SALE AGREEMENT

EXHIBIT 2.1

This Sale Agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about ABM Industries Incorporated, CommAir Mechanical Services or Carrier Corporation. The representations and warranties of the parties in this Sale Agreement were made to, and solely for the benefit of, the other parties. The assertions embodied in the representations and warranties are qualified by information included in disclosure schedules exchanged by the parties that may modify or create exceptions to the representations and warranties. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or otherwise.

SALE AGREEMENT

by and among

SELLERS

and

PURCHASER

Dated as of May 27, 2005

TABLE OF CONTENTS

EXHIBITS

Sellers Disclosure Schedule

SALE AGREEMENT

     SALE AGREEMENT, dated as of May 27, 2005 (this “ Agreement ”), by and among ABM Industries Incorporated, a Delaware corporation (“ ABM ”), CommAir Mechanical Services, a California corporation (“ CMS ”) (ABM and CMS each a “ Seller ” and collectively, “ Sellers ”), and Carrier Corporation, a Delaware corporation (“ Purchaser ”).

     WHEREAS, ABM through CMS, its wholly owned subsidiary, owns and operates a business segment that installs, services (including the provision of water treatment services) and repairs commercial heating, ventilation and air conditioning equipment and controls;

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

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

ARTICLE I.
DEFINITIONS

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

      (i) “ACM” means any asbestos containing material.

      (ii) “Adjusted Net Assets” means the Net Assets computed based on the information contained in the Final Preceding Month End Balance Sheet prepared in accordance with the Agreed Accounting Principles.

      (iii) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended.

      (iv) “Agreed Accounting Principles” means those accounting principles set forth on Schedule 3.2(a) of Sellers Disclosure Schedule and used for the preparation of the Preceding Month End Balance Sheet. Such schedule also sets forth the methodology used for the calculation of Adjusted Net Assets and Target Net Assets, used in determining the adjustment to the Closing Purchase Price described in Section 3.2.

      (v) “Applicable Law” means any law, code, regulation, rule, order, judgment or decree to which the Business, Sellers, or any of their Affiliates are subject.

      (vi) “Asbestos Activity” means any possession, purchase, sale, brokering, owning, leasing, using, manufacturing, fabricating, controlling, handling, installing, encapsulating, servicing, maintaining, disposing of, remediating or transporting, or exposure to, any asbestos or ACM, or any products, assets, materials, supplies or other property (including personal property, real property and fixtures) containing asbestos or ACM.

      (vii) “Balance Sheet” means the unaudited balance sheet of CMS as of February 28, 2005, which is attached hereto as part of Schedule 5.13 of Sellers Disclosure Schedule.

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

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

      (x) “Business” means Sellers’ business of installing, servicing and repairing commercial heating, ventilation and air conditioning equipment and controls, but excluding the provision of water treatment services.

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

      (xii) “Cash Change” means the net cash transfers between CMS and ABM during the period from (a) the date of the Preceding Month End Balance Sheet through (b) the Closing Date as determined in accordance with the methodology illustrated on Schedule 3.2(b) of Sellers Disclosure Schedule. The computation of Cash Change shall reflect (x) cash disbursements in respect of Sellers’ payment of (i) liabilities reflected on the Preceding Month End Balance Sheet or (ii) Stub Period Operational Expenses, netted against (y) cash receipts in respect of Sellers’ collection on accounts receivable reflected on the Preceding Month End Balance Sheet or otherwise arising during the period between the date of the Preceding Month End Balance Sheet and the Closing Date.

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

      (xiv) “Confidentiality Agreement” means the Confidentiality Agreement, dated as of February 16, 2005, by and between ABM and Purchaser.

      (xv) “Employee” means any employee of any Seller as of the Closing Date (including employees who are not actively at work as of the Closing Date on account of sickness, vacation, family medical leave, sick leave or other normal course temporary absence (but excluding disability, authorized leave of absence

or other situations where the absence is either long-term or indeterminate)) whose work or function is related primarily to the operation of the Business.

      (xvi) “Employee Services Loan Agreement” means the Employee Services Loan Agreement to be delivered at the Closing substantially in the form of Exhibit D hereto.

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

      (xviii) “ Environmental Condition ” means the Release of a Regulated Substance or the presence of a Regulated Substance on, in, under or within any property (including the presence in surface water, groundwater, soils or subsurface strata, or air), other than the presence of a Regulated Substance in locations and at concentrations that are naturally occurring.

      (xix) “Environmental Law” shall mean any federal, state or local statute, ordinance, rule or regulation, any judicial or administrative order or judgment, to the extent such order or judgment is specifically applicable to the Purchased Assets or the Business, and any provision or condition of any Permit or other operating authorization specifically applicable to the Purchased Assets or the Business relating to the protection of the environment or the public welfare from actual or potential exposure to any actual or potential release, discharge, disposal or emission of any Regulated Substance.

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

      (xxi) “ERISA Affiliate” means each trade or business (whether or not incorporated) that, together with any Seller, is treated as a single employer under Sections 414(b), (c), (m) or (o) of the Code.

      (xxii) “Existing Environmental Conditions” means any Environmental Condition existing prior to or as of the Closing Date at any property or facility, including the subsequent migration of any Regulated Substances comprising such an Environmental Condition.

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

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

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

      (xxvi) “HVAC” means commercial heating, ventilation and air conditioning equipment and controls.

      (xxvii) “Instrument of Assumption” means the Instrument of Assumption to be delivered at the Closing with respect to the Assumed Liabilities substantially in the form of Exhibit B hereto.

      (xxviii) “Interim Services Agreement” means the Interim Services Agreement to be delivered at the Closing substantially in the form of Exhibit C hereto.

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

      (xxx) “Knowledge” means the actual knowledge, after diligent inquiry or investigation, of (a) with respect to Sellers, the individuals set forth on Schedule 1.1(a) of Sellers Disclosure Schedule and (b) with respect to Purchaser, senior executives of Purchaser.

      (xxxi) “Material Adverse Effect” means (a) any change in or effect that is, individually or in the aggregate, materially adverse to the business, operations or results of operations of the Business taken as a whole, excluding any such change or effect resulting from or arising in connection with (A) changes in conditions or circumstances generally affecting the industry in which the Business operates or (B) the compliance with the terms and conditions of this Agreement or (b) any material adverse effect on the ability of Sellers to consummate the transactions contemplated by this Agreement.

      (xxxii) “Net Assets” means the net assets of CMS computed based on information contained in the Balance Sheet, the Preceding Month End Balance Sheet or the Final Preceding Month End Balance Sheet, as the case may be, all prepared according to the Agreed Accounting Principles.

      (xxxiii) “Other Taxes” means all Taxes other than income Taxes.

      (xxxiv) “Permitted Encumbrances” means (A) Encumbrances arising or incurred in the ordinary course of business that are not material in amount or do not materially detract from the value of or materially impair the use of the Purchased Assets, (B) Encumbrances for Taxes not yet due and payable or the validity of which is being contested in good faith by appropriate proceedings, (C) Encumbrances of carriers, warehousemen, mechanics and material men and other like Encumbrances arising in the ordinary course of business, and (D) Encumbrances which do not, individually or in the aggregate, have a Material

Adverse Effect; provided that for purposes of Section 2.1 clause (D) hereof shall not apply.

      (xxxv) “Permitted Services” means (i) HVAC services performed by onsite employees of ABM Engineering Services Company in connection with customer preventative maintenance program, and (ii) HVAC services performed by employees and subcontractors on behalf of ABM Facility Services Company; provided, however, that in each case of (i) and (ii) the HVAC services are in good-faith related to other services (i.e. a bundled offering) involving mechanical equipment in addition to HVAC equipment; and provided, further, that with respect to clauses (i) and (ii), the direct performance of such HVAC services by employees of such ABM Affiliates is in the nature of ordinary preventative maintenance (changing filters, hosing coils, etc.) and not major repairs, replacement, retrofit or installation of new equipment. By way of clarification, “Permitted Services” would not permit ABM Engineering Services Company, ABM Facility Services Company and other ABM Affiliates to bid and perform HVAC services on a stand-alone basis for a period of five (5) years following the Closing Date as outlined in Section 7.8 of this Agreement. By way of further clarification, this provision and Section 7.8 hereof shall not restrict ABM Facility Services Company and ABM Engineering Services Company from providing the same type and range of HVAC services as currently provided to their present customers, or from providing such HVAC services to future customers; provided if such services are not consistent with the above definition of Permitted Services, they are de-minimus.

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

      (xxxvii) “Predecessor” means any person that was or is a predecessor entity or entities to Sellers or any Affiliate of Sellers by any legal means, including, without limitation, (i) pursuant to any legal requirement, whether by statutory merger, de facto merger, consolidation, combination, division, sale of assets, dissolution, reorganization or otherwise or (ii) based on any theory or doctrine of successor liability, whether by statute or at common law.

      (xxxviii) “Regulated Substance” means petroleum or petroleum products and any other material, substance or waste that is identified and regulated by any federal, state or local statute, ordinance, rule or regulation intended to protect the environment or public health.

      (xxxix) “ Release ” means any spill, leak, emission, discharge, deposit, disposal, injection, escape, leaching, dumping or other release of any Regulated Substance into the environment, whether intentional or unintentional, including the abandonment or discarding of barrels, containers and other receptacles containing any Regulated Substance.

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

      (xli) “Stub Period Operational Expenses” means all expenses of the Business other than for Excluded Liabilities (except for this purpose, Other Taxes) incurred in the ordinary course of business by the Business (including, but not limited to, all trade obligations and expenses for payroll, vacation, bonuses and commissions, and contributions to the Seller Plans) between the date of the Preceding Month End Balance Sheet and the Closing Date, but excluding any amounts owed to ABM or an Affiliate of ABM other than (i) in respect of insurance premiums for general liability and workers compensation (which shall be calculated at a rate of no more than four thousand dollars ($4,000) per calendar day) and (ii) information management and related services provided to CMS by ABM that continue under the Interim Services Agreement (which shall be calculated at the rates negotiated in the Interim Services Agreement), which shall be included.

      (xlii) “Target Net Assets” means $10,529,000, which is the Net Assets as of October 31, 2004 as shown on Schedule 3.2(a) of the Sellers Disclosure Schedule which was calculated from the October 31, 2004 balance sheet of CMS prepared in accordance with the Agreed Accounting Principles on such Schedule 3.2(a) of Sellers Disclosure Schedule.

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

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

      (xlv) “Temporary Lease Period” means the period, not to exceed 150 days from the Closing Date, for which Purchaser is leasing the Partially Utilized Facilities pending relocation of the Business from the Partially Utilized Facilities.

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

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

ARTICLE II.
SALE AND PURCHASE

      2.1 The Sale Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, Sellers agree to sell, assign, convey, transfer and deliver to Purchaser and Purchaser agrees to purchase, acquire and accept from Sellers, free and clear of all Encumbrances (other than Permitted Encumbrances) all of Sellers’ right, title and interest in and to all of the business, properties, assets, goodwill and rights of Sellers primarily related to the Business of whatever kind or nature, tangible or intangible, other than the Excluded Assets (collectively, the “ Purchased Assets ”), including, without limitation:

      (a) all of Sellers’ service, repair, maintenance, installation and project contracts and agreements of the Business, including any amendments and supplements, modifications or side letters thereto and any other agreements related to work performed by Sellers in connection with the Business whether or not such contracts or agreements are valid or expired by their terms (collectively, the “ Assumed Contracts ”);

      (b) the leasehold interests, including any prepaid rent, security deposits and options to renew or purchase in connection therewith, of Sellers in real property primarily relating to the Business (the “ Assumed Leases ”);

      (c) the furniture, equipment, machinery, supplies, vehicles, tools, personal property, fixtures and other tangible property owned, used, leased or licensed by Sellers and primarily relating to the Business;

      (d) all vehicle and equipment leases of the Business;

      (e) all accounts receivable of the Business as of the date of the Final Preceding Month End Balance Sheet and all accounts receivable of the Business arising between the date of the Preceding Month End Balance Sheet and the Closing Date;

      (f) the Inventory of the Business;

      (g) the Books and Records of the Business residing at the branches, the Head Office and in the locations occupied by the Business at the facilities partially utilized by the Business listed on Schedule 2.2(g) of Sellers Disclosure Schedule (the “ Partially Utilized Facilities ”), except for all (i) personnel and related human resources records with respect to employees of the Business as of the Closing Date, including Employees and former employees and (ii) payroll and sales and use Tax records ((i) and (ii), the “ Excluded Records ”);

      (h) the operating manuals of the Business;

      (i) all petty cash of the Business maintained at the branches, the Head Office and the Partially Utilized Facilities, in any event not to exceed fifteen thousand dollars ($15,000) in the aggregate for all such facilities (the “ Petty Cash ”);

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

      (k) to the extent existing, the patents (including all reissues, divisions, continuations and extensions of such patents), patent applications, trade names, trademarks, service marks, trademark or service mark registrations and registration applications, product designations, product and service goodwill, trade dress, copyrights, license rights, computer software, specifications, data, logos, slogans, and designs together with all registrations and applications relating primarily to the Business;

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

      (m) all Permits relating primarily to the Business as set forth on Schedule 2.1(m) of Sellers Disclosure Schedule;

      (n) to the extent assignable, all right, title and interest in and under fidelity, performance and surety bonds of the Business, including those relating to specific jobs of the Business involving sub-contractors performing work for the Business (the “ Performance Bonds ”);

      (o) all goodwill relating to the Business;

      (p) all post office boxes, telephone numbers, and other communication codes, numbers or devices used in connection with the Business and (non-ABM specific) content of the Mechanical section of the ABM website, located at www.abm.com/mechanical; and

      (q) any other assets primarily used by Sellers in the Business on the Closing Date that are not specifically listed above or identified as Excluded Assets; provided, however that, and notwithstanding the foregoing, any tangible personal property used by Sellers in both the Business and for the provision of water treatment services shall be included herein as Purchased Assets to the extent such property is not primarily used for the provision of water treatment services.

      2.2 Excluded Assets

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

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

      (b) the Excluded Records;

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

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

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

      (f) all property and assets of Sellers (and Sellers’ Affiliates), including those primarily related to the provision of water treatment services, that are not used primarily in the operation of the Business; provided, however, that any tangible personal property that is used in both the Business and for the provision of water treatment services shall not be Excluded Assets but shall be included in Purchased Assets to the extent such property is not primarily used for the provision of water treatment services;

      (g) the leasehold interests, including any prepaid rent, security deposits and options to renew or purchase in connection therewith, of Sellers with respect to the Partially Utilized Facilities (the “ Partially Utilized Facility Leases ”) as set forth on Schedule 2.2(g) of Sellers Disclosure Schedule;

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

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

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

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

      2.3 Assumed Liabilities

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

      (a) (i) trade accounts payable and (ii) except as may otherwise be provided in the Employee Services Loan Agreement , an amount equal to the accrued expenses for payroll, vacation, bonuses and commissions, and contributions to the Sellers Plans and Other Taxes (the “ Reimbursable Liabilities ”) to the extent and in the amounts reflected on the Final Preceding Month End Balance Sheet;

      (b) all obligations or liabilities, including performance obligations, under the Assumed Contracts, Assumed Leases, vehicle and equipment leases (and all other contracts and agreements of the Business entered into in the ordinary course of business and consistent with past practices) incurred in the ordinary course of business and consistent with past practices prior to the Closing Date or relating to the period after the Closing Date (excluding liability for material breach or material non-performance under the Assumed Contracts or Assumed Leases occurring prior to the Closing Date, provided that Sellers shall retain such liability for material breach or material non-performance under the Assumed Contracts and Assumed Leases in the event and to the extent that the Purchaser shall have notified Sellers of any such breach or non-performance within one year of the Closing Date);

      (c) all obligations under Performance Bonds issued by Sellers on behalf of the Business, to the extent assignable;

      (d) trade accounts payable of the Business as of the date of the Final Preceding Month End Balance Sheet and an amount equal to the Stub Period Operational Expenses (other than the trade accounts payable);

      (e) all obligations under the FY 2005 bonus plan of the Business to the extent arising in the ordinary course of the Business (the “ Bonus Plan ”); and

      (f) subject to Section 2.5 hereof, all other liabilities of the Business arising out of the operation of the Business after the Closing Date.

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

      2.4 Excluded Liabilities

               Purchaser shall not assume and shall not be obligated to pay, perform or otherwise discharge any liabilities and obligations of Sellers not expressly assumed pursuant to this Agreement, including without limitation (collectively, the “ Excluded Liabilities ”):

      (a) all interest bearing liabilities in respect of money borrowed by the Business as of the Closing Date;

      (b) subject to Section 2.5, all liabilities in respect of causes of action, claims, suits or proceedings of or involving third parties against Sellers relating to the Business or the Purchased Assets arising out of incidents or events occurring on or prior to the Closing Date, including, without limitation, all insurance (including, without limitation, workers compensation, general liability, automobile and property damage) claims with an incident date on or prior to the Closing Date and all other claims as set forth on Schedule 2.4(b) of Sellers Disclosure Schedule;

      (c) all liabilities for material breach or material non-performance under the Assumed Contracts or Assumed Leases occurring prior to the Closing Date, provided that Sellers shall retain such liability for material breach or material non-performance under the Assumed Contracts and Assumed Leases only in the event and to the extent that Purchaser shall have notified Sellers of any such breach or non-performance within one year of the Closing Date; except, however, that Sellers shall retain and Purchaser shall not assume any such liabilities arising out of Sellers’ violations of Applicable Law (including, without limitation, Environmental Law);

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

      (e) any liabilities or obligations with respect to Taxes attributable to Sellers, the Business, or the Purchased Assets for taxable periods, or any portion thereof, ending on or before the Closing Date;

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

      (g) any liabilities or obligations of Sellers pursuant to any employment or consulting agreements with either Seller and any liabilities or obligations of Sellers pursuant to any employment or similar agreements with any Employee or independent contractor under the Seller Plans or any stay bonus or similar arrangement entered into or created as a result of this transaction, unless specifically assumed (it being understood and agreed by the parties that, to the extent obligations thereunder arise in the ordinary course of business, the Bonus Plan is being assumed by Purchaser hereunder) pursuant to this Agreement;

      (h) subject to Section 2.5 hereof, any liabilities arising out of (1) incidents or events occurring prior to the Closing Date involving any violation of Environmental Laws with respect to the operations of the Business prior to or as of the Closing Date, (2) actions or incidents occurring prior to the Closing Date that could form the basis for a claim of liability under Environmental Law, including without limitation, the release or disposal of Regulated Substances by or in connection with the Business; (3) any Existing Environmental Conditions on, at, under or from any properties or facilities now or formerly owned, leased, or operated by the Sellers, the Business or any Predecessor; and (4) the storage, transportation, treatment, disposal, discharge, recycling or release of any Regulated Substances at any location by any Seller, the Business or any Predecessor on or before the Closing Date, or the arrangement by any Seller, the Business or any Predecessor for any storage, transportation, disposal, discharge, recycling or release of any Regulated Substances at any location on or before the Closing Date;

      (i) the use, procurement, manufacture or sale of, or exposure to, ACM in products manufactured, sold, installed or serviced in connection with the Business or any discontinued product or product line on or prior to the Closing Date by any Seller or any Predecessor and any other Asbestos Activity performed or undertaken by any Seller or any Predecessor whether or not in connection with the Business; and

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

      2.5 Shared Liabilities

      (a) Subject to Section 2.5(b), with respect to certain liabilities of the Business relating to causes of action, claims, suits or proceedings of or involving third parties concerning Environmental Law which arise from incidents or events occurring over a period of time beginning before the Closing Date (for which Sellers are responsible as Excluded Liabilities) and ending after the Closing Date (for which Purchaser may be liable as Assumed Liabilities) ( “Shared Liabilities” ), such Shared Liabilities shall be allocated to the parties in an equitable manner taking into account the relative fault of each of the parties as determined by a trier of fact as well as the relative proportions of time such incidents or events occurred before and after the Closing Date.

      (b) Notwithstanding Section 2.5(a), the following liabilities shall not be considered Shared Liabilities, and Sellers shall remain solely liable for: (i) any liabilities of Sellers or any Predecessors arising from or relating to Existing Environmental Conditions (including any ongoing migration of Existing Environmental Conditions); (ii) any liabilities of Sellers or any Predecessors arising out of any Asbestos Activity or any products containing ACM; and (iii) any other liabilities or obligations for which Sellers are obligated to provide indemnification to the Purchaser Group under Section 10.2(b).

ARTICLE III.
PURCHASE PRICE

      3.1 Purchase Price – General

               In consideration of the sale, conveyance, assignment and transfer of the Purchased Assets, at the Closing, Purchaser shall pay to ABM, on behalf of Sellers, an amount equal to thirty-two million dollars ($32,000,000) (the “ Closing Purchase Price ”). The Closing Purchase Price shall be paid at the Closing in immediately available funds by wire transfer. The Closing Purchase Price payable by Purchaser at the Closing will be subject to future adjustment as provided in Sections 3.2 and 3.3.

      3.2 Closing Purchase Price Adjustments

      (a) Net Adjustment; Preparation of the Preceding Month End Balance Sheet. As soon as reasonably practicable but not later than ninety (90) days after the Closing Date, Sellers shall prepare and deliver to Purchaser an unaudited balance sheet of CMS as of the end of the month ending immediately preceding the Closing Date (the “ Preceding Month End Balance Sheet ”), and (ii) the calculation of the Adjusted Net Assets, based upon the Preceding Month End Balance Sheet and the Agreed Accounting Principles as set forth on Schedule 3.2(a) of Sellers Disclosure Schedule ((i) and (ii) together, the “ Net Asset Adjustment Statements ”). The Preceding Month End Balance Sheet shall be prepared on a basis consistent with the preparation of the Balance Sheet, including the Agreed Accounting Principles and, as specified thereby, U.S. GAAP to the extent applicable. The calculation of Adjusted Net Assets shall be prepared on a basis consistent with the calculation of the Target Net Assets. In connection with Sellers’ preparation of the Adjustment Statements, Sellers and their representatives shall have reasonable access during normal business hours to the Books and Records and personnel of the Business.

      (b) Stub Period Cash Adjustment; Preparation of Cash Change Schedule. As soon as reasonably practicable but not later than sixty (60) days after the Closing Date, Sellers shall also deliver to Purchaser a schedule (the “ Cash Change Schedule ”), substantially in the form set forth on Schedule 3.2(b) of Sellers Disclosure Schedule, which shall set forth the Cash Change in the Business (the absolute value of such amount, the “ Cash Change Amount ”). Sellers shall prepare the Cash Change Schedule in good faith and in accordance with past practices of CMS and the Business. The Net Asset Adjustment Statements and the Cash Change Schedule shall be collectively known herein as the “ Adjustment Statements ”. The parties understand and agree that the mechanism of the Cash Change adjustment is intended to reimburse Sellers with respect to Sellers’ payment of Reimbursable Liabilities and Stub Period Operational Expenses to the extent Sellers pay any such amounts during the period from the date of the Preceding Month End Balance Sheet through and including the Closing Date. If any such Reimbursable Liabilities and Stub Period Operational Expenses are not reflected as paid by Sellers on the Cash Change Schedule, Purchaser shall pay such amounts to the Sellers, if and when such liabilities are paid by Sellers following the Closing Date, pursuant to the mechanics set forth in the Interim Services Agreement, as provided in Section 3.2(f) hereof.

      (c) Review of Adjustment Statements. After delivery to it of the applicable Adjustment Statement(s), Purchaser (and its representatives) shall be afforded the opportunity to review the work papers, schedules and other supporting papers relating to the preparation of the Adjustment Statements and to consult with Sellers and their representatives, if necessary, regarding the methods used in the preparation thereof. Within thirty (30) days after Purchaser’s receipt of the applicable Adjustment Statements Purchaser shall either inform the other in writing that the applicable Adjustment Statement is acceptable or object to such Adjustment Statement in writing setting forth a specific description of the objections and specifying in reasonable detail the nature and extent of such disagreement. Purchaser shall not give a notice of disagreement unless the aggregate amount in dispute exceeds fifteen thousand dollars ($15,000). The failure of Purchaser to deliver written objections to Sellers within thirty (30) days after receipt of the applicable Adjustment Statement shall be deemed acceptance of such Adjustment Statement. If Purchaser objects to the Adjustment Statement and if Sellers do not agree with such objections (it being agreed that the failure of Sellers to deliver written notice to Purchaser of Sellers’ disagreement with Purchaser’s objections within fifteen (15) days of receipt of such objections shall be deemed acceptance by Sellers failing to deliver notice), or such objections are not resolved on a mutually agreeable basis within thirty (30) days after the Sellers’ receipt of such objections, any disagreement between the parties regarding the same shall be resolved by Deloitte & Touche LLP, but if Deloitte & Touche LLP is not available to serve, then an alternative unaffiliated accounting firm to be selected by the parties (the “ Neutral Accountant ”). The decision of the Neutral Accountant shall be (i) made within thirty (30) days of the submission of the dispute based solely on the presentations by Purchaser and Sellers, (ii) in accordance with this Agreement and (iii) final and binding upon the parties. Upon the agreement of the parties or the decision of the Neutral Accountant or Purchaser’s failure to deliver a written objection to Sellers within the thirty (30) day period after receipt of the applicable Adjustment Statement provided above, the Preceding Month End Balance Sheet (as adjusted, if necessary) shall be deemed the Final Preceding Month End Balance Sheet (the “ Final Preceding Month End Balance Sheet ”) and the determination of the Adjusted Net Assets shall be deemed final or the Cash Change Schedule and the determination of the Cash Change shall be deemed final, as the case may be. Each party shall bear the fees, costs and expenses of its own accountants and shall share equally the fees, costs and expenses of the Neutral Accountant.

      (d) Adjustment to the Closing Purchase Price; Payment. Upon final determination in accordance with the procedures set forth in Section 3.2(c) (A) the Final Preceding Month End Balance Sheet and the Adjusted Net Assets and (B) the Cash Change Amount, a net payment, reflecting an adjustment to the Closing Purchase Price, shall be made by one party to the other according to the following rules:

                (i) if the Adjusted Net Assets exceed the Target Net Assets, the amount of such excess shall be payable by Purchaser to Sellers, or

                (ii) if the Adjusted Net Assets are less than the Target Net Assets, the amount of any deficiency shall be payable by Sellers to Purchaser; and

                (iii) if the Cash Change is a net cash outflow (as reflected on the Cash Change Schedule), the Cash Change Amount shall be payable by Purchaser to Sellers, or

                (iv) if the Cash Change is a net cash inflow (as reflected on the Cash Change Schedule), the Cash Change Amount shall be payable by Sellers to Purchaser.

Any adjustment to the Closing Purchase Price required under this Section 3.2(d) in respect of such net payment shall be made by wire transfer of immediately available funds within ten (10) days after the date that the final determination with respect to both of (A) the Adjusted Net Assets and (B) Cash Change Amount in accordance with Section 3.2(c), together with interest thereon from the Closing Date to the date of payment calculated at the prime rate in effect on the Closing Date as reported in the Wall Street Journal.

      (e) Notwithstanding the foregoing, if the Closing occurs on the last Business Day of a month, there shall be no adjustment to the Closing Purchase Price made in respect of the Cash Change, and all references to the Cash Change, the Cash Change Amount, the Stub Period Operational Expenses and the Cash Change Schedule (other than in this Section 3.2(e)) shall not apply. In such event, the only adjustment to the Purchase Price shall be based upon the difference between the Target Net Assets and the Adjusted Net Assets. In addition, if the Closing occurs on the last Business Day of a month, the Preceding Month End Balance Sheet shall be as of the Closing Date, and not as of the end of the month ending immediately preceding the Closing Date.

      (f) Reimbursement for Final Preceding Month End Balance Sheet and Stub Period Operational Expenses. To the extent Sellers pay any amounts in respect of (i) Reimbursable Liabilities or (ii) Stub Period Operational Expenses, Purchaser shall, at Sellers’ request, promptly reimburse Sellers with respect thereto in accordance with the mechanics agreed upon in the Interim Services Agreement; provided that Purchaser shall not be obligated to reimburse Sellers with respect to such payments prior to the final determination of the Final Preceding Month End Balance Sheet and the Cash Change Schedule. Following the final determination of the Final Preceding Month End Balance Sheet and the Cash Change Schedule, Purchaser may, within a period of 15 days thereafter (with respect to requests for reimbursement made prior to such final determination) or 15 days following Sellers’ request for reimbursement (with respect to requests for reimbursement made by Sellers to Purchaser after the final determination of the Final Preceding Month End Balance Sheet and the Cash Change Schedule) object to such reimbursement in writing to Sellers setting forth a specific description of the objections and specifying in reasonable detail the nature of the disagreement. The failure of Purchaser to deliver a written objection to Sellers within the applicable 15 day period shall be deemed agreement by Purchaser with respect to such amount requested, and Purchaser shall promptly reimburse Sellers with respect thereto. If Purchaser objects within the applicable 15 day period and the disagreement cannot be resolved by mutual agreement within 15 additional days following Sellers’ receipt of such objection, the

disagreement shall be resolved by a Neutral Accountant. The decision of the Neutral Accountant with respect to any amount requested by Sellers for reimbursement in accordance with the foregoing provisions shall be (i) made within thirty (30) days of the submission of the dispute based solely on the presentations by Purchaser and Sellers, (ii) in accordance with this Agreement and (iii) final and binding upon the parties.

      (g) Water Treatment Services. The parties understand that certain assets and liabilities related to the provision by CMS of water treatment services (which assets and liabilities are not being acquired by Purchaser as expressly provided above) have been included in the financial statements of CMS and will be included in the Final Preceding Month End Balance Sheet. The parties have not attempted to remove such assets and liabilities from such statements, because they believe in good faith that any resulting effect on the Purchase Price Adjustment would not be material .

      3.3 Project Contracts

      (a) In the event that Purchaser in the course of completing all Assumed Contracts relating to project work (the “ Project Contracts ”) incurs costs with respect to such Project Contracts, which together with the costs incurred by the Business prior to the Closing Date with respect to such Project Contracts (such costs together, the “ Incurred Costs ”), are in excess of the total sales prices of all such Project Contracts in the aggregate (such excess, the “ Project Losses ”), Purchaser shall be permitted to recover the amount of such Project Losses from Sellers; provided that for purposes of determining costs incurred for any particular Project Contract the Agreed Accounting Principles shall govern and an overhead allocation calculated in accordance with the Agreed Accounting Principles shall be included. Notwithstanding the foregoing, and subject to Section 9.5, in no event will Purchaser be able to collect any Project Losses unless and until the total amount of Project Losses exceeds $300,000 (but only in the amount of such excess). Schedule 3.3(a) of Sellers Disclosure Schedule sets forth a list of CMS’s portfolio of Project Contracts as of April 1, 2005, and Sellers (within 60 days following the Closing Date) shall update such schedule as of the Closing Date for new Project Contracts obtained between April 1, 2005 and May 31, 2005. In connection with Sellers’ preparation of such updated Schedule 3.3(a) of Sellers Disclosure Schedule, Sellers and their representatives shall have reasonable access during normal business hours to the Books and Records and personnel of the Business.

      (b) Following the Closing Date, Purchaser shall provide Sellers with written reports on a consistent quarterly basis as to (i) whether or not Project Losses then exist, (ii) whether any particular Project Contract has either (a) resulted in incurred costs in respect of such contract in excess of the sales price under such contract or (b) in Purchaser’s reasonable judgment, based on past experience and generally accepted industry practices, is likely to begin resulting in costs that, together with previously incurred costs in respect of such contract, will exceed the sales price under such contract, and (iii) the cumulative revenue and expense recognized (as determined in accordance with the Agreed Accounting Principles and, as specified thereby, U.S. GAAP to the extent applicable) since the Closing Date with respect to each Project Contract, and the projected completion date of each such contract.

      (c) As soon as reasonably practicable but not later than sixty (60) days after the completion of all Project Contracts included on Schedule 3.3(a) of Sellers Disclosure Schedule (as updated), Purchaser shall prepare and deliver to Sellers a statement (the “ Project Losses Statement ”) setting forth the Project Losses and a table including the sales price and incurred costs for each such Project Contract listed on Schedule 3.3(a) of Sellers Disclosure Schedule. Sellers shall have a right to inspect Purchaser’s records with respect to incurred costs and payments received if recovery for any Project Losses applies in accordance with Section 3.3(a).

      (d) After delivery to Sellers of the Project Losses Statement, Sellers (and their representatives) shall be afforded the opportunity to review the work papers, schedules and other supporting papers relating to the Project Losses Statement delivered by the Purchaser and to consult with the Purchaser and its representatives, if necessary, regarding the methods used in the preparation thereof. Within thirty (30) days after Sellers receipt of the Project Losses Statement, Sellers shall either inform the Purchaser in writing that the Project Losses Statement is acceptable or object to the Project Losses Statement in writing setting forth a specific description of the objections and specifying in reasonable detail the nature and extent of such disagreement. Such disagreement and final resolution of the amount of Project Losses shall be determined consistent with the procedures described in Section 3.2(c) above.

      (e) Purchaser shall use commercially reasonable efforts to perform and complete the Project Contracts in accordance with the terms and conditions of such contracts, generally accepted industry practices and otherwise in good faith and consistent with the past practices of the Business and Purchaser with respect to Project Contracts.

ARTICLE IV.
THE CLOSING

      4.1 Time and Place of Closing

               Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, the closing of the transactions contemplated by this Agreement (the “Closing" ) will take place at 1:00 P.M. (New York time) on such date as the parties may agree. Subject to the conditions herein, the parties will make commercially reasonable efforts to cause Closing to occur on May 31, 2005. The date and time at which the Closing actually occurs is hereinafter referred to as the “ Closing Date .” The Closing shall be considered effective as of 11:59 P.M. (New York time) on the Closing Date.

      4.2 Deliveries by Sellers

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

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

      (b) Executed consents, applications or other documents to transfer the Assumed Contracts, Assumed Leases and the Permits as disclosed on Schedule 5.7 of Sellers Disclosure Schedule;

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

      (d) All such other instruments of assignment or conveyance as shall, in the reasonable opinion of Purchaser and its counsel, be necessary to transfer to Purchaser the Purchased Assets in accordance with this Agreement and, where necessary or desirable, in recordable form;

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

      (f) The Interim Services Agreement, duly executed by Sellers;

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

      (h) The Employee Services Loan Agreement, duly executed by Sellers;

      (i) A written legal opinion of the general counsel of ABM, dated as of the Closing Date, with respect to the matters set forth in Sections 5.1 and 5.2; and

      (j) A lease and a sublease with respect to the Partially Utilized Facilities as described in Section 7.9, which shall be executed by the parties simultaneous with the Closing.

      4.3 Deliveries by Purchaser

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

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

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

      (c) The Instrument of Assumption, duly executed by Purchaser;

      (d) The Interim Services Agreement, duly executed by Purchaser;

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

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

      (g) All such other agreements, documents, instruments and writings as may be required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF SELLERS

     Except as set forth in Sellers Disclosure Schedule prepared by Sellers and delivered to Purchaser simultaneously with the execution hereof, each Seller, jointly and severally, hereby represents and warrants to Purchaser the following:

      5.1 Organization; Qualification

               Each Seller is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each Seller has all requisite corporate power and authority to own, lease, and operate the Purchased Assets and to carry on the Business as it is now being conducted by such Seller. Each Seller is duly qualified to do business and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties of the Business owned or used by it requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect.

      5.2 Authority Relative to this Agreement

               Each Seller has full corporate power and authority to execute and deliver this Agreement and all other agreements and documents contemplated hereby to be delivered by such party (as to any party hereto, the “ Ancillary Documents ”) and to consummate the transactions contemplated hereby and by the Ancillary Documents. The execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and by the Ancillary Documents have been duly and validly authorized and approved by all requisite corporate action and no other corporate proceedings on the part of any Seller is necessary to authorize this Agreement, the Ancillary Documents, or to consummate the transactions contemplated hereby and by the Ancillary Documents. This Agreement has been duly executed and delivered by each Seller and at the Closing each Seller will have executed and delivered its respective Ancillary Documents. Assuming due authorization, execution and delivery by Purchaser of this Agreement and the Ancillary Documents, this Agreement constitutes, and, upon their execution and delivery the Ancillary Documents will constitute, valid and binding obligations of each Seller, enforceable against each Seller in accordance with their respective terms.

      5.3 Consents and Approvals; No Violation

               Except as set forth on Schedule 5.3 of Sellers Disclosure Schedule, the execution and delivery of this Agreement and the Ancillary Documents by each Seller, the consummation by each Seller of the transactions contemplated by this Agreement or the compliance of each Seller with the provisions of this Agreement will not (a) conflict with or result in any breach of

any provision of the articles of organization or by-laws of such Seller or result in the creation of any Encumbrance (other than any Permitted Encumbrance) upon any of the Purchased Assets pursuant to any mortgage, indenture, lease agreement or other instrument to which either Seller is a party, (b) require any consent, approval, waiver, filing with or notification to, any Governmental Authority except (i) where the failure to obtain such consent, approval, or waiver, or to make such filing or notification, would not have a Material Adverse Effect or (ii) for those requirements which become applicable to such Seller as a result of the specific regulatory status of Purchaser (or any of its Affiliates) or as a result of any other facts that specifically relate to the business or activities in which Purchaser (or any of its Affiliates) are or propose to be engaged; (c) result in a violation or breach of or default (or give rise to any right of termination, cancellation or acceleration) under, or require any consent under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which such Seller is a party or by which such Seller, or any of the Purchased Assets may be bound, except for such instances where requisite waivers or consents have been obtained or which, in the aggregate, would not have a Material Adverse Effect; or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Seller, or any of the Purchased Assets, except for violations that would not have a Material Adverse Effect.

      5.4 Absence of Certain Changes or Events

               Except as otherwise contemplated by this Agreement or as set forth on Schedule 5.4 of Sellers Disclosure Schedule, since October 31, 2004 Sellers have conducted the Business in the ordinary course consistent with past practices and there has not been (a) any Material Adverse Effect; (b) any damage, destruction or casualty loss, whether covered by insurance or not, which had a Material Adverse Effect; and (c) any entry into any agreement, commitment or transaction (including, without limitation, any borrowing or capital financing) by Sellers, which is material to the business or operations of the Purchased Assets, except agreements, commitments or transactions in the ordinary course of business or as contemplated herein.

      5.5 Labor Matters

      (a) Except for such matters as do not have Material Adverse Effect, with respect to employees of Sellers who perform services relating to the Business: (i) Sellers are in compliance with all Applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours; (ii) there is no labor strike, slowdown or stoppage actually pending or to the Sellers’ Knowledge threatened against or affecting Sellers; and (iii) Sellers have not received notice that any representation petition respecting the Employees has been filed with the National Labor Relations Board.

      (b) Schedule 5.5(b) of Sellers Disclosure Schedule lists all collective bargaining agreements with any labor organization, union group or association (“ Labor Unions ”) directly relating to the Business and to which Sellers are a party as of the date hereof.

5.6 Employee Benefit Plans Schedule 5.6 of Sellers Disclosure Schedule contains a true and complete list of each deferred compensation, bonus or other incentive

compensation plan, program, agreement or arrangement; each severance or termination pay, medical, surgical, hospitalization, life insurance and other “welfare” plan, fund or program (within the meaning of Section 3(1) of ERISA); each profit-sharing, stock bonus or other “pension” plan, fund or program (within the meaning of Section 3(2) of ERISA); each employment termination or severance agreement; and each other employee benefit plan, fund, program, agreement or arrangement, in each case, that is sponsored, maintained or contributed to or required to be contributed to by any Seller or any ERISA Affiliate or to which any Seller or any ERISA Affiliate is a party, whether written or oral, for the benefit of any Employee or any director or independent contractor of any Seller whose services are related primarily to the operation of the Business as of the date hereof (the “ Seller Plans ”).

      (b) The Seller Plans have at all times complied with all Applicable Laws, including, without limitation, the Code and ERISA and except as provided in Section 7.6 hereof, Purchaser shall have no liability with respect to Seller Plans. The Sellers Savings Plans have been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code, and each trust related thereto has been determined to be exempt from tax pursuant to Section 501(a) of the Code. Sellers have made all employee and employer contributions required to be made to Sellers Savings Plans as of the Closing Date. To the extent Sellers have not made all such contributions, the liability for such contributions shall be properly and fully reflected on the Final Preceding Month End Balance Sheet and on the Business’ financial records as of the Closing Date.

      (c) Neither any Seller nor any ERISA Affiliate maintains or contributes to, nor has any Seller or any ERISA Affiliate ever maintained or contributed to, any plan subject to Title IV or Section 302 of ERISA with respect to any Employee, other than a Multiemployer Plan.

      (d) Schedule 5.6 of Sellers Disclosure Schedule identifies each Seller Plan which is a “multiemployer plan” within the meaning of Section 3(37) of ERISA (“ Multiemployer Plan ”). With respect to each Multiemployer Plan and, except as set forth on Schedule 5.6 of Sellers Disclosure Schedule, (A) neither any Seller nor any ERISA Affiliate has withdrawn, partially withdrawn, or received any notice of any claim or demand for withdrawal liability or partial withdrawal liability; (B) neither any Seller nor any ERISA Affiliate has received any notice that such Multiemployer Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any excise tax, or that any such plan is or may become insolvent; (C) neither any Seller nor any ERISA Affiliate has failed to make any required contributions; (D) to the Sellers’ Knowledge such Multiemployer Plan is not a party to any pending merger or asset or liability transfer; (E) to the Sellers’ Knowledge there are no proceedings with or involving the Pension Benefit Guaranty Corporation against or affecting such Multiemployer Plan; and (F) neither any Seller nor any ERISA Affiliate has any withdrawal liability by reason of a sale of assets pursuant to Section 4204 of ERISA.

      (e) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any current or

former employee or officer of the Business to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer.

      (f) Purchaser shall have no liability (i) under the Consolidated Omnibus Budget Reconciliation Act of 1985 with respect to any employee of Sellers who has a qualifying event under COBRA before the hire date of the Immediately Hired or the Transferred Employees or (ii) with respect to any post-employment benefits provided by any Seller or any ERISA Affiliate to their employees, former employees or retirees.

      (g) There are no pending, threatened or anticipated claims by or on behalf of any Seller Plan (other than a Multiemployer Plan), by any employee or beneficiary covered under any such Seller Plan, or otherwise involving any such Seller Plan (other than routine claims for benefits).

      5.7 Material Contracts and Arrangements

               Schedule 5.7 of Sellers Disclosure Schedule sets forth (a)(i) contracts that generate annual revenues of $100,000 or more for maintenance services and related service extras provided by the Sellers related to the Business (the “ Material Service Contracts ”) and (ii) Project Contracts with, to Sellers’ Knowledge, unearned revenue as of April 1, 2005 of $100,000 or more in respect of project services, as calculated in accordance with the accounting practices of Sellers (the “ Material Project Contracts ”), (b) all joint venture or partnership agreements primarily related to the Business to which Sellers are a party, (c) all agreements restricting the right of Sellers or Business to compete with third parties, and (d) all other material contracts included in the Purchased Assets (all of the foregoing in clauses (a) through (d) collectively, the “ Material Contracts ”). As of the date hereof, Sellers are not in material breach of any of their obligations under t