No executive officer (as defined in Rule
3b-7   promulgated   under   the 1934 Act) of the   Company   or any   Subsidiary   has
notified the Company or such   Subsidiary   that such officer intends to leave the
Company or   Subsidiary,   as applicable,   or otherwise   intends to terminate such
officer's   employment   with the Company or   Subsidiary.   To the knowledge of the
Company,   no executive   officer of the Company or any   Subsidiary   is, or is now
expected to be, in violation of any material   term of any   employment   contract,
confidentiality,     disclosure     or     proprietary     information     agreement,
non-competition agreement, or any other contract or agreement or any restrictive
covenant and the continued   employment of each such   executive   officer does not
subject the Company or any   Subsidiary to any liability in respect of any of the
foregoing   matters   except such   violations   and/or   liabilities   that would not
individually   or in the   aggregate   be   reasonably   expected   to have a Material
Adverse Effect.

                  (ii) The Company and the   Subsidiaries   are in compliance with
all federal,   state,   local and foreign laws and regulations   respecting   labor,
employment   and   employment   practices   and   benefits,   terms and   conditions of
employment   and   wages and   hours,   except   where   failure   to be in   compliance
therewith   would not   result,   either   individually   or in the   aggregate,   in a
Material Adverse Effect.

            (t) TITLE. The Company and the Subsidiaries   (other than the Foreign
Subsidiaries)   have good and marketable title in fee simple to all real property
and good   and   valid   title   to all   personal   property   owned by them   which is
material to the business of the Company or Subsidiary,   as   applicable,   in each
case free and clear of all Liens except for   Permitted   Liens (as defined in the
Notes).   To the knowledge of the Company,   (i) none of the Foreign   Subsidiaries
owns fee simple   interest in any real property (or the equivalent   thereof under
applicable   law) and (ii) each of the   Foreign   Subsidiaries   has good and valid
title to all personal   property   owned by them which is material to the business
of   such   Subsidiary,   except   where   failure   to have   good   and   valid   title,
individually   or in the   aggregate,   would not be reasonably   expected to have a
Material Adverse Effect, free and clear of all Liens other than Permitted Liens.
Except as set forth on SCHEDULE   3(T),   any real   property and   facilities   held
under lease by the Company or any of the Subsidiaries are held by the applicable
entity under valid,   subsisting and   enforceable   leases with such exceptions as
are not material and do not interfere   with the use made and proposed to be made
of such   property   and   buildings   by the Company and such   Subsidiaries.   Where
failures to have such valid,   subsisting and enforceable   lease(s)   exist,   such
failures, in the aggregate, would not have a Material Adverse Effect.

            (u) INTELLECTUAL   PROPERTY RIGHTS.   The Company and the Subsidiaries
(other than Foreign   Subsidiaries)   own or possess and, to the   knowledge of the
Company, the Foreign Subsidiaries own or possess, adequate rights or licenses to
use   all   trademarks,   trade   names,   service   marks   and all   applications   and
registrations therefor,   patents, patent rights,   copyrights,   original works of
authorship, inventions, licenses, approvals, governmental authorizations,   trade
secrets and other intellectual property rights ("INTELLECTUAL   PROPERTY RIGHTS")
necessary to conduct their respective businesses as now conducted. Except as set
forth on SCHEDULE 3(U), none of the Company's or the   Subsidiaries'   registered,
or applied for,   Intellectual Property Rights have expired or terminated or have
been   abandoned,   or are   expected   to expire or   terminate   or   expected   to be
abandoned, within three years from the date of this Agreement. The terminations,
expirations or abandonments   of such   registered,   or applied for,   Intellectual
Property Rights


                                       18
<PAGE>

would not, in the aggregate,   have a Material   Adverse Effect.   The Company does
not   have   any   knowledge   of   any   infringement   by the   Company   or any of the
Subsidiaries   of    Intellectual    Property   Rights   of   others   except   of   such
infringement that would not have a Material Adverse Effect.   Except as set forth
on SCHEDULE 3(U), there is no claim, action or proceeding being made or brought,
or to the knowledge of the Company, being threatened, against the Company or any
Subsidiary regarding their respective   Intellectual Property Rights and any such
claims,   actions and proceedings being made,   brought or threatened would not in
the aggregate,   have a Material   Adverse   Effect.   The Company is unaware of any
facts   or   circumstances    which   might   give   rise   to   any   of   the   foregoing
infringements or claims, actions or proceedings which would,   individually or in
the aggregate,   have a Material Adverse Effect. The Company and the Subsidiaries
have taken reasonable security measures to protect the secrecy,   confidentiality
and value of all of their Intellectual Property Rights.

            (v) ENVIRONMENTAL   LAWS. The Company and the Subsidiaries (i) are in
compliance with any and all Environmental   Laws (as hereinafter   defined),   (ii)
have received all permits,   licenses or other   approvals   required of them under
applicable Environmental Laws to conduct their respective businesses,   (iii) are
in   compliance   with all terms and   conditions   of any such   permit,   license or
approval and (iv) to the Company's knowledge, there are no events, conditions or
circumstances   reasonably   likely to result in   liability   of the Company or any
Subsidiary   pursuant to   Environmental   Laws,   except   where,   in the   foregoing
clauses (i) through (iv) the failure to so comply with such Environmental   Laws,
permits,   licenses or other   approvals   or to obtain such   permits,   licenses or
approvals   would not be   reasonably   expected   to have,   individually   or in the
aggregate,   a Material Adverse Effect. The term   "ENVIRONMENTAL   LAWS" means all
federal,   state,   local or foreign laws   relating to pollution or   protection of
human health or the environment   (including,   without   limitation,   ambient air,
surface   water,   groundwater,   land surface or   subsurface   strata),   including,
without   limitation,   laws   relating   to   emissions,    discharges,   releases   or
threatened   releases   of   chemicals,   pollutants,    contaminants,   or   toxic   or
hazardous substances or wastes   (collectively,   "HAZARDOUS   MATERIALS") into the
environment, or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials,
as well as all   authorizations,   codes,   decrees,   demands   or   demand   letters,
injunctions,   judgments,   licenses,   notices or notice letters, orders, permits,
plans or regulations issued, entered, promulgated or approved thereunder.

            (w) SUBSIDIARY   RIGHTS.   The Company or one of its   Subsidiaries has
the   unrestricted   right   to   vote,   and   (subject   to   limitations   imposed   by
applicable   law)   to   receive    dividends   and   distributions   on,   all   capital
securities   of   its   Subsidiaries   owned   by the   Company   or   such   Subsidiary,
respectively,    subject   to   the   Transaction   Documents   and   the   Senior   Loan
Documents.   Each   Target   or   one   of   their   respective   Subsidiaries   has   the
unrestricted   right to vote, and (subject to   limitations   imposed by applicable
law) to receive dividends and   distributions   on, all capital   securities of its
Subsidiaries   as   owned   by such   Target   or   such   Subsidiary,   subject   to the
Transaction Documents and the Senior Loan Documents.

            (x) TAX STATUS.   Except as set forth on SCHEDULE   3(X),   the Company
and each Subsidiary (i) has made or filed all foreign,   federal, state and local
income and all other tax   returns,   reports   and   declarations   required   by any
jurisdiction   to   which   it is   subject,   (ii) has   paid   all   taxes   and   other
governmental assessments and charges that are material in amount, shown or


                                       19
<PAGE>

determined to be due on such   returns,   reports and   declarations,   except those
being   contested   in good faith and for which the Company   has made   appropriate
reserves on its books and (iii) has set aside on its books provision   reasonably
adequate for the payment of all taxes for periods   subsequent   to the periods to
which   such   returns,   reports   or   declarations   apply.   Except as set forth on
SCHEDULE   3(X),   there are no   material   unpaid   taxes   claimed to be due by the
taxing authority of any jurisdiction, and the officers of the Company kno