STOCK PURCHASE AGREEMENT

Exhibit 10.1

STOCK PURCHASE AGREEMENT

Dated December 15, 2008

among

THE PBSJ CORPORATION,

the Buyer

and

Judy Mitchell, John R. Stewart,

and Eduardo Vargas,

collectively, the Sellers

TABLE OF CONTENTS

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SCHEDULES

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EXHIBITS

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STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement dated as of December 15, 2008 (as amended or otherwise modified, the " Agreement ") is made and entered into by and among The PBSJ Corporation, a Florida corporation (the " Buyer "), and Judy Mitchell, an individual (" Mitchell "), John R. Stewart, an individual (" Stewart "), and Eduardo Vargas, an individual (" Vargas ", and together with Mitchell and Stewart, the " Sellers ").

RECITALS

WHEREAS, (i) Mitchell owns 966 shares of common stock, $.01 par value per share (the " Common Stock "), of Peter R. Brown Construction, Inc., a Florida corporation (the " Company "), which represents one-third (1/3) of the authorized, issued and outstanding shares of capital stock of the Company, (ii) Stewart owns 966 shares of Common Stock of the Company, which represents one-third (1/3) of the authorized, issued and outstanding shares of capital stock of the Company and (iii) Vargas owns 966 shares of Common Stock of the Company, which represents one-third (1/3) of the authorized, issued and outstanding shares of capital stock of the Company (collectively, the " Shares "); and collectively, the Sellers own, beneficially and of record, all of the shares of Common Stock of the Company, which represents 100% of the authorized, issued and outstanding shares of capital stock of the Company.

WHEREAS, the Buyer desires to purchase from the Sellers, and the Sellers desire to sell to the Buyer, all of the Shares upon the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

NOW THEREFORE, in consideration of the premises and mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Buyer and the Sellers hereby agree as follows:

1. PURCHASE AND SALE OF SHARES.

1.1 Purchase and Sale of Shares . At the Closing, subject to the terms and conditions of this Agreement, the Sellers will sell, transfer and deliver to the Buyer, and the Buyer will purchase from the Sellers, the Shares free and clear of any and all Encumbrances.

1.2 Purchase Price; Distribution of Positive Net Book Value .

1.2.1 As consideration for the Shares, the Buyer shall pay the Sellers an aggregate amount of Sixteen Million Dollars and no cents ($16,000,000.00) (the " Purchase Price "), consisting of the sum of: (i) cash in an amount equal to Eleven Million Eight Hundred Thousand Dollars and no cents ($11,800,000.00) as adjusted pursuant to Section 1.3 (the " Cash Purchase Price "), (ii) such number of shares of restricted Class A common stock, par value $0.00067 per share, issued pursuant to the PBSJ Corporation 2008 Employee Restricted Stock Plan of the Buyer, as amended (the " Buyer Common Stock "), calculated by dividing Three Million Dollars and no cents ($3,000,000.00) by the Valuation Price (and rounded down to the nearest whole number of shares evenly divisible by three), (iii) escrowed funds in the amount of Two Hundred Thousand Dollars and no cents ($200,000.00) (the " Escrow

Amount ") and (iv) such number of shares of escrowed Buyer Common Stock issued pursuant to the PBSJ Corporation 2008 Employee Restricted Stock Plan, as amended, and calculated by dividing One Million Dollars and no cents ($1,000,000.00) by the Valuation Price (and rounded down to the nearest whole number of shares evenly divisible by three) (the " Escrowed Shares "); provided, however, that in no event will the Buyer issue fewer than 100,000 shares of the Buyer Common Stock to Sellers in connection with this Section 1.1.1 (even if the Valuation Price exceeds $40.00 per share) nor more than 200,000 shares of the Buyer Common Stock to the Sellers in connection with this Section 1.1.1 (even if the Valuation Price is below $20.00 per share) In addition, and subject, to the transfer restrictions imposed by any applicable Legal Requirements, including the 1933 Act, the Organizational Documents of the Buyer and the PBSJ Corporation 2008 Employee Restricted Stock Plan, as amended, the Buyer Common Stock shall also be subject to the following transfer restrictions: (i) prior to the 2 ^nd anniversary of the Closing Date, no shares of Buyer Common Stock may be transferred by any of the Sellers; (ii) commencing on the 2 ^nd anniversary of the Closing Date through the day immediately preceding the 3 ^rd anniversary of the Closing Date, each Seller may transfer up to 50% of the Buyer Common Stock granted to him or her as part of the Purchase Price pursuant to the terms of this Agreement; and (iii) commencing on the 3 ^rd anniversary of the Closing Date and thereafter, each Seller may transfer all of the Buyer Common Stock held by him or her. The Escrowed Shares shall also be subject to the terms and restrictions of the Escrow Agreement. This Agreement shall also constitute an Award Agreement under the PBSJ Corporation 2008 Employee Restricted Stock Plan, as amended, and, except for the transfer restrictions provided above, the Buyer Common Stock shall not be subject to any risks of forfeiture under the PBSJ Corporation 2008 Employee Restricted Stock Plan, as amended. In addition to the Purchase Price, the Buyer agrees that the Sellers, as a condition to Closing shall have the right, prior to or at the Closing, to cause the Company to distribute to the Sellers a cash distribution equal to the amount by which the Estimated NBV of the Company exceeds zero (the " Required Distribution "). To the extent that the Company does not have sufficient cash to effect the Required Distribution, the Buyer agrees that (i) the Sellers shall have the right to cause the Company to borrow from the Company’s existing line of credit and to use such funds to effect the Required Distribution and (ii) the Sellers shall not be required to repay amounts borrowed on the Company’s line of credit to the extent such amounts were used to effect the Required Distribution.

1.3 Purchase Price Adjustment .

1.3.1 The Sellers acknowledge that the amount of the Purchase Price is based, in addition to the other terms and conditions of this Agreement, on the net book value of the Company as of the Closing Date being zero (the " Required NBV ").

1.3.2 Not later than three (3) nor sooner than five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer a certificate in a form reasonably satisfactory to the Buyer (the " Estimated Closing Certificate "), executed by each of the Sellers, certifying (A) its good faith preparation of an attached estimated balance sheet of the Company as of the Closing Date (the " Estimated Closing Balance Sheet "), which shall be prepared in accordance with GAAP, including the estimated accrual as of the Closing Date of all loss contingencies involving losses that are "probable", determined in accordance with FASB No. 5 "Accounting for Contingencies" or any other FASB or APB applicable announcements (" FASB No. 5 Accruals ") (which include

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without limitation those accruals set forth on Schedule 2.5.2 hereto), consistent with the past practices of the Company (B) its good faith estimate of the Company’s actual net book value as of the Closing Date (the " Estimated NBV "). The Sellers shall also provide the Buyer with copies of all work papers and other documents and data used to prepare the Estimated Closing Balance Sheet and any other documents reasonably requested by Buyer. If the Buyer agrees with the Estimated Closing Balance Sheet and the Estimated NBV set forth in the Estimated Closing Certificate, the Buyer shall notify the Sellers that they are in agreement with such amounts. If the Buyer does not agree with the Estimated Closing Balance Sheet and the Estimated NBV set forth in the Estimated Closing Certificate, the Buyer shall notify the Sellers of such disagreement and the Buyer and the Sellers shall work together to resolve any such disagreements.

1.3.3 As soon as practicable following the Closing, the Company shall prepare, or cause to be prepared, an unaudited balance sheet of the Company as of the Closing Date (the " Closing Balance Sheet "), which shall be prepared in accordance with GAAP (including FASB No. 5 Accruals) consistent with the past practices of the Company and shall have the Closing Balance Sheet audited by Ernst & Young, LLP, or other similar auditing firm selected by the Buyer and approved by the Sellers, which approval will not be unreasonably withheld (the " Auditor "). The Sellers shall be jointly and severally responsible for all fees and expenses of the Auditor incurred by the Buyer and the Company in connection with the audit of the Closing Balance Sheet, but not to exceed $25,000. The Auditor shall complete the audit of the Closing Balance Sheet no later than sixty (60) days following the Closing Date. As soon as practicable following the completion of the audit, the Company shall deliver to the Sellers the audited Closing Balance Sheet, together with a closing statement (the " Closing Statement ") setting forth the Company’s actual net book value as set forth in the audited Closing Balance Sheet (such net book value as finally determined in accordance with this Section 1.3 , the " Actual NBV ") and any proposed Adjustment Amount.

1.3.4 The Sellers shall complete their review of the Closing Balance Sheet and the Closing Statement within fifteen (15) days after delivery thereof by the Company. If the Sellers object to the Closing Balance Sheet or the Closing Statement, the Sellers shall, on or before the last day of such 15-day period, so inform the Buyer in writing (a " Sellers’ Objection "), setting forth a specific description of the basis of the Sellers’ determination and the adjustments to the Closing Balance Sheet and the Closing Statement that the Sellers believe should be made. If no Sellers’ Objection is received by the Buyer on or before the last day of such 15-day period, then the Closing Balance Sheet and Closing Statement delivered by the Buyer shall be final. The Buyer shall have fifteen (15) days from its receipt of the Sellers’ Objection to review and respond to the Sellers’ Objection.

1.3.5 If the Sellers and the Buyer are unable to resolve all of their disagreements with respect to the proposed adjustments set forth in the Sellers’ Objection within 15 days following the completion of the Buyer’s review of the Sellers’ Objection, they shall refer any remaining disagreements to the CPA Firm which, acting as experts and not as arbitrators, shall determine, on the basis set forth in and in accordance with this Section 1.3 , and only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Balance Sheet and the Closing Statement requires adjustment. The Buyer and the Sellers shall instruct the CPA Firm to deliver its written determination to the Buyer and the Sellers no later than 30 days after the remaining differences

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underlying the Sellers’ Objection are referred to the CPA Firm along with the final Closing Balance Sheet and Closing Statement containing the Actual NBV. The CPA Firm’s determination shall be conclusive and binding upon the Buyer and the Sellers. In resolving any disputed item, the CPA Firm may not assign a value to any disputed item that is greater than the greatest value claimed by either party or less than the smallest value claimed by either party for the item. The fees and disbursements of the CPA Firm shall be borne equally by the Buyer and the Sellers. The Buyer and the Sellers shall make readily available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants, to the extent permitted by such accountants) relating to the Closing Balance Sheet, the Sellers’ Objection and all other items reasonably requested by the CPA Firm in connection therewith.

1.3.6 Cash Purchase Price Adjustment.

(a) Upon the final determination of the Actual NBV as determined in accordance with this Section 1.3 , the Cash Purchase Price will be reduced on a dollar-for-dollar basis by the amount, if any, by which the Actual NBV is less than the Estimated NBV (the " Negative Adjustment Amount ") and the Cash Purchase Price will be increased on a dollar-for-dollar basis by the amount, if any, by which the Actual NBV is more than the Estimated NBV (the " Positive Adjustment Amount ", and collectively with a Negative Adjustment, an " Adjustment Amount ").

(b) If there is a Negative Adjustment Amount, then the Escrow Agent shall be directed to (i) disburse to the Buyer from the Escrow Amount the Negative Adjustment Amount within three (3) Business Days from the date of such determination and (ii) following the disbursement of the Negative Adjustment Amount to Buyer, disburse the remaining Escrow Amount, if any, to the Sellers (such payment to be allocated among the Sellers on a pro rata basis based on each Seller’s pre-closing ownership percentage interest in the Company as set forth on Schedule 1.3.6) ; each such disbursement to be made in accordance with the terms of the Escrow Agreement.

(c) If the Escrow Amount is less than the Negative Adjustment Amount, the Sellers shall pay the difference between the Negative Adjustment Amount and the Escrow Amount in cash to Buyer within three (3) Business Days from the date of such determination. The Sellers shall be jointly and severally liable for the payment, if any, required to be made pursuant to this Section 1.3.6(c) .

(d) If there is a Positive Adjustment Amount, then (i) the Buyer shall pay to the Sellers in cash (such payment to be allocated among the Sellers on a pro rata basis based on each Seller’s pre-closing ownership percentage interest in the Company as set forth on Schedule 1.3.6 ) the Positive Adjustment Amount within three (3) Business Days from the date of such determination and (ii) the Escrow Agent shall be directed to disburse to the Sellers the Escrow Amount (such payment to be allocated among the Sellers on a pro rata basis based on each Seller’s pre-closing ownership percentage interest in the Company as set forth on Schedule 1.3.6 ) in accordance with the terms of the Escrow Agreement.

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1.4 The Closing . Subject to the terms and conditions of this Agreement, the sale and purchase of the Shares contemplated by this Agreement shall take place at a closing (the " Closing ") to be held at 10:00 a.m., local time, on December 31, 2008 or such other time and date as the Buyer and the Sellers may mutually agree (the " Closing Date "), at the offices of the Buyer at 5300 West Cypress Street, Suite 200, Tampa, Florida 33607.

1.5 Payments . At the Closing, (i) the Buyer will deliver to the Sellers the Cash Purchase Price in the amounts set forth on Schedule 1.5 (by wire transfer of immediately available federal funds to the accounts previously furnished to the Buyer in writing by the Sellers); (ii) the Buyer will deliver to each Seller a stock certificate for the number of shares of Buyer Common Stock set forth next to such Seller’s name on Schedule 1.5 ; (iii) the Buyer shall (A) deliver the Escrow Amount to the Escrow Agent by wire transfer of immediately available federal funds to that account previously furnished to the Buyer in writing by the Escrow Agent and (B) deliver to the Escrow Agent a stock certificate for the Escrowed Shares, which Escrow Amount and Escrowed Shares shall be held by the Escrow Agent pursuant to the terms of the escrow agreement dated as of the date hereof among, the Escrow Agent, the Buyer and the Sellers (the " Escrow Agreement "); and (iv) the Sellers will deliver to the Buyer certificates evidencing the Shares duly endorsed (or accompanied by duly executed stock transfer powers).

2. JOINT AND SEVERAL REPRESENTATIONS AND WARRANTIES OF THE SELLERS.

In order to induce the Buyer to enter into and perform its obligations under this Agreement and to consummate the Contemplated Transactions, the Sellers hereby jointly and severally represent and warrant to the Buyer, as of the date hereof and as of the Closing Date, as follows:

2.1 Organization; Predecessors .

2.1.1 Organization. The Company is a corporation duly incorporated, validly existing and is in active status under the laws of the State of Florida with full corporate power and authority to carry on its business as it is now being conducted and to own, operate and lease its properties and assets. The Company is duly qualified or licensed as a foreign corporation to do business and is in good standing in every jurisdiction in which the conduct of its business, and the ownership or lease of its properties, require it to be so qualified or licensed, except where the failure to be in good standing or to be duly licensed or qualified to do business individually or in the aggregate, will not have a Material Adverse Effect. Schedule 2.1.1 sets forth a list of each jurisdiction in which the Company is licensed or qualified to do business. The Company has no Subsidiaries and has no obligation to make any Investments in any Person. The Sellers have delivered to the Buyer true, accurate and complete copies of (x) the Organizational Documents of the Company and (y) the minute books of the Company which contain records of all meetings held of, and other actions taken by, its shareholders, Board of Directors and any committees appointed by its Board of Directors.

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2.1.2 Predecessors. Schedule 2.1.2 sets forth a list of (a) any Person that has ever merged with or into the Company, (b) any Person a majority of whose capital stock (or similar outstanding ownership interests) has ever been acquired by the Company, (c) any Person all or substantially all of whose assets have ever been acquired by the Company and (d) any prior names of the Company or any Person described in clauses (a) through (c) (each such Person, a " Predecessor ").

2.2 Capitalization of the Company; Title to Shares

2.2.1 Outstanding Capital Stock. The authorized capital stock of the Company is as set forth on Schedule 2.2 . Upon the redemption of the minority stockholders of the Company immediately prior to the Closing, the Company’s voting Common Stock will be the only class of capital stock. All of the outstanding shares of the capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable. None of the outstanding shares of Common Stock are subject to, nor were they issued in violation of, any purchase option, call option, right of first refusal or offer, preemptive right, subscription right or any similar right. To Sellers’ Knowledge, the Company has not violated the 1933 Act, any state "blue sky" or securities Laws, any other similar Legal Requirement or any preemptive or other similar rights of any Person in connection with the issuance or redemption of any of its capital stock. Except for the Shares, no shares of voting or non-voting capital stock, other equity interests, or other voting securities of the Company are issued, reserved for issuance or outstanding. There are no bonds, debentures, notes, other Debt or any other securities of the Company with voting rights (or convertible into, or exchangeable for, securities with voting rights) on any matters on which shareholders of the Company may vote.

2.2.2 Ownership. The shares of treasury stock held by the Company is set forth on Schedule 2.2 . The Sellers have delivered to the Buyer true, accurate and complete copies of the stock ledger (or similar register) of the Company which reflects all issuances, transfers, repurchases and cancellations of shares of its capital stock.

2.2.3 Encumbrances, etc. There are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities or Contractual Obligations of any kind (contingent or otherwise) to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right or Contractual Obligation. There are no outstanding obligations of the Company (contingent or otherwise) to repurchase, redeem or otherwise acquire any shares of capital stock (or options or warrants to acquire any such shares) of the Company. There are no stock-appreciation rights, stock-based performance units, "phantom" stock rights or other Contractual Obligations or obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance or other attribute of the Company or the Business or the Assets or calculated in accordance therewith or to cause the Company to file a registration statement under the 1933 Act, or which otherwise relate to the registration of any securities of the Company. Except as set forth on Schedule 2.2 , there are no voting trusts, proxies or other Contractual Obligations of any character to which the Company is a party or by which the Company is bound with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock or similar interests of the Company.

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2.3 Authorization of Governmental Authorities . No action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) execution, delivery and performance by the Sellers of this Agreement or (b) the consummation of the Contemplated Transactions by the Sellers.

2.4 Noncontravention . Except as disclosed on Schedule 2.4 , neither the execution, delivery and performance by the Sellers of this Agreement nor the consummation of the Contemplated Transactions will:

2.4.1 violate any provision of any Legal Requirement applicable to the Company;

2.4.2 result in a breach or violation of, default under, or give rise to a right for any third-party to terminate or any prepayment penalty under any material Contractual Obligation of the Company;

2.4.3 result in the creation or imposition of an Encumbrance upon, or the forfeiture of, any Asset;

2.4.4 result in a breach or violation of, or default under, the Organizational Documents of the Company; or

2.4.5 require any action by (including any authorization, consent or approval) or in respect of (including notice to), any Person under any material Contractual Obligation of the Company.

2.5 Financial Statements .

2.5.1 Financial Statements. Attached as Schedule 2.5 is a copy of (a) the balance sheet of the Company as at September 30, 2008 ( the " Most Recent Balance Sheet ," and the " Most Recent Balance Sheet Date ") and the related statement of income of the Company for the nine months then ended (together with the Most Recent Balance Sheet, the " Interim Financials "), and the audited balance sheets of the Company as at December 31, 2007, 2006 and 2005 and the related audited statements of income of the Company for the fiscal years then ended, accompanied in each case by any notes thereto and the report of the independent registered certified public accounting firm (collectively, the " Audited Financials " and together with the Interim Financials, collectively the " Financials ").

2.5.2 Compliance with GAAP, etc. The Financials (including any notes thereto) (a) are complete and correct in all material respects and were prepared in accordance with the books and records of the Company, (b) have been prepared in accordance with GAAP, consistent with the past practices of the Company (subject, in the case of the Interim Financials, to normal year-end audit adjustments, the effect of which will not, individually or in the aggregate, be materially adverse and the absence of notes that, if presented, would not differ materially from those included in the Audited Financials), including all FASB No. 5 Accruals; provided,

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however, that the Interim Financials omit the interim accruals and adjustments described on Schedule 2.5.2 , and (c) fairly present the financial position of the Company as at the respective dates thereof and the results of the operations of the Company for the respective periods covered thereby. The Company’s utilization of the percentage of completion methodology is in conformity with GAAP. To Sellers’ Knowledge, the aggregate gross profit and gross profit percentage for jobs currently in process have been estimated in good faith and in a manner such that the aggregate gross profit and gross profit percentage achieved by the Company upon completion will not materially adversely change from the estimates as of the date hereof. The gross profit and gross profit percentage of jobs currently in process have been properly recognized in accordance with GAAP. The Financials contain adequate reserves for the realization of all Assets and for all reasonably anticipated Liabilities in accordance with GAAP. The Company maintains adequate internal controls to assure the proper recording of all Assets, Liabilities and transactions in the Company’s records and books of account and to safeguard the Company’s Assets.

2.6 Absence of Undisclosed Liabilities . The Company has no Liabilities except for (a) Liabilities set forth on the face of the Most Recent Balance Sheet; (b) Liabilities incurred in the Ordinary Course of Business since the Most Recent Balance Sheet Date (none of which results from, arises out of, or relates to any breach or violation of, or default under, a Contractual Obligation or Legal Requirement) and none of which constitutes a Material Adverse Effect; and (c) the warranty obligations of the Company with respect to the Business under the Company’s standard warranty terms.

2.7 Absence of Certain Developments . Except as set forth on Schedule 2.7 , since the Most Recent Balance Sheet Date, the Business has been conducted in the Ordinary Course of Business and in a manner consistent with good business practices and:

(a) the Company has not (i) amended its Organizational Documents, (ii) amended any term of its outstanding capital stock or (iii) issued, sold, granted, or otherwise disposed of, its capital stock;

(b) the Company has not become liable in respect of any Guarantee nor has it incurred, assumed or otherwise become liable in respect of any Debt, except for borrowings in the Ordinary Course of Business under credit facilities in existence on the Most Recent Balance Sheet Date;

(c) the Company has not sold, transferred or otherwise disposed of any of its Assets, except in the Ordinary Course of Business;

(d) the Company has not permitted any of its Assets to become subject to an Encumbrance other than a Permitted Encumbrance;

(e) the Company has not made or committed to make any capital expenditure except for those that are necessary for the continued operations of the Company in the Ordinary Course of Business, or committed to, or contracted for after the Most Recent Balance Sheet Date;

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(f) the Company has not (i) repurchased, redeemed or otherwise acquired any of its Common Stock or (ii) entered into, or performed, any transaction with, or for the benefit of, the Sellers or any Affiliate of the Sellers;

(g) there has been no material loss, destruction, damage or eminent domain taking (in each case, whether or not insured) affecting the Business or any material Asset;

(h) the Company has not increased the Compensation payable or paid, whether conditionally or otherwise, to (i) any employee, consultant, independent contractor or agent other than in the Ordinary Course of Business, (ii) any director or officer of the Company or (iii) the Sellers or any Affiliate of the Sellers;

(i) the Company has not entered into any Contractual Obligation providing for the employment or consultancy of any Person on a full-time, part-time, consulting or other basis other than in the Ordinary Course of Business or otherwise providing for any Compensation or other benefit to any officer or director;

(j) the Company has not made any change in its methods of accounting or accounting practices (including with respect to reserves) or its pricing policies, payment or credit practices or failed to pay any creditor any amount owed to such creditor when due or granted any extensions of credit other than in the Ordinary Course of Business;

(k) the Company has not made, changed or revoked any material Tax election, elected or changed any method of accounting for Tax purposes, settled any Action in respect of Taxes or entered into any Contractual Obligation in respect of Taxes with any Governmental Authority;

(l) the Company has not terminated or closed any Facility, business or operation;

(m) the Company has used its reasonable efforts to preserve the Company’s business organization in tact and to preserve its existing business relationships;

(n) To the Sellers’ Knowledge, none of the customers or suppliers required to be disclosed on Schedule 2.20 has canceled, terminated or otherwise altered (including any reduction in the rate or amount of sales or purchases, increase in the prices charged or paid, or change to the supply or credit terms, 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 reduction in the rate or amount of sales or purchases, as the case may be) its relationship with the Company;

(o) no insurer (i) has questioned, denied or disputed (or otherwise reserved its rights with respect to) the coverage of any claim pending under any Liability Policy or (ii) has provided notice of cancellation or any other indication that it plans to cancel any Liability Policy or raise the premiums or materially alter the coverage under any Liability Policy;

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(p) the Company has not adopted any Employee Plan or increased any benefits under any Employee Plan;

(q) the Company has not written off as uncollectible any Accounts Receivable, except in the Ordinary Course of Business, or written up or written down any of its material Assets;

(r) the Company has not failed to make any scheduled capital expenditures or investments or failed to pay trade accounts payable or any other Liability when due, except for trade payables or other Liabilities for which the Company has a reasonable basis to dispute the payment or underlying Liability;

(s) the Company has not failed to maintain or properly repair any of its material Assets; and

(t) the Company has not entered into any Contractual Obligation to do any of the things referred to elsewhere in this Section 2.7 .

2.8 Debt; Guarantees . The Company has no Liabilities in respect of Debt except as set forth on Schedule 2.8 . For each item of Debt, Schedule 2.8 correctly sets forth the debtor, the principal amount of the Debt as the date of this Agreement, the creditor, the maturity date and the collateral, if any, securing the Debt. The Company has no Liability in respect of a Guarantee of any Liability of any other Person.

2.9 Assets

2.9.1 Ownership of Assets . The Company has sole and exclusive, good and marketable title to, or, in the case of property held under a lease or other Contractual Obligation, a sole and exclusive, Enforceable leasehold interest in, or right to use, all of its properties, rights and assets, whether real or personal and whether tangible or intangible, including all Assets reflected in the Most Recent Balance Sheet or acquired after the Most Recent Balance Sheet Date (except for such Assets which have been sold or otherwise disposed of since the Most Recent Balance Sheet Date in the Ordinary Course of Business) (collectively, the " Assets "). Except as disclosed on Schedule 2.9 , none of the Assets is subject to any Encumbrance other than Permitted Encumbrances.

2.9.2 Sufficiency of Assets . The Assets comprise all of the assets, properties and rights of every type and description, whether real or personal, tangible or intangible, used or necessary to conduct the Business and are adequate to conduct the Business in the Ordinary Course of Business.

2.10 Accounts Receivable . All Accounts Receivable, unbilled invoices, costs and estimated earnings in excess of billings on uncompleted work in process and other amounts (excluding retainage amounts) (" Receivables ") reflected on the Most Recent Balance Sheet and in the records and books of account of the Company since the Most Recent Balance Sheet Date through the Closing as

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being due to the Company have arisen in the Ordinary Course of Business, represent legal, valid, binding and enforceable obligations to the Company and, subject only to consistently recorded reserves for bad debts established as of a date prior to the Closing Date in the Ordinary Course of Business and reasonable adjustments in the Ordinary Course of Business, have been, or will be, collected or are, or will be, collectible in the aggregate recorded amounts thereof in accordance with their terms and, to the Sellers’ Knowledge, are not and will not be subject to any contests, claims, counterclaims or setoffs. To the Sellers’ Knowledge, there has been no material adverse change since the Most Recent Balance Sheet Date in the amount or collectability of the Receivables due the Company or the related provisions or reserves from that reflected in the Most Recent Balance Sheet. Except as set forth in Schedule 2.10 , (i) no account debtor or note debtor is delinquent for payments in excess of $25,000 or for more than ninety (90) days, (ii) no account debtor or note debtor has refused or, to the Sellers’ Knowledge, threatened to refuse to pay its obligations to the Company for any reason, or has otherwise made a claim to set-off or similar claim, and (iii) to the Sellers’ Knowledge no account debtor or note debtor is insolvent or bankrupt.

2.11 Real Property .

2.11.1 There is no real property owned by the Company. Schedule 2.11 describes each leasehold interest in real property leased, subleased by, licensed or with respect to which a right to use or occupy has been granted to or by the Company (the " Real Property "), and specifies the lessor(s) of such leased property and identifies each lease or any other Contractual Obligation under which such property is leased (the " Real Property Leases "). Except as described on Schedule 2.11 , there are no written or oral subleases, licenses, concessions, occupancy agreements or other Contractual Obligations granting to any other Person the right of use or occupancy of the Real Property and there is no Person (other than any lessor(s) of leased Real Property) in possession of the leased Real Property. With respect to each Real Property Lease that is a sublease, to the Sellers’ Knowledge, the representations and warranties set forth in Sections 2.11.2 and 2.11.3 are true and correct with respect to the underlying lease.

2.11.2 The Real Property Leases do not impose material restrictions on any portion of the Business that materially interfere with the Business. Except as set forth in Section 2.28 , the Company is not obligated to pay any leasing or brokerage commission as a result of the Contemplated Transactions. There is no pending or, to the Sellers’ Knowledge, threatened eminent domain taking affecting any of the Real Property. The Sellers have delivered to the Buyer true, correct and complete copies of the Real Property Leases including all amendments, modifications, notices or memoranda of lease thereto and all estoppel certificates or subordinations, non-disturbance and attornment agreements related thereto.

2.11.3 None of the Facilities currently existing on the Real Property materially encroaches upon, and any Facilities under construction on the Real Property will not materially encroach upon, the real property of any other Person. No facility of any other Person materially encroaches upon the Real Property. Each Facility is supplied with utilities and other services (including gas, electricity, water, drainage, sanitary sewer, storm sewer, fire protection and telephone) necessary for the operation of such Facility as the same is currently operated or proposed to be operated. Each parcel of Real Property abuts on, and has direct vehicular access to, a

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public road, or has access to a public road via a permanent, irrevocable appurtenant easement benefiting the parcel of Real Property, in each case, to the extent necessary for the conduct of the Business.

2.11.4 All material Permits necessary in connection with the construction upon, and present use and operation of, the Real Property and the lawful occupancy thereof have been issued by the appropriate Governmental Authorities. The current use of the Real Property is in accordance with the certificates of occupancy relating thereto and the terms of any such Permits. All such Permits will continue in full force and effect immediately after giving effect to the Contemplated Transactions. The Real Property and its current use, occupancy and operation by the Company and the Facilities located thereon do not (a) constitute a nonconforming use under any material applicable building, zoning, subdivision or other land use or similar Legal Requirements or (b) otherwise violate or conflict with any covenants, conditions, restrictions or other Contractual Obligations, including the requirements of any applicable Encumbrances thereto. Except as set forth on Schedule 2.11 , to the Sellers’ Knowledge, neither the Company nor any Predecessor (a) is in violation of any material Legal Requirement relating to Real Property, including setback requirements, zoning restrictions and ordinances, building, life, access, safety, health and fire codes and ordinances affecting the Real Property, or (b) has received notice of any eminent domain, condemnation or similar proceeding pending or threatened, or any Government Order relating thereto. To Sellers’ Knowledge, the Real Property is not located within any flood plain or subject to any similar type of restriction for which any Permits necessary to the use thereof have not been obtained.

2.12 Equipment . All of the fixtures and other improvements to the Real Property included in the Assets (including any Facilities) and all of the tangible personal property other than inventory included in the Assets (the " Equipment ") (a) are adequate and suitable for their present and intended uses, (b) are in good working order, operating condition and state of repair, reasonable wear and tear excepted, (c) to Sellers’ Knowledge, have no defects (whether patent or latent) and (d) to Sellers’ Knowledge, have been maintained in accordance with normal industry practice.

2.13 Intellectual Property .

2.13.1 Schedule 2.13 identifies all Intellectual Property owned or used by the Company in the Business, including all Intellectual Property with respect to Company Technology, and lists: (a) all registered Intellectual Property which has been issued to or is otherwise owned by the Company or that relates to or is otherwise used by the Company in the Business, (b) each pending application for registration which the Company has made or otherwise owns with respect to any Intellectual Property, and (c) each Contractual Obligation which the Company or the Sellers have granted or has been granted rights to any Intellectual Property or to which any of them is otherwise bound to any third party. True, accurate and complete copies of all such registrations, applications and Contractual Obligations, in each case, as amended, or otherwise modified and in effect, have been provided to the Buyer by the Sellers, as well as true, accurate and complete copies of all other written documentation evidencing ownership and prosecution (if applicable) of each such item. All such registrations and Contractual Obligations are in full force and effect and all such applications are being diligently prosecuted. All such registrations and applications are owned exclusively and of record by the Company, free and

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clear of any Encumbrances. To Sellers’ Knowledge, no registration or application for any Intellectual Property owned by the Company has been invalidated, opposed, cancelled, abandoned or challenged in any way by any third party. All such registrations, and the Company’s rights under such Contractual Obligations, are valid and enforceable. Except as set forth on Schedule 2.13 , to the Sellers’ Knowledge, there does not exist any claim, allegation, or basis for any claim or allegation, that any Intellectual Property owned or otherwise used by the Company is invalid or unenforceable or that the Company’s rights with respect thereto are subject to claims or defenses that would impair or preclude enforcement of such rights, including misuse, laches, acquiescence, statute of limitations, abandonment or fraudulent registration. To Sellers’ Knowledge, no filing or payment of any kind was or is required to be made with respect to any of the filings relating to any Intellectual Property owned by the Company at any time prior to the ninetieth (90th) day after the Closing Date that has not been made with all required payments prior to the Closing. Schedule 2.13 also identifies each trade name, trade dress and unregistered trademark or service mark used by the Company or in connection with the Business or the Company Technology.

2.13.2 The Company is the sole owner of all rights, title and interest in and to all Intellectual Property with respect to, or has the sole right to use as specified in Schedule 2.13 , all the Company Technology free and clear of any Encumbrances, and none of the Company Technology is in the possession, custody, or control of any Person other than the Company. The Company has the right to use all other Technology and Intellectual Property used in the Business as currently conducted and, to Sellers’ Knowledge, as currently contemplated to be conducted in the future. The Intellectual Property identified on Schedule 2.13 constitutes all Intellectual Property that is used in the Business and all Intellectual Property necessary for the conduct of the Business as currently conducted and, to Sellers’ Knowledge, as currently contemplated to be conducted in the future.

2.13.3 Neither the Company nor any Predecessor (a) has, nor has the conduct of the Business, interfered with, infringed upon, misappropriated, diluted or otherwise violated or come into conflict with any Intellectual Property rights of third parties or (b) has received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, dilution or other violation or conflict (including any claim that it must obtain a license or refrain from using any Intellectual Property rights of any third party in connection with the conduct of the Business or the use of the Company Technology, or, with respect to any other Technology used in the Business, that it must obtain a license that it does not already possess or refrain from using same). To the Sellers’ Knowledge, there does not exist any basis for any such claim or allegation. To the Sellers’ Knowledge, no third party has interfered with, infringed upon, misappropriated, diluted or otherwise violated or come into conflict with any Company Technology or any of the Company’s other Intellectual Property. No claim or legal proceeding involving any Intellectual Property Right by or against the Company is pending or, to the Sellers’ Knowledge, has been threatened. Except as otherwise specified in Schedule 2.13 , the Company is not bound by any Contractual Obligation containing any covenant or other provision relating to Intellectual Property that in any way limits or restricts the ability of the Company to use, exploit, assert, or enforce any of its Intellectual Property or conduct the Business anywhere in the world.

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2.13.4 The Company is in actual possession of or has necessary control over: (i) the source code and object code for all Software included in the Owned Software; and (ii) the object code and, to the extent required for the use of the Company Software, the source code, for all Software included in the Licensed Software. The Company is in possession of or has necessary control over all documentation (including all related engineering specifications, program flow charts, installation and user manuals) and know-how required for the use and revision of the Company Software as currently used, or that is being designed and/or developed for use, in the Business. Except for that Software described in Schedule 2.13 , the Company Software constitutes all the Software necessary to conduct the Business as currently conducted by the Company and, to Sellers’ Knowledge, as currently contemplated to be conducted in the future.

2.13.5 With respect to each item of the Company Technology or other Technology or Intellectual Property used in the Business:

(a) the Company possesses all right, title, and interest in and to such item, free and clear of any Encumbrance and its use thereof;

(b) such item is not subject to any outstanding Government Order, and no Action is pending or, to Sellers’ Knowledge, threatened, which challenges the legality, validity, enforceability, use or ownership of such item; and

(c) the Company has not agreed to and does not otherwise have a Contractual Obligation to indemnify any Person for or against any interference, infringement, misappropriation or other conflict with respect to such item.

2.13.6 Schedule 2.13 identifies each item of Technology that any Person other than the Company owns and that is used by the Company or in connection with the Business pursuant to any license, sublicense or other Contractual Obligation (the " Licenses "). Except as disclosed on Schedule 2.13 , there are no royalties for the use of any such Technology. The Company has made available to the Buyer true, accurate and complete copies of all of the Licenses, in each case, as amended or otherwise modified and in effect, and each of such Licenses is in full force and effect, is valid and enforceable in accordance with its terms and no party thereto is in breach of any of the terms thereof. With respect to each such item identified on Schedule 2.13 : (a) such item is not subject to any outstanding Government Order, and no Action is pending or, to Sellers’ Knowledge, threatened which challenges the legality, validity or enforceability of such item and (b) neither the Sellers nor the Company has granted any sublicense or similar right with respect to any License covering such item.

2.14 Legal Compliance; Illegal Payments; Permits .

2.14.1 Compliance. The Company is not in breach or violation of, or default under, and since December 31, 2003 has not been in breach or violation of, or default under:

(a) its Organizational Documents nor, to the Sellers’ Knowledge, is there a basis which could constitute such a breach, violation or default; or

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(b) any material Legal Requirement nor, to the Sellers’ Knowledge, is there a basis which could constitute such a breach, violation or default, except for breaches, violations or defaults which have not had, will not have and are not reasonably likely to have, a Material Adverse Effect.

2.14.2 Anti-Corruption. To the Sellers’ Knowledge, no agent, affiliate, employee or other Person associated with or acting on behalf of the Company directly or indirectly, has offered to pay or provide or has paid or provided anything of value in the form of any unlawful contribution, gift, entertainment or other materially unlawful expense to any Person for the purpose of gaining or retaining business or obtaining any unfair advantage, nor made any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment.

2.14.3 Permits. The Company has been duly granted all material Permits under all material Legal Requirements necessary for the conduct of the Business. Schedule 2.14.3 describes each Permit affecting, or relating to, the Assets or the Business together with the Governmental Authority or other Person responsible for issuing such Permit. Except as disclosed on Schedule 2.14.3 , (a) the Permits are valid and in full force and effect, (b) the Company is not in breach or violation of, or default under, any such Permit, and, to the Sellers’ Knowledge, no basis exists which, with notice or lapse of time or both, would constitute any such breach, violation or default and (c) the Permits will continue to be valid and in full force and effect, on identical terms following the consummation of the Contemplated Transactions.

2.14.4 Additional Compliance Representations.

(a) No petition under the federal bankruptcy Laws or any state insolvency Law has been filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of, (i) the Company, or (ii) any partnership in which the Company was a general partner at or within two years before the date of this Agreement.

(b) The Company, within the last five (5) years, has not been convicted in a criminal proceeding nor, to Sellers’ Knowledge, is the Company named a subject or target of a pending criminal proceeding or investigation.

(c) The Company has not been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining the Company from, or otherwise limiting the Company’s involvement in, any of the following activities:

(i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other Person regulated by the Commodity Futures Trading Commission, or as an associated Person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated Person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

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(ii) engaging in any type of business practice; or

(iii) engaging in any activity in connection with the purchase or sale of any security or commodity, or in connection with any violation of federal or state securities Laws or federal commodities Laws.

(d) The Company has not been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than sixty (60) days the Company’s right to engage in any activity described in subparagraph (c) above, or to be associated with Persons engaged in any such activity.

(e) The Company has not been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (" SEC ") to have violated any federal or state securities Law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated.

(f) The Company has not been found by a court of competent jurisdiction in a civil action or by the Commodities Futures Trading Commission to have violated any federal commodities Law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

(g) The Company has not been involved in any of the following matters: (a) making any political contributions that would be illegal under any Law; (b) the disbursement or receipt of funds of the Company outside the normal system of accountability; (c) payments, whether direct or indirect, to or from foreign or domestic governments, officials, employees or agents for purposes other than the satisfaction of lawful obligations, or any transaction which has as its intended effect the transfer of assets of the Company for the purpose of effecting such payment; (d) the improper or inaccurate recording of payments and receipts on the books of the Company; or (e) any other matters of similar nature involving disbursements of assets of the Company.

2.15 Inventories . The Company has sole custody and control of and maintains, to Sellers’ Knowledge, adequate insurance coverage on all materials, supplies, parts or other assets delivered to the Company by or on behalf of its customers for use in connection with projects the Company is undertaking for such customers (the " Customer Assets "); none of the Customer Assets have been damaged, lost, stolen, or otherwise suffered a material diminution in value from the time of receipt by the Company; and the Company has not received notice of any claim, loss, or damage related to the Customer Assets.

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2.16 Employee Benefit Plans

(a) Schedule 2.16(a) contains a true and complete list of each "employee benefit plan" (within the meaning of Section 3(3) of ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA), and all stock purchase, stock option, severance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, employee loan and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the Contemplated Transactions or otherwise), whether formal or informal, oral or written, legally binding or not, under which (i) any current or former employee, director or consultant of the Company (the " Company Employees ") has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or (ii) the Company has had, has or may have any actual or contingent present or future liability or obligation. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the " Employee Plans ".

(b) With respect to each Employee Plan, the Sellers have provided to the Buyer a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (i) any contracts or agreements relating to any Employee Plan, including, all trust agreements, insurance or annuity contracts, investment management agreements, record keeping agreements and other material documents or instruments related thereto; (ii) the most recent determination letter, if applicable; (iii) any summary plan description and other written communications (or a description of any oral communications) by the Company to the Company Employees concerning the extent of the benefits provided under a Employee Plan; (iv) a summary of any proposed amendments or changes anticipated to be made to the Employee Plans at any time within the twelve months immediately following the date hereof; and (v) for the three most recent years (A) the Form 5500 and attached schedules, (B) audited financial statements, (C) actuarial valuation reports and (D) any non-discrimination testing results.

(c) Each Employee Plan has been established and administered in accordance with its terms, and in compliance with the applicable provisions of ERISA, the Code and other applicable Laws, rules and regulations; (ii) each Employee Plan which is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified and has received a favorable determination letter as to its qualification, and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; (iii) no event has occurred and no condition exists that would subject the Company, either directly or by reason of its affiliation with any member of its " Controlled Group " (defined as any organization which is a member of a controlled group of organizations within the meaning of Sections 414(b), (c), (m) or (o) of the Code), to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Laws, rules and regulations; (iv) for each Employee Plan with respect to which a Form 5500 has been

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filed, no material change has occurred with respect to the matters covered by the most recent Form since the date thereof; (v) no "reportable event" (as such term is defined in Section 4043 of the Code) that could reasonably be expected to result in any liability; (vi) no nonexempt "prohibited transaction" (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) or "accumulated funding deficiency" (as such term is defined in Section 302 of ERISA and Section 412 of the Code (whether or not waived)) has occurred with respect to any Employee Plan; (vii) there is no present intention that any Employee Plan be materially amended, suspended or terminated, or otherwise modified to adversely change benefits (or the levels thereof) under any Employee Plan at any time within the twelve months immediately following the date hereof; (viii) no Employee Plan is a split-dollar life insurance program or otherwise provides for loans to executive officers (within the meaning of the Sarbanes-Oxley Act of 2002); and (ix) the Company has not incurred any current or projected liability in respect of post-employment or post-retirement health, medical or life insurance benefits for current, former or retired employees of the Company, except as required to avoid an excise tax under Section 4980B of the Code or otherwise except as may be required pursuant to any other applicable Law.

(d) No Employee Plan is an "employee pension benefit plan" (within the meaning of Section 3(2) of ERISA) subject to Title IV of ERISA, and the Company has no obligation to contribute, and has not incurred any actual or contingent liability or obligation (including any obligation to make any contribution) to or in respect of any such plan. No Employee Plan is a "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA), and neither the Company nor any member of its Controlled Group has at any time sponsored or contributed to, or has or had any actual or contingent liability or obligation to or in respect of, any multiemployer plan.

(e) With respect to each Employee Plan, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or to the Sellers’ Knowledge threatened; (ii) to the Sellers’ Knowledge no facts or circumstances exist that could give rise to any such actions, suits or claims; (iii) no written or oral communication has been received from the Pension Benefit Guaranty Corporation (the " PBGC ") in respect of any Employee Plan subject to Title IV of ERISA concerning the funded status of any such plan or any transfer of assets and liabilities from any such plan in connection with the transactions contemplated herein; and (iv) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the PBGC, the Internal Revenue Service (the " IRS ") or other governmental agencies are pending, in progress or to the Sellers’ Knowledge threatened (including any routine requests for information from the PBGC).

(f) No Employee Plan or Legal Requirement exists that, as a result of the execution of this Agreement, shareholder approval of this Agreement, or the Contemplated Transactions (whether alone or in connection with any subsequent event(s)), could (i) result in severance pay, termination indemnity or any similar  payment or any increase in severance pay,

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termination indemnity or any similar payment, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other material obligation pursuant to, any of the Employee Plans, (iii) limit or restrict the right of the Company to merge, amend or terminate any of the Employee Plans, (iv) cause the Company to record additional compensation expense on its income statement with respect to any outstanding stock option or other equity-based award, or (v) result in payments under any of the Employee Plans which would not be deductible under Section 280G of the Code.

(g) There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company relating to, or any change in employee participation or coverage under, any Employee Plan that would increase the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof.

(h) No compensation under any Employee Plan subject to Section 409A of the Code is or has been required to be includible in the gross income of any participant or beneficiary by reason of Section 409A(a)(i)(A) of the Code or is or has been subject to any additional tax under Section 409A(a)(i)(B) of the Code, and no amounts are or have been includible in any participants or beneficiaries by reason of Section 409A(b) of the Code.

2.17 Environmental Matters . Except as set forth in Schedule 2.17 , to Sellers’ Knowledge, (a) the Company and its Predecessors are, and have been, in compliance with all material Environmental Laws, (b) there has been no release or threatened release of any pollutant, petroleum or any fraction thereof, contaminant or toxic or hazardous material (including toxic mold), substance or waste (each a " Hazardous Substance ") on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the Company or a Predecessor, (c) there have been no Hazardous Substances generated by the Company or a Predecessor that have been disposed of or come to rest at any site that has been included in any published U.S. federal, state or local "superfund" site list or any other similar list of hazardous or toxic waste sites published by any Governmental Authority in the United States or in any other location throughout the world, (d) there are no underground or aboveground storage tanks located on, no PCBs (polychlorinated biphenyls) or PCB-containing Equipment used or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act stored on, any site owned or operated by the Company or a Predecessor, except for the storage of hazardous waste in compliance with Environmental Laws and (e) the Sellers have made available to the Buyer true, accurate and complete copies of all environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments, in each case as amended and in effect. Set forth on Schedule 2.17 is a list of all locations at which the Company has stored or currently stores petroleum or any fraction thereof, petroleum products, or Hazardous Substances, with each such location being designated as either "Company Owned" or "Third Party Owned." There are no pending environmental investigations or enforcement actions being conducted or to Sellers’ Knowledge threatened, with respect to the Company, the Business, or any properties at which the Business is conducted, by any Governmental Authority and no pending claims pertaining to environmental matters brought by third parties.

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2.18 Contracts .

2.18.1 Contracts. Except as disclosed on Schedule 2.18 , the Company is not bound by or a party to:

(a) any Contractual Obligation (or group of related Contractual Obligations) for the purchase or sale of inventory, raw materials, commodities, supplies, goods, products, equipment or other personal property, or for the furnishing or receipt of services, in each case, the performance of which will extend over a period of more than one year or which provides for either an aggregate or annual payments to or by the Company in excess of twenty-five thousand dollars ($25,000);

(b) (i) any capital lease or (ii) any other lease or other Contractual Obligation relating to the Equipment providing for annual rental payments in excess of twenty-five thousand dollars ($25,000), under which any Equipment is held or used by the Company;

(c) any Contractual Obligation, other than Real Property Leases or leases relating to the Equipment, relating to the lease or license of any Asset, including Technology and Intellectual Property (and including all customer license and maintenance agreements) that is not included on Schedule 2.13 ;

(d) any Contractual Obligation relating to the acquisition or disposition of (i) any business of the Company (whether by merger, consolidation or other business combination, sale of securities, sale of assets or otherwise) or (ii) any asset other than in the Ordinary Course of Business;

(e) any Contractual Obligation under which the Company is, or may become, obligated to pay any amount in respect of indemnification obligations, purchase price adjustment or otherwise in connection with any (i) acquisition or disposition of assets or securities, (ii) merger, consolidation or other business combination or (iii) series or group of related transactions or events of the type specified in clauses (i) and (ii) above.

(f) any Contractual Obligation concerning or consisting of a partnership, limited liability company or joint venture agreement or any other relationship involving the sharing of profits, losses or costs;

(g) any Contractual Obligation (or group of related Contractual Obligations) (i) under which the Company has created, incurred, assumed or guaranteed any Debt in excess of twenty-five thousand dollars ($25,000) or (ii) under which the Company has permitted any Asset to become subject to an Encumbrance;

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(h) any Contractual Obligation under which any other Person has guaranteed any Debt of the Company;

(i) any Contractual Obligation to purchase goods or services exclusively from a given Person or Persons or purchase a minimum amount of goods or services from a given Person or Persons, or all or a portion of the supply of certain goods or services utilized by the Company from a given Person or Persons;

(j) any Contractual Obligation relating to non-competition (whether the Company is subject to or the beneficiary of such obligations);

(k) any Contracted Obligation having a "most favored nation" clause;

(l) any Contractual Obligation under which the Company is, or may become, obligated to incur any severance pay or special Compensation obligations which would become payable by reason of, this Agreement or the Contemplated Transactions;

(m) any Contractual Obligation under which the Company is, or may, have any Liability to any investment bank, broker, financial advisor, finder or other similar Person (including an obligation to pay any legal, accounting, brokerage, finder’s, or similar fees or expenses in connection with this agreement or the Contemplated Transactions);

(n) any collective bargaining agreement or any other Contractual Obligation with any labor union or other employee representative of a group of employees;

(o) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan or arrangement for the benefit of the Company’s current or former directors, officers, and employees;

(p) any Contractual Obligation providing for the employment or consultancy (including on an independent contractor basis) with an individual (or in the case of a consultant or independent contractor, an entity) on a full-time, part-time, consulting or other basis or otherwise providing Compensation or other benefits to any officer, director, employee or consultant (other than an Employee Plan);

(q) any agency, dealer, distributor, sales representative, marketing, handler, third party service provider, or other similar agreement;

(r) any Contractual Obligation under which the Company has advanced or loaned an amount to any of its Affiliates or employees other than in the Ordinary Course of Business;

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(s) any performance, bid or completion bonds, surety or stand-alone indemnification agreements and other similar credit support obligations or arrangements in securing obligations in excess of twenty-five thousand ($25,000);

(t) any Contractual Obligation not entered into in the Ordinary Course of Business;

(u) any Contractual Obligation under which the consequences of breach, default or termination could have or could reasonably be expected to have a Material Adverse Effect; or

(v) any other Contractual Obligation (or group of related Contractual Obligations) the performance of which involves consideration in excess of twenty-five thousand dollars ($25,000) over the life of such Contractual Obligation.

The Sellers have delivered to the Buyer true, accurate and complete copies of each written Contractual Obligation listed on Schedule 2.18 , in each case, as amended or otherwise modified and in effect.

2.18.2 Enforceability, etc. To the Sellers’ Knowledge, each Contractual Obligation required to be disclosed on Schedule 2.8 (Debt), Schedule 2.11 (Real Property Leases), Schedule 2.13 (Intellectual Property), Schedule 2.16(a) (Employee Benefit Plans), Schedule 2.18 (Contracts), Schedule 2.20 (Customers and Suppliers), Schedule 2.25 (Insurance), Schedule 2.30.1 (Surety Bonds) or Schedule 2.32 (Backlog) (each, a " Disclosed Contract ") is Enforceable against each party to such Contractual Obligation, and is in full force and effect, and will continue to be so Enforceable and in full force and effect on identical terms following the consummation of the Contemplated Transactions. To the Sellers’ Knowledge no event has occurred that with notice or lapse of time, or both would constitute a material breach or material default by the Company or any other party under any Disclosed Contract.

2.18.3 Breach, etc. Neither the Company nor, to the Sellers’ Knowledge, any other party to any Disclosed Contract is in breach or violation of, or default under, or has repudiated any provision of, any Disclosed Contract (including all performance bonds, warranty obligations or otherwise). The Company has not received notice from any other party to any Disclosed Contract or to the Sellers’ Knowledge has any reason to believe that such party intends to terminate such Disclosed Contract or alter in any way the relationship of the parties under such Disclosed Contract.

2.18.4 Bids. Schedule 2.18.4 sets forth a complete and accurate list of each outstanding bid or proposal for business submitted by the Company.

2.19 Affiliate Transactions . Except for the matters disclosed on Schedule 2.19 , neither the Sellers nor any Affiliate of the Sellers is an officer, director, employee, consultant, competitor, creditor, debtor, customer, distributor, supplier or vendor of, or is a party to any Contractual Obligation with, the Company. Except as disclosed on Schedule 2.19 , neither the Sellers nor any Affiliate of the Sellers own any Asset used in, or necessary to, the Business.

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2.20 Customer and Supplier . Schedule 2.20 sets forth a complete and accurate list of (a) the ten largest customers of the Company (measured by aggregate billings) during the nine months ended September 30, 2008, indicating the existing Contractual Obligations with each such customer by product or service provided and (b) the ten largest suppliers of materials, products or services to the Company (measured by the aggregate amount purchased by the Company) during the nine months ended September 30, 2008, indicating the Contractual Obligations for continued supply from each such supplier. The relationships of the Company with the customers and the suppliers required to be listed on Schedule 2.20 are good commercial working relationships and none of such customers or the suppliers has canceled, terminated or otherwise altered (including any reduction in the rate or amount of sales or purchases, material increase in the prices charged or paid, or change to the supply or credit terms, as the case may be) or notified the Company of any intention to do any of the foregoing or, to Sellers’ Knowledge, otherwise threatened in writing to cancel, terminate or alter (including any reduction in the rate or amount of sales or purchases, material increase in the prices charged or paid, or change to the supply or credit terms, as the case may be) its relationship with the Company. As of the date hereof, to the Sellers’ Knowledge, there is no reason to believe that there could be any change in the relationships of the Company with any of its customers or suppliers as a result of the Contemplated Transactions. The Sellers have no notice of any facts or circumstances that has or could result in a change in the relationship that Company has with any of its material customers and suppliers.

2.21 Customer Warranties . Except as set forth on Schedule 2.21 , there have been no pending, nor to the Sellers’ Knowledge, threatened, claims under or pursuant to any warranty, whether expressed or implied, on the products or services sold prior to the Closing Date by the Company that are not disclosed or referred to in the Audited Financials and that are not fully reserved against in accordance with GAAP. All of the services rendered by the Company (whether directly or indirectly through independent contractors) have been performed in conformity with all express warranties and, in all material respects, with all applicable contractual commitments, and the Company does not have nor shall it have any Liability for replacement or repair or for other damages relating to or arising from any such services, except for amounts incurred in the Ordinary Course of Business. None of the Company’s Contractual Obligations with any customer contains any unusual warranty provisions that would impose material liability on the Company. Set forth on Schedule 2.21 are the aggregate amount of warranty claims incurred by the Company during the last three completed fiscal years. To the Sellers’ Knowledge, there is no reason to expect an increase in the amount of warranty claims in the future.

2.22 Capital Expenditures and Investments . The Company’s outstanding Contractual Obligations and budget for capital expenditures and Investments are set forth on Schedule 2.22 , which includes a schedule of all monies disbursed on account of capital expenditures and Investments made by the Company since the Most Recent Balance Sheet Date.

2.23 Employees .

2.23.1 All present employees of the Company are listed on Schedule 2.23 . Except as set forth on Schedule 2.23 , the Company is not a party to any written or oral agreement with any employee or former employee. Schedule 2.23 lists those employees of the Company who are bound to non-competition agreements with the Company.

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2.23.2 Schedule 2.23 lists all independent contractors who have provided services to the Company from December 31, 2006 through the date of this Agreement to whom the Company paid in excess of twenty five thousand dollars ($25,000).

2.23.3 Except as disclosed on Schedule 2.23 , there are no labor troubles (including any work slowdown, lockout, stoppage, picketing or strike) pending, or to the Sellers’ Knowledge, threatened between the Company, on the one hand, and its employees, on the other hand. Except as disclosed on Schedule 2.23 , (a) no employee of the Company is represented by a labor union, (b) the Company is not a party to, or otherwise subject to, any collective bargaining agreement or other labor union contract, (c) during the past five years there have been no strikes, slowdowns, work stoppages, disputes, lockouts, or to the Sellers’ Knowledge threats thereof, by or with respect to any employees of the Company, (d) no petition has been filed or proceedings instituted by an employee or group of employees of the Company with any labor relations board seeking recognition of a bargaining representative and (e) there is no organizational effort currently being made or, to Sellers’ Knowledge, threatened by, or on behalf of, any labor union to organize employees of the Company and no demand for recognition of employees of the Company has been made by, or on behalf of, any labor union. The Company is not a party to, or otherwise bound by, any consent decree with, or citation or other Order by, any Governmental Authority relating to employees or employment practices. The Company is in compliance with applicable Legal Requirements, Contractual Obligations, and policies relating to employment, employment practices, wages, hours, and terms and conditions of employment, including, but not limited to, the obligations of the Fair Labor Standards Act and the Worker Adjustment and Retraining Notification Act of 1988 (" WARN "), and all other notification and bargaining obligations arising under any collective bargaining agreement, by Legal Requirement or otherwise. The Company has not effectuated a "plant closing" or "mass layoff" as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company without complying with all provisions of WARN, or implemented any early retirement, separation or window program within the past five years, nor has the Company planned or announced any such action or program for the future. No executive officer’s or other key employee’s employment with the Company has been terminated for any reason nor has any such officer or employee notified the Company of his or her intention to resign or retire since the Most Recent Balance Sheet Date.

2.23.4 The Company is not delinquent in payments to any of its employees or consultants for any wages, salaries, overtime pay, commissions, bonuses, benefits or other compensation for any services or otherwise arising under any policy, practice, Contractual Obligation, plan, program or material Legal Requirement. None of the Company’s employment policies or practices is currently being audited or, to Sellers’ Knowledge, investigated by any Governmental Authority. There is no pending or, to the Sellers’ Knowledge, threatened Action, unfair labor practice charge, or other charge or inquiry against the Company brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of the Company’s employees, or other individual or any Governmental Authority with respect to employment practices brought by or before any Governmental Authority.

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2.23.5 None of the Sellers, and to the Sellers’ Knowledge, no other employee, officer, contractor or consultant of the Company is (i) obligated under any applicable Law or under any Contractual Obligation of any nature, or is subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such e