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 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

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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.

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

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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").

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

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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 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

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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 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.

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(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 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

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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, 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

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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.

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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, restriction or exception of any kind that has the practical
effect of creating a mortgage, lien,

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<PAGE>

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.

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<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

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<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
affect the exemption from registration enjoyed by the sale of the Securities
pursuant to this

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<PAGE>

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.

(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

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<PAGE>

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.

(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

14
<PAGE>

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
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

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<PAGE>

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 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

16
<PAGE>

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 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,

17
<PAGE>

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 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

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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
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 know of no
basis for any such claim. Each of the claims set forth on SCHEDULE 3(X) is being
contested in good faith or would not be expected, individually or in the
aggregate, to have a Material Adverse Effect. Except as

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set forth on SCHEDULE 3(X), no liens have been filed securing taxes and other
governmental assessments and charges and no claims are being asserted by or
against the Company or any of the Subsidiaries in respect of any taxes (other
than liens for taxes not yet due and payable) or other governmental assessments
or charges. Except as set forth on SCHEDULE 3(X), none of the Company or any of
the Subsidiaries has received notice of assessment or proposed assessment of any
taxes claimed to be owed by it or any other Person on its behalf. Except as
disclosed on SCHEDULE 3(X), none of the Company or any of the Subsidiaries is a
party to any tax sharing or tax indemnity agreement or any other agreement of a
similar nature that remains in effect. None of the items set forth on SCHEDULE
3(X) would, individually or in the aggregate, have a Material Adverse Effect.
Each of the Company and the Subsidiaries has complied in all material respects
with all applicable legal requirements relating to the payment and withholding
of taxes and, within the time and in the manner prescribed by law, has withheld
from wages, fees and other payments and paid over to the proper governmental or
regulatory authorities all amounts required.

(y) INTERNAL ACCOUNTING CONTROLS. The Company and each of the
Subsid