SHARE PURCHASE AGREEMENT 2006

Exhibit 10.76

TABLE OF CONTENTS

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Schedules
2.6	Allocation of Purchase Price
4.1	Corporate Jurisdictions
4.2	Ownership of Shares
4.4	Non-Contravention
4.5	Financial Statements
4.6	Absence of Changes or Events
4.7	Taxes
4.8	Employee Claims
4.8(c)	Employee Compensation
4.8(h)	Employment Contracts and Policies
4.9	Benefit Plans; Plan Matters
4.10(a)	Environmental Claims
4.10(b)	Hazardous Materials Actions
4.10(c)	Environmental Compliance
4.10(d)	Release of Hazardous Materials
4.10(e)	Storage of Hazardous Materials
4.10(g)	Material Adverse Impacts
4.11	Permits; Compliance with Laws
4.12(a)	Owned Real Properties
4.12(b)	Leased Real Properties
4.13	Personal Property Liens
4.15	Company Intellectual Property
4.16	Material Contracts
4.17	Litigation
4.18	Brokerage Fees
4.19	Materials Suppliers and Customers
4.20	Insurance
6.1(a)	Necessary Consents
6.1(e)	Resignations
8.1.1	Capital Expenditures
8.5	Reclamation Bonds and Letters of Credit
Exhibits
Exhibit A	Escrow Agreement

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SHARE PURCHASE AGREEMENT

            THIS SHARE PURCHASE AGREEMENT (“ Agreement ”) is entered into as of March 6, 2006, among KFx Inc., a Delaware corporation (“ Buyer ”), New Meadville Forging, Inc., a Delaware corporation (“ Seller ”), and Keller Group, Inc., an Illinois corporation (“ Keller ”).

RECITALS :

            1.         Seller owns all of the issued and outstanding shares (as more particularly defined in Section 4.2, the “ Shares ”) of Buckeye Industrial Mining Co., an Ohio corporation (“ Company ”).

            2.         Buyer wishes to buy, and Seller wishes to sell, the Shares on the terms and conditions set forth herein.

            3.         Company is a Qualified Subchapter S Subsidiary and, as such, the sale of Shares contemplated by this Agreement will be treated, for tax purposes, as a sale of all of the assets of Company by Seller.

            4.         Keller is the ultimate parent of Seller and will benefit directly and beneficially from the transactions contemplated hereby.

            Now, therefore, in consideration of the mutual representations, warranties, covenants and agreements set forth in this Agreement, Buyer and Seller hereby agree as follows:

            1.1       Definitions .  Certain terms used in this Agreement shall have the meanings set forth in ARTICLE 10, or elsewhere herein as indicated in ARTICLE 10.

            1.2       Accounting Terms .   Accounting terms used in this Agreement and not otherwise defined herein shall have the meanings attributed to them except as may otherwise be specified herein.

            2.1       Purchase and Sale .  Subject to the terms and conditions of this Agreement, the Seller shall sell, assign, transfer and deliver to Buyer at the Closing, free and clear of all Liens, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to all of the Shares.

            2.2       Purchase Price .  The aggregate purchase price for all of the Shares (the “ Purchase Price ”) shall be an amount equal to Thirty Seven Million, Five Hundred Thousand Dollars ($37,500,000).

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            2.3       Closing Payment .   Subject to the terms and conditions of this Agreement, Buyer shall pay and deliver at the Closing the Purchase Price to Seller as follows: (a) issue to Seller 118,821.29 shares of Common Stock, $.001 par value per share, of Buyer (the “ Buyer Common Shares ”) having a value equal to Two Million Five Hundred Thousand Dollars ($2,500,000) based on the average closing price of Buyer Common Shares during the five (5) trading day period ending on the business day immediately preceding the date hereof (the “ Stock Consideration Shares ”) and (b) pay and deliver an amount) equal to Thirty One Million Two Hundred Fifty Thousand Dollars ($31,250,000) (the “ Cash Portion ”, to Seller by means of a wire transfer of immediately available cash funds to an account as directed by Seller prior to the Closing (the “ Seller’s Account ”).

            2.4       Escrowed Funds .   Notwithstanding any other term or condition contained elsewhere in this Agreement and its attached schedules, including, without limitation, Section 0 hereof, at Closing, funds in the amount of Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000) (an amount equal to Ten Percent (10%) of the Purchase Price) shall be placed into escrow in accordance with the terms and conditions of the escrow agreement attached hereto as Exhibit A (the “Escrow Agreement”), to be held by the escrow agent specified in the Escrow Agreement until the release of all or a portion of the funds is mandated by the terms thereof.  The escrowed funds shall be released from escrow and paid over to Seller in accordance with the time frames and/or conditions set forth in the Escrow Agreement.

            2.5       Deliveries at Closing .  At the Closing, (a) Seller will deliver to Buyer the various certificates, instruments, and documents referred to in 6.1 below, (b) Buyer will deliver to Seller the various certificates, instruments, and documents referred to in 6.2 below, (c) Seller will deliver to Buyer stock certificates representing all of its Shares, endorsed in blank or accompanied by duly executed assignment documents, and (d) Buyer will deliver to Seller and the Escrow Agent the consideration specified in Section 2.3 and 2.4 above.

            2.6       Allocation of Purchase Price .  The fair market value of the assets of Company and the allocation of the Purchase Price among them for purposes of Section 1060 of the Internal Revenue Code shall be as set forth on Schedule 2.6 which Parties shall, prior to Closing, attach hereto.  Buyer and Seller agree to be bound by such fair market value determination and allocation and to complete and attach IRS Form 8594 to their respective Tax Returns accordingly.

            Seller represents and warrants to Buyer that the following statements contained in this ARTICLE 3 are true and correct at and as of the date of this Agreement and will also be correct and complete as of the Closing Date.

            3.1       Authority and Capacity .   Seller possesses all requisite legal right, power, authority and capacity to execute, deliver and perform this Agreement and each other agreement, instrument and document to be executed and delivered by or on behalf of Seller and consummate the transactions contemplated herein and therein.  Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware.

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            3.2       Ownership of Shares .  Seller is the beneficial and record owner and has good and marketable title to all of the Shares free and clear of all Liens.

            3.3       Execution and Delivery; Enforceability .  This Agreement has been, and each other document, instrument or agreement to be executed and delivered by Seller in connection herewith will upon such delivery be, duly executed and delivered by Seller and constitutes, or will upon such delivery constitute, the legal, valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by principles of equity (collectively, the “ Enforceability Exceptions ”).

            2.4       Noncontravention . 

                        (a)        Seller is not required to submit any notice, report or other filing with any Governmental Authority in connection with Seller’s execution, delivery or performance of this Agreement or any other document, instrument or agreement to be executed and delivered by Seller in connection herewith.  The execution, delivery and performance of this Agreement will not result in a breach or violation of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or give rise to a right of any party to accelerate, amend, modify or terminate, or require payments under, or require the authorization, consent or approval from any third party pursuant to any agreement to which Seller is a party.  No consent, approval or authorization of any Governmental Authority or any other Person is required to be obtained by Seller in connection with Seller’s execution, delivery and performance of this Agreement or any other document, instrument or agreement to be executed and delivered by Seller in connection herewith.

                        (b)        The execution and delivery by Seller of this Agreement and any other document, instrument or agreement to be executed and delivered by Seller in connection herewith and the consummation by Seller of the transactions contemplated hereby and thereby will not (1) conflict with or violate the organizational documents of Seller, or (2) conflict with or violate any Laws applicable to Seller.

            Seller represents and warrants to Buyer that the following statements contained in this ARTICLE 4 are true and correct at and as of the date of this Agreement.

            4.1       Organization and Good Standing .   Company is a corporation organized, validly existing and in good standing under the laws of the State of Ohio.  Company has all requisite corporate power and authority to own and lease its assets and to operate its business as the same are now being owned, leased and operated.  Company is duly qualified or licensed to do business as a foreign corporation in, and is in good standing in, each jurisdiction in which the nature of its business or its ownership of its properties requires it to be so qualified or licensed, except where the failure to be so qualified or licensed would not reasonably be expected to have a Material Adverse Effect.  Schedule 4.1 sets forth a true and complete list of all jurisdictions in which Company is qualified or licensed to do business as a foreign corporation.  The execution, delivery and performance of this Agreement and each other agreement, instrument and document to be executed and delivered by or on behalf of Company and the

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consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Company.  Company has delivered or made available to Buyer a true, complete and correct copy of its Articles of Incorporation and Code of Regulations, each as currently in effect.  Each of the Articles of Incorporation and Code of Regulations of Company is in full force and effect, and Company is not in violation of any provision thereof.

            4.2       Capitalization .  Company has the authority to issue a total of Eight Hundred Fifty (850) common shares, without par value, of which a total of One Hundred (100) common shares are issued and outstanding (each, a “ Share ” and collectively, the “ Shares ”) and are owned of record by Seller.  All of the Shares have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with all applicable federal and state securities laws and any preemptive rights or rights of first refusal of any Person.  There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Company to issue, sell, or otherwise cause to become outstanding any of its capital stock.  Except as set forth on Schedule 4.2 , there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Company.  There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any shares of capital stock of Company, there does not exist nor is there outstanding any right or security granted or issued to any Person to cause Company to issue or sell any shares of capital stock of Company to any Person (including any warrant, stock option, convertible debt obligation, subscription for shares or securities convertible into shares of Company, or any other similar right, security, instrument or agreement), and there is no obligation, contingent or otherwise, of Company to (i) repurchase, redeem or otherwise acquire any share of the capital stock or other equity interests of Company, or (ii) provide funds to, or make any investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of, any other Person.

            4.3       Other Ventures .  Company does not own of record or beneficially any equity ownership interest in any other Person, nor is it a partner or member of any partnership, limited liability company or joint venture.

            4.4       Noncontravention .  Except as set forth in Schedule 4.4 , the execution, delivery and performance of this Agreement by Seller will not violate any applicable Law or any provision of the Articles of Incorporation or Code of Regulations of Company and will not result in a breach or violation of, or constitute a default under, or give rise to a right of any party to accelerate, modify or terminate, or require the authorization, consent or approval from any third party under, any Material Contract.

            4.5       Financial Statements .  Schedule 4.5 sets forth true and complete copies of (i) the stand-alone unaudited financial statements of the Company as of and for the fiscal years ended December 31, 2005, 2004 and 2003 (collectively, the “ Year-End Financial Statements ”), (ii) the unaudited balance sheet of the Company as of January 31, 2006 (the “ Acquisition Balance Sheet ”) and statements of income of the Company as of and for the one-month period ending January 31, 2006 (the financial statements in this clause (ii), collectively, the “Interim Financial Statements”).  The Year-End Financial Statements and the Interim Financial Statements present fairly, in all material respects, the financial position of the Company as of the dates indicated and the results of operations for the periods

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then ended, subject in each case to (a) normal year-end adjustments, and (b) the absence of disclosures normally made in footnotes.

            4.6       Absence of Certain Changes or Events .  Company has been operated only in the Ordinary Course of Business, and except as set forth in Schedule 4.6 , since January 1, 2005:

                        (a)        Other than circumstances affecting Company and its competitors generally, there has not occurred any event or circumstance that constitutes a Material Adverse Effect.

                        (b)        There has not been any material change in the tax reporting or accounting policies or practices of Company including practices with respect to the payment of accounts payable or the collection of accounts receivable and Company has not settled or compromised any material tax liability or made any material tax election.

                        (c)        The Company has not incurred any Indebtedness or assumed, guaranteed, or endorsed the indebtedness of any other Person, or canceled any debt owed to it or released any claim possessed by it, other than in the Ordinary Course of Business, except for any Indebtedness or claims that are reflected in the Year-End Financial Statements or the Interim Financial Statements, as the case may be.

                        (d)        The Company has not suffered any theft, damage, destruction or loss of or to any tangible asset or assets having a value in excess of Ten Thousand Dollars ($10,000) individually or Twenty-Five Thousand Dollars ($25,000) in the aggregate.

                        (e)        The Company has not made, granted, or committed to make or grant any bonus or any wage, salary or compensation increase to any director, officer, employee or consultant, other than salary increases and bonuses in the Ordinary Course of Business, or any increase of any benefit provided under any employee benefit plan or arrangement, and Company has not amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement.

                        (f)         Company has not declared or paid any dividend or made any other distribution of any kind to its equity holders on or in respect of, nor has Company repurchased, redeemed, retired or otherwise acquired any shares or any options, warrants or other rights to purchase shares or adjusted or reclassified its capital stock.

                        (g)        The Company has not sold, assigned, transferred or subjected to any Lien, or has committed to sell, assign, transfer or subject to any Lien, any tangible or intangible assets having a current book value in excess of Twenty-Five Thousand Dollars ($25,000), except for sales of inventory in the Ordinary Course of Business and except for Permitted Encumbrances.

                        (h)        The Company has not purchased or leased, or has committed to purchase or lease, any asset for an amount in excess of Fifty Thousand Dollars ($50,000), except purchases of inventory and supplies in the Ordinary Course of Business, consistent with past practice.

                        (i)         The Company has not made or authorized any capital expenditures or commitment for capital expenditures in an amount more than Fifty Thousand Dollars ($50,000) individually.

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                        (j)         The Company has not entered into any agreement, contract, or license (or series of related agreements, contracts, leases, and licenses) involving more than Twenty-Five Thousand Dollars ($25,000).

                        (k)        Neither Company nor Seller has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than Twenty-Five Thousand Dollars ($25,000) to which Company is a party or by which Company is bound.

                        (l)         The Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than Ten Thousand Dollars ($10,000).

                        (m)       There has been no change made or authorized in the articles of incorporation or code of regulations of Company.

                        (n)        The Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock.

                        (o)        Company has not made or pledged to make any charitable or other capital contribution.

                        (p)        The Company has not made any loans or advances of money.

                        (q)        The Company has not disclosed any Confidential Information other than to Buyer and its representatives or to third parties pursuant to confidentiality agreements executed in favor of the Company.

                        (r)        The Company has not committed any crimes or violated any criminal statutes or laws that are reasonably likely to result in fines having a Material Adverse Effect.

            4.7       Taxes .  At all times since Company’s organization, Company has satisfied the requirements under Section 1361(b)(3)(B) of the Code and has had in effect a valid election to be treated as a Qualified Subchapter S Subsidiary under the Code and under analogous relevant state and local income tax statues where available.  All Taxes owed by Company have been paid other than Taxes that are not yet due or which, if due, are not delinquent or are being contested in good faith by appropriate proceedings or have not been finally determined, and for which, in each case, adequate reserves have been established on the Acquisition Balance Sheet or in the books and records of Company.  All Tax Returns required to be filed by Company have been duly and timely filed and are true, correct and complete in all material respects.  Seller, at its sole expense, shall be responsible for timely meeting and completing all of Company’s tax return filing and payment obligations and requirements relating to Company’s operations up to the Closing Date.  Except as set forth on Schedule 4.7 , there are no Tax claims, audits or proceedings pending or, To Seller’s Knowledge, threatened against Company.  There are not currently in force any waivers or agreements binding upon Company for the extension of time for the assessment or payment of any Tax.  Except as set forth on Schedule 4.7 , Company is not a party to or bound by any Tax allocation or Tax sharing agreement with

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any other Person and has no contractual obligation to indemnify any other Person with respect to Taxes.

                        (a)        Company has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

                        (b)        Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

                        (c)        Company has not filed a consent under Code §341(f) concerning collapsible corporations.  Except as set forth on Schedule 4.7 , Company is not a party to any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of (i) any “excess parachute payment” within the meaning of Code §280G (or any corresponding provision of state, local or foreign Tax law) and (ii) any amount that will not be fully deductible as a result of Code §162(m) (or any corresponding provision of state, local or foreign Tax law).  Company has not been a United States real property holding corporation within the meaning of Code §897(c)(2) during the applicable period specified in Code §897(c)(1)(A)(ii).  Company has disclosed on their federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662.  Company is not a party to or bound by any Tax allocation or sharing agreement.  Company has not been a member of an Affiliated Group filing a consolidated federal income Tax Return or (B) has any Liability for the Taxes of any Person other than Company under Reg. §1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.

                        (d)        Company has not distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361.

            4.8       Employees .  Except as set forth in Schedule 4.8 , there are no pending or, to Seller’s Knowledge, since the date of the Acquisition Balance Sheet, threatened controversies, grievances or claims by any employee or former employee of Company with respect to his or her employment or any benefits incident thereto.

                        (a)        Company is not a party to any collective bargaining agreement or employee grievance procedure or dispute resolution mechanism nor, to Seller’s Knowledge, is there pending or underway any union organizational activities or proceedings with respect to employees of Company.

                        (b)        No labor organization or group of employees has filed any representation petition or made any written or oral demand for recognition.

                        (c)        Schedule 4.8(c) sets forth a complete list of all employees of Company who, for the 2005 calendar year, received total employment compensation of Fifty Thousand Dollars ($50,000) or more in respect of the twelve (12) month period then ended.

                        (d)        There is no labor strike, slowdown or stoppage pending or, to Seller’s Knowledge, threatened against Company.

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                        (e)        To Seller’s Knowledge, no executive or manager of Company: (1) has any present intention to terminate his or her employment, or (2) is a party to any confidentiality, non-competition, proprietary rights or other such agreement between such employee and any Person besides Company that would be materially adverse to the performance of such employee’s employment duties, or the ability of Company or Buyer to conduct the business of Company as it is presently conducted.

                        (f)         There is no workers compensation liability, experience or matter that could have a Material Adverse Effect.

                        (g)        There is no employment-related charge, complaint, grievance, investigation, inquiry or obligation of any kind, pending or threatened in any forum, relating to an alleged violation or breach by Company (or its officers or directors) of any law, regulation or contract.

                        (h)        Except as set forth in Schedule 4.8(h) : (1) there are no employment contracts or severance agreements with any employees of Company, and (2) there are no written personnel policies, rules or procedures applicable to employees of Company.

            4.9       Employee Benefit Plans and Other Compensation Arrangements .  Set forth on Schedule 4.9 is a list of all material employee benefit plans (as defined in Section 3(b) of ERISA), with respect to which Company, currently is the sponsor or obligated to make contributions under the plan terms (the “ Plans ”).  Except as set forth on Schedule 4.9 :

                        (a)        None of the Plans is a “multiemployer plan” (as defined in Title I or Title IV of ERISA) or a plan subject to Title IV of ERISA.

                        (b)        Each of the Plans that is intended to be tax-qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as to its qualification and is so qualified in all material respects, except that no representation is made with respect to any formal qualification requirement with respect to which the remedial amendment period under Section 401(b) of the Code has not yet expired.

                        (c)        All of the Plans have been operated in substantial compliance with their respective terms and all Laws, and all contributions required under the terms of the Plans or applicable Law have been timely made.

                        (d)        There are no pending or, to Seller’s Knowledge, threatened claims by or on behalf of any of the Plans, by any employee or beneficiary covered under any Plan or otherwise involving any Plan (other than routine claims for benefits).

                        (e)        No amounts payable under the Plans will fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code.

                        (f)         None of the Plans provide medical benefits to any retired Person, or any current employee of Company following such employee’s retirement or other termination of employment, except as required by applicable Law (including Section 4980B of the Code).

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                        (g)        The Company does not maintain any Plan under which it would be obligated to pay benefits solely because of the consummation of the transactions contemplated by this Agreement, disregarding any termination of employment that may occur on or after the Closing.

            4.10     Environmental Matters .  With respect to environmental matters pertaining to Company and to all businesses and assets of Company (including, without limitation, Company’s Real Properties, as more particularly described on Schedules 4.10(c) through 4.10(e) and 4.10(g) , Company and Seller make the following representations and warranties to Buyer as of the date of this Agreement:

                        (a)        Except as set forth in Schedule 4.10(a) , there are no Environmental Claims pending or, to Seller’s Knowledge, threatened against Company.  In addition, except as set forth in Schedule 4.10(a) , there are no Environmental Claims pending or to the Seller’s Knowledge threatened against any person or entity whose liability for any Environmental Claim, Company has or may have retained or assumed either contractually or by operation of law.  For the purposes of this Section 4.10(a), the term “Environmental Claim” shall mean any claim, action, cause of action, investigation or notice, written or verbal, by any person or entity alleging potential liability, including, without limitation, potential liability for investigation costs, reclamation costs, remedial action or corrective action costs, governmental response costs, natural resource damages, property damages, personal injuries, fines or penalties, arising out of, based on or resulting from (1) the presence, release or threatened release of any Hazardous Material at any location, whether or not owned or operated by Company, or (2) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law.

                        (b)        Except as set forth in Schedule 4.10(b) , there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the presence, release or threatened release of any Hazardous Materials which are reasonably likely to form the basis of any Environmental Claim against Company or against any person or entity whose liability for any Environmental Claim, Company has or may have retained or assumed either contractually or by operation of law.

                        (c)        Except as set forth in Schedule 4.10(c) , Company is and has been for the past five (5) years in compliance in all material respects with all applicable Environmental Laws (which compliance includes, but is not limited to, the possession by Company of all permits and other governmental authorizations required under applicable Environmental Laws, and material compliance with the terms and conditions thereof).  Except as set forth in Schedule 4.10(c) , Company has not received in the past five (5) years any written communication, whether from a Governmental Authority, citizens group, employee or otherwise, alleging that Company is not in compliance except where no Material Adverse Effect would result, and there are no past or present actions, activities, circumstances, conditions, events or incidents that may prevent or materially interfere with such compliance with any Environmental Law in the future by the Company operating its business as it is currently conducted.

                        (d)        Except as set forth in Schedule 4.10(d) , no action to respond to the presence, release or threatened release of any Hazardous Material is being conducted or planned at any of Company’s Real Properties or, to Seller’s Knowledge, at any properties formerly owned, leased or operated by Company.

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                        (e)        Without in any way limiting the generality of the foregoing, and except as set forth in Schedule 4.10(e) , (1) there are no onsite and offsite locations where Company has stored, treated, disposed of or arranged for the disposal of Hazardous Materials; (2) there are no underground storage tanks located on property owned by Seller or Company (the capacity and contents are shown for each such tank listed on Schedule 4.10(e) ; (3) there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by Company; and (4)  there are no polychlorinated biphanyls (PCBs) that have been or are being used, stored or treated at any property owned or operated by Company

                        (f)         Company has delivered or otherwise made available for inspection to Buyer true, complete and correct originals or copies and results of any reports, studies, analyses, tests, data, information or monitoring possessed or initiated by Company pertaining to Hazardous Materials in, on, beneath or adjacent to any property currently or formerly owned, operated or leased by Company, or regarding Company’s compliance with applicable Environmental Laws.

                        (g)        To Seller’s Knowledge, Schedule 4.10(g) discloses and references, by category and in summary form, but not necessarily in complete detail, any and all environmental problems, issues, incidents, actions, consent agreements, reopeners, claims and lawsuits not otherwise disclosed in this Section 4.10(g) that following the Closing would be likely to have a Material Adverse Impact upon Company or the businesses and assets of Company.  For the purposes of this Section 4.10, the term “Material Adverse Impact” shall mean any impact or effect that results in (1) the incurrence or imposition of new or additional civil or criminal liabilities; costs, fines or penalties in excess of twenty five thousand dollars ($25,000) or additional regulatory requirements, under any applicable Environmental Law.

            4.11     Permits; Compliance with Laws .  Except as set forth on Schedule 4.11 and except with respect to ERISA, Environmental Laws and Laws relating to Tax (all of which are separately and independently covered above), Company is in compliance in all material respects with all other applicable Laws (“ General Laws ”), and possesses all material licenses, permits, approvals, permanent certificates of occupancy, authorizations and certificates from any Governmental Authority that are required under applicable General Law with respect to the operation of its business as currently conducted (collectively, “ Permits ”).  Except as set forth on Schedule 4.11 , since December 31, 2005, Company has not received any written notice from any Person alleging any material noncompliance with any applicable General Law or Permit.  None of the Permits will lapse, terminate or expire or require any action otherwise not required thereby as a result of the performance of this Agreement by Seller, or the consummation of the transactions contemplated hereby.

Real Properties.

                        (a)        Schedule 4.12(a) sets forth the street address or parcel identification number of each parcel of real estate owned by Company (the “ Real Properties ”).  With respect to the Real Properties:

(1)        There are no pending or, to the Knowledge of Seller, threatened condemnation proceedings, suits, liens, lis pendens or administrative or judicial actions relating to any of the Real Properties.

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	(2)        All buildings, improvements and fixtures located on the Real Properties are in good repair and are safe for occupancy and use, in working order (reasonable wear and tear excepted) and adequate for the use of such Real Properties in the manner in which presently used.
	(3)        There are no outstanding options or rights of first refusal or limitations to purchase the owned parcels of Real Property, or, to the Knowledge of Seller, the leased parcels of Real Property or any portion thereof or interest therein.
	(4)        There are no outstanding leases of, or other rights to possession in third parties with respect to, the owned Real Properties, or any portion thereof or interest therein.
	(5)        The Seller has not subleased, assigned or otherwise transferred or encumbered its interests, or any portion thereof, pursuant to leases of the leased Real Properties.
	(6)        To the Knowledge of Seller, the Real Properties, and the use, operation, maintenance and management thereof, are not in violation of any restrictive covenant, agreement or permit applicable thereto, or of any building code, ordinance, statute, regulation or requirement of any Governmental Authority having jurisdiction thereof; and Company has received no notices regarding any such violation.
	(7)        The Company has not been notified in writing of possible future improvements by any public authority, any part of the cost of which would or might be assessed against the Real Properties, or of any contemplated future assessments of any kind.

                        (b)        Schedule 4.12(b) sets forth a true and complete list of all Leases for each Leased Real Property (including the date and name of the parties to each such Lease document).  Company has delivered or otherwise made available to Buyer a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth in Schedule 4.12(b) , with respect to each of the Leases:

	(1)        Such Lease is legal, valid, binding, enforceable and in full force and effect.
	(2)        The transactions contemplated by this Agreement do not require the consent of any other party to such Lease (except for those Leases for which Lease Consents (as hereinafter defined) are obtained), will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing.
	(3)        The Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and there are no disputes with respect to such Lease.
	(4)        Neither Company, nor to Seller’s Knowledge any other party to the Lease is in breach of or default under such Lease, and no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a

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	breach or default, or permit the termination, modification or acceleration of rent under such Lease.
	(5)        No security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full.
	(6)        The Company does not owe, nor to Seller’s Knowledge will it owe in the future, any brokerage commissions or finder’s fees with respect to such Lease.
	(7)        The other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in Company.
	(8)        The Company has not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (other than the landlord thereof) or any portion thereof.
	(9)        The Company has not collaterally assigned or granted any other Lien in such Lease or any interest therein.
	(10)      There are no Liens on the estate or interest created by such Lease.

                        (c)        Except as set forth in Schedule 4.12(a) , Company has good and marketable fee simple title to all of the Real Properties reflected on Schedule 4.12(a) as being owned by Company free and clear of all Liens and has valid leasehold interests in all of the Leased Real Properties reflected on Schedule 4.12(b) as being leased by Company free and clear of all Liens except, in each case, for (1) Permitted Encumbrances; (2) easements, covenants, rights-of-way, restrictions, conditions, encumbrances and other matters of record; (3) any conditions that may be shown by a current, accurate ALTA/ACSM survey or physical inspection of any such property; (4)(i) zoning, building and other similar laws, ordinances or restrictions, or (ii) unrecorded easements, covenants, rights-of-way or other similar restrictions.

                        (d)        The Owned Real Property identified in Schedule 4.12(a) and the Leased Real Property identified in Schedule 4.12(b) (collectively, the “Real Property”), comprise all of the real property used or intended to be used in, or otherwise related to Company’s business as it is currently conducted; and Company is not a party to any agreement or option to purchase any real property or interest therein.

                        (e)        All buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the Real Property (the “Improvements”) are in good condition and repair (reasonable wear and tear excepted) and sufficient for the operation of Company’s business as it is currently conducted.  To Seller’s Knowledge, there are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements that would,

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individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of Company’s business as currently conducted thereon.

                        (f)         There is no condemnation, expropriation or other proceeding in eminent domain, pending or to the Seller’s Knowledge threatened, affecting any parcel of Real Property or any portion thereof or interest therein.  There is no injunction, decree, order, writ or judgment outstanding, or any claim, litigation, administrative action or similar proceeding, pending or to Seller’s Knowledge threatened, relating to the ownership, lease, use or occupancy of the Real Property or any portion thereof, or the operation of Company’s business as currently conducted thereon.

                        (g)        The Real Property is in material compliance with all applicable building, zoning, subdivision, health and safety and other land use laws, including the Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Real Property, in effect as of the Closing Date (collectively, the “Real Property Laws”), and the current use and occupancy of the Real Property and operation of Company’s business thereon do not violate any Real Property Laws.  Company has not received any notice of violation of any Real Property Law and to Seller’s Knowledge there is no basis for the issuance of any such notice or the taking of any action for such violation.

                        (h)        Each parcel of Real Property has direct vehicular and pedestrian access to a public street adjoining the Real Property, or has vehicular and pedestrian access to a public street via an insurable, permanent, irrevocable and appurtenant easement benefitting such parcel of Real Property, and such access is not dependent on any land or other real property interest that is not included in the Real Property. None of the Improvements or any portion thereof is dependent for its access, use or operation on any land, building, improvement or other real property interest that is not included in the Real Property.

                        (i)         All water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or systems for the Real Property have been installed and are operational and sufficient for the operation of Company’s business as currently conducted thereon.  Each such utility service enters the Real Property from an adjoining public street or valid private easement in favor of the supplier of such utility service or appurtenant to such Real Property, and is not dependent for its access, use or operation on any land, building, improvement or other real property interest that is not included in the Real Property.

                        (j)         All certificates of occupancy, permits, licenses, franchises, approvals and authorizations (collectively, the “Real Property Permits”) of all Governmental Authorities, boards of fire underwriters, associations or any other entity having jurisdiction over the Real Property that are required or appropriate to use or occupy the Real Property or operate Company’s business as currently conducted thereon, have been issued and are in full force and effect.  Seller has delivered or made available to Buyer a true and complete copy of all Real Property Permits.  Company has not received any notice from any Governmental Authority or other entity having jurisdiction over the Real Property threatening a suspension, revocation, modification or cancellation of any Real Property Permit and to Seller’s Knowledge there is no basis for the issuance of any such notice or the taking of any such action. 

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                        (k)        The classification of each parcel of Real Property under applicable land use and zoning laws, ordinances and regulations permits the use and occupancy of such parcel and the operation of Company’s business as currently conducted thereon, and permits the Improvements located thereon as currently constructed, used and occupied.  There are sufficient parking spaces, loading docks and other facilities at such parcel to comply with such land use and zoning laws, ordinances and regulations.  Company’s use or occupancy of the Real Property or any portion thereof or the operation of Company’s business as currently conducted thereon is not dependent on a “permitted non-conforming use” or “permitted non-conforming structure” or similar variance, exemption or approval from any governmental authority.

                        (l)         The current use and occupancy of the Real Property and the operation of Company’s business as currently conducted thereon do not violate any easement, covenant, condition, restriction or similar provision in any instrument of record or, to Seller’s Knowledge, other unrecorded agreement affecting such Real Property (the “Encumbrance Documents”).  Neither Seller, nor Company have received any notice of violation of any Encumbrance Documents, and, to Seller’s Knowledge, there is no basis for the issuance of any such notice or the taking of any action for such violation.

                        (m)       None of the Improvements encroaches on any land that is not included in the Real Property or on any easement affecting such Real Property, or violates any building lines or set-back lines, and there are no encroachments onto the Real Property, or any portion thereof, that would materially interfere with the use or occupancy of such Real Property or the continued operation of Company’s business as currently conducted thereon.

                        (n)        Each parcel of Real Property is a separate lot for real estate tax and assessment purposes, and no other real property is included in such tax parcel.  There are no Taxes, assessments, fees, charges or similar costs or expenses imposed by any Governmental Authority, association or other entity having jurisdiction over the Real Property (collectively, the “Real Estate Impositions”) with respect to any Real Property or portion thereof that are delinquent.  The Title Commitments set forth all Real Estate Impositions that are due and payable with respect to such parcel.  There is no pending or, to Seller’s Knowledge, threatened increase or special assessment or reassessment of any Real Estate Impositions for such parcel.

                        (o)        To Seller’s Knowledge, none of the Real Property or any portion thereof is located in a flood hazard area (as defined by the Federal Emergency Management Agency).

            4.13     Personal Property .  Company owns each of the items of tangible personal property reflected on the Acquisition Balance Sheet or acquired thereafter (except for assets reflected thereon or acquired thereafter that have been disposed of in the Ordinary Course of Business, since the date of the Acquisition Balance Sheet), free and clear of all Liens, except for Liens identified or described on Schedule 4.13 , and except for Permitted Encumbrances.  The condition of the tangible personal property is sufficient, in all material respects, for the operation of the business as currently conducted by Company.  The items of tangible personal property reflected on the Acquisition Balance Sheet or acquired thereafter constitute all of the assets, tangible and intangible, of any nature whatsoever, used in or necessary to operate Company’s business in the manner presently operated by Company.

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            4.14     Accounts Receivable .  The accounts receivable reflected on the Acquisition Balance Sheet and accounts receivable arising after the date of the Acquisition Balance Sheet and reflected on the books and records of Company represent valid obligations arising from sales actually made.  Company has not received written notice of any contest, claim or right of setoff with respect to its accounts receivable, other than returns and discounts in the Ordinary Course of Business.

            4.15     Intellectual Property .  Schedule 4.15 sets forth a complete and correct list of all material registered Company Intellectual Property.  Schedule 4.15 sets forth all written material licenses for which Company is a party either as a licensee or licensor and any other material agreements under which Company grants or receives any rights to Intellectual Property, in each case specifically excluding licenses and agreements relating to shrink wrap software.  Except as set forth in Schedule 4.15 :

                        (a)        The Company owns and possesses all, right, title and interest in and to, or has a valid and enforceable right or license to use Company Intellectual Property as currently being used.

                        (b)        Except for the Permitted Encumbrances, Company Intellectual Property is not subject to any Liens and is not subject to any restrictions or limitations regarding use or disclosure other than pursuant to written license agreements applicable thereto.

                        (c)        To Seller’s Knowledge: (1) Company has not infringed, misappropriated or otherwise conflicted with, any Intellectual Property of any third party; (2) the conduct of the businesses as currently conducted by Company does not infringe upon any Intellectual Property owned or controlled by any third party; and (3) Company has not received any written notice regarding any of the foregoing (including, without limitation, any demands or offers to license any Intellectual Property from any third party).

                        (d)        To Seller’s Knowledge: (1) no third party has infringed, misappropriated or otherwise conflicted with any of Company Intellectual Property; (2) no such claims have been brought or threatened against any third party by Company; and (3) to Seller’s Knowledge, no facts exist that indicate a likelihood of any of the foregoing.

                        (e)        (1) all licenses listed on Schedule 4.15 are in full force and effect and, to Seller’s Knowledge, are enforceable in accordance with their respective terms, subject to the Enforceability Exceptions; (2) Company has performed all obligations required to be performed by it pursuant to the licenses and agreements listed on Schedule 4.15 ; and (3) there is no existing or, to Seller’s Knowledge, threatened default under or violation of any of the licenses or agreements listed on Schedule 4.15 by any other party thereto.

                        (f)         Company owns and possesses or has the right to use pursuant to a valid and enforceable written license, sublicense, agreement, or permission all Intellectual Property necessary for the operation of the business of Company as presently conducted.  Each item of Intellectual Property owned or used by Company immediately prior to the Closing will be owned or available for use by Company on identical terms and conditions immediately subsequent to the Closing.  Company has taken all necessary action to maintain and protect each item of Intellectual Property that it owns or uses.

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                        (g)        To Seller’s Knowledge, the owners of any of the Intellectual Property licensed to Company have taken all necessary and desirable actions to maintain and protect the Intellectual Property covered by such license.

            4.16     Contracts .  Schedule 4.16 lists all of the following written agreements to which Company is a party and which are currently in effect:

                        (a)        Contracts, other than purchase orders entered into in the Ordinary Course of Business, that involve commitments to make capital expenditures or that provide for the purchase of goods or services by Company from any one Person under which the undelivered balance of such goods or services has a purchase price in excess of Twenty-Five Thousand Dollars ($25,000).

                        (b)        Contracts, other than sales orders entered into in the Ordinary Course of Business, that provide for the sale of goods or services by Company and under which the undelivered balance of such goods or services has a sale price in excess of Twenty-Five Thousand Dollars ($25,000).

                        (c)        Contracts relating to the borrowing of money by Company, to the granting by Company of a Lien on any of its assets, or any guaranty by Company of any obligation in respect of borrowed money or otherwise.

                        (d)        Contracts with dealers, distributors or sales representatives.

                        (e)        Employment, confidentiality and non-competition agreements with any employee, officer, consultant or management advisor.

                        (f)         Contracts not otherwise disclosed herein that limit the freedom of Company to engage in any business or compete with any Person.

                        (g)        Contracts pursuant to which Company is a lessor or a lessee of any personal or real property, or holds or operates any tangible personal property owned by another Person, except for any such leases under which the aggregate annual rent or lease payments do not exceed Ten Thousand Dollars ($10,000).

                        (h)        Contracts or commitments for the purchase or sale of capital assets in excess of Twenty-Five Thousand Dollars ($25,000).

Company has made available to Buyer correct and complete copies of each contract required to be identified on Schedule 4.16 , including amendments thereto (collectively, the “ Material Contracts ”).  All of the Material Contracts are in full force and effect and, to Seller’s Knowledge, are enforceable in accordance with their respective terms, subject to the Enforceability Exceptions.  Except as set forth on Schedule 4.16 , Company has performed in all material respects all obligations required to be performed by it pursuant to such contracts, and there is no existing or, to Seller’s Knowledge, threatened default under or violation of any of such contracts by any other party thereto.

            4.17     Litigation .  Schedule 4.17 sets forth each instance in which Company:  (a) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge or (b) is a party or, to Seller’s Knowledge, is threatened to be made a party to any action, suit, proceeding, hearing, or investigation

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of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator.  None of the actions, suits, proceedings, hearings, claims and investigations set forth Schedule 4.17 would be likely to result in any Material Adverse Effect.  To Seller’s Knowledge, there is no basis for such action, suit, proceeding, hearing, or investigation.  Except as indicated on Schedule 4.17 , there are no actions, suits, arbitrations, proceedings, investigations or claims of any kind whatsoever, at law or in equity, pending or, to Seller’s Knowledge, since January 1, 2000, threatened in writing, against Company that involve more than Ten Thousand Dollars ($10,000) in claims or damages individually.

            4.18     Brokerage .  Except for fees or expenses identified on Schedule 4.18 , no Person is or will become entitled, by reason of any agreement or arrangement entered into or made by or on behalf of Company to receive any commission, brokerage, finder’s fee or other similar compensation in connection with the consummation of the transactions contemplated by this Agreement.

            4.19     Material Suppliers and Customers .  Except as set forth on Schedule 4.19 , no customer that accounted for more than ten percent (10%) of sales, and no supplier that accounted for more than ten percent (10%) of purchases in the fiscal year ended December 31, 2005, has delivered to Company any written notice that cancelled, materially modified, or otherwise terminated its relationship with the Company or materially decreased its services, supplies or materials to Company or its usage or purchase of the services or products of Company, nor has any such customer or supplier indicated its intention in writing to Company to do any of the foregoing.

            4.20     Insurance .  Schedule 4.20 contains an accurate and complete list of all insurance policies owned, held by or applicable to Company (or its assets or business).  With respect to each such insurance policy Company represents that: (1) the policy is legal, valid, binding, enforceable, and in full force and effect; (2) Company is not in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred that, with notice or the lapse of time, would constitute such a breach or default, or permit termination, modification, or acceleration, under the policy; and (3) no party to the policy has repudiated any provision thereof.  Schedule 4.20 describes any self-insurance arrangements affecting Company.

            4.21     No Other Representations and Warranties .  Seller has not made, and Seller shall not be deemed to have made, any representation or warranty other than as expressly made by Seller in this ARTICLE 4.  Without limiting the generality of the foregoing, and notwithstanding any representations and warranties made by Seller in this ARTICLE 4, Seller makes no representation or warranty with respect to (a) any projections, estimates or budgets delivered or made available to Buyer or its representatives at any time with respect to estimated tonnage for coal reserves, future revenues, expenses or expenditures or future results of operations, or (b) except as expressly covered by a representation and warranty contained in this ARTICLE 4, any other information or documents (financial or otherwise) made available to Buyer or its representatives before or after the date of this Agreement.

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            Buyer represents and warrants to Seller that the following statements contained in this ARTICLE 5 are true and correct at and as of the date of this Agreement.

            5.1       Organization; Authorization .  Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.  Buyer has all requisite power and authority to execute, deliver and perform this Agreement and each other agreement, instrument and document to be executed and delivered by or on behalf of Buyer in connection herewith.

            5.2       Execution and Delivery; Enforceability .   Prior to Closing, this Agreement  and each other document, instrument or agreement to be executed and delivered by Buyer in connection herewith will be duly executed and delivered by Buyer and constitutes, or will by Closing constitute, the legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, subject to the Enforceability Exceptions.

            5.3       Governmental Authorities; Consents .  Buyer is not required to submit any notice, report or other filing with any Governmental Authority in connection with Buyer’s execution, delivery or performance of this Agreement or any other document, instrument or agreement to be executed and delivered by Buyer in connection herewith, and such execution, delivery and performance will not violate any Law by which Buyer is bound.  No consent, approval or authorization of any Governmental Authority or any other Person is required to be obtained by Buyer in connection with Buyer’s execution, delivery and performance of this Agreement or any other document, instrument or agreement to be executed and delivered by Buyer in connection herewith or the consummation of the transactions contemplated hereby or thereby.

            5.4       Brokerage .  No Person is or will become entitled, by reason of any agreement or arrangement entered into or made by or on behalf of Buyer, to receive any commission, brokerage, finder’s fee or other similar compensation in connection with the consummation of the transactions contemplated by this Agreement.

            5.5       Investment Intent; Restricted Shares .  Buyer is acquiring the Shares solely for Buyer’s own account, for investment purposes only, and not with a view to, or with any present intention of, reselling or otherwise distributing the Shares or dividing its participation herein with others.  Buyer has sufficient experience in business, financial and investment matters to be able to evaluate the purchase of the Shares and to make an informed investment decision with respect to such purchase.  Buyer is an “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act.  Buyer has had such opportunity as it has deemed adequate to obtain from management of Company such information about the business of Company as is necessary to permit Buyer to evaluate the merits and risks of investment in Company.  Buyer understands and acknowledges that (a) none of the Shares have been registered or qualified under the 1933 Act, or under any securities Laws of any state of the United States or other jurisdiction, in reliance upon specific exemptions thereunder for transactions not involving any public offering; (b) all of the Shares constitute “restricted securities” as defined in Rule 144 under the 1933 Act; (c) none of the Shares are traded or tradable on any securities exchange or over-the-counter; and (d) none of the Shares may be sold, transferred or otherwise disposed of

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unless a registration statement under the 1933 Act with respect to such Shares and qualification in accordance with any applicable state securities Laws becomes effective or unless such registration and qualification is inapplicable, or an exemption therefrom is available.  Buyer will refrain from transferring or otherwise disposing of any of the Shares acquired hereunder or any interest therein in any manner that may cause Seller to be in violation of the 1933 Act or any applicable state securities Laws. 

            5.6       Buyer Capitalization; Stock Consideration Shares .  Buyer has the authority to issue (a) a total of Twenty Million (20,000,000) preferred shares, $.001 par value per share, of which none are issued and outstanding, and (b) a total of One Hundred Twenty Million (120,000,000) Buyer Common Shares, of which Seventy Eight Million Five Hundred Sixty Thousand Four Hundred Fifty Three (78,560,453)] Buyer Common Shares are issued and outstanding.  All of Buyer Common Shares have been duly authorized and validly issued, are fully paid