ASSET PURCHASE AND SALE AGREEMENT

Exhibit 2.1

EXECUTION COPY

This Asset Purchase and Sale Agreement (the Agreement) has been included solely to provide investors with information regarding its terms and is not intended to modify or supplement any factual disclosures about ABM Industries Incorporated (the Company) in the Company’s public reports filed with the Securities and Exchange Commission. Except for its status as a contractual document that establishes and governs the legal relations between the parties thereto with respect to the transactions described in the Agreement, the Agreement is not intended to be a source of factual, business or operational information about any of the parties.

The representations, warranties, covenants and agreements made by the parties in the Agreement were made only for purposes of such Agreement and are made as of specific dates. The assertions embodied in those representations and warranties were made for purposes of the Agreement and are subject to qualifications and limitations agreed to by the respective parties in connection with negotiating the terms of the Agreement. In addition, certain representations and warranties may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders or may have been used for the purpose of allocating risk between the respective parties rather than establishing matters as facts.

ASSET PURCHASE AND SALE AGREEMENT

by and among

SELLERS

and

PURCHASER

Dated as of August 29, 2008

TABLE OF CONTENTS

Schedules

Sellers Disclosure Schedule

ASSET PURCHASE AND SALE AGREEMENT

     ASSET PURCHASE AND SALE AGREEMENT, dated as of August 29, 2008 (this “ Agreement ”), by and among ABM INDUSTRIES INCORPORATED , a Delaware corporation (“ Parent ”), AMTECH LIGHTING SERVICES, AMTECH LIGHTING SERVICES OF THE MIDWEST and AMTECH LIGHTING AND ELECTRICAL SERVICES , each of which are California corporations (the “ Selling Subsidiaries ”) (Parent and the Selling Subsidiaries each a “ Seller ” and collectively, “ Sellers ”), and SYLVANIA LIGHTING SERVICES CORP. , a Delaware corporation (“ Purchaser ”).

     WHEREAS, Parent, through the Selling Subsidiaries, owns and operates a business segment that installs, services and repairs non-residential lighting and related electrical systems;

     WHEREAS, Purchaser desires to purchase and assume from Sellers, and Sellers desire to sell and transfer to Purchaser, certain of the assets and liabilities of the Business (as defined hereinafter) upon the terms and subject to the conditions set forth in this Agreement.

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

ARTICLE I.
DEFINITIONS

      1.1 Definitions(a) As used in this Agreement, each of the following terms shall have the following meanings:

      (i) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act.

      (ii) “Agreed Accounting Principles” means those accounting principles set forth on Schedule 3.2(a).

      (iii) “Applicable Law” means, with respect to any Person, any law, code, regulation, rule, order, judgment or decree to which such Person (and, in the case of Sellers, the Business), or any of their respective Affiliates, as the case may be, are subject.

      (iv) “Assignment and Assumption Agreement” means the Assignment and Assumption Agreement to be delivered at the Closing with respect to the Assumed Liabilities substantially in the form of Exhibit A hereto.

      (v) “Assumptions” means the following assumptions: (1) the operation of the Business in the ordinary course of business consistent with past practices; (2) aggregate costs based upon historical aggregate costs of the Business, as reasonably adjusted to reflect current aggregate cost levels of the Business as of

the date hereof, over the remaining current terms (disregarding any renewals or extensions of such contracts after the Closing) of the Assumed Contacts (or the Deferred Charge Contracts, as applicable); (3) the provision of service levels and workmanship necessary to fulfill the terms of each Assumed Contract (or Deferred Charge Contract, as applicable) in accordance with industry standards; (4) no changes in the general economic conditions or changes affecting the industry generally in which the Selling Subsidiaries operate (other than changes that are generally known or anticipated as of the date hereof); (5) all customers under the Assumed Contracts (or the Deferred Charge Contracts, as applicable) will continue to do business with Sellers prior to the Closing and Purchaser after the Closing, will not terminate such Assumed Contracts (or Deferred Charge Contracts) and will honor their commitments under such Assumed Contracts (or Deferred Charge Contracts); (6) the other reasonable assumptions, methodologies and parameters used by Sellers in estimating matters with respect to any contracts, including, where applicable, those set forth on Schedule 1.1(a) of Sellers Disclosure Schedule; and (7) no adverse effects due to the announcement or pendancy of this Agreement and the transactions contemplated hereby (including any action or inaction by any of the customers, suppliers or Employees of the Business). Wherever in this Agreement the words “assuming the application of the Assumptions,” or words of similar import, are used, such term means the reasonable application, as of the date hereof, of each of the Assumptions under the particular circumstances, including the particular provisions of any particular Assumed Contract or Deferred Charge Contract.

      (vi) “Balance Sheet” means the unaudited balance sheet of the Business as of April 30, 2008, which is included in the Financial Statements.

      (vii) “Bill of Sale” means the Bill of Sale and Assignment to be delivered at the Closing with respect to the Purchased Assets substantially in the form of Exhibit B hereto.

      (viii) “Books and Records” means all books, records, files, documents, financial records, bills, accounting records, tax records, Tax Returns, operating manuals, personnel records, customer and supplier lists and files, including customer lists, preprinted materials, artwork, and other similar items, in whatever medium.

      (ix) “Business” means the business of the Selling Subsidiaries as of the Closing Date, including the business of marketing, selling, installing, servicing and repairing non-residential lighting and related electrical systems (including projects, maintenance, repair, relamping, retrofitting, troubleshooting, and other related services).

      (x) “Business Day” means any day other than Saturday, Sunday and any day which is a legal holiday or a day on which banking institutions in the State of California are authorized by law or other governmental action to close.

      (xi) “Code” means the United States Internal Revenue Code of 1986, as amended, and Treasury regulations promulgated thereunder.

      (xii) “Compelling Reasons” means a reason or reasons beyond the reasonable control of Parent or its Affiliates, such as (without limitation) (1) the requirements of a customer, (2) pricing or terms that are not considered to be “market” (i.e., those which are generally available in the marketplace), (3) repeated non-performance by Purchaser and/or any of its Affiliates after notice from Sellers, their Affiliates or any customer and an opportunity to cure such non-performance, or (4) Purchaser (or any successors or assignees permitted hereunder) ceasing to be a United States entity with financial statements audited by a reputable, independent auditor.

      (xiii) “Competitive Business” means a business of marketing, selling, installing, servicing and/or repairing non-residential lighting and related electrical systems in the United States, or a business that is substantially similar to, or is competition with, the Business in the United States. The janitorial, parking, security, engineering and facilities businesses of Parent and its Affiliates are not Competitive Businesses to the extent they are providing Permitted Services and so long as they observe the covenants set forth in Section 7.7.

      (xiv) “Confidentiality Agreement” means the Mutual Confidentiality Agreement, dated as of June 12, 2007, by and between Parent and Purchaser.

      (xv) “Data Room” means a virtual data room established by Sellers and reasonably accessible by Purchaser and its counsel; the Data Room shall be established and accessible to Purchaser and its counsel during the period commencing no later than the tenth (10 ^th ) day after the date of this Agreement and ending on the earlier of the Closing or the termination of this Agreement, and access to the Data Room shall be subject to the Confidentiality Agreement. All items referenced in this Agreement to be included in the Data Room shall be included within such ten (10) day period after the date of this Agreement.

      (xvi) “Employee” means any employee of any Seller as of the Closing Date (including employees who are not actively at work as of the Closing Date on account of sickness, vacation, family medical leave, sick leave or other normal course temporary absence (but excluding disability, authorized leave of absence or other situations where the absence is either long-term or indeterminate)), whose work or function is related primarily to the operation of the Business.

      (xvii) “Employee Plan” means any plan described in Section 3(3) of ERISA and any other deferred compensation, equity compensation, bonus, change in control, insurance, disability, incentive compensation, severance, fringe benefit or other benefit or compensation plan, agreement, policy or arrangement, in each case made available to any Employees, with respect to which any of Sellers or any ERISA Affiliate could have any liability, whether directly or indirectly.

      (xviii) “Encumbrances” means any mortgages, pledges, liens (statutory or otherwise), security interests, easements, rights-of-way, covenants, claims, conditional and installment sale agreements, restrictions or encumbrances and charges of any kind or nature whatsoever (other than those related to this Agreement).

      (xix) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder.

      (xx) “ERISA Affiliate” means any Person that currently or previously would be deemed a single employer with any Seller within the meaning of Section 4001(b) of ERISA or Section 414 of the Code.

      (xxi) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

      (xxii) “Governmental Authority” means a domestic or foreign federal, state, municipal or local government, legislative, or regulatory authority, agency or commission, including courts of competent jurisdiction and arbitrators.

      (xxiii) “Head Office” means the head corporate office of the Business located in Anaheim, California.

      (xxiv) “Inventory” means the complete inventory of goods in transit, work in progress, raw materials, spare parts, supplies, materials and merchandise of the Business held for sale or to be consumed in the performance of maintenance, installation, repair and project services.

      (xxv) “Knowledge” means the actual knowledge, after diligent inquiry or investigation, of (a) with respect to Sellers, the following individuals: Steve Zaccagnini and/or David Orr, and (b) with respect to Purchaser, the following individuals: Chris Coliandris and/or James Gass.

      (xxvi) “Lighting Work” means work (including services) included in the definition of Business.

      (xxvii) “Multi-Service Work” means work (including services) that includes Lighting Work that is marketed, sold, performed and/or priced in conjunction or connection with, or is bundled with, Non-Lighting Work.

      (xxviii) “Non-Lighting Work” means work (including services) other than Lighting Work.

      (xxix) “Permitted Encumbrances” means (A) Encumbrances securing only the Assumed Liabilities, (B) Encumbrances for Taxes not yet due and payable or the validity of which Taxes is being contested in good faith by appropriate proceedings, and (C) Encumbrances of carriers, warehousemen, mechanics and material men and other like Encumbrances arising in the ordinary

course of business that are discharged through the payment of invoices and are not delinquent.

      (xxx) “Permitted Services” means lighting and related electrical services performed by employees and subcontractors on behalf of Parent or any Affiliates of Parent (other than the Selling Subsidiaries) that are part of the ordinary and customary janitorial, parking, security, engineering and facilities businesses of Parent or such Affiliates.

      (xxxi) “Person” means an individual, a partnership, a joint venture, a corporation, a limited liability company, a limited liability partnership, a trust, an unincorporated organization or a Governmental Authority or any department or agency thereof.

      (xxxii) “Predecessor” means any Person that was or is a predecessor entity or entities to Sellers or any of their respective Affiliates by any legal means, including (i) pursuant to any legal requirement, whether by statutory merger, de facto merger, consolidation, combination, division, sale of assets, dissolution, reorganization or otherwise or (ii) based on any theory or doctrine of successor liability, whether by statute or at common law.

      (xxxiii) “Sellers Disclosure Schedule” means the disclosure schedule attached to this Agreement and delivered by Sellers to Purchaser pursuant to the terms of this Agreement.

      (xxxiv) “Stand Alone Lighting Work” means Lighting Work which is not marketed, sold, performed and/or priced in conjunction or connection with, or otherwise bundled with, Non-Lighting Work.

      (xxxv) “Tax” means any (and “Taxes” means all) federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax (or taxes) of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not.

      (xxxvi) “Tax Return” means any return, report, information return or other document (including any amendment thereto, and any schedule or attachment thereto and related or supporting information) supplied or required to be supplied to any authority with respect to Taxes.

      (xxxvii) “Temporary Lease Period” means the period during which Purchaser is leasing the Partially Utilized Facilities (as defined below) pending relocation of the Business from the Partially Utilized Facilities.

      (xxxviii) “Threshold” has the meaning set forth on Schedule 1.1(b) of Sellers Disclosure Schedule.

      (xxxix) “Transferred Employees” means those Employees who are offered employment by, and accept employment with, Purchaser or an Affiliate of Purchaser in connection with the consummation of the transactions contemplated by this Agreement.

      (xl) “Transition Services” means the services contemplated to be provided under the Transition Services Agreement.

      (xli) “Transition Services Agreement” means the Transition Services Agreement to be executed and delivered at the Closing substantially in the form of Exhibit C hereto.

      (xlii) “Variable Margin” means the percentage obtained from the following equation:

Revenues — Direct Expenses = Variable Margin

Revenues

where,

“Revenues” means the total revenues of the Business for the relevant period; and

“Direct Expenses” means the sum of the following direct expenses of the Business for the relevant period: labor; subcontract; materials and supplies; deferred cost amortization; and overhead (includes vehicle expense, fuel, worker’s compensation insurance, other insurance, travel expense, payroll taxes, health and welfare benefit expenses, vehicle and equipment rental, storage rental, miscellaneous direct supplies expenses, direct supervision wages, and auto, truck and equipment depreciation expenses).

All Revenues and Direct Expenses are those which are reflected in the Amtech Lighting income statement prepared and maintained by Parent on a consistent basis. For illustration purposes, the Variable Margin for the three (3) month period ended January 31, 2008 is 20.1%, as reflected in Schedule 1.1(c) of Sellers Disclosure Schedule.

      (xliii) “WARN Act” means the Federal Worker Adjustment Retraining and Notification Act of 1988, and the rules and regulations thereunder.

      (b) Each of the following terms has the meaning specified in the Section set forth opposite such term:

ARTICLE II.
SALE AND PURCHASE

      2.1 The Sale

          Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, Sellers shall sell, assign, convey, transfer and deliver to Purchaser and Purchaser shall purchase, acquire and accept from Sellers, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Sellers’ right, title and interest in and to all of the Business, properties, assets, goodwill and rights of Sellers, in each case primarily related to the Business, of whatever kind or nature, tangible or intangible, other than the Excluded Assets (collectively, the “ Purchased Assets ”), including (in each case, primarily related to the Business):

      (a) all of Sellers’ contracts, agreements, documents, instruments, guarantees, plans, understandings or arrangements, written or oral, with customers of the Business, including service, repair, maintenance, installation and project contracts and agreements of the Business, including any amendments and supplements, modifications or side letters thereto, and any other agreements with customers of the Business and related to work performed by Sellers in connection with the Business (collectively, the “ Assumed Contracts ”);

      (b) the leasehold interests, including any prepaid rent, security deposits and options to renew or purchase in connection therewith, of Sellers in real property primarily relating to the Business other than Partially Utilized Facility Leases (as

defined in Section 2.2(g)) (the “ Assumed Leases ”), as listed on Schedule 5.14 of Sellers Disclosure Schedule;

      (c) the furniture, equipment, machinery, supplies, vehicles, tools, personal property, fixtures and other tangible property owned, used, leased or licensed by Sellers (including one AS400 IBM Computer and all software required to operate such AS400 IBM Computer as a stand-alone machine not tied to any Sellers’ systems, to be programmed and fully prepared for use by the Business in substantially the same manner as the AS400 IBM Computer and such software is currently used by the Business, which will be delivered to Purchaser in accordance with the Transition Services Agreement) (the “ Equipment ”);

      (d) all vehicle and Equipment leases of the Business set forth on Schedule 2.1(d) of Sellers Disclosure Schedule (the “ Vehicle and Equipment Leases ”);

      (e) the Inventory of the Business;

      (f) the Books and Records of the Business, including the Books and Records of the Business residing at the branches, the Head Office and the Partially Utilized Facilities, including (i) if the transfer thereof is expressly consented to in writing, in form and substance reasonably satisfactory to Sellers, by the applicable Employee, any personnel and related human resources and individual payroll records with respect to such Employee that are in the possession or control of Sellers, their Affiliates or their respective agents, and (ii) sales and use Tax records (items referenced in (i), if the transfer thereof is not so consented to in such writing by the applicable Employee, being called the “ Excluded Records ”);

      (g) the operating manuals of the Business;

      (h) the know-how (including all material documentation relating thereto in existence as of the Closing Date) and, to the extent existing, the trade secrets, technology and inventions, related to the Business;

      (i) to the extent existing, the patents (including all reissues, divisions, continuations and extensions of such patents), patent applications, trade names, trademarks, service marks, trademark or service mark registrations and registration applications, product designations, product and service goodwill, trade dress, copyrights, license rights, all computer software necessary to operate the Business (except JD Edwards financial software and any mass market software licensed to Sellers that is generally available to businesses and subject to “shrink-wrap” or “click-through” license agreements (“ Commercially Available Software ”)), specifications, data, logos, slogans, and designs together with all registrations and applications relating to the Business (including all right, title and interest of Sellers in and to the name “Amtech” except registered trademark Number 1263198);

      (j) all rights under warranties, representations and guarantees made by suppliers, manufacturers or contractors in connection with the operation of the Business or affecting any of the Purchased Assets;

      (k) to the extent assignable, all Permits relating to the Business in existence on the date hereof, as set forth on Schedule 2.1(k) of Sellers Disclosure Schedule to be delivered not later than ten (10) days after the date of this Agreement and copies of which are to be included in the Data Room, and all such Permits received by any of the Sellers prior to the Closing that are assignable to Purchaser on or prior to the Closing;

      (l) to the extent assignable, all right, title and interest in and under fidelity, performance and surety bonds of the Business, including those relating to specific jobs of the Business involving sub-contractors performing work for the Business (the “ Performance Bonds ”), that are in existence on the date hereof and set forth on Schedule 2.1(l) of Sellers Disclosure Schedule to be delivered not later than ten (10) days after the date of this Agreement and copies of which are to be included in the Data Room, and all Performance Bonds entered into by the Sellers after the date of this Agreement that are assignable to Purchaser on or prior to the Closing Date;

      (m) all security deposits, other than those related to Assumed Leases and Partially Utilized Facility Leases (as defined below), paid by Sellers in connection with the Business, and any claim, remedy or other right related to any of the foregoing;

      (n) all goodwill relating to the Business;

      (o) all post office boxes and all external telephone numbers used by Sellers exclusively in the Business, including all toll-free telephone numbers and local telephone numbers for the branch locations of the Business; and

      (p) any other assets primarily used by Sellers in the Business on the Closing Date that are not specifically listed above or identified as Excluded Assets.

      2.2 Excluded Assets

          Purchaser shall not acquire pursuant to this Agreement, the Purchased Assets shall not include and Sellers shall retain the following (collectively, the “ Excluded Assets ”):

      (a) all cash, bank deposits in transit and cash equivalents of the Business;

      (b) all accounts receivable and notes receivable of Sellers, together with any unpaid interest or fees accrued thereon or other amounts receivable with respect thereto, and any claim, remedy or other right related to any of the foregoing;

      (c) the Excluded Records;

      (d) all insurance policies covering the Business or the Purchased Assets;

      (e) all rights to insurance proceeds arising (i) prior to the Closing Date with respect to the Purchased Assets or the conduct of the Business, or (ii) at any time with respect to the Excluded Assets;

      (f) all refunds and credits relating to Taxes paid by Sellers and their respective Affiliates or Taxes in connection with the conduct of the Business prior to the Closing whether such refund is received as a payment or a credit against future Taxes payable;

      (g) the ownership interest in any real property owned by Parent or its Affiliates (including the ownership interest in the real property located at 15241 Tradesman, San Antonio, Texas and the real property located at 1326 N.E. 63 ^rd Ave., Portland, Oregon), and the leasehold interests, including any prepaid rent, security deposits and options to renew or purchase in connection therewith, of Sellers (the “ Partially Utilized Facility Leases ”) with respect to the locations only partially occupied and utilized by the Business (the “ Partially Utilized Facilities ”);

      (h) the minute and record books, corporate seal, stock records and organizational documents of Sellers;

      (i) all rights under any retirement, profit sharing or other employee benefit plan of Sellers;

      (j) all loans, employment commission, employment and consulting contracts or similar contracts and life insurance maintained by Sellers;

      (k) all AS400 IBM Computers (other than the one referenced in Section 2.1(c)), all JD Edwards financial software, all Commercially Available Software and the registered trademark Number 1263198;

      (l) all intercompany contracts or agreements, other than the Assumed Contracts, and any other contracts or agreements with respect to any of the Excluded Assets;

      (m) all external telephone numbers of any Employee that is not a Transferred Employee;

      (n) all securities or ownership interests of any Person; and

      (o) any other assets that are specifically identified and described on Schedule 2.2(o) of Sellers Disclosure Schedule.

      2.3 Assumed Liabilities

          Except as provided in Section 2.4 hereof, Purchaser agrees, effective at the Closing Date, to assume, pay, perform and discharge, when due:

      (a) all obligations or liabilities, including performance obligations, under the Assumed Contracts, Assumed Leases and Vehicle and Equipment Leases included in the Purchased Assets, relating to the period after the Closing Date (excluding liability for breach or non-performance under the Assumed Contracts, Assumed Leases or Vehicle

and Equipment Leases occurring prior to the Closing Date, which shall be retained by Sellers);

      (b) all obligations under Performance Bonds included in the Purchased Assets;

      (c) obligations of Purchaser of the nature described in Section 7.5 and Section 7.14; and

      (d) all contractual customer warranty obligations arising from the sale of products or the furnishing of services by Sellers prior to the Closing to the extent that (i) such warranty obligations relate to workmanship or product failure, (ii) such warranty obligations are not reimbursed by the respective manufacturer, and (iii) the reasonable costs (whether labor, materials or otherwise) incurred in service of such warranty obligations do not exceed $100,000 per calendar year.

          The foregoing obligations, liabilities and commitments, and no others, shall be hereinafter referred to as the “ Assumed Liabilities ”.

      2.4 Excluded Liabilities

          Purchaser shall not assume and shall not be obligated to pay, perform or otherwise discharge any liabilities and obligations of Sellers, of any kind whatsoever, fixed or contingent, known or unknown, and whether or not such liabilities are the subject matter of any representation or warranty of Sellers in this Agreement, not expressly assumed pursuant to this Agreement (collectively, the “ Excluded Liabilities ”). Without intending to limit in any way the generality of the definition of “Excluded Liabilities”, the parties agree that Excluded Liabilities shall include the following:

      (a) all liabilities in respect of causes of action, claims, suits or proceedings of or involving third parties relating to the Business or the Purchased Assets arising out of incidents or events occurring on or prior to the Closing Date, including: all insurance (including workers compensation, general liability, automobile and property damage) claims; actions, claims, suits or proceedings with respect to liability under or violations of Environmental Laws; or failure to comply with Applicable Laws or Permits;

      (b) all liabilities for breach or non-performance under the Assumed Contracts, Assumed Leases and Vehicle and Equipment Leases occurring on or prior to the Closing Date (notwithstanding any assumption of such liabilities required of Purchaser by landlords or lessors in connection with any assignments of the Assumed Leases or Vehicle and Equipment Leases);

      (c) all accounts payable of Sellers as of the Closing, all indebtedness for borrowed money of Sellers and obligations of Sellers of the nature described in Section 7.14;

      (d) any liabilities or obligations of Sellers in respect of any Excluded Assets or other assets of Sellers which are not Purchased Assets, whether or not such liabilities or obligations arise before or after the Closing Date;

      (e) except with respect to obligations of Purchaser as provided in Section 7.5 or Section 7.14, any Taxes of Sellers, the Business or the Purchased Assets;

      (f) any liabilities or obligations of Sellers for the unpaid Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law or regulation), as a transferee or successor, by contract, or otherwise;

      (g) all employment related liabilities and obligations, including (i) any liabilities or obligations of Sellers pursuant to any employment or consulting agreements with any director, officer, employee or consultant of any Seller and any liabilities or obligations of Sellers pursuant to any employment or similar agreements with any employee or independent contractor and (ii) any liabilities or obligations arising from or relating to (A) the termination of employment by Sellers of any Employees and (B) the hiring, employment or discharge by Sellers of any Employees;

      (h) all liabilities or obligations of Sellers or any ERISA Affiliate arising under or related to any Employee Plans or any other benefit arrangement (including any stay bonus or similar arrangement entered into or created by Sellers or their Affiliates as a result of this transaction), including (i) liabilities or obligations arising under or related to any defined benefit pension plan subject to Title IV of ERISA; (ii) withdrawal or any other liabilities or obligations arising under or related to a “multiemployer plan” (as defined in Section 3(37) of ERISA); and (iii) all liabilities or obligations for or arising from any health care continuation coverage required to be offered and provided under Section 4980B of the Code and Sections 601 et seq. of ERISA (“ COBRA ”) to employees, former employees and any other COBRA qualified beneficiaries with respect to any Seller, including those who incur a COBRA qualifying event in connection with the transactions contemplated by this Agreement;

      (i) all known or unknown environmental liabilities and claims arising out of the ownership, use or operation of the Business, the Leased Properties, or any of the Purchased Assets, including Assumed Leases, prior to the Closing, including the presence, release or threatened release of Hazardous Materials prior to the Closing and any liabilities or obligations of Sellers arising as a result of acts or occurrences occurring prior to Closing under any Environmental Laws, including the Comprehensive Environmental Response, Compensation and Liability Act, as amended, and regardless of whether, by operation of law or otherwise, Purchaser is or may also be liable for such liabilities and/or claims;

      (j) all obligations or liabilities arising from the sale of products or the furnishing of services by Sellers prior to the Closing, whether pursuant to customer warranty claims or otherwise, to the extent not reimbursed by manufacturers’ or suppliers’ warranties, other than customer warranty obligations assumed by Purchaser under Section 2.3(d) above; and

      (k) any obligations or liabilities arising from or related to discontinued, sold or abandoned businesses, or commercial operations of Sellers or any Predecessors.

ARTICLE III.
PURCHASE PRICE AND OTHER MATTERS

      3.1 Purchase Price

          In consideration of the sale, conveyance, assignment and transfer of the Purchased Assets, at the Closing, Purchaser shall pay to Parent, on behalf of Sellers, an amount equal to (a) $34 million, and (b) $600,000, as consideration for the first four (4) months of IT support services under the Transition Services Agreement (the “ Closing Purchase Price ”). The Closing Purchase Price shall be paid at the Closing in immediately available funds by wire transfer. The Closing Purchase Price payable by Purchaser at the Closing will be subject to future adjustment as provided in Section 3.2.

      3.2 Closing Purchase Price Adjustments

      (a) Inventory Adjustment . After the Closing Date, Purchaser shall conduct a complete, item-by-item physical count of the Inventory as of the Closing Date (the “ Inventory Count ”) under the supervision of Parent and, after the completion of the Inventory Count, deliver to Parent a certificate, signed by an officer of Purchaser, setting forth the Inventory Count. As soon as reasonably practicable after the Closing Date, (i) Purchaser (using and supervising Purchaser’s employees, Transferred Employees and the individuals providing the Transition Services) shall calculate the book value of the Inventory as of the Closing Date in accordance with and using the methodology of the Agreed Accounting Principles and, to the extent a particular matter is not addressed in the Agreed Accounting Principles, such matter shall be addressed in a manner consistent with the prior business practices of the Selling Subsidiaries (the “ Closing Date Inventory Value ”) and (ii) Purchaser shall deliver to Parent a statement, signed by an officer of Purchaser, setting forth the Closing Date Inventory Value. Purchaser shall use its reasonable best efforts (i) to complete the Inventory Count by the end of the first weekend, and not later than the second weekend, following the Closing Date and deliver the certificate thereof to Parent within fifteen (15) days after the Closing Date, and (ii) to calculate the Closing Date Inventory Value within one hundred twenty (120) days after completion of the Inventory Count.

      (b) Review of Closing Date Inventory Value . After delivery to it of the Closing Date Inventory Value, Parent (and its representatives) shall be afforded the opportunity to review any supporting documentation relating to the preparation of the Closing Date Inventory Value and to consult with Purchaser and its representatives, if necessary, regarding the methods used in the preparation thereof. After Parent’s receipt of the Closing Date Inventory Value, Parent shall either inform Purchaser in writing that the Closing Date Inventory Value is acceptable or object to the Closing Date Inventory Value in writing setting forth a specific description of the objections and specifying in reasonable detail the nature and extent of such disagreement. Parent shall use its

reasonable best efforts to so respond to such proposed Closing Date Inventory Value within forty-five (45) days after its receipt by Parent. If Parent objects to the Closing Date Inventory Value, the parties shall attempt to resolve such objections on a mutually agreeable basis pursuant to good faith negotiations between Parent and Purchaser within thirty (30) days after Purchaser’s receipt of such objections and any such resolution shall be made in writing and signed by Purchaser and Parent. If the parties cannot so resolve such objections, the parties shall submit the disagreement to Deloitte & Touche LLP in a location outside of California for resolution or, if Deloitte & Touche LLP is not available to serve, then to Ernst & Young LLP or another independent public accounting firm mutually acceptable to the parties (the “ Neutral Accountant ”). The decision of the Neutral Accountant shall be delivered to Purchaser and Parent in writing and shall be (i) made within thirty (30) days of the submission of the dispute, or as soon as possible thereafter as determined by the Neutral Accountant, based solely on materials presented by Purchaser and Parent, (ii) in accordance with this Agreement and (iii) final and binding upon the parties. Upon the receipt by Purchaser of Parent’s written acceptance of the Closing Date Inventory Value, or the written resolution by the parties of any objections to the Closing Date Inventory Value made by Parent, or the receipt by Purchaser and Parent of the written decision of the Neutral Accountant regarding the Closing Date Inventory Value provided above, the Closing Date Inventory Value (as adjusted, if necessary) shall be deemed to have been determined as the final Closing Date Inventory Value (the “ Final Closing Date Inventory Value ”). Each party shall bear the fees, costs and expenses of its own accountants and shall share equally the fees, costs and expenses of the Neutral Accountant.

      (c) Adjustment to the Closing Purchase Price; Payment . Upon the determination of the Final Closing Date Inventory Value, in accordance with the procedures set forth in Section 3.2(b), if the Final Closing Date Inventory Value is greater than or less than the benchmark of $19,200,000, a net payment, reflecting an adjustment to the Closing Purchase Price, shall be made by one party to the other according to the following rules:

      (i) if the Final Closing Date Inventory Value is greater than the benchmark of $19,200,000, Purchaser shall pay to Parent (A)(i) the Final Closing Date Inventory Value minus the Excepted Items Value, multiplied by 67%, plus (ii) the Excepted Items Value, minus (B) $12,864,000 (the benchmark Inventory value of $19,200,000 multiplied by 67%), or

      (ii) if the Final Closing Date Inventory Value is less than the benchmark of $19,200,000, Parent shall pay to Purchaser (A) $12,864,000 (the benchmark Inventory value of $19,200,000 multiplied by 67%), minus (B)(i) the Final Closing Date Inventory Value minus the Excepted Items Value, multiplied by 67%, plus (ii) the Excepted Items Value.

“ Excepted Items Value ” means the Closing Date Inventory Value of the following categories of Inventory purchased between the date of this Agreement and the Closing: (i) Sylvania lamps and ballasts, and (ii) Inventory purchased for specific contracted

projects and service calls that is not available from Sylvania or is non-Sylvania products specifically requested by a customer.

For illustrative purposes only, Schedule 3.2(c) sets forth several examples of the adjustments in Section 3.2(c).

      (d) Any payment required under Section 3.2(c) above shall be made by wire transfer of immediately available funds within ten (10) days after the Final Closing Date Inventory Value is determined in accordance with Section 3.2(b) to an account designated in writing by the applicable party at least one (1) Business Day prior to the expiration of such ten-day period. If such payment is not made within such ten (10) day period, the amount due and payable under Section 3.2(c) shall bear interest thereon from the Closing Date to the date of payment calculated at the prime rate in effect on the Closing Date as reported in the Wall Street Journal.

      3.3 Deferred Charge Contracts

      (a) Part I of Schedule 3.3 of Sellers Disclosure Schedule sets forth information with respect to the Assumed Contracts that contain deferred charges (the “ Deferred Charge Contracts ”). Part II of Schedule 3.3 of Sellers Disclosure Schedule sets forth an amortization schedule with respect to the amortization of the deferred costs under, and in accordance with, each of the Deferred Charge Contracts (the “ Deferred Charge Contracts Amortization Schedule ”). Sellers shall promptly notify Purchaser in writing regarding any Deferred Charge Contracts entered into by any of Sellers after the date hereof and prior to the Closing Date, such notification to include the information set forth on Part I of Schedule 3.3 of Sellers Disclosure Schedule and the amortization schedule required by Part II of Schedule 3.3 of Sellers Disclosure Schedule with respect to such Deferred Charge Contracts, and Schedule 3.3 of Sellers Disclosure Schedule shall be deemed supplemented by such information. Sellers, jointly and severally, represent and warrant to Purchaser that the information set forth in Parts I and II of Schedule 3.3 of Sellers Disclosure Schedule, as so supplemented, is complete (based on the categories presented) and accurate and is in accordance with the Books and Records of the Business and the respective Deferred Charge Contracts. Within ten (10) days after the date of this Agreement, Sellers will make available to Purchaser and its counsel in the Data Room (i) copies of the ten (10) largest Deferred Charge Contracts based upon contracted revenue over the remaining current terms of such Deferred Charge Contracts (disregarding any renewals or extensions after the Closing) and will provide additional Deferred Charge Contracts as may be requested by Purchaser during due diligence, and (ii) such detail as reasonably requested by Purchaser regarding (A) costs incurred in connection with providing services pursuant to each Deferred Charge Contract, and (B) details regarding the service history for each Deferred Charge Contract, in a format consistent with Schedule 3.3 of Sellers Disclosure Schedule and, subject to Section 7.10, with access to all additional available information that may be reasonably requested by Purchaser with respect to such Deferred Charge Contract. If Purchaser reasonably determines that the provision of services after the Closing (assuming the application of the Assumptions to the performance of each Deferred Charge Contract) will produce a Variable Margin of less than the Threshold on an

aggregate basis for all Deferred Charge Contracts, and/or if there is a breach of Sellers’ representations and warranties contained in this Section 3.3, such shortfall below the Threshold and/or such breach shall be deemed to be an “Adverse Condition” for purposes of Section 7.15 below.

      (b) All monthly payments received by Purchaser from customers with respect to the deferred costs for each Deferred Charge Contract (including any prepayments of such monthly payments not associated with a termination of such Deferred Cost Contract) will be allocated and paid to Sellers in accordance with the Deferred Charge Contracts Amortization Schedule.

      (c) If any Deferred Charge Contract is terminated after the Closing, all payments under such Deferred Charge Contract will be applied and paid as follows: (i) first, to Purchaser and Sellers pro rata according to the costs of Purchaser to perform services for the customer after the Closing and the deferred costs of Sellers due pursuant to such Deferred Charge Contract, respectively, until such costs have been paid in full, and (ii) second, the remainder to Purchaser.

      3.4 Regarding Target Customers

      (a) As promptly as possible after the date of this Agreement, Purchaser and Sellers shall jointly request from the customers whose Assumed Contracts are the top twenty-five (25) Assumed Contracts based on contracted revenue over the remaining current terms of such Assumed Contracts (disregarding any renewals or extensions after the Closing) (the “ Target Customers ”) and whose consent is necessary under the applicable Assumed Contracts consent to the assignment pursuant to this Agreement of the Assumed Contracts to which such customers are parties. Such request will, in the discretion of Purchaser, include a joint teleconference or joint personal visit to the respective Target Customers. For purposes of Section 3.4(b) below, the “Consent” of a Target Customer shall be deemed given if either (i) such Target Customer affirmatively consents in writing to the transfer of the Assumed Contracts to which such Target Customer is a party, or (ii) such Target Customer does not affirmatively indicate prior to the Closing that it will not permit Purchaser to continue the Business under such Assumed Contracts. Notwithstanding anything to the contrary contained herein, at the Closing, Parent shall consent in writing, and cause its Affiliates to consent in writing, to the assignment to Purchaser of all of the Assumed Contracts listed on Schedule 5.15(a) of Sellers Disclosure Schedule.

      (b) If more than three (3) of the top ten Target Customers whose consent is necessary under the applicable Assumed Contracts do not Consent to assignment of their respective Assumed Contracts, such failure of consent for such Target Customers shall be deemed to be an “Adverse Condition” for purposes of Section 7.15 below.

      (c) With respect to the Assumed Contracts for Target Customers, Sellers represent and warrant that: (i) each of the Assumed Contracts for the #2 and #5 Target Customers is assignable to Purchaser without the consent of the respective customers; and (ii) of the top ten (10) Assumed Contracts for Target Customers, four (4) are

Deferred Charge Contacts and each of the respective customers cannot terminate the subject Assumed Contract without accelerating all deferred charges and other outstanding liabilities under such Assumed Contract.

      (d) Sellers further represent and warrant that the information and statements set forth on Schedule 3.4(d) of Sellers Disclosure Schedule shall be true and correct in all material respects, in each case, as of the date of this Agreement.

ARTICLE IV.
THE CLOSING

      4.1 Time and Place of Closing

          Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, the closing of the transactions contemplated by this Agreement (the “Closing” ) will take place at 8:00 A.M. (Pacific Time) on such date, after completion by Purchaser of its due diligence as contemplated by Section 7.15, and at such place, as the parties may reasonably agree. The date and time at which the Closing actually occurs is hereinafter referred to as the “ Closing Date .” The Closing shall be considered effective as of 11:59 P.M. (Eastern Time) on the Closing Date. The parties shall use reasonable best efforts to cause the Closing to take place by September 30, 2008, or as soon thereafter as practicable.

      4.2 Deliveries by Sellers

          At the Closing, Sellers shall deliver the following to Purchaser:

      (a) The Bill of Sale, duly executed by Sellers;

      (b) Any assignments of the Assumed Leases, in form and substance reasonably satisfactory to Purchaser (the “ Assumed Leases Assignments ”), duly executed by the applicable Seller or its Affiliate and consented to by the applicable landlords, received by Sellers prior to the Closing as well as any other documents received by Sellers from landlords prior to the Closing, that relate to the transfer or assignment of the Assumed Leases;

      (c) The certificate contemplated by Section 8.2(c);

      (d) An exclusive, perpetual license agreement, in form and substance reasonably satisfactory to Purchaser, with respect to all trademarks related to the names “Amtech,” “Amtech Lighting” or related or similar names for all uses and activities (the “Amtech License Agreement” ), except for the uses licensed to Otis Elevator Company pursuant to that certain Trademark and Trade Name License Agreement, dated August 15, 2003, among Parent, Amtech Elevator Services, Inc. and Otis Elevator Company, duly executed by the applicable Seller, and all such other instruments of assignment, conveyance or release from Sellers as shall, in the reasonable opinion of Purchaser and its counsel, be necessary to transfer to Purchaser the Purchased Assets free and clear of

all Encumbrances (other than Permitted Encumbrances) in accordance with this Agreement and, where necessary or desirable, in recordable form;

      (e) A certification of non-foreign status in a form which complies with Section 1445 of the Code and the regulations thereunder;

      (f) The Transition Services Agreement, duly executed by Parent and Amtech Lighting Services;

      (g) Such other agreements, documents, instruments and writings (other than consents of third-parties) as are required to be delivered by Sellers at or prior to the Closing Date pursuant to this Agreement or as may otherwise be reasonably requested by Purchaser in connection herewith;

      (h) Leases or subleases with respect to the Partially Utilized Facility Leases, in form and substance reasonably satisfactory to Purchaser, as described in Section 7.8, duly executed by the applicable Seller, and leases, in form and substance reasonably satisfactory to Purchaser, with respect to all real property owned by Sellers and primarily used in the Business, including a lease at a monthly rent of $4,830 with respect to the real property located at 15241 Tradesman, San Antonio, Texas (the “ San Antonio Lease ”) and a lease with respect to the real property located at 1326 N.E. 63 ^rd Ave., Portland, Oregon (the “ Portland Lease ”), duly executed by Parent or the applicable Affiliate of Parent;

      (i) A certificate of the secretary of state of the state of incorporation or organization, as the case may be, of each Seller dated as of a recent date as to the due incorporation or organization and good standing of such Seller;

      (j) A certificate of the Secretary or an Assistant Secretary of each of Sellers dated the Closing Date and certifying (i) that attached thereto are true, complete and correct copies of the Certificates of Incorporation (or Articles of Incorporation) and By-laws of Sellers, each as amended to and as in effect on the date of such certification, and (ii) that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Boards of Directors of Sellers and shareholders of the Selling Subsidiaries, approving the transactions contemplated hereby and authorizing the execution, delivery and performance by Sellers of this Agreement and the sale and transfer of the Purchased Assets;

      (k) The Assignment and Assumption Agreement, duly executed by Sellers;

      (l) A lease assumption agreement, in form and substance reasonably satisfactory to Purchaser, duly executed by PHH Corporation Company or its applicable Affiliate, with respect to certain leased vehicles of the Business included in the Purchased Assets (the “ PHH Lease Assumption Agreement ”) or, in the alternative, title to such vehicles free and clear of all Encumbrances (other than Permitted Encumbrances); and

      (m) Duly executed lease assumption agreements, in form and substance reasonably satisfactory to Purchaser, duly executed by the applicable lessors, with respect to all Vehicle and Equipment Leases included in the Purchased Assets (other than leases of immaterial items of Equipment such as photocopiers, postage machines and the like) that are not assigned by the PHH Lease Assumption Agreement or, in the alternative, title to such vehicles and Equipment free and clear of all Encumbrances (other than Permitted Encumbrances).

      4.3 Deliveries by Purchaser

          At the Closing, Purchaser shall deliver the following to Sellers:

      (a) The Closing Purchase Price by wire transfer of immediately available funds to Parent;

      (b) The certificate contemplated by Section 8.3(c);

      (c) The Assignment and Assumption Agreement, duly executed by Purchaser;

      (d) The Amtech License Agreement, duly executed by Purchaser;

      (e) The Transition Services Agreement, duly executed by Purchaser;

      (f) Leases or subleases with respect to the Partially Utilized Facilities, in form and substance reasonably satisfactory to Purchaser, as described in Section 7.8, duly executed by Purchaser;

      (g) The San Antonio Lease, the Portland Lease and all other leases with respect to real property owned by Sellers and primarily used in the Business, duly executed by Purchaser;

      (h) If delivered by Sellers pursuant to Section 4.2(l), the PHH Lease Assumption Agreement, duly executed by Purchaser;

      (i) Any Assumed Lease Assignments received by Sellers prior to the Closing, duly executed by Purchaser;

      (j) If delivered by Sellers pursuant to Section 4.2(m), lease assumption agreements, in form and substance reasonably satisfactory to Purchaser, with respect to all Vehicle and Equipment Leases included in the Purchased Assets (other than leases of immaterial items of Equipment such as photocopiers, postage machines and the like) that are not assigned by the PHH Lease Assumption Agreement, duly executed by Purchaser;

      (k) Any other instruments or writings, as shall, in the reasonable opinion of Sellers, be necessary for Purchaser to be legally bound to fulfill its obligations under Section 2.3 hereof;

      (l) Such other agreements, documents, instruments and writings as may be required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement or as may otherwise be reasonably requested by Sellers in connection herewith;

      (m) A certificate of the Secretary of State of the State of Delaware dated as of a recent date as to the due incorporation and good standing of Purchaser; and

      (n) A certificate of the Secretary or an Assistant Secretary of Purchaser dated the Closing Date, and certifying (i) that attached thereto is a true, complete and correct copy of the Certificate of Incorporation and By-laws of Purchaser, as amended and as in effect on the date of such certification, and (ii) that attached thereto are true, complete and correct copies of the resolutions duly adopted by the Board of Directors of Purchaser approving the transactions contemplated hereby and authorizing the execution, delivery and performance by Purchaser of this Agreement.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF SELLERS

     Except as set forth in Sellers Disclosure Schedule (it being understood that disclosure with respect to any Schedule shall be deemed disclosure for any other Schedule to the extent that such disclosure could reasonably be interpreted to apply to such other Schedule), each Seller, jointly and severally, hereby represents and warrants to Purchaser the following:

      5.1 Organization; Qualification

          Each Seller is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each Seller has all requisite corporate power and authority to own, lease, and operate the Purchased Assets and to carry on the Business as it is now being conducted by it. Each Seller is duly qualified to do business and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties of the Business owned or used by it requires such qualification, except where the failure to be so qualified would not adversely affect the Business in an amount in excess of $500,000. Parent is the record and beneficial owner and holder of all of the issued and outstanding equity securities of each of the Selling Subsidiaries. None of the Selling Subsidiaries has any subsidiaries.

      5.2 Authority Relative to this Agreement

          Each Seller has full corporate power and authority to execute and deliver this Agreement and all other agreements and documents contemplated hereby to be delivered by such party pursuant to Section 4.2 (as to any party hereto, the “ Ancillary Documents ”) and to consummate the transactions contemplated hereby and by the Ancillary Documents. The execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and by the Ancillary Documents have been duly and validly authorized and approved by all requisite action and no other proceedings on the part of

any Seller is necessary to authorize this Agreement, the Ancillary Documents, or to consummate the transactions contemplated hereby and by the Ancillary Documents. This Agreement has been duly executed and delivered by each Seller and at the Closing each Seller will have executed and delivered its respective Ancillary Documents. Assuming due authorization, execution and delivery by Purchaser of this Agreement and the Ancillary Documents, this Agreement constitutes, and, upon their execution and delivery, the Ancillary Documents will constitute, valid and binding obligations of each Seller, enforceable against each of them in accordance with their respective terms.

      5.3 Consents and Approvals; No Violation

          Except as set forth on Schedule 5.3 of Sellers Disclosure Schedule, the execution and delivery of this Agreement and the Ancillary Documents by each Seller, the consummation by each Seller of the transactions contemplated by this Agreement or the compliance of each Seller with the provisions of this Agreement will not (a) conflict with or result in any breach of any provision of the organizational documents or by-laws of such Seller or result in the creation of any Encumbrance (other than any Permitted Encumbrance) upon any of the Purchased Assets pursuant to any mortgage, indenture, lease agreement or other instrument to which any Seller is a party, (b) require any consent, approval, waiver, filing with or notification to, any Governmental Authority except for those requirements which become applicable to such Seller as a result of the specific regulatory status of Purchaser (or any of its Affiliates) or as a result of any other facts that specifically relate to the business or activities in which Purchaser (or any of its Affiliates) are or propose to be engaged; (c) result in a material violation or material breach of or material default (or give rise to any right of termination, cancellation or acceleration) under, or require any consent under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license or other instrument or obligation to which such Seller is a party or by which such Seller, or any of the Purchased Assets may be bound (in each case other than Assumed Contracts and Assumed Leases), except for such instances where requisite waivers or consents have been obtained; or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Seller, or any of the Purchased Assets. No representations are made with respect to any third party consents that may be required in connection with this Agreement and the transactions contemplated hereby with respect to the Assumed Contracts and the Assumed Leases or the consequences of the failure to seek or obtain any such consent.

      5.4 Absence of Certain Changes or Events

          Except as otherwise set forth in this Agreement or as set forth on Schedule 5.4 of Sellers Disclosure Schedule and except for the write-down of $5 million of goodwill in the second fiscal quarter of 2008 as a result of the negotiations with respect to the transactions contemplated hereby, since October 31, 2007, Sellers have conducted the Business in the ordinary course consistent with past practices and there has not been (a) any Adverse Condition (as defined in Section 7.15) in excess of $380,000 or a Material Adverse Condition (as defined in Section 7.15); (b) any sale, transfer, pledge or other disposition of any tangible or intangible assets of any of the Sellers used primarily in the Business (except sales of Inventory or replacement of service vehicles in the ordinary course of business) having an aggregate book value of $50,000 or more; (c) any declaration or payment of any dividend or other distribution of cash or other property in respect of any of the Selling Subsidiaries’ capital stock, or any

redemption, purchase or other acquisition of any of the Selling Subsidiaries’ capital stock; (d) any early termination or non-renewal, amendment, cancellation or waiver of any contract material to the Business or any early termination or non-renewal, amendment, cancellation or waiver of any rights or claims of any of Sellers under any such contract (except in each case in the ordinary course of business and consistent with past practices and except to the extent that, in the aggregate, such terminations, amendments, cancellations or waivers have not adversely affected the Business in an amount in excess of $500,000); (e) any change in the accounting methods, procedures or practices followed by any of Sellers, any change in the application of U.S. GAAP (as defined in Section 5.11), or any change in depreciation or amortization policies or rates theretofore adopted by Sellers; (f) any material change in policies, operations or practices with respect to business operations followed by any of Sellers, including with respect to selling methods, returns, discounts or other terms of sale; (g) any capital appropriation or expenditure or commitment therefor on behalf of the Selling Subsidiaries in excess of $25,000 individually, or $100,000 in the aggregate, other than vehicles purchased or leased in the ordinary course of business; (h) any general uniform increase, other than in the ordinary course of business, in the cash or other compensation of employees of any of the Selling Subsidiaries, or any increase in any such compensation payable to any individual officer, director, consultant or agent thereof; or (j) any agreement, whether in writing or otherwise, by any of Sellers to take or do any of the actions enumerated in this Section 5.4.

          Since the date of the Balance Sheet, sales of products and services for the Business have been made in the ordinary course of business consistent with past practice.

      5.5 Labor Matters

      (a) Except as set forth on Schedule 5.5(a) of Sellers Disclosure Schedule, with respect to employees of Sellers who perform services primarily relating to the Business: (i) there is no labor strike, slowdown, stoppage, dispute or unfair labor practice claim actually pending or to Sellers’ Knowledge threatened against or affecting Sellers and there has not been any labor strike, slowdown, stoppage, dispute or unfair labor practice claim during the last two (2) years; (ii) Sellers have not received notice that any representation petition respecting any employees has been filed with the National Labor Relations Board; (iii) to Sellers’ Knowledge there are no current organizational activities associated with any union campaign; and (iv) there are no claims pending or threatened in writing against Sellers to the effect that Sellers do not utilize customary and/or accurate procedures for the documentation and approval of hours worked and the payment of overtime compensation for all hourly employees.

      (b) Schedule 5.5(b) of Sellers Disclosure Schedule lists all collective bargaining agreements or any other written agreements with any labor organization, union group or association (“ Labor Unions ”) directly relating to the Business and to which Sellers are a party as of the date hereof or which is currently being negotiated by Sellers, copies of which have been delivered to Purchaser.

      (c) Schedule 5.5(c) of Sellers Disclosure Schedule which will be delivered not later than ten (10) days after the date of this Agreement contains a schedule of (i) all employees (including sales representatives) and consultants of Sellers who perform

services primarily relating to the Business whose individual cash compensation for the year ended October 31, 2007 was in excess of $50,000, together with the amount of total compensation paid to each such person for the twelve month period ended October 31, 2007 and the current aggregate base salary or hourly rate (including any bonus or commission) for each such person, and (ii) all employees who perform services primarily relating to the Business eligible for bonuses, commissions or equity consideration with a value in excess of 25% of such employee’s annual base salary.

      (d) No employee of any Seller who performs services primarily relating to the Business has been offered or promised employment with Sellers following the Closing except Mr. David Orr, Ms. Ronda Bennett, Mr. Steven Zaccagnini, Ms. Vangie San Juan or as otherwise provided in this Agreement.

      5.6 Legal Proceedings, etc.

     Except as set forth on Schedule 5.6 of Sellers Disclosure Schedule, there are no claims, actions, suits, investigations or proceedings pending, or to Sellers’ Knowledge threatened, against Sellers, relating to the Business or the Purchased Assets which, if adversely determined, would, in the aggregate, result in liabilities or obligations of more than $500,000. Except as set forth on Schedule 5.6 of Sellers Disclosure Schedule, none of Sellers are subject to any outstanding judgment, rule, order, writ, injunction or decree of any Governmental Authority relating to the Business or the Purchased Assets.

      5.7 Compliance with Law

      (a) The Business is not being and has not been conducted in material violation of any Applicable Law or any order, writ, injunction or decree of any court or Governmental Authority. The Business has all material permits, certifications, licenses, approvals, orders, consents and other authorizations of any Governmental Authority necessary to conduct its business as currently conducted (collectively, the “ Permits ”). The Business is not in material violation of the terms of any Permit.

      (b) None of Sellers nor any of their respective directors, officers, agents or employees, nor any other Person associated with or acting for or on behalf of Sellers, has directly or indirectly, with respect to the Business (i) made any bribe, payoff, influence payment or kickback, (ii) established or maintained any fund or asset that has not been recorded in the Books and Records of Sellers in violation of any Applicable Law, including the Foreign Corrupt Practices Act of 1977, as amended (the “ FCPA ”), or (iii) otherwise violated any federal or state anti-corruption law or regulation, including the FCPA.

      (c) All representatives and agents of Sellers are required to comply and conduct themselves in accordance with Parent’s Code of Business Conduct (the “ CBC ”). To Sellers’ Knowledge, no representative or agent of Sellers has violated the CBC.

      (d) All directors, officers, managers, administrators, salespersons, attorneys and accountants of Sellers have received and executed annual certificates of compliance with the CBC in accordance with the terms and conditions of the CBC.

      5.8 Taxes

      (a) Except as set forth on Schedule 5.8(a) of Sellers Disclosure Schedule: (i) Sellers have filed or have caused to be filed on a timely basis all Tax Returns that are or were required to be filed with respect to the Purchased Assets or the operation of the Business; (ii) all such Tax Returns were correct in all material respects and accurately reflect in all material respects all liability for Taxes for the periods covered thereby; and (iii) all Taxes due and payable by Sellers with respect to the Purchased Assets and the operation of the Business shown in such Tax Returns have been paid; (iv) there are no Encumbrances for Taxes upon the Purchased Assets except for Permitted Encumbrances; (v) all accrued but unpaid Taxes as of the dates of the Financial Statements have been accrued in the Financial Statements in accordance with U.S. GAAP; and (vi) none of the Selling Subsidiaries are partners of any part