Exhibit 1.01

Riddleberger Brothers Stock Purchase Agreement

Execution Version

STOCK PURCHASE AGREEMENT

BY AND BETWEEN

COMFORT SYSTEMS USA, INC.

(“Comfort” and/or “Purchaser”)

and

JAMES P. YOUNG

DATED AS OF FEBRUARY 29, 2008

Table of Contents

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STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “ Agreement ”), dated as of February 29, 2008, is by and between Comfort Systems USA, Inc., a Delaware corporation (“Comfort “ and/or “Purchaser”) and James P. Young, an individual resident of the Commonwealth of Virginia (“ Seller ”).  Comfort and Seller are sometimes individually referred to herein as a “ Party ” and collectively as the “ Parties .”

RECITALS

WHEREAS , Seller owns all of the issued and outstanding common stock, no par value per share, of Riddleberger Brothers, Inc., a Virginia corporation (“Riddleberger” or the “Company”), such stock constituting all of the issued and outstanding capital stock (of all classes) of the Company (the “ Stock ”);

WHEREAS , Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, all of the Stock upon the terms and conditions set forth herein;

WHEREAS , Seller is making certain representations, warranties and indemnities herein as an additional inducement to enter into this Agreement;

WHEREAS , the Parties have agreed to the sale and purchase of the Stock pursuant to the terms of this Agreement; and

WHEREAS , capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in Exhibit A attached hereto.

NOW, THEREFORE , in consideration of the premises and the respective representations, warranties and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
PURCHASE AND SALE; CLOSING

SECTION 1.1  Purchase and Sale of Stock .  Subject to the terms and conditions of this Agreement, Seller hereby sells, conveys, transfers and delivers to Purchaser, and Purchaser hereby purchases, all of the Stock, free and clear of all Encumbrances.

SECTION 1.2  Purchase Price .  In reliance upon the representations, warranties and agreements of Seller contained herein, the aggregate purchase price for the Stock (the “ Purchase Price ”) shall equal Thirty Four Million Dollars and No Cents ($34,000,000.00).  The Purchase Price shall be subject to a post-closing adjustment as provided in Section 1.3 below.  The Purchase Price shall be paid by Purchaser to Sellers by (i) a one-time cash payment in immediately available funds of Twenty Three Million Dollars and No Cents ($23,000,000.00) payable at closing to Seller, which cash payment shall be allocated as set forth on Schedule 1.2(a) ; and (ii) the execution and delivery to Seller of a note in the amount of Eleven Million

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Dollars and No Cents ($11,000,000.00) in the form of a promissory note to Seller in the form attached hereto as Exhibit B accruing interest at 6% per annum, which interest shall be compounded quarterly, and payable in three equal annual installments (the “Note”).  Further, at the time and on the terms set forth in the Earn-Out Agreement attached as Exhibit C (the “Earn-Out Agreement”), Purchaser shall pay to Seller the Earn-Out, if any (as that term is defined in the Earn-Out Agreement).

SECTION 1.3  Working Capital Purchase Price Adjustment .  The Parties hereby agree that the Purchase Price is based on the requirement that the Company have Working Capital of at least 10.4% of trailing twelve months’ revenues at the time of Closing (“Required Working Capital”).  Following the Closing, and within 60 days, Seller shall undertake and prepare an analysis that in accordance with GAAP determines what the Company’s Working Capital, if any, was as of Closing (“Closing Working Capital”), including the Seller’s calculation of the Required Working Capital, and shall, at that time, provide Purchaser with such calculation (the “Seller’s Statement”).  Within 45 days after receipt of Seller’s Statement the Purchaser shall either accept Seller’s Statement, which statement will then be deemed the final statement (“Final Statement”) or certify to Seller its alternate calculation of the Closing Working Capital and Required Working Capital (the “Purchaser’s Statement”).    The Parties shall then make good faith efforts to meet and resolve the differences between the Seller’s Statement and the Purchaser’s Statement.  If within 30 days after receipt by Seller of the Purchaser’s Statement, the Parties have been unable to reach agreement, the Parties within 15 days thereafter shall jointly select an independent certified public accounting firm, or if they are unable to do so, within 20 days thereafter either Purchaser or Seller shall request the American Arbitration Association to designate a firm of independent certified public accountants, having no past or current affiliation with Seller, Seller’s Affiliates, Purchaser, or Purchaser’s Affiliates (such selected accounting firm being referred to herein as the “Arbitrator”), to determine which calculation of the Closing Working Capital and Required Working Capital is more accurate, the Seller’s Statement or the Purchaser’s Statement, and will certify the Arbitrator’s choice as the Final Statement.  The Arbitrator shall certify this decision in writing to Purchaser and Seller, and shall have no other choice but to select either the Seller’s Statement in its entirety or the Purchaser’s Statement in its entirety.  The Arbitrator’s determination shall be final and binding on the parties.  The fees, costs, and expenses of the Arbitrator, including any attorneys’ fees related thereto, shall be borne by the Seller if the Purchaser’s Statement is selected by the Arbitrator as most accurate and shall be borne by the Purchaser if the Seller’s Statement is selected by the Arbitrator as most accurate.  Once the Final Statement has been determined pursuant to this paragraph, the Closing Working Capital reflected on the Final Statement shall be deemed the Final Working Capital (“Final Working Capital”).  If the Final Working Capital is less than the Required Working Capital, Seller shall pay such shortfall  within 15 days of the determination of the Final Statement.  Any amounts owed pursuant to this section that are not paid within 90 days after the Closing Date shall earn interest at an annual rate of 6%, compounded quarterly, from the Closing Date until paid.

SECTION 1.4  Closing Date .  The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on or before February 29, 2008 (or such date either prior or subsequent thereto as the Parties hereto shall mutually agree), in the offices of Lenhart

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Obenshain, 90 North Main Street, Harrisonburg, Virginia 22801, who shall hold all documents in trust until a fully executed original is delivered to all Parties to this Agreement (or at such other place as the Parties hereto shall mutually agree).  The date of the closing is herein referred to as the “ Closing Date .”  The Parties contemplate that executed versions of the documents required to be delivered at Closing by Purchaser and the Seller will be delivered by facsimile or e-mail transmissions and that the originals of such documents will be delivered by overnight courier.  Facsimile or digitally-scanned signatures on such documents shall be given effect as originals, and the amounts payable to Seller will be paid upon the Parties’ receipt of all such fully executed documents.

SECTION 1.5  Closing Deliveries .

(a)            At the Closing, Seller shall deliver to Purchaser:

(i)             certificates representing the Stock, duly endorsed (or accompanied by duly executed stock powers) for transfer to Purchaser, which shall transfer to Purchaser good and marketable title to the Stock, free and clear of all Encumbrances;

(ii)            all of the books and records of the Company;

(iii)           a general release in favor of the Company in the form attached hereto as Exhibit D , executed by each Seller, individually, and binding on each of them;

(iv)           evidence of any consents, including those identified on the Disclosure Schedules, required by this Agreement to be obtained prior to Closing, or, if the same cannot be obtained, an equivalent of that license, lease, Contract or other agreement or instrument or Governmental Authorization, effective as of and after the Closing Date and reasonably acceptable to Purchaser;

(v)            a certificate, dated as of a recent date, of the Commonwealth of Virginia as to the due incorporation, valid existence and good standing of the Company;

(vi)           a certificate (in such form as may be reasonably requested by Purchaser) conforming to the requirements of Treasury Regulations 1.1445-2(c)(3) and 1.897-2(h);

(vii)          the Earn-Out Agreement executed by Seller;

(viii)         the Employment Agreement in substantially the same form as Exhibit E attached hereto executed by Seller; and

(ix)            such other documents as may be required by this Agreement or reasonably requested by Purchaser.

(b)            At the Closing, Purchaser shall deliver to Seller:

(i)             the Purchase Price in accordance with Section 1.2 ;

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(ii)            the Earn-Out Agreement executed by Purchaser;

(iii)           the Employment Agreement in substantially the same form as Exhibit E attached hereto, which the Purchaser has caused the Company to execute; and

(iv)           such other documents as may be required by this Agreement or reasonably requested by Seller.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby makes the representations and warranties set forth in this Article II to Purchaser.  Seller has delivered to Purchaser the Disclosure Schedules to this Agreement referred to in this Article II on the date hereof.  The disclosures in the Disclosure Schedules relate only to the representations and warranties in the Section of the Agreement to which they expressly relate and not to any other representation or warranty in this Agreement.  In the event of any inconsistency between the statements in the body of this Agreement and those in the Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules with respect to a specifically identified representation or warranty), the statements in the body of this Agreement will control.  All representations and warranties made by the Seller in this Agreement or in any certificate, schedule, statement, document or instrument furnished hereunder shall survive the Closing until the expiration of the applicable statute of limitations with respect to any and all claims in connection therewith.

SECTION 2.1  Organization and Qualification .  Riddleberger is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia.  Riddleberger has no Subsidiaries or Affiliates.  Riddleberger has all requisite corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets as now owned, leased or operated.  True, correct and complete copies of the articles of incorporation (certified as of a recent date by the Commonwealth of Virginia and bylaws of the Company, with all amendments thereto through the date of this Agreement, have been delivered by Seller to Purchaser.  The nature of the businesses and activities of the Company, as currently conducted, do not require the Company to be qualified to do business in any foreign jurisdiction, except as set forth on Schedule 2.1 .  In any jurisdiction set forth on such Schedule 2.1 , the Company is duly qualified to do business and is in good standing as a foreign corporation.

SECTION 2.2  Capitalization .  The authorized capital stock of the Company consists of 15,000 shares of common stock, no par value per share, 365 shares of which are issued and outstanding, and no shares of which are held in treasury.  The Seller is the sole and exclusive record and beneficial owner and holder of, and has good, valid and indefeasible record and beneficial title to, the Stock, free and clear of any Encumbrances.  Immediately after the Closing, Purchaser shall be the sole and exclusive record and beneficial holder and owner of the Stock, free and clear of all Encumbrances.  There are no outstanding subscriptions, options, convertible

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securities, rights, warrants, calls or other agreements or commitments of any kind issued or granted by, or binding upon, the Company to purchase or otherwise acquire any security of or equity interest in the Company.  There are no outstanding subscriptions, options, convertible securities, rights, warrants, calls or other agreements or commitments of any kind obligating the Company to issue or any Seller to sell any securities of the Company, or irrevocable proxies or any agreements restricting the transfer of or otherwise relating to shares of the Company’s capital stock of any class.  All of the Stock has been duly authorized, validly issued and is fully paid and nonassessable.  All dividends and other distributions declared prior to the date hereof with respect to the issued and outstanding shares of capital stock (of all classes) of the Company have been paid or distributed.

SECTION 2.3  Authority .  Seller has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement, to perform the obligations hereunder and to consummate the transactions contemplated hereby.  This Agreement has been duly and validly executed and delivered by Seller and constitutes the legal, valid and binding agreement of Seller enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, or similar laws affecting creditors’ rights generally and to general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity.

SECTION 2.4  Consents and Approvals; No Violation .  Except as set forth on Schedule 2.4 , with respect to Seller and the Company no filing or registration with, no notice to and no permit, authorization, consent or approval of, any Person, including any Governmental Authority, is necessary for the Seller and the Company to execute this Agreement, and any documents delivered by Seller pursuant to this Agreement, and consummate the transactions contemplated by this Agreement.  Except as set forth on Schedule 2.4 , neither the execution and delivery of this Agreement, the performance of the obligations hereunder, nor the consummation of the transactions contemplated hereby will, as of the Closing Date, (a) conflict with or result in any breach of any provision of the organizational and charter documents of the Company or any resolution adopted by the board of directors or stockholders of the Company; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, Contract, bond, mortgage, indenture, license, lease, pledge agreement or other instrument or obligation to which Seller or the Company is a party or by which any of their respective properties or assets may be bound; (c) give rise to any Encumbrance on any of the properties or assets of Seller or the Company; or (d) violate any Legal Requirement applicable to Seller or the Company.

SECTION 2.5  Books and Records .  The books of account, minute books, share record books and other records of the Company, all of which have been provided to Purchaser, are true, complete and correct in all material respects and have been maintained in accordance with sound business practices and Legal Requirements.  The minute books of the Company contain accurate and complete records of all corporate action taken by the shareholders and board of directors of the Company and no corporate action has been taken for which minutes have not been prepared and are not contained in such minute books.

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SECTION 2.6  Absence of Certain Changes .

(a)            Except as set forth on Schedule 2.6 , since the date of the balance sheet included in the Year-end Financial Statements the Company has conducted its business only in the Ordinary Course of Business consistent with the Company’s past practices and policies and (i) there has not been: (a) any material adverse change, or any event, condition or contingency that is likely to result in a material adverse change, in the business, operations, financial condition, prospects, properties, assets or Liabilities of the Company; (b) any damage, destruction or loss, whether covered by insurance or not, materially and adversely affecting the properties or business of the Company; (c) other than in the Ordinary Course of Business, any increase in or creation of compensation payable or to become payable by the Company to any of its directors, officers, employees or agents in any stock option, bonus payment, service award, pension, retirement, severance, savings, insurance, expense allowance or other plan, agreement or arrangement made to or with any of them; (d) other than in the Ordinary Course of Business, any sale, assignment, lease, transfer, license, abandonment or other disposition by the Company of any interest in its assets; (e) any declaration, setting aside or payment of any dividend or other distribution on or in respect of shares of the capital stock of the Company, or any direct or indirect redemption, retirement, purchase or other acquisition by the Company of any such shares, other than distributions to Seller as set forth on Schedule 2.6 to the extent necessary to cover Seller’s federal and state tax liabilities resulting from the Company’s S corporation status and consistent with the Company’s and Seller’s past practices; (f) any stock dividend, stock split, reorganization, recapitalization or other change of any type whatsoever in the outstanding capital stock of the Company; (g) any amendment to the articles of incorporation or bylaws of the Company; (h) any material change in the accounting methods followed by the Company; (i) any entry into, termination or receipt of notice of termination of any material Contract; (j) any payment of any obligation or Liability other than current liabilities or obligations disclosed in the Company’s books and records and current liabilities or obligations incurred since the date of the Year-end Financial Statements in the Ordinary Course of Business; (k) any incurrence, other than immaterial obligations or Liabilities incurred in the Ordinary Course of Business, of any obligations or Liabilities; (l) any waiver, cancellation, writing off or writing down, other than in the Ordinary Course of Business, of any rights or claims of the Company; (m) any material change in the manner of the Company’s billings, or the credit terms made available by it, to any of its customers; (n) any failure to replenish inventories and supplies other than in the Ordinary Course of Business; (o) any distribution of property or assets by the Company other than in the Ordinary Course of Business; (p) made or rescinded any material Tax election or settled or compromised any material Tax Liability; (q) allowed any Encumbrance to be imposed upon any of the assets, properties or rights of the Company; (r) defaulted on any material obligation or obligations; (s) entered into any transaction not in the Ordinary Course of Business consistent with past practices; or (ii) any agreement to do any of the foregoing.

(b)            Without limitation of the foregoing, since December 31, 2007, except as set forth on Schedule 2.6 , there has not been: (a) any increase in, promise of increase, or creation of compensation payable or to become payable by the Company to any of its directors, officers, employees, consultants, or agents in any stock option, bonus payment, service award, pension, retirement, severance, savings, insurance, expense allowance or other plan, agreement or

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arrangement made to or with any of them; (b) any sale, assignment, lease, transfer, license, abandonment or other disposition by the Company of any interest in its assets other than in the Ordinary Course of business and less than $50,000 in the aggregate; (c)  any waiver, cancellation, writing off or writing down of any rights or claims of the Company other than in the Ordinary Course of Business and consistent with past practices; (d) any entry into any new line of business or acquisition of any business organization or division thereof; (e) except as otherwise permitted by this Agreement, any loan or advance of any money or other property to, or entry into any other transaction with, any Company Employee or Affiliate of the Company; (f) any establishment, adoption, entry into, amendment, or termination of any compensation plan, agreement, program, policy, trust, or fund of the Company; (g) any settlement of any litigation providing for injunctive or other equitable relief; (h) any entry into any joint venture, partnership or similar arrangement for the conduct of business; (i) any new and material capital expenditures or agreements to make any new and material capital expenditures; (j) any delay or postponement of any payment of accounts payable and other Liabilities; (k) any authorization or agreement or commitment to do any of the foregoing actions.

SECTION 2.7  Absence of Undisclosed Liabilities .  Except as and to the extent set forth on the face of the balance sheet included in the Year-end Financial Statements or (b) disclosed on Schedule 2.7 , the Company does not have any Liabilities, including, without limitation, any Liabilities resulting from failure to comply with any applicable Legal Requirement or any Tax Liabilities due or to become due and whether incurred in respect of or measured by the income or sales of the Company for any period, or arising out of any transaction entered into or any state of facts existing on or before the date hereof.  There is no basis for any assertion against the Company of any Liabilities of any nature not set forth on the face of the balance sheet included in the Year-end Financial Statements.  Since the date of the balance sheet included in the Year-end Financial Statements, the Company has not incurred any Liabilities except contractual Liabilities in the Ordinary Course of Business consistent with past practice or otherwise in accordance with this Agreement.

SECTION 2.8   Accounts Receivable .  Except for the amounts set forth on Schedule 2.8 , all notes, accounts receivable and costs in excess of billings of the Company (collectively, the “ Accounts Receivable ”) are reflected properly on the Company’s books and records, and these Accounts Receivable represent legal, valid, binding and enforceable obligations arising from sales actually made or services actually performed in the Ordinary Course of Business.  The Accounts Receivable are current and will be collected in full within twelve (12) months after the Closing Date except for the bad debt and write-offs that are within the levels of reserves as of Closing for the same.  There is no contest, claim or right of set-off other than returns in the Ordinary Course of Business under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable.

SECTION 2.9  Inventory .  All of the inventory of the Company, whether or not reflected in the Financial Statements consists of a quality and quantity usable and salable in the Ordinary Course of Business, except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value and are properly reflected as such on the Financial Statements.  Since the date of the balance sheet included in the Year-end

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Financial Statements, no inventory has been sold or disposed of except through sales in the Ordinary Course of Business.

SECTION 2.10  Litigation .  Except as set forth on Schedule 2.10 , there are no actions, suits, claims, investigations, reviews or other proceedings pending, or to Seller’s Knowledge, threatened against the Company, or involving any of its properties or assets, or against the Stock, at law or in equity, before or by any Governmental Authority or other instrumentality or Person (a “ Proceeding ”).  Except as set forth on Schedule 2.10 , neither the Company nor Seller is subject to any formal or informal order, decree, consent, agreement, memorandum of understanding or enforcement action with any Governmental Authority.

SECTION 2.11  Tax Matters .  Except as disclosed on Schedule 2.11 :

(a)           All Tax Returns required to be filed by or on behalf of the Company have been timely filed.  Such Tax Returns were correct and complete in all material respects and have been prepared in compliance with all applicable Legal Requirements.  All Taxes due and owing by or with respect to the Company for the periods covered by such Tax Returns (whether or not shown on any Tax Return) have been paid or are adequately reserved for on the Company’s books and records.  With respect to the periods for which Tax Returns have not been filed, the Company has established adequate reserves for the payment of all Taxes.  The Company is currently not the beneficiary of any extension of time within which to file any Tax Return.  No claim has ever been made by an authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

(b)           No deficiencies for any Taxes have been proposed, asserted or assessed against the Company that are not adequately provided for on the Company’s books and records and no request for waivers of the time to assess any such Taxes has been granted or are pending.  Except as set forth on Schedule 2.11(b) , the Company is not involved in any audit examination, deficiency or refund litigation or material matter in controversy with respect to any Taxes.  Notwithstanding anything herein to the contrary, the Seller shall control the defense of all pending tax matters set forth in Schedule 2.11(b) ; however, Seller shall consult with Purchaser prior to advocating any position that could economically impact Purchaser.  All Taxes due by the Company with respect to completed and settled examinations or concluded litigation have been paid or adequately reserved for.  The Company has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Tax due that is currently in effect.

(c)           None of the assets or properties of the Company is subject to any Tax lien, other than such liens for Taxes that are not due and payable, that may thereafter be paid without penalty or the validity of which are being contested in good faith by appropriate proceedings and for which adequate provisions are being maintained.

(d)           The Company has (i) collected and withheld all Taxes that it has been required to collect or withhold in connection with any amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party and (ii) has timely submitted and paid all such collected and withheld amounts to the appropriate authorities.  The Company is in compliance with the back-up withholding and information reporting requirements under (i) the

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Code and the rules and regulations promulgated thereunder and (ii) all other applicable Legal Requirements.

(e)           Company has been a validly electing S corporation within the meaning of Code sections 1361 and 1362 at all times since February 1, 2006, and Company will be an S corporation up to and including the Closing Date.  Since the effective date of the Company’s election to be taxed in accordance with Subchapter S of the Code, Seller and Company have not taken any action or failed to take any action that would result in the Company failing to qualify pursuant to Subchapter S of the Code.

SECTION 2.12  Employee Benefit Plans .  The following statements are true and correct:

(a)           Schedule 2.12 lists each deferred compensation plan, bonus and incentive arrangement, stock option plan, restricted stock arrangement, “cafeteria plan” as described in Section 125 of the Code and any other “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), each “employee pension benefit plan” (as defined in Section 3(2) of ERISA) maintained by the Company or to which the Company contributes or is required to contribute and all other similar plans, programs and arrangements (“ Benefit Plans ”).

(b)           Except as disclosed on Schedule 2.12 , no Benefit Plan provides for continuing benefits or coverage for any participant, beneficiary or former employee after such participant’s or former employee’s termination of employment except as may be required by Section 4980B of the Code or ERISA.

(c)           All of the Benefit Plans and any related funding instruments comply, and have complied during the applicable statute of limitations, both as to form and operation in all material respects with the provisions of ERISA, the Code and with all other applicable Legal Requirements.

(d)           The Company has never maintained or contributed to, and has not participated in or agreed to participate in, a multi-employer plan (as defined in Section 3(37) of ERISA), and the Company could not have any Liability under any such multi-employer plan.

(e)           Except as set forth on Schedule 2.12 , there are no Proceedings pending with respect to or under any Benefit Plan other than routine claims for plan benefits, and there are no disputes or Proceedings pending or, to Seller’s Knowledge, threatened with respect to any such plans and no such dispute or Proceeding appears reasonably likely to arise.

(f)            Except as set forth on Schedule 2.12 , neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment to be made by the Company or Purchaser (including, without limitation, severance, unemployment compensation, golden parachute (as defined in Section 280G of the Code) or otherwise) becoming due to any employee of the Company, or (ii) increase or vest any benefits otherwise payable under any Benefit Plan.  No Benefit Plan that is a nonqualified deferred compensation plan subject to Section 409A of the Code has been materially modified (as defined under Section 409A of the Code) on or after October 3, 2004 and all such nonqualified deferred

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compensation plans have been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005 through the Closing Date.

SECTION 2.13  Employment Matters .

(a)           Except as disclosed on Schedule 2.13 , the Company is not a party to any Contracts granting benefits or rights to employees or consultants, any collective bargaining agreement or any conciliation agreement with the Department of Labor, the Equal Employment Opportunity Commission or any other Governmental Authority.  There are no unfair labor practice complaints pending against the Company before the National Labor Relations Board and no similar claims pending before any other Governmental Authority, and to Seller’s Knowledge, no such claims are threatened.  There is no activity or Proceeding of any labor organization (or representative thereof) or employee group to organize any employees of the Company, nor any strikes, slowdowns, work stoppages, lockouts or, to Seller’s Knowledge, threats thereof, by or with respect to any such employees.  The Company is in material compliance with all applicable Legal Requirements respecting employment and employment practices and terms and conditions of employment and wages and hours, and the Company is not engaged in any unfair labor practices. Without limiting the foregoing, the Company is in compliance with the Immigration Reform and Control Act of 1986 and maintains a current Form I-9, as required by such Act, in the personnel file of each Employee.

(b)           Schedule 2.13(b)  contains a true, correct and complete list of all employees of the Company, together with each employee’s rate of compensation and, if applicable, the amount of any accrued but unpaid bonuses and vacation benefits attributable to such employee as of the date hereof.

SECTION 2.14  Contracts .

(a)           Schedule 2.14(a)  contains a listing of all material Contracts (defined for the purpose of this Section 2.14 as Contracts that provide for the purchase or sale of goods and/or services in excess of Fifty Thousand Dollars and No Cents ($50,000.00)) to which the Company is a party or is otherwise subject or by which the Company is bound.  True, correct and complete copies of all of the Contracts on Schedule 2.14(a)  have been delivered to Purchaser or are attached hereto as part of Schedule 2.14(a) .

(b)           Except as expressly set forth on Schedule 2.14(a) , all of the Contracts listed on Schedule 2.14(a)  are free from renegotiations of, or attempts to renegotiate or exercise any outstanding right to renegotiate, any material amounts paid or payable to the Company under current or completed Contracts with any Person that has the contractual or statutory right to demand or require such renegotiation, and no Person has made written demand for such renegotiation.  Neither the Company nor, to the knowledge of Seller, any other party to any Contract is in breach or violation of, or default under, or has repudiated any provision of, any Contract.

SECTION 2.15  Related Party Transactions .  Except as set forth on Schedule 2.15 , there are no Contracts, instruments, extensions of credit or other contractual agreements of any kind

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between or among the Company (whether on its own behalf or in its capacity as trustee or custodian for the funds of any employee benefit plan (as defined in ERISA)) and the Seller or any Affiliate of the Seller.  Except as disclosed on Schedule 3.20 , neither the Seller nor any of his Affiliates owns any asset used in, or necessary to, the business of the Company.

SECTION 2.16  Compliance with Laws .

(a)           Except as set forth on Schedule 2.16 , the Company is not in default with respect to or in violation (or has at any time been in violation prior to the date hereof) of any applicable Legal Requirement where such default or violation has, or reasonably can be expected to have, a material adverse effect on the Company.  The consummation of the transactions contemplated by this Agreement will not constitute such a default or violation as to the Company.  The Company has all material Governmental Authorizations required to conduct its business as it is now being conducted, and the consummation of the transactions contemplated by this Agreement will not constitute a violation of the terms and conditions of any Governmental Authorizations.  Except as set forth on Schedule 2.16 , immediately following the consummation of the transactions contemplated by this Agreement, the Company will have materially the same rights as it had prior to the consummation of the transactions contemplated by this Agreement in such Governmental Authorizations.

(b)           Except as set forth on Schedule 2.16 , the Company has all Governmental Authorizations necessary to permit it to own, operate, use and maintain its assets in the manner in which they are now operated and maintained and to conduct its business as now being conducted.  All required filings with respect to such Governmental Authorizations have been timely made and all required applications for renewal thereof have been timely filed.  All such Governmental Authorizations are in full force and effect and there are no Proceedings pending or, to Seller’s Knowledge, threatened that seek the revocation, cancellation, suspension or adverse modification thereof.

(c)           In the conduct of the business of the Company, neither the Company nor Seller, nor, to Seller’s Knowledge, any of its directors, officers, employees or agents, has (a) directly or indirectly, given, or agreed to give, any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person who was, is or may be in a position to help or hinder the Company (or assist in connection with any actual or proposed transaction) or made, or agreed to make, any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to any candidate for federal, state, local or foreign public office or (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any such purpose.

SECTION 2.17  Insurance .

(a)           Schedule 2.17 contains an accurate and complete description of all policies of property, fire and casualty, product liability, workers’ compensation, liability and other forms of insurance owned or held by the Company or otherwise insuring the Company or its respective assets or businesses.  Such description provides reasonably complete details concerning such policies, identifying among other things, (i) the issuer of each such policy, (ii) the amount of

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coverage still available and outstanding under each such policy, (iii) whether each such policy is a “claims made” or an “occurrences” policy and (iv) any retrospective premium adjustments.  True, correct and complete copies of such policies have been delivered to Purchaser.

(b)           Except as set forth on Schedule 2.17 , neither the Company nor Seller has received (i) any notice of cancellation of any policy described in paragraph (a) hereof or refusal of coverage thereunder, (ii) any notice that any issuer of such policy has filed for protection under applicable bankruptcy or other insolvency laws or is otherwise in the process of liquidating or has been liquidated or (iii) any other indication that such policies are no longer in full force or effect or that the issuer of any such policy is no longer willing or able to perform its obligations or plans to raise the premiums for or materially alter the coverage thereunder.

SECTION 2.18  Intellectual Property .

(a)           Schedule 2.18 sets forth a list of (i) all Intellectual Property owned by the Company and/or used in its business and (ii) all agreements under which the Company is licensed or otherwise permitted, or licenses or otherwise permits a third party, to use any Intellectual Property used in its businesses.

(b)           The Company directly or indirectly owns, or is licensed or otherwise possesses valid rights to use, all Intellectual Property used in its business as currently conducted, and to Seller’s Knowledge, no Person is challenging, infringing or otherwise violating the Intellectual Property of the Company.  To Seller’s Knowledge, the conduct by the Company of its business does not infringe upon or violate the Intellectual Property of any other Person, and neither the Company nor Seller has received any notice of any claim of any such infringement or violation.

SECTION 2.19  Environmental Matters .  Except as set forth on Schedule 2.19 :

(a)           Neither the Company nor any Business Facility, is in violation of, or has violated or has been or is in material non-compliance with, any Environmental Laws in connection with the ownership, use, maintenance or operation of, or conduct of the business of the Company  or any Business Facility.

(b)           No Materials of Environmental Concern have been released or are present on, under or about any Business Facility in quantities or concentrations that exceed any applicable standard established by Environmental Laws, and the Company has not received any notice of any release or threatened release of Materials of Environmental Concern, or of any Remediation obligation under Environmental Laws or Environmental Permits, relating to the ownership, use, maintenance, or operation of any Business Facility.

(c)           The Company is not subject to any consent order, compliance order or administrative order relating to or issued under any Environmental Law, or any other known, pending or, to Seller’s Knowledge, threatened Environmental Claims.

(d)           No Materials of Environmental Concern generated from any Business Facility, or for which the Company or any of its current or former Subsidiaries arranged for disposal, have

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been treated, stored, disposed of or released at a location that has been nominated or identified as a facility that is subject to an existing or potential claim under Environmental Laws.

(e)           The Company has not voluntarily undertaken Remediation of any Business Facility or other site, or entered into any agreement for the payment of costs associated with such activity, and there are no obligations, undertakings or Liabilities arising out of or relating to Environmental Laws that the Company has agreed to, assumed or retained, by contract or otherwise.

(f)            Seller is not aware of any requirement of Environmental Laws that will require future compliance costs on the part of the Company or any of its Subsidiaries (assuming that the conduct and scope of their respective businesses conforms to the conduct and scope of their businesses prior to Closing) in excess of $25,000 above costs currently expended in the Ordinary Course of Business.

(g)           The Company has filed and/or maintain all notices, notifications, financial assurance, environmental management plans, worker protection plans, applications or other documents or instruments that are required to be maintained or filed by the Company for the operation of its business or the ownership or operation of any Business Facility.

SECTION 2.20  Condition and Sufficiency of Assets .  Except as set forth on Schedule 2.20 , the buildings, plants, structures and equipment leased or owned by the Company are structurally sound with no known material defects, are in good operating condition and repair and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, or equipment is in need of maintenance, repairs or replacement except for ordinary, routine maintenance, repair or replacement not material in nature or cost.  The building, plants, structures and equipment leased or owned by the Company are sufficient for the continued conduct of its business after the Closing in substantially the same manner as conducted prior to the Closing.

SECTION 2.21  Real Property .  Seller has previously provided Purchaser with true, correct and complete copies of all Contracts relating to or affecting real property or any interests therein, including leasehold interests, to which the Company is a party or by which the Company or any of its real property is in any way bound or affected, together with all amendments and supplements thereto and modifications thereof.  All such Contracts, amendments, supplements and modifications are legally valid and binding and in full force and effect, and there are no defaults by the Company thereunder or by any other party thereto.  The Company does not purport to have any leasehold or other interest in real property except as described on Schedule 2.21 .  No leasehold or other interest of the Company in real property is or will be subject or subordinate to any Encumbrance, except as described on Schedule 2.21 and except for (a) mortgages or security interests shown as securing specified Liabilities with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) liens for current Taxes not yet due and (c) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present use of the subject

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property by such companies (collectively, “ Permitted Encumbrances ”).  None of the rights of the Company under any such leasehold or other interest in real property will be impaired by the consummation of the transactions contemplated by this Agreement, and all of such rights will be enforceable by the Company after the Closing without the consent or agreement of any other Person except for consents and agreements specifically described on Schedule 2.21 .

SECTION 2.22  Personal Property .  Seller has listed on Schedule 2.22 all equipment and other tangible personal property that (a) is owned or used by the Company and covered by any lease of personal property to which the Company is a party and (b) has a book value of at least $10,000.  Seller has previously provided Purchaser with true, correct and complete copies of all leases pertaining to the property listed on Schedule 2.22 .  All such Contracts, amendments, supplements and modifications are legally valid and binding and in full force and effect and there are no defaults by the Company thereunder or by any other party thereto.  No interest of the Company in tangible personal property is subject or subordinate to any Encumbrance (other than Permitted Encumbrances) except as described on Schedule 2.22 .  None of the rights of the Company under any such leasehold or other interest in tangible personal property will be impaired by the consummation of the transactions contemplated by this Agreement, and all of such rights will be enforceable by the Company after the Closing without the consent or agreement of any other Person except for consents and agreements specifically described on Schedule 2.22 .

SECTION 2.23  Brokers; Financial Advisors .  Except as set forth in Schedule 2.23 , neither the Company nor Seller has employed any investment bank, financial advisor, broker or finder or incurred any liability for any investment bank, financial advisory, brokerage or finders’ fees or commission in connection with the transactions contemplated hereby.

SECTION 2.24  Bank Accounts; Powers of Attorney .  Seller has set forth on Schedule 2.24 : (a) the name of each bank, savings and loan, credit union or other financial institution in which the Company has any account, certificate of deposit or other investment or safe deposit box, the style and number of each such account or safe deposit box and the names of all Persons authorized to draw thereon or have access thereto, and (b) the name of each Person holding a general or special power of attorney from the Company and a summary of the terms thereof.

SECTION 2.25  Indebtedness .  The Company does not have any material Indebtedness (defined for purposes of this Section 2.25 as (i) Indebtedness incurred not in the Ordinary Course of Business; (ii) Indebtedness in excess of $10,000.00; or (iii) Indebtedness for borrowed money other than as set forth on Schedule 2.25 or the Financial Statements in Schedule 2.27 .

SECTION 2.26  Subsidiaries and Predecessors .  Schedule 2.26 sets forth all names under which the Company does business, and any other entity from which the Company previously acquired significant assets.  Except as set forth on Schedule 2.26 , the Company does not own any interest in any other entity.  The Company has never had any Subsidiaries.

SECTION 2.27  Financial Statements .  Complete and correct copies of the following financial statements are attached as Schedule 2.27 :

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(i)            the balance sheets of the Company as of December 31, 2006 and the related statements of operations, shareholder’s equity and cash flow for the eleventh-month period ended December 31, 2006, together with the related notes and schedules, along with balance sheets of the Company as of January 31, 2006 and the related statements of operations, shareholder’s equity and cash flow for the twelve-month period ended January 31, 2006, together with the related notes and schedules (such balance sheets, the related statements of operations, shareholder’s equity and cash flows and the related notes and schedules are referred to herein as the Year-end Financial Statements (the “Year-end Financial Statements”); and

(ii)           the balance sheets of the Company as of December 31, 2007 and the related statements of operations, shareholder’s equity and cash flow for the twelve-month period ended December 31, 2007, together with the related notes and schedules (such balance sheets, the related statements of operations, shareholder’s equity and cash flows and the related notes and schedules are referred to herein as the Interim Financial Statements (the “Interim Financial Statements”).  The Year-end Financial Statements and the Interim Financial Statements are collectively referred to herein as the Financial Statements (the “Financial Statements”).

The Financial Statements are materially complete, correct, and have been prepared from, and are consistent with, the books and records of the Company in conformity with GAAP on a basis consistent with preceding years and throughout the periods involved and present fairly the financial position and results of operations of the Company as of the dates of such statements and for the periods covered thereby (subject, in the case of the Financial Statements, to normal year-end audit adjustments consistent with prior periods).  The books of account of the Company have been kept accurately in all material respects in the Ordinary Course of Business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Company have been properly recorded therein in all material respects.

SECTION 2.28  WIP Schedule .  The Company has delivered to Purchaser a work in progress schedule for each of its contracts as of December 31, 2007, attached as Schedule 2.28 , which has been thoroughly reviewed by Seller.  The WIP schedule, in the aggregate, fairly represents, in all material respects, the total estimated contract costs (taking into account man-hours required, project duration, cost of labor and materials, including any escalation thereof, subcontractor costs and other elements of contract costs), earned revenues to date, estimated gross profits (in dollar and in percentage) and actual gross profit recognized to date (in dollars).  Each WIP Schedule also includes with respect to contracts as of December 31, 2007, the following information: job number, job name, the contract price, the dollar amount of pending change orders, total estimated contract price, actual billings to date, costs to date, total estimated contract costs.  Except as set forth on Schedule 2.28 , the Seller and the Company have not been notified of or been made aware of any dispute over amounts billed by the Company or of any intention to hold back amounts in excess of contractually permitted holdbacks.

SECTION 2.29  Customers and Suppliers .  Schedule 2.29 sets forth a complete and accurate list of (a) the ten largest customers of the Company (measured by aggregate billings) during the fiscal year ended on the date of the balance sheet included in the Year-end Financial Statements, indicating the existing Contracts with each such Customer by product or service provided and (b) the ten largest suppliers of materials, products or services to the Company

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(measured by the aggregate amount purchased by the Company) during the fiscal year ended on the date of the balance sheet included in the Year-end Financial Statements, indicating the Contracts for continued supply from each such supplier.  The relationships of the Company with the customers and the suppliers required to be listed on Schedule 2.29 are, to the Seller’s Knowledge, good commercial working relationships and none of such customers or the suppliers has canceled, terminated or otherwise materially altered (including any material reduction in the rate or amount of sales or purchases or material increase in the prices charged or paid, as the case may be) or notified the Company of any intention to do any of the foregoing or otherwise threatened in writing to cancel, terminate or materially alter (including any material reducti