SUNAIR ELECTRONICS INC
STOCK PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>2
<FILENAME>g95791exv10w11.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.11


                            STOCK PURCHASE AGREEMENT

                                  by and among

                          THE SELLERS IDENTIFIED HEREIN

                                       and

                      SUNAIR SOUTHEAST PEST HOLDINGS, INC.





                            dated as of June 7, 2005





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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

1.       Definitions..........................................................1

2.       Basic Transaction....................................................7

3.       Representations and Warranties Relating to the Company...............9

4.       Representations and Warranties Relating to the Transactions.........23

5.       Representations and Warranties of the Buyer.........................25

6.       Pre-Closing Covenants...............................................26

7.       Post-Closing Covenants..............................................30

8.       Conditions to Obligation to Effect the Closing......................36

9.       Remedies for Breaches of this Agreement.............................38

10.      Termination.........................................................40

11.      Miscellaneous.......................................................41

12.      Seller's Representative.............................................44




                                      -i-
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                            STOCK PURCHASE AGREEMENT

         This Stock Purchase Agreement (this "AGREEMENT") is made as of June 7,
2005, by and between Sunair Southeast Pest Holdings, Inc., a Florida corporation
(the "BUYER") and the selling shareholders identified on SCHEDULE 1 hereto (the
"SELLERS" and each a "SELLER"). The Buyer and each of the Sellers are each
referred to in this Agreement as a "PARTY" and collectively as the "PARTIES."

                                    RECITALS

         The Sellers collectively own 100% of the issued and outstanding shares
of Class A voting common stock and Class B nonvoting common stock, par value
$1.00 (the "SHARES"), of Middleton Pest Control, Inc., a Florida corporation
(the "COMPANY") which is engaged in the pest control services and lawn care
services business (the "BUSINESS"). Each Seller desires to sell to the Buyer,
the number of Shares indicated opposite each such Seller's name on SCHEDULE 1
hereto and Buyer desires to purchase from Sellers all (but not less than all) of
the Shares upon the terms and subject to the conditions set forth in this
Agreement. As a result of the transactions contemplated hereby, the Buyer will
acquire all of the Shares, and the Sellers will receive the consideration
described in Section 2 of this Agreement.

                               TERMS OF AGREEMENT

         NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties
and covenants herein contained, the Parties agree as follows.

1. DEFINITIONS.

         "ADJUSTMENT AMOUNT" means the amount equal to the difference between
(x) the Base Net Worth and (y) the Closing Net Worth.

         "ADVISORS" means, with respect to any Person, such Person's directors,
officers, employees, accountants, lenders, agents, legal counsel, and financial,
regulatory, Tax and other advisors.

         "AFFILIATE" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

         "BANK DEBT" means the Indebtedness for Borrowed Money to Bank of
America, N.A. and any other Indebtedness for Borrowed Money reflected or
required to be reflected in Section 3(d)(iv) of the Disclosure Schedule.

         "BASE NET WORTH" means an amount equal to $ 2,350,000.

         "BUSINESS DAY" means any day that is not a Saturday, Sunday or banking
holiday in the State of Florida.




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<PAGE>

         "BUYER NOTE" means the Subordinated Promissory Note in the aggregate
original principal amount of $5,000,000 issued on the Closing Date by the Buyer
to Sellers,. The Buyer's Note shall be substantially in the form as attached
hereto as EXHIBIT A .

         "CHANGE OF CONTROL PAYMENTS" means any and all (i) bonuses or similar
payments payable by Company as a result of the transactions contemplated hereby,
(ii) investment banking and other fees payable by Company as a result of the
transactions contemplated hereby and (iii) amounts payable by Company to obtain
any consents or approvals (other than under the Hart-Scott-Rodino Act) required
to be listed on Section 3(a) of the Disclosure Schedule, including without
limitation, the payments described on EXHIBIT B.

         "CLOSING NET WORTH" means the amount by which the total assets of the
Company exceed the total liabilities of the Company, in each case as set forth
on the Closing Balance Sheet.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "CONFIDENTIAL INFORMATION" means any information concerning or relating
to a disclosing Party or its Affiliate or a disclosing Party's or its
Affiliate's financial condition, businesses, personnel, operations or prospects
in the possession of the receiving Party its Affiliates or its Advisors or
furnished or to be furnished to the receiving Party, its Affiliates or its
Advisors, including, without limitation, any Trade Secrets which should
reasonably be deemed confidential to the disclosing Party; provided that the
term "Confidential Information" does not include information which (i) becomes
generally available to the public other than as a result of a disclosure of such
information by the receiving Party, its Affiliates or its Advisors in violation
of this Agreement, (ii) was available to the receiving Party, its Affiliates or
its Advisors on a non-confidential basis prior to its disclosure by the
disclosing Party or its Advisors, or (iii) was or becomes available to the
receiving Party, its Affiliates or its Advisors on a non-confidential basis,
from a source other than disclosing Party or its Advisors, provided, that such
source is or was (at the time of receipt of the relevant information) not known
to the receiving Party to be bound by a confidentiality agreement with or for
the benefit of (or other confidentiality obligation to) the disclosing Party.

         "CONSISTENTLY APPLIED" means the consistent and historically utilized
application of accounting principles and policies, and methods to determine
estimates and judgments, utilized in the construct of the Company's Most Recent
Fiscal Year End Financial Statements.

         "EMPLOYEE PENSION BENEFIT PLAN" has the meaning set forth in ERISA
Section 3 (2).

         "EMPLOYEE WELFARE BENEFIT PLAN" has the meaning set forth in ERISA
Section 3 (l).

         "ENVIRONMENTAL REQUIREMENTS" means all statutes, regulations and
ordinances concerning pollution or protection of the environment that are
enacted on or prior to and in effect on the Closing Date.

         "EQUITY PERCENTAGE" means the percentage obtained by dividing (i) the
number of Shares owned by a Seller by (ii) the total number of Shares
outstanding.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.



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<PAGE>

         "ERISA AFFILIATE" means any trade or business, whether or not
incorporated, that together with the Company would be deemed a "single employer"
within the meaning of Section 4001 of ERISA.

         "GAAP" means United States generally accepted accounting principles in
effect at the time the relevant financial statements were (or are) prepared.

         "GROSS-UP AMOUNT" shall mean the amount so designated in the Allocation
Schedule, as further adjusted pursuant to Section 2(d), which represents the
additional consideration to be paid by the Buyer to the Sellers to account for
the increased tax liability that will be incurred by the Sellers as a result of
the Section 338(h)(10) Election over the tax liability that would have been
incurred by the Sellers if such election was not made and the Transaction
Consideration did not include the Gross-Up Amount (the intent of the parties
being that the net after tax cash and other consideration to be received by the
Sellers shall be the same with or without such election).

         "HART-SCOTT-RODINO ACT" means the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.

         "INCOME TAX" means any federal, state or local tax imposed on, or
measured by, net income.

         "INCOME TAX RETURN" means any return, declaration, report, claim for
refund or information return or statement relating to Income Taxes.

         "INDEBTEDNESS FOR BORROWED MONEY" means, with respect to any Person,
(a) indebtedness of such Person for borrowed money, (b) obligations of such
Person evidenced by notes, bonds, debentures or other similar instruments, (c)
obligations of such Person as lessee under leases required to be capitalized
pursuant to GAAP Consistently Applied, (d) obligations of such Person for
amounts drawn under acceptances, letters of credit or similar facilities, and
(e) guarantees and similar commitments relating to any of the foregoing items;
provided, however, notwithstanding the foregoing, Indebtedness For Borrowed
Money shall not include any purchase money indebtedness for goods purchased from
vendors or other trade payables.

         "INTELLECTUAL PROPERTY" means, with respect to the Company, all
patents, patent applications, patent disclosures and inventions; trademarks,
service marks, trade dress, logos, trade names, corporate names and Internet
domain names; copyrights and copyrightable works; information systems, databases
and software, websites; licenses, registrations, applications and renewals for
any of the foregoing; and Trade Secrets.

         "MATERIAL ADVERSE EFFECT" means either:

                  (i) a material adverse effect on (or material adverse change
         in) the assets, liabilities, business or the financial condition of the
         Company; or

                  (ii) any event, matter or circumstance which could reasonably
         be expected to result in a material adverse effect on (or material
         adverse change in) the assets, liabilities, business or financial
         condition of the Company, other than changes in the following: (A)
         general business or economic conditions, including such conditions
         related to the




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         Business or the Company; (B) regional, national or international
         political or economic conditions or financial markets; (C) any of the
         industries in which the Company operates; (D) applicable laws or
         regulations; (E) election results at the federal, state or local
         levels; (F) GAAP or statutory accounting principles; or (G) acts of
         terrorism or war (whether or not declared); or (H) any adverse change
         in or effect on the Business or Company that is cured, to the
         reasonable satisfaction of the Buyer, before the earlier of (1) the
         Closing Date and (2) the date on which this Agreement is terminated
         pursuant to Section 10 hereof.

         "MOST RECENT BALANCE SHEET" means the balance sheet contained within
the Most Recent Financial Statements.

         "MULTIEMPLOYER PLAN" has the meaning set forth in ERISA Section 3(37).

         "ORDINARY COURSE OF BUSINESS" means the ordinary course of business
consistent with past practices.

         "PARENT" means Sunair Electronics, Inc., a Florida corporation and
parent of Buyer.

         "PARENT COMMON STOCK" means shares of Parent's common stock, par value
$0.10 per share.

          "PERMITTED LIENS" means with respect to any assets other than the
Shares (i) mechanic's, materialmen's and similar liens with respect to amounts
not past due, (ii) liens for Income Taxes or other Taxes not yet due and payable
or for Income Taxes or other Taxes that the taxpayer is contesting in good faith
pursuant to proceedings disclosed on the Disclosure Schedule, (iii) purchase
money liens arising by operation of law (including liens on inventory and other
assets in favor of vendors of the Company), (iv) liens securing rental payments
under capital lease arrangements disclosed on the Disclosure Schedule and (v)
other liens disclosed on the Disclosure Schedule. Notwithstanding the foregoing,
Permitted Liens shall not include any Security Interest relating to the
Company's promissory note issued to Bank of America, N.A. in the principal
amount of $500,000 dated August 20, 2004.

         "PERSON" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).

         "RULE 144" means Rule 144 promulgated under the Securities Act by the
Securities and Exchange Commission.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

         "SECURITY INTEREST" means any mortgage, pledge, lien, encumbrance, or
other security interest, other than Permitted Liens.



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<PAGE>

         "SELLER TRANSACTION EXPENSES" means any and all legal, accounting,
consulting, investment advisory and other fees, costs and expenses of Sellers
relating to the transaction contemplated hereby.

         "SUBSIDIARY" means, with respect to any Person, any corporation,
association or other entity of which either such Person or any Subsidiary of
such Person (alone or together) owns or controls (either directly or indirectly
or through another Subsidiary) at least a majority of the issued share capital
or other ownership interest, in each case having ordinary voting power to elect
directors, managers or trustees of such corporation or other entity (whether or
not any capital stock or other ownership interests or any other class or classes
of capital stock or other ownership interests shall or might have voting power
upon the occurrence of any contingency).

         "TAXES" means any and all taxes of any kind (together with any and all
interest, penalties, additions to tax and additional amounts imposed with
respect thereto) imposed by any government or taxing authority.

         "TAX RETURN" means any return (including any information return),
report, statement, schedule, notice, form, or other document or information
filed with or submitted to, or required to be filed with or submitted to, any
government or taxing authority in connection with the determination, assessment,
collection or payment of any Tax or in connection with the administration,
implementation or enforcement of or compliance with any Tax law.

         "TRADE SECRETS" means technical or non-technical data, formulas,
patterns, compilations, programs, devices, business-related information,
methods, techniques, competitive information, drawings, processes, financial
data, personnel data, financial plans, product plans, or customer or supplier
lists, in each case which (i) are material to the Company and (ii) are or would
be reasonably expected to be not commonly known by or available to the public.

         OTHER DEFINITIONS. The following terms shall have the meanings
indicated in the corresponding Sections of this Agreement listed below:

        TERM                                                       SECTION
        ----                                                       -------
        Acquisition Proposal..................................     6(i)
        Agreement.............................................     Preamble
        Authorized Action.....................................     12(b)
        Average Closing Price.................................     2(b)(ii)
        Allocation Schedule...................................     Schedule 2
        Business..............................................     Preamble
        Buyer.................................................     Preamble
        Closing...............................................     2(e)
        Closing Balance Sheet.................................     2(c)(i)
        Closing Date..........................................     2(e)
        Company...............................................     Preamble
        Confidentiality Agreement.............................     6(e)
        Contract..............................................     3(m)
        Defense Notice........................................     9(b)(iii)
        Disclosure Schedule...................................     3




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        Disputed Adjustment Amount............................     2(c)(iii)
        Effectiveness Period..................................     7(g)(ii)
        Employee Benefit Plans................................     3(q)
        Employees.............................................     3(p)
        Employment Agreements.................................     8(a)(vii)
        Environment Assessment................................     6(g)
        Final Allocation Referral.............................     7(c)(iv)
        Final Allocation Schedule.............................     7(c)(iv)
        Financial Statements..................................     3(f)
        Indemnified Parties...................................     9(b)(iii)
        Indemnifying Parties..................................     9(b)(iii)
        Independent Auditors..................................     2(c)(iv)
        Leased Real Property..................................     3(k)
        Losses................................................     9(b)
        Major Suppliers.......................................     3(y)
        Most Recent Financial Statements......................     3(f)
        Most Recent Fiscal Month End..........................     3(f)
        Most Recent Fiscal Year End...........................     3(f)
        Notices...............................................     3(r)(ii)
        Party(ies)............................................     Preamble
        Permits...............................................     3(t)
        Proceedings...........................................     3(r)(ii)
        RPCP..................................................     6(e)
        Registration Statement................................     7(g)(i)
        Released Claims.......................................     7(e)
        Released Parties......................................     7(e)
        Releasors.............................................     7(e)
        Return Policies.......................................     3(u)
        Section 338(h)(10) Election...........................     7(c)
        Seller(s).............................................     Preamble
        Seller's Allocation Objection Period..................     7(c)(iv)
        Sellers' Representative...............................     12(a)
        Shares................................................     Preamble
        Third Party Claim.....................................     9(b)
        Transaction Consideration.............................     2(b)
        Transaction Documents.................................     12(a)


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2. BASIC TRANSACTION.

(a) PURCHASE AND SALE. At the Closing, upon the terms and subject to the
conditions of this Agreement, the Sellers shall sell, transfer and deliver to
the Buyer all of the Shares, free and clear of any and all Security Interests or
transfer, voting or other restrictions of any kind.

(b) CONSIDERATION. In full consideration of Buyer's purchase of the Shares, the
Buyer shall pay the following (collectively, the "TRANSACTION CONSIDERATION") on
the Closing Date:

                  (i) cash equal to the sum of Thirty Five Million Dollars
         ($35,000,000.00) plus the Gross-Up Amount (as reflected on the
         Allocation Schedule, attached hereto as SCHEDULE 2, and as determined
         by the parties based on the Most Recent Balance Sheet, subject to
         adjustment for the amount shown on the Final Allocation Schedule as
         provided in Section 2(d)) (such sum to be paid via wire transfer of
         immediately available funds to an account or accounts designated by the
         Sellers);

                  (ii) a number of shares of unregistered Parent Common Stock
         determined by dividing (x) $10,000,000 by (y) the average closing price
         of a share of Parent Common Stock as reported on the American Stock
         Exchange (the "AMEX") for the thirty (30) consecutive trading day
         period ending the second trading day immediately prior to the date of
         this Agreement, as reported (absent manifest error in the printing
         thereof) by the Wall Street Journal (the "Average Closing Price"); AND

                  (iii) the Buyer Note.

The Transaction Consideration shall be allocated among the Sellers pro rata in
accordance with the percentage set forth opposite the Sellers' names on SCHEDULE
2 (the "ALLOCATION SCHEDULE"). The Allocation Schedule shall contain a
calculation of the Gross-Up Amount.

(c) POST-CLOSING ADJUSTMENT AS RELATING TO CLOSING BALANCE SHEET

                  (i) On or before the 45th day following the Closing, the
         Sellers' Representative shall prepare and deliver to the Buyer (A) a
         balance sheet for the Company dated the Closing Date which shall be
         audited by Linder & Thornley, CPA, 501 E. Jackson Street, Suite 101,
         Orlando, Florida and the report of such firm (the "Closing Balance
         Sheet") and (B) a detailed calculation of the Adjustment Amount. The
         Closing Balance Sheet shall be prepared by the Sellers' Representative
         in accordance with the accounting methodologies historically used by
         the Company. The Closing Balance Sheet shall be accompanied by
         reasonably detailed schedules.

                  (ii) If the Base Net Worth exceeds the Closing Net Worth by
         more than $200,000, each Seller shall pay to the Buyer such Seller's
         Pro Rata Portion, as set forth on SCHEDULE 2 hereto, of the Adjustment
         Amount in excess of the $200,000. If the Closing Net Worth exceeds the
         Base Net Worth by more than $200,000, the Buyer shall pay to each
         Seller such Seller's Pro Rata Portion of the Adjustment Amount in
         excess of the $200,000.



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<PAGE>

                  (iii) The Buyer shall notify the Sellers in writing within
         thirty (30) calendar days after the Buyer's receipt of the Closing
         Balance Sheet and detailed calculation of the Adjustment Amount, of any
         disagreement with the calculation of the Adjustment Amount. The Buyer
         shall provide a reasonably detailed explanation of any disagreement
         with the calculation of the Adjustment Amount, and the aggregate dollar
         amount of any adjustments the Buyer wishes to propose to the Adjustment
         Amount (the "Disputed Adjustment Amount").

                  (iv) The Buyer and the Sellers shall use their best efforts
         for a period of thirty (30) calendar days after the Buyer's delivery of
         the notice described in Section 2(c)(iii) hereof (or such longer period
         as the Buyer and the Sellers shall mutually agree upon) to resolve any
         disagreements over the Disputed Adjustment Amount. If, at the end of
         such period, the Buyer and the Sellers are unable to resolve such
         disagreements, Madsen, Sapp Mena & Rodriguez & Co., 350 East Las Olas
         Blvd., Suite 1420, Ft. Lauderdale, Fl. (the "Independent Auditors")
         shall resolve any remaining disagreements (provided, however, the
         Independent Auditors shall employ the accounting methodologies
         historically used by the Company). The Buyer and the Sellers shall use
         their best efforts to cause Independent Auditors to make its
         determination within thirty (30) calendar days of appointment. The fees
         and expenses of Independent Auditors shall be borne by the Buyer and
         the Sellers equally.

                  (v) All payments of the Adjustment Amount shall be made first
         by reduction or increase (as applicable) in the principal amount of the
         Buyer Note, and then by wire transfer of immediately available funds to
         an account designated by the payee. Subject to Sections 2(c)(iii) and
         2(c)(iv), the Adjustment Amount shall be paid within five (5) Business
         Days of the final determination thereof.

(d) POST-CLOSING ADJUSTMENT RELATING TO FINAL ALLOCATION SCHEDULE. The Final
Allocation Schedule shall include a calculation of the Gross-Up Amount which
takes into account all adjustments. In the event that the Final Allocation
Schedule reflects a Gross-Up Amount which exceeds the Gross-Up Amount reflected
on the Allocation Schedule, the Buyer shall pay to the Sellers, within ten (10)
days after the Final Allocation Schedule becomes final and binding pursuant to
the provisions of Section 7(c)(iv), the excess of the Gross-Up Amount set forth
in the Final Allocation Schedule over the Gross-Up Amount set forth in the
Allocation Schedule. In the event that the Final Allocation Schedule reflects a
Gross-Up Amount which is less than the Gross-Up Amount reflected on the
Allocation Schedule, the Sellers shall pay to the Buyer within ten (10) days
after the Final Allocation Schedule becomes final and binding pursuant to the
provisions of Section 7(c)(iv) the excess of the Gross-Up Amount set forth in
the Allocation Schedule over the Gross-Up Amount contained in the Final
Allocation Schedule.

(e) THE CLOSING. Subject to the terms and conditions of this Agreement, the
consummation of the transactions contemplated by this Agreement (the "CLOSING")
shall take place at the offices of Akerman Senterfitt, in Miami on the third
business day following full satisfaction or due waiver of all of the closing
conditions set forth in Section 8 hereof (other than those to be satisfied at
the Closing) or at such other location or on such other date as is mutually
agreeable to the Buyer and the Sellers. The date of the Closing is herein
referred to as the "CLOSING DATE."



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<PAGE>

3. REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY. Each Seller, with
respect to himself, or itself only and not jointly with respect to any of the
other Sellers hereby represents and warrants to the Buyer that the statements
contained in this Section 3 are true and correct as of the date of this
Agreement, except as set forth in the disclosure schedule accompanying this
Agreement (the "DISCLOSURE SCHEDULE").

(a) NONCONTRAVENTION. Except as set forth in Section 3(a) of the Disclosure
Schedule, neither the execution and the delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, shall (i) violate any
statute, regulation, rule, injunction, judgment, order, decree, approval,
exemption, variance or ruling of any government, governmental agency or court to
which the Company is subject, or any provision of the Company's charter or
bylaws or (ii) conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to accelerate,
terminate, modify or cancel, or require any notice under any agreement,
contract, lease, license, permit or instrument to which the Company is a party
or by which the Company is bound or to which any of its assets are subject.
Except as set forth on Section 3(a) of the Disclosure Schedule and for
applicable requirements of the Hart-Scott-Rodino Act, the Company is not
required to give any notice to, make any filing with, or obtain any
authorization, consent or approval of any government or governmental agency or
third party in order for the Company and the Sellers to consummate the
transactions contemplated by this Agreement.

(b) CORPORATE STATUS. The Company is duly organized, validly existing and in
good standing under the laws of the State of Florida. The Company has full power
and authority to carry on the businesses in which it is engaged and to own and
use the properties owned and used by it. The Company is not legally qualified to
transact business as a foreign corporation in any jurisdiction, and the nature
of its properties and the conduct of its business does not require such
qualification. Except as set forth on Section 3(b) of the Disclosure Schedule,
the Company has fully complied with all of the requirements of any statute
governing the use and registration of fictitious names, and has the legal right
to use the names under which it operates its business in Florida. There is no
pending or threatened proceeding for the dissolution, liquidation, insolvency or
rehabilitation of the Company.

(c) TITLE TO AND CONDITION OF ASSETS. The Company has good and valid title to,
or a valid leasehold interest in, the tangible personal property that is
reflected on the Most Recent Balance Sheet and all tangible property acquired by
it since the date of the Most Recent Balance Sheet (except for property and
assets disposed of in the Ordinary Course of Business), free and clear of any
Security Interest except as set forth in Section 3(c)(i) of the Disclosure
Schedule and such assets constitute, in the aggregate, all of the assets and
properties necessary for the conduct of the Business of the Company in the
manner in which and to the extent to which the Business is currently being
conducted. The machinery and equipment used regularly in the conduct of the
business of the Company are in good operating condition and repair (subject to
normal wear and tear). Except for interests and rights in property pursuant to
any lease, license or other agreement described in Section 3(c)(ii) of the
Disclosure Schedule, there is no material tangible personal property owned by
any third party, which is used by the Company in the operation of its business.



                                       9
<PAGE>

(d) CAPITALIZATION. Section 3(d)(i) of the Disclosure Schedule sets forth for
the Company: (i) the number and class, if applicable, of all authorized shares
of capital stock and (ii) its directors and officers. Each Seller owns the
number of Shares set forth opposite such Seller's name on Section 3(d)(ii) of
the Disclosure Schedule, and no other securities of the Company; and there are
no other securities issued and outstanding of the Company. All of the issued and
outstanding equity interests of the Company have been duly authorized and are
validly issued, fully paid and non-assessable. There are no outstanding or
authorized options, warrants, purchase rights, subscription rights, conversion
rights, exchange rights or other contracts or commitments that could require the
Sellers to sell, transfer or otherwise dispose of any shares of capital stock of
the Company or that could require the Company to issue, sell or otherwise cause
to become outstanding any of its capital stock (other than this Agreement).
There are no outstanding stock appreciation, phantom stock or similar rights
with respect to any of the Company. Except as set forth in Section 3(d)(iii) of
the Disclosure Schedule, there are no voting trusts, proxies or other agreements
or understandings with respect to the voting shares of the Company. The Company
does not have any Subsidiaries, and the Company does not own any other capital
stock or other equity interest in any Person. Except (i) for the Bank Debt and
capitalized leases disclosed in Section 3(m) of the Disclosure Schedule, (ii) as
set forth in Section 3(d)(iv) of the Disclosure Schedule and (iii) as set forth
in the Most Recent Financial Statements, the Company does not have any
outstanding Indebtedness For Borrowed Money.

(e) SHAREHOLDERS OF THE COMPANY. Section 3(e) of the Disclosure Schedule sets
forth, with respect to the Company, the name, address and federal taxpayer
identification number of, and the number of outstanding shares of each class of
its capital stock owned of record and/or beneficially by, each shareholder of
the Company as of the close of business on the date of this Agreement. As of the
date hereof, the Sellers constitute all of the holders of all issued and
outstanding shares of capital stock of the Company, and each of the Sellers owns
such shares free and clear of all Liens, restrictions and claims of any kind.
Except as set forth on Section 3(e) of the Disclosure Schedule, from December
31, 2003 up to and including the Most Recent Balance Sheet date, the Company has
not made any distributions to its shareholders other than ordinary and customary
salaries, expense reimbursements and accrued bonuses paid. The Company has paid
in full all accumulated dividends on its capital stock that were payable as of
the date hereof.

(f) FINANCIAL STATEMENTS. The Sellers have attached hereto as Section 3(f) of
the Disclosure Schedule, the following financial statements (collectively the
"FINANCIAL STATEMENTS"): (i) the Company's consolidated audited balance sheet
and statements of income, shareholders' equity and cash flows as of and for the
three years ended December 31, 2004 (the "MOST RECENT FISCAL YEAR END") and (ii)
the Company's consolidated unaudited balance sheet and statements of income and
cash flows and all other relevant interim periods (collectively, the "MOST
RECENT FINANCIAL STATEMENTS") as of and for the period beginning April 1, 2005
and ended April, 30, 2005 the "MOST RECENT FISCAL MONTH END"). The Financial
Statements have been prepared in accordance with GAAP, Consistently Applied,
throughout the periods covered thereby and present fairly in all material
respects the financial condition of the Company and its assets and liabilities
as of such dates and the results of operations of the Company for such periods;
provided, that, the Most Recent Financial Statements are subject to normal
year-end audit adjustments (which in the aggregate are not material) and omit
footnotes and other presentation items which are required by GAAP. The books and
records of the Company fully and fairly



                                       10
<PAGE>

reflect in all material respects all of its transactions, properties, assets and
liabilities. Except as set forth in Section 3(g) of the Disclosure Schedule,
there are no extraordinary or material non-recurring items of income or expense
(subject to fluctuations in the ordinary course of business) during the periods
covered by the Financial Statements and the balance sheets included in the
Financial Statements do not reflect any write-up or revaluation increasing the
book value of any assets, except as specifically disclosed in the notes thereto.
The Financial Statements reflect all adjustments necessary for a fair
presentation of the financial information contained therein.

(g) ABSENCE OF CERTAIN DEVELOPMENTS. Except as otherwise contemplated by this
Agreement or as set forth in Section 3(g) of the Disclosure Schedule, since the
Most Recent Fiscal Year End, the Company has been operated in the Ordinary
Course of Business and has not:

                  (i) borrowed any material amount or incurred any material
         liabilities, except amounts borrowed or liabilities incurred in the
         Ordinary Course of Business or under contracts entered into in the
         Ordinary Course of Business (including the Company's credit facility
         with Bank of America, N.A.);

                  (ii) mortgaged, pledged or subjected to any Security Interest,
         any of their assets, except for Permitted Liens;

                  (iii) sold, assigned or transferred any material assets;

                  (iv) sold, assigned or transferred any Intellectual Property;

                  (v) suffered any material uninsured losses or waived any
         rights of material value;

                  (vi) made any capital expenditures or commitments therefor in
         excess of $10,000 individually or $25,000 in the aggregate or failed to
         make any material budgeted capital expense;

                  (vii) suffered any theft, damage, destruction or casualty loss
         to its property in excess of $5,000 not covered by insurance;

                  (viii) granted any increase in the compensation or benefits of
         any of their respective officers or employees except increases to
         hourly employees in the Ordinary Course of Business;

                  (ix) issued, sold or transferred any of its capital stock,
         securities convertible into its capital stock or warrants, options or
         other rights to acquire its capital stock, or any notes, bonds or debt
         securities;

                  (x) declared or paid any dividend or made any distribution on
         its capital stock (including tax distributions) or redeemed or
         purchased any of its capital stock other than in connection with
         payment on or before April 15, 2005 of tax liabilities of the Sellers
         arising from Company income and consistent with past practice;



                                       11
<PAGE>

                  (xi) reclassified, combined, split, subdivided or redeemed or
         otherwise repurchased any securities of the Company or created,
         authorized, issued, sold, delivered, pledged or encumbered any
         additional capital stock (whether authorized but unissued or held in
         treasury) or other securities convertible into or exchangeable for
         capital stock, or granted or otherwise issued any options, warrants or
         other rights with respect thereto;

                  (xii) acquired or agreed to acquire by merging or
         consolidating with, or by purchasing any portion of the capital stock,
         equity interests or assets of, or by any other manner, any business or
         any corporation, partnership, limited liability company, association or
         other business organization or division thereof;

                  (xiii) made any loan or any investment in or capital
         contribution to, or extended any credit to, any Person, except (i)
         short-term investments pursuant to customary cash management policies,
         (ii) advances to customers in the Ordinary Course of Business as set
         forth in Section 3(h)(xviii) of the Disclosure Schedule, or (iii)
         advances made in the Ordinary Course of Business to employees or
         independent contractors;

                  (xiv) made any change in any accounting methods or Tax
         elections, written up or written down any inventory (except in the
         Ordinary Course of Business), or increased or decreased any accounting
         reserves;

                  (xv) entered into, amended or terminated any Contract that
         would be required to be listed on Section 3(m) of the Disclosure
         Schedule; or

                  (xvi) experienced customer warranty claims materially greater
         than that experienced in comparable prior periods.

(h) UNDISCLOSED LIABILITIES. The Company does not have any liabilities or
obligations, whether accrued, absolute, contingent or otherwise, except (i) to
the extent reflected or taken into account in the Most Recent Balance Sheet and
not heretofore paid or discharged, (ii) liabilities incurred in the Ordinary
Course of Business consistent with past practice since the date of the Most
Recent Balance Sheet (none of which relates to breach of contract, breach of
warranty, tort, infringement or violation of law, or which arose out of any
action, suit, claim, governmental investigation or arbitration proceeding),
(iii) normal accruals, reclassifications, and audit adjustments which would be
reflected on an audited financial statement and which would not be material in
the aggregate, and (iv) liabilities incurred in the Ordinary Course of Business
prior to the date of the Most Recent Balance Sheet which, in accordance with
GAAP consistently applied, were not recorded thereon and (v) other liabilities
set forth on Section 3(h) of the Disclosure Schedule.

(i) LEGAL COMPLIANCE. Except as set forth on Section 3(i) of the Disclosure
Schedule, the Company is in compliance with all statutes, laws, ordinances,
rules, orders and regulations of federal, state and local governments applicable
to it, its business and operations (as conducted by it now and, to the extent
then required, in the past), its assets, the Leased Real Property and any other
properties and assets (in each case owned or used by it now or in the past).
Except as set forth on Section 3(i) of the Disclosure Schedule, since January 1,
2004, the Company has not



                                       12
<PAGE>

received any written communication from any governmental authority that alleges
that the Company is not in compliance with any federal, state or local laws,
rules or regulations.

(j) TAX MATTERS.

                  (i) The Company has filed all Tax Returns required to be filed
         by it (taking into account timely filed extensions) and has paid all
         Taxes shown as due on such Tax Returns. All such Tax Returns are true
         and correct in all material respects.

                  (ii) No Tax Return of the Company is under audit or
         examination by any taxing authority, and no written notice of such an
         audit or examination has been received by the Company. All Taxes
         incurred by the Company for periods ending on or prior to the Closing
         Date have been, or prior to the Closing Date will be, paid or properly
         accrued for, in accordance with GAAP Consistently Applied, on the Most
         Recent Financial Statements. The 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.

                  (iii) The 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.

                  (iv) Since March 3, 1997, the Company has not been a member of
         an affiliated group filing a consolidated federal Income Tax Return.
         Except as set forth on Section 3(j)(iv) of the Disclosure Schedule, the
         Company does not have any liability for Taxes of any Person under
         Treasury Regulations Section 1.1502-6 (or any similar provision of
         state, local or foreign law), as a transferee or successor, by
         contract, or otherwise.

                  (v) Since March 3, 1997, the Company has had in effect and
         maintained a valid election pursuant to Section 1362 of the Code to be
         subject to taxation under Subchapter S of the Code and has filed all
         federal, state and local Income Tax Returns in a manner consistent with
         its status as an S corporation. The Company has not, in the past ten
         years: (i) acquired assets from another corporation in a transaction in
         which the Company's Tax basis for the acquired assets was determined,
         in whole or in part, by reference to the Tax basis of the acquired
         assets in the hands of the transferor, or (ii) acquired the stock of
         any corporation which is a "qualified subchapter S subsidiary" within
         the meaning of Section 1361(b)(3) of the Code.

(k) REAL PROPERTY. The Company does not own any real property or except as set
forth in Section 3(k) of the Disclosure Schedule, has ever owned any real
property. Section 3(k) of the Disclosure Schedule sets forth the address of each
parcel of real property leased by the Company ("LEASED REAL PROPERTY"), and a
list of all leases for such Leased Real Property. A copy of each such lease has
been made available to Buyer. Except as set forth on Section 3(k) of the
Disclosure Schedule, with respect to each of the Leased Real Property leases:

                           A. neither the Company nor, to such Seller's
                  knowledge, any other party to such lease is in material breach
                  or default under such lease;



                                       13
<PAGE>

                           B. the Company has not subleased, licensed or
                  otherwise granted any Person the right to use or occupy such
                  Leased Real Property or any portion thereof; and

                           C. the Company has not collaterally assigned or
                  granted any other Security Interest in such lease or any
                  interest therein other than to its secured lenders.

(l) INTELLECTUAL PROPERTY. Section 3(l)(i) of the Disclosure Schedule
identifies: (A) each patent or registration that has been issued to the Company
with respect to any of the Intellectual Property; (B) each pending patent
application or application for registration which the Company has made with
respect to any of the Intellectual Property; (C) each material license or
agreement, that the Company has granted to any third party with respect to any
of the Intellectual Property; and (D) each material trade name, registered
trademark, and service mark owned by the Company. Copies of all such patents,
registrations, applications, licenses and agreements (as amended to date) have
been made available to Buyer. Except as set forth on Section 3(l)(ii) of the
Disclosure Schedule, with respect to each item of Intellectual Property required
to be identified in Section 3(l)(i) of the Disclosure Schedule: (A) the item is
not subject to any outstanding injunction, judgment, order, decree or ruling
prohibiting the Company's use thereof; and (B) no action, suit or proceeding is
pending which challenges the legality, validity, enforceability, use, or
ownership of the item. Section 3(l)(iii) of the Disclosure Schedule identifies
each item of Intellectual Property that any third party owns and that the
Company uses pursuant to a written license or agreement. Copies of all such
material licenses and agreements (as amended to date) have been made available
to Buyer. With respect to each such item of Intellectual Property required to be
identified in Section 3(l)(i) of the Disclosure Schedule: (A) the license or
agreement covering the item is legal, valid, binding, enforceable against the
Company, and in full force and effect except where the failure to be would not
have a Material Adverse Effect; and (B) the Company is not in breach or default
of the license or agreement; and (C) the Company has not granted any sublicense
or similar right with respect to the license or agreement. The Intellectual
Property owned by the Company and the business methods and operations of the
Company as in effect prior to Closing do not violate, breach or infringe the
patent, trademark, copyright or other intellectual property rights of any other
Person.

(m) CONTRACTS. Section 3(m) of the Disclosure Schedule lists the following
agreements ("Contracts") to which the Company is a party:

                  (i) any agreement for the lease of personal property to or
         from any Person providing for lease payments in excess of $5,000 per
         annum and all Leased Real Property leases;

                  (ii) any agreement creating a partnership or joint venture;

                  (iii) any agreement under which it has created, incurred,
         assumed or guaranteed any Indebtedness For Borrowed Money, including
         any capitalized lease obligation or under which it has created a
         Security Interest on any of its assets;



                                       14
<PAGE>

                  (iv) any agreement with any officer or director of the Company
         or any Seller (or any Affiliate thereof);

                  (v) any employment agreement with respect to which any
         individual is expected to receive a base salary for the calendar year
         2004 or thereafter in excess of $50,000 or which can not be terminated
         without payment of severance or similar amounts;

                  (vi) any employment agreement or consulting agreement which
         contains a non-compete;

                  (vii) any agreement with any Major Customer or Major Supplier
         and any other customer distribution and service agreements that are
         expected to represent in excess of $50,000 of the Company's revenues or
         expenses for fiscal year 2004 or thereafter; and

                  (viii) any other agreement the performance of the executory
         portion of which involves consideration or benefits of in excess of
         $10,000 or which is otherwise material to the Company.

A copy of each written agreement required to be listed in Section 3(m) of the
Disclosure Schedule (and all amendments and modifications thereto) has been made
available to Buyer (as well as written descriptions of each oral agreement).
With respect to each such agreement: (A) the agreement is legal, valid, binding,
enforceable and in full force and effect; (B) the Company is not, and, to such
Seller's knowledge, the other party is not, in material breach or default, and
no event has occurred which with notice or lapse of time would constitute a
material breach or default, or permit termination, material modification, or
acceleration, under the agreement; (C) no party has repudiated in writing any
material provision of the agreement and (D) no amendment or waiver has been made
since December 31, 2003 and no amendment or waiver is currently being proposed
by the Company or to the other party thereto.

(n) INSURANCE. Section 3(n) of the Disclosure Schedule sets forth the following
information with respect to each material insurance policy (including policies
providing property, casualty, liability, and workers' compensation coverage and
bond and surety arrangements) with respect to which the Company is a party:

                  (vi) the name, address, and telephone number of the agent;

                  (vii) the name of the insurer;

                  (viii) the policy number and the period of coverage (and
         copies of such policies and all amendments and riders thereto have been
         made available to the Buyer);

                  (ix) the scope and amount of coverage; and

                  (x) a description of any retroactive premium adjustments or
         other material loss-sharing arrangements.



                                       15
<PAGE>

With respect to each such insurance policy: (A) the policy is legal, valid,
binding, enforceable, and in full force and effect in all material respects; (B)
neither the Company nor, to such Seller's knowledge, any other party to the
policy is in material breach or default (including with respect to the payment
of premiums or the giving of notices), and, to such Seller's knowledge, no event
has occurred that, with notice or the lapse of time, would constitute such a
material breach or default, or permit termination, modification, or
acceleration, under the policy; (C) no party to the policy has repudiated any
material provision thereof; and (D) Section 3 (n) of the Disclosure Schedule
contains a detailed description of each pending claim under any such insurance
policies for an amount in excess of $5,000 that relates to loss or damage to the
properties, assets or Business of the Company. The Company has not failed to
give, in a timely manner, any notice required under any such insurance policies
to preserve its rights thereunder.

(o) LITIGATION. Section 3(o) of the Disclosure Schedule sets forth each instance
in which the Company (i) is subject to any outstanding injunction, judgment,
order, decree or ruling or (ii) is a party or, to the knowledge of the Company,
has been threatened to be made a party, to any action, suit, proceeding hearing
or investigation of, in or before any court or quasi-judicial or administrative
agency of any federal, state, local or foreign jurisdiction or before any
arbitrator.

(p) EMPLOYEES. Section 3 (p) of the Disclosure Schedule sets forth the name,
address, social security number and current rate of compensation of the
employees of the Company ("Employees"). Except as set forth in Schedule 3(p) of
the Disclosure Schedule, there is no accrued and unpaid vacation pay for any
employee. The Company is not a party to or bound by any collective bargaining
agreement or any other agreement with a labor union, and, to such Seller's
knowledge, there has been no effort by any labor union during the 24 months
prior to the date hereof to organize any employees of the Company into one or
more collective bargaining units. There is no pending or, to such Seller's
knowledge, threatened labor dispute, strike or work stoppage which affects or
which may affect the business of the Company or which may interfere with its
continued operations. Neither the Company nor any agent, representative or
employee thereof has within the last 24 months committed any unfair labor
practice as defined in the National Labor Relations Act, as amended, and there
is no pending or, to such Seller's knowledge, threatened charge or complaint
against the Company by or with the National Labor Relations Board or any
representative thereof. There has been no strike, walkout or work stoppage or
threat of union activity involving any of the employees of the Company during
the 24 months prior to the date hereof. Such Seller is not aware that any
executive or key employee or group of employees has any plans to terminate his,
her or their employment with the Company as a result of the transactions
contemplated hereby or otherwise. Except as set forth in Section 3(p) of the
Disclosure Schedule, the Company has complied in all material respects with
applicable laws, rules and regulations relating to employment, civil rights and
equal employment opportunities, including but not limited to, the Civil Rights
Act of 1964, the Fair Labor Standards Act, and the Americans with Disabilities
Act, as amended

(q) EMPLOYEE BENEFITS. Section 3(q) of the Disclosure Schedule sets forth all of
the current Employee Pension Benefit Plans, Employee Welfare Benefit Plans and
all other employee benefits, fringe benefit plans and programs maintained or
contributed to by the Company, or any ERISA Affiliate with respect to current or
former employees of the Company (the "EMPLOYEE BENEFIT PLANS").



                                       16
<PAGE>

                  (i) With respect to each Employee Benefit Plan:

                           A. each such Employee Benefit Plan complies in form
                  and in operation in all material respects with the applicable
                  requirements of ERISA, the Code and other applicable laws, and
                  has been operated in accordance with its terms;

                           B. all contributions which are due have been paid to
                  each such Employee Benefit Plan which is an Employee Pension
                  Benefit Plan or accrued on the Financial Statements, and there
                  are no accumulated funding deficiencies with respect to any
                  such Employee Pension Benefit Plan;

                           C. each such Employee Benefit Plan which is an
                  Employee Pension Benefit Plan intended to so qualify under
                  Section 401(a) of the Code so qualifies and has received a
                  favorable determination letter from the IRS as to its
                  qualification under Section 401(a) of the Code;

                           D. copies of the plan documents and summary plan
                  descriptions, the most recent determination letter received
                  from the IRS, the most recent Form 5500 Annual Report and all
                  accompanying schedules, the most recent actuarial valuation
                  (if any), and all related trust agreements, insurance
                  contracts and other funding arrangements which implement each
                  such Employee Benefit Plan have been made available to Buyer;

                           E. no such Employee Benefit Plan which is an Employee
                  Pension Benefit Plan has been completely or partially
                  terminated; and

                           F. no action, suit, proceeding, hearing or
                  investigation with respect to the administration or the
                  investment of assets of any such Employee Benefit Plan (other
                  than routine claims for benefits) is pending or, to the
                  Knowledge of the Sellers, threatened in writing.

                  (ii) The Company does not contribute to any Multiemployer
         Plan.

(r) ENVIRONMENTAL MATTERS.

                  (i) The Company (as defined below) is and has at all times
         been in compliance in all material respects with all Environmental Laws
         (as defined below) governing its business, operations, properties and
         assets, including, without limitation: (i) all requirements relating to
         the Discharge (as defined below) and Handling (as defined below) of
         Hazardous Substances (as defined below); (ii) all requirements relating
         to notice, record keeping and reporting; (iii) all requirements
         relating to obtaining and maintaining Licenses (as defined below) for
         the ownership of its properties and assets and the operation of its
         business as presently conducted, including Licenses relating to the
         Handling and Discharge of Hazardous Substances; and (iv) all applicable
         writs, orders, judgments, injunctions, governmental communications,
         decrees, informational requests or demands issued pursuant to, or
         arising under, any Environmental Laws.



                                       17
<PAGE>

                  (ii) There are no (and there is no basis for any)
         non-compliance orders, warning letters, notices of violation
         (collectively "Notices"), claims, suits, actions, judgments, penalties,
         fines, or administrative or judicial investigations or proceedings
         (collectively "Proceedings") pending or threatened against or involving
         the Company, or its business, operations, properties or assets, issued
         by any Governmental Authority or third party with respect to any
         Environmental Laws or Licenses issued to the Company thereunder in
         connection with, related to or arising out of the ownership by the
         Company of its properties or assets or the operation of its business,
         which have not been resolved to the satisfaction of the issuing
         Governmental Authority or third party in a manner that would not impose
         any material obligation, burden or continuing material liability on the
         Company in the event that the transactions contemplated by this
         Agreement are consummated, or which could have a Material Adverse
         Effect on the Company, including, without limitation: (i) Notices or
         Proceedings related to the Company being a potentially responsible
         party for a federal or state environmental cleanup site or for
         corrective action under any applicable Environmental Laws; (ii) Notices
         or Proceedings relating to the Company being responsible to undertake
         any response or remedial actions or clean-up actions of any kind; or
         (iii) Notices or Proceedings related to the Company being liable under
         any Environmental Laws for personal injury, property damage, natural
         resource damage, or clean up obligations.

                  (iii) The Company has not Handled or Discharged, nor has it
         allowed or arranged for any third party to Handle or Discharge,
         Hazardous Substances to, at or upon: (i) any location other than a site
         lawfully permitted to receive such Hazardous Substances; (ii) any real
         property currently or previously owned or leased by the Company (other
         than in the ordinary course of business in compliance in all material
         respects with applicable Environmental Laws); or (iii) any site which,
         pursuant to any Environmental Laws, (x) has been placed on the National
         Priorities List or its state equivalent, or (y) the Environmental
         Protection Agency or the relevant state agency or other Governmental
         Authority has notified the Company that such Governmental Authority has
         proposed or is proposing to place on the National Priorities List or
         its state equivalent. There has not occurred, nor is there presently
         occurring, a Discharge, or threatened Discharge, of any Hazardous
         Substance on, into or beneath the surface of, or adjacent to, any real
         property currently or previously owned or leased by the Company in an
         amount requiring a notice or report to be made to a Governmental
         Authority or in violation of any applicable Environmental Laws.

                  (iv) Section 3(r) of the Disclosure Schedule identifies the
         operations and activities, and locations thereof, which have been
         conducted or are being conducted by the Company on any real property
         currently or previously owned or leased by the Company which have
         involved the Handling or Discharge of Hazardous Substances.

                  (v) The Company does not use, nor has it used, any Aboveground
         Storage Tanks (as defined below) or Underground Storage Tanks (as
         defined below), and there are not now nor have there ever been any
         Underground Storage Tanks beneath any real property currently or
         previously owned or leased by the Company that are required to be
         registered under applicable Environmental Laws.



                                       18
<PAGE>

                  (vi) Section 3(r) of the Disclosure Schedule identifies (i)
         all environmental audits, assessments or occupational health studies
         undertaken by the Company or its agents or undertaken by any
         Governmental Authority, or any third party, relating to or affecting
         the Company or any real property currently or previously owned or
         leased by the Company; (ii) the results of any ground, water, soil, air
         or asbestos monitoring undertaken by the Company or its agents or
         undertaken by any Governmental Authority or any third party, relating
         to or affecting the Company or any real property currently or
         previously owned or leased by the Company which indicate the presence
         of Hazardous Substances at levels requiring a notice or report to be
         made to a Governmental Authority or in violation of any applicable
         Environmental Laws; (iii) all material written communications between
         the Company and any Governmental Authority arising under or related to
         Environmental Laws; and (iv) all outstanding citations issued under
         OSHA, or similar state or local statutes, laws, ordinances, codes,
         rules, regulations, orders, rulings, or decrees, relating to or
         affecting either the Company or any real property currently or
         previously owned or leased by the Company.

                  (vii) For purposes of this Section 3(r), the following terms
         shall have the meanings ascribed to them below:

         "Aboveground Storage Tank" shall have the meaning ascribed to such term
in Section 6901 ET SEQ., as amended, of RCRA (as defined in this clause (vii)),
or any applicable state or local statute, law, ordinance, code, rule,
regulation, order ruling, or decree governing Aboveground Storage Tanks.

         "Company" means the Middleton Pest Control, Inc.

         "Discharge" means any manner of spilling, leaking, dumping,
discharging, releasing or emitting, as any of such terms may further be defined
in any Environmental Law, into any medium including, without limitation, ground
water, surface water, soil or air.

         "Environmental Laws" means all federal, state, regional or local
statutes, laws, rules, regulations, codes, orders, plans, injunctions, decrees,
rulings, and changes or ordinances or judicial or administrative interpretations
thereof, or similar laws of foreign jurisdictions where the Company conducts
business, currently in existence any of which govern or relate to pollution,
protection of the environment, public health and safety, air emissions, water
discharges, hazardous or toxic substances, solid or hazardous waste or
occupational health and safety, as any of these terms are or may be defined in
such statutes, laws, rules, regulations, codes, orders, plans, injunctions,
decrees, rulings and changes or ordinances, or judicial or administrative
interpretations thereof, including, without limitation: the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended by
the Superfund Amendment and Reauthorization Act of 1986, 42 U.S.C. Section 9601,
ET SEQ. (collectively "CERCLA"); the Solid Waste Disposal Act, as amended by the
Resource Conservation and Recovery Act of 1976 and subsequent Hazardous and
Solid Waste Amendments of 1984, 42 U.S.C. Section 6901 ET SEQ. (collectively
"RCRA"); the Hazardous Materials Transportation Act, as amended, 49 U.S.C.
Section 1801, ET SEQ.; the Clean Water Act, as amended, 33 U.S.C. Section 1311,
ET SEQ.; the Clean Air Act, as amended (42 U.S.C. Section 7401-7642); the Toxic
Substances Control Act, as amended, 15 U.S.C. Section 2601 ET seq.; the Federal
Insecticide, Fungicide, and Rodenticide Act as



                                       19
<PAGE>

amended, 7 U.S.C. Section 136-136y ("FIFRA"); the Emergency Planning and
Community Right-to-Know Act of 1986 as amended, 42 U.S.C. Section 11001, ET SEQ.
(Title III of SARA) ("EPCRA"); the Occupational Safety and Health Act of 1970,
as amended, 29 U.S.C. Section 651, ET seq. ("OSHA").

         "Handle" means any manner of generating, accumulating, storing,
treating, disposing of, transporting, transferring, labeling, handling,
manufacturing or using, as any of such terms may further be defined in any
Environmental Law, of any Hazardous Substances or Waste.

         "Hazardous Substances" shall be construed broadly to include any toxic
or hazardous substance, material, or waste, and any other contaminant, pollutant
or constituent thereof, whether liquid, solid, semi-solid, sludge and/or
gaseous, including without limitation, chemicals, compounds, by-products,
pesticides, asbestos containing materials, petroleum or petroleum products, and
polychlorinated biphenyls, the presence of which requires investigation or
remediation under any Environmental Laws or which are or become regulated,
listed or controlled by, under or pursuant to any Environmental Laws, including,
without limitation, RCRA, CERCLA, the Hazardous Materials Transportation Act,
the Toxic Substances Control Act, the Clean Air Act, the Clean Water Act, FIFRA,
EPCRA and OSHA, or any similar state statute, or any future amendments to, or
regulations implementing such statutes, laws, ordinances, codes, rules,
regulations, orders, rulings, or decrees, or which has been or shall be
determined or interpreted at any time by any Governmental Authority to be a
hazardous or toxic substance regulated under any other statute, law, regulation,
code, rule, order, or decree.

         "Licenses" means all licenses, certificates, permits, approvals, and
restrictions.

         "Underground Storage Tank" shall have the meaning ascribed to such term
in Section 6901 ET SEQ., as amended, of RCRA, or any applicable state or local
statute, law, ordinance, code, rule, regulation, order ruling, or decree
governing Underground Storage Tanks.

         "Waste" shall be construed broadly to include agricultural wastes,
biomedical wastes, biological wastes, bulky wastes, construction and demolition
debris, garbage, household wastes, industrial solid wastes, liquid wastes,
recyclable materials, sludge solid wastes, special wastes, used oils, white
goods, and yard trash as those are defined under any other statute, law,
regulation, order, code, rule or decree.

(s) CERTAIN BUSINESS RELATIONSHIPS. Except as set forth on Section 3(s) of the
Disclosure Schedule, there are no contracts or agreements between the Company
and (i) any of its shareholders, officers or directors or (ii) any Affiliate or
any of such Affiliate's officers or directors. None of the Sellers has any
investment or contractual interest in any entity engaged in the lawn care or
pest control services business other than the Company, other than the beneficial
ownership of less than five percent (5%) of the shares of stock of any entity
having a class of securities actively traded on a national securities exchange
or in the over-the-counter market.

(t) COMPANY PERMITS. The Company holds all material permits, licenses,
variances, exemptions, orders and approvals of all federal, state, local or
foreign governmental regulatory authorities or tribunals necessary for the
lawful conduct for its businesses and operations, including with respect to the
operation of each of the Leased Real Property (the "Permits"), and



                                       20
<PAGE>

Section 3 (t) contains a true and complete list of all such Permits. All such
Permits are valid and in full force and effect, and, except as set forth on
Section 3(t) of the Disclosure Schedule, the Company is in compliance in all
material respects with the respective requirements thereof and no proceeding is
pending or, to the Seller's knowledge, threatened to revoke or amend any of
them. Subject to obtaining any required governmental consents, none of such
Permits is or will be impaired or in any way affected in any material respect by
the execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby.

(u) ACCOUNTS RECEIVABLE; INVENTORY; RETURNS.

                  (i) The accounts receivable of the Company, as of the Most
         Recent Fiscal Month End, taken as a whole, are properly reflected on
         the books and records of the Company in accordance with GAAP
         Consistently Applied, are validly and legally binding, and arose in the
         Ordinary Course of Business from bona fide transactions. Except as set
         forth in Section 3(u)(i) of the Disclosure Schedule, such accounts
         receivable are current and are reasonably expected to be collected
         within six months of the date hereof without set off or counterclaim,
         except to the extent of any bad debt reserve as of the applicable date.

                  (ii) Except as otherwise set forth in Section 3(u)(ii) of the
         Disclosure Schedule, the inventory of the Company, taken as a whole, as
         of the Most Recent Fiscal Month End, is usable and saleable in the
         Ordinary Course of Business, except to the extent written down or
         reserved against on the Most Recent Financial Statements. Except as
         otherwise set forth in Section 3(u)(ii) of the Disclosure Schedule, the
         Company's inventory, taken as a whole, is valued on the Company's books
         of account in accordance with GAAP Consistently Applied (on an average
         cost basis) at the lower of cost or market.

                  (iii) The Company has delivered to the Buyer a written summary
         of the rights of the Company to return products to each of the Major
         Suppliers, including all price protection rights and limitations on
         returns (the "RETURN POLICIES"), that is complete and accurate in all
         material respects. None of the Return Policies have been amended or
         repudiated since December 31, 2004. To the knowledge of such Seller, no
         Major Supplier intends to amend or repudiate its Return Policy. The
         Company's rights under each Return Policy will not be affected by the
         transactions contemplated hereby.

(v) GUARANTEES. Except as set forth on Section 3(v) of the Disclosure Schedule,
the Company is not a guarantor or otherwise responsible for any liability or
obligation (including indebtedness) of any other Person.

(w) BANKS AND DEPOSITORIES. Section 3(w) of the Disclosure Schedule sets forth:

                  (i) A list of the name and address of each bank, savings and
         loan or other financial institution in which the Company has an account
         or safe deposit box;

                  (ii) The identity of each such account or safe deposit box;



                                       21
<PAGE>

                  (iii) The names of all Persons authorized to draw on each
         account and to have access to each safe deposit box; and

                  (iv) The number of signatures required for any withdrawals
         therefrom.

(x) BOOKS AND RECORDS. The minute books of the Company, as previously made
available to Buyer and its representatives, contain in all material respects
accurate records of all meetings of and all corporate actions or written
consents by the holders of capital stock and the directors of the Company, as
applicable. The minute books for the Company made available to the Buyer for
review were correct and complete in all material respects as of June 6, 2005, no
further entries have been made through the date of this Agreement, and such
minute books contain the true signatures of the persons purporting to have
signed them. All material corporate actions taken by the Company have been duly
authorized or ratified. All accounts, books, ledgers and official and other
records of the Company accurately and fairly reflect in reasonable detail the
activities of the Company and there are no material inaccuracies or
discrepancies of any kind contained therein. The stock ledgers of the Company,
as previously made available to the Buyer contain accurate and complete records
of all issuances, transfers and cancellations of shares of the capital stock of
the Company.

(y) SUPPLIERS AND CUSTOMERS.

                  (i) Section 3(y)(i) of the Disclosure Schedule sets forth a
         true, accurate and complete list:

                           A. of the seven largest suppliers of the Company in
                  terms of purchases during the most recently completed fiscal
                  year and the portion of current fiscal year prior to the date
                  of this Agreement (collectively, the "MAJOR SUPPLIERS"); and

                           B. the location and format (written and/or
                  electronic)of the Company's current customer lists and current
                  customer agreements ("Customer Lists and Customer
                  Agreements").

                  (ii) Since December 31, 2004, except as set forth on Section
         3(y)(ii) of the Disclosure Schedule, there has not been any material
         dispute between the Company and any Major Supplier, and, no Major
         Supplier has indicated in writing to the Company that such Major
         Customer or Major Supplier intends to materially reduce its purchases
         from, or sales to, or to otherwise materially reduce its business
         relationship with, the Company.

                  (iii) The Company has kept the Customer Lists and Customer
         Agreements confidential and has not provided the Customer Lists and
         Customer Agreements to any person outside the Company other than to the
         Company's auditors, attorneys and lenders of the Bank Debt and to the
         Buyer.

(z) PEST TREATMENT . The Company is in compliance with all statutes, laws,
ordinances, rules, orders and regulations of federal, state and local
governments and manufacturer treatments and protocols applicable to it, its
Business and operations (as conducted by it now) relating to the pest control
and termite control segment of the Business and the Company has, except as set




                                       22
<PAGE>

forth in Section 3(z) of the Disclosure Schedule, no claims are pending under
any of the Company's pest control and/or termite warranties or guarantees, the
Company has not received notice of any such claims and to each Seller's
knowledge, no such claims are threatened. Except as set forth on Section 3(z) of
the Disclosure Schedule, since January 1, 2004, the Company has not received any
written communication from any governmental authority or manufacturer that
alleges that the Company is not in compliance with any such federal, state or
local laws, rules or regulations or manufacturer treatments and protocols.

(aa) NAMES; PRIOR ACQUISITIONS; BUSINESS LOCATIONS. All names under which the
Company does business as of the date hereof are specified on Section 3(aa) of
the Disclosure Schedule. Except as set forth on Section 3(aa) of the Disclosure
Schedule, the Company has not changed its name or used any assumed or fictitious
name, or been the surviving entity in a merger, acquired any business or changed
its principal place of business or chief executive office, within the past three
years. As of the date hereof, the Company has no office or place of business
other than as identified on Section 3(aa) of the Disclosure Schedule and the
Company's principal places of business and chief executive offices are indicated
on Section 3(aa) of the Disclosure Schedule, and, except for equipment leased to
customers in the ordinary course of business, all locations where the equipment,
inventory, chattel paper and books and records of the Company is located as of
the date hereof are fully identified on Section 3(aa) of the Disclosure
Schedule)

(bb) BROKERS' FEES. The Company has no liability or obligation to pay any fees,
expenses, or commissions to any broker, investment banker, finder or agent with
respect to the transactions contemplated by this Agreement for which the Buyer
could become liable or obligated.

(cc) ACCURACY OF INFORMATION FURNISHED BY THE SELLERS. The representations and
warranties contained in this Section 3 do not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements and information contained in this Section 3 not misleading.

4. REPRESENTATIONS AND WARRANTIES RELATING TO THE TRANSACTION. Each Seller, with
respect to himself or itself only and not jointly with respect to any of the
other Sellers, hereby represents and warrants to the Buyer that the statements
contained in Section 4 applicable to him or it are true and correct as of the
date of this Agreement, except as set forth in the Disclosure Schedule.

(a) AUTHORIZATION OF TRANSACTION; OWNERSHIP. Each Seller, if an entity, has full
power and authority, and if an individual, has legal capacity, to execute and
deliver this Agreement and to perform his or its obligations hereunder. This
Agreement constitutes the valid and legally binding obligation of such Seller,
enforceable in accordance with its terms and conditions. Such Seller is the sole
record and beneficial owner of, and has good and valid title to, the Shares set
forth next to his or its name in Section 3(d)(ii) of the Disclosure Schedule,
free and clear of any restrictions on transfer, voting agreements, voting
trusts, options, or other agreements or commitments of any kind and other
Security Interests. Each Seller represents and warrants that he or it is an
individual residing in the State of Florida or an entity formed under the State
of Florida.

(b) NONCONTRAVENTION. Neither the execution and the delivery of this Agreement,
nor the consummation of the transactions contemplated hereby, shall (i) violate
any statute, regulation,



                                       23
<PAGE>

rule, injunction, judgment, order, decree or ruling of any government,
governmental agency or court to which such Seller is subject, (ii) conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify
or cancel, or require any notice under any agreement, contract, lease, license,
permit or instrument to which such Seller is a party or bound or (iii) violate
any provision of the organizational or constitutional documents of such Seller
that is an entity.

(c) INVESTMENT REPRESENTATIONS.

                  (i) The Parent Common Stock acquired by each of the Sellers
         are and will be acquired solely for his or its own account for
         investment purposes only and not with a present view toward the
         distribution thereof or with any present intention of distributing or
         reselling any such Parent Common Stock in violation of the Securities
         Act or any state securities laws. Any transfer of any of the Parent
         Common Stock acquired by the Sellers will be made only in compliance
         with all applicable Federal and state securities laws, including the
         Securities Act.

                  (ii) Each of the Sellers is an "accredited investor" within
         the meaning of Rule 501 of Regulation D promulgated by the Securities
         and Exchange Commission under the Securities Act. Each of the Sellers
         will furnish the Buyer with such further assurance regarding such
         status as may be reasonably requested by the Buyer.

                  (iii) Each of the Sellers has had the opportunity to ask
         questions and receive answers concerning the terms and conditions of
         his or its investment in the Parent Common Stock. Each of the Sellers
         has had full access to such information and materials concerning Parent
         as he has requested and has reviewed and is familiar with such
         information and materials. The Buyer and Parent have answered all
         inquiries that any of the Sellers has made to the Buyer and Parent
         relating to the Buyer, Parent or the sale of the Parent Common Stock
         hereunder.

                  (iv) Each of the Sellers has such knowledge and experience in
         financial and business matters such that he or it is capable of
         evaluating the merits and risks of an investment in the Parent Common
         Stock and of making an informed investment decision with respect
         thereto, or has consulted with advisors who possess such knowledge and
         experience.

                  (v) Each of the Sellers is able to bear the economic risk of
         its investment in the Parent Common Stock for an indefinite period of
         time. Each of the Sellers understands that the Parent Common Stock has
         not been registered under the Securities Act and therefore cannot be
         sold unless subsequently registered under the Securities Act or unless
         an exemption from such registration is available.

                  (vi) The Parent Common Stock acquired by the Sellers is not
         registered under the Securities Act and must be held by the Sellers
         until such Parent Common Stock are registered under the Securities Act
         or an exemption from such registration is available. Except as
         otherwise provided in Section 7(h) of this Agreement, Parent will have
         no obligation to take any action that may be necessary to make
         available any exemption



                                       24
<PAGE>

         from registration under the Securities Act, and Parent will give to the
         party responsible for recording transfers of Parent Common Stock "stop
         transfer" directions prohibiting transfers in violation of this
         Agreement.

                  (vii) Each of the Sellers is familiar with Rule 144 which
         establishes guidelines governing, among other things, the resale of
         "restricted securities." The Parent Common Stock are restricted
         securities and reliance on Rule 144 to transfer securities is subject
         to the other restrictions and limitations set forth in Rule 144.

                  (viii) In connection with any transfer of the Parent Common
         Stock under Rule 144 or pursuant to any other exemption, at the option
         of Parent, a Seller will be required to deliver to Parent an opinion
         from his or its counsel, in a form reasonably acceptable to Parent, to
         the effect that all applicable Federal and state securities law
         requirements have been met.

5. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer represents and
warrants to the Sellers that the statements contained in Section 5 are true and
correct as of the date of this Agreement, except as set forth in the Disclosure
Schedule.

(a) ORGANIZATION OF THE BUYER. The Buyer is a Florida corporation, duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation.

(b) AUTHORIZATION OF TRANSACTION. The Buyer has full power and authority
(including full corporate power and authority) to execute and deliver this
Agreement and to perform its obligations hereunder. This Agreement constitutes
the valid and legally binding obligation of the Buyer, enforceable in accordance
with its terms and conditions.

(c) NONCONTRAVENTION. Neither the execution and the delivery of this Agreement,
nor the consummation of the transactions contemplated hereby, shall (i) violate
any statute, regulation, rule, injunction, judgment, order, decree or ruling of
any government, governmental agency or court to which the Buyer is subject, or
any provision of its charter or bylaws, or (ii) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify or cancel, or require any
notice under any material agreement, contract, lease, license or instrument to
which the Buyer is a party or by which it is bound or to which any of its assets
are subject. Except as set forth on Section 5(c) of the Disclosure Schedule and
for applicable requirements of the Hart-Scott-Rodino Act, the Buyer is not
required to give any notice to, make any filing with, or obtain any
authorization, consent or approval of any government or governmental agency or
third party in order for the Buyer to consummate the transactions contemplated
by this Agreement.

(d) BROKERS' FEES. The Buyer has no liability or obligation to pay any fees,
expenses, or commissions to any broker, investment banker, finder or agent with
respect to the transactions contemplated by this Agreement for which the Company
or the Sellers could become liable or obligated.

(e) TITLE. This Agreement will vest in each of the Sellers good, valid and
marketable title to all shares of the Parent Common Stock transferred to each of
the Sellers, free and clear of all



                                       25
<PAGE>

liens, claims, encumbrances and security interests, except for restrictions on
transfer imposed by the Securities Act and state securities laws.

(f) ORGANIZATION OF PARENT. Parent is a Florida corporation, duly organized,
validly existing, and in good standing under the laws of the jurisdiction of its
incorporation.

(g) VALID ISSUANCE OF PARENT COMMON STOCK. The Parent Common Stock that is being
purchased by the Sellers under this Agreement, when sold and delivered in
accordance with the terms of this Agreement for the consideration expressed
herein, will be duly authorized, validly issued, fully paid and non-assessable.

6. PRE-CLOSING COVENANTS. The Parties agree as follows with respect to the
period between the execution of this Agreement and the Closing.

(a) GENERAL. Each of the Parties shall (and the Sellers shall cause the Company
to) use its reasonable best efforts to take all action required of it and to do
all things necessary, proper or advisable on its part in order to consummate and
make effective the transactions contemplated by this Agreement (including
satisfaction, but not waiver, of the conditions set forth in Section 8 below).

(b) NOTICES AND CONSENTS. Each of the Parties shall (and the Sellers shall cause
the Company to) give any notices to, make any filings with, and use their best
efforts to obtain any authorizations, consents and approvals of governments and
governmental agencies and third parties which are required to be given, made or
obtained by it in connection with consummation of the transaction.

(c) PRESERVATION OF BUSINESS. Prior to the Closing, the Sellers shall cause the
Company to conduct its operations in the Ordinary Course of Business. Without
limiting the foregoing, the Sellers covenant and agree that, except (i) as
contemplated by this Agreement or (ii) with the prior written consent of Buyer,
after the date hereof and before the Closing Date, they shall cause the Company
not to:

                  (i) amend the articles of incorporation, bylaws, or other
         similar organizational documents of the Company;

                  (ii) except as may be permitted by this Agreement, acquire,
         sell, lease or dispose of any assets of the Company except purchases
         and sales of inventory in the Ordinary Course of Business;

                  (iii) incur any Indebtedness For Borrowed Money except under
         the Bank Debt in the Ordinary Course of Business;

                  (iv) pledge or otherwise encumber any equity interest in the
         Company;

                  (v) except for the acquisitions of Attack Pest Control, Inc.,
         Chapman Pest Control, Inc. and/or Shamrock Pest Control, Inc., acquire
         any business, corporation, partnership or other business organization
         or division thereof or any equity interest therein or create any
         Subsidiary;



                                       26
<PAGE>

                  (vi) adopt a plan of complete or partial liquidation or
         authorize any liquidation, dissolution, merger, consolidation,
         restructuring, recapitalization or other similar transaction;

                  (vii) change any of the accounting methods or Tax elections
         used by the Company, write down any inventory (except in the Ordinary
         Course of Business), write up any inventory, or change any accounting
         reserves, unless required by GAAP Consistently Applied or applicable
         law;

                  (viii) declare, set aside, make or pay any dividend or other
         distributions in respect of any capital stock or repurchase, redeem or
         otherwise acquire any outstanding shares of capital stock;

                  (ix) transfer, issue, sell, pledge or dispose of any shares of
         capital stock or other securities of, or ownership interests in, the
         Company or grant options, warrants, calls or other rights to purchase
         or otherwise acquire shares of the capital stock or other securities
         of, or ownership interests in, the Company;

                  (x) change the compensation or benefits payable to any
         employee except changes effecting hourly employees in the Ordinary
         Course of Business and consistent with past practices;

                  (xi) enter into any lease of personal property or any renewals
         thereof involving a term of more than one year or rental obligation or
         make any capital investment exceeding $10,000 per year in any single
         case, or exceeding $25,000 per year in the aggregate in all such cases;

                  (xii) purchase or lease (or renew any lease for) any real
         property, except in connection with the acquisitions described in
         Section 6(c)(v));

                  (xiii) pay, discharge or satisfy any claim, liability or
         obligation (absolute, accrued, asserted or unasserted, contingent or
         otherwise), other than in the Ordinary Course of Business or as
         reasonably required in the good faith operation of the Company's
         business;

                  (xiv) permit the lapse of any right relating to any material
         Intellectual Property or any other material intangible asset used in
         the Business;

                  (xv) take any action or fail to take any action that results
         in the creation of any Security Interest over any of the assets or
         property of the Company;

                  (xvi)    (A) enter into any contract or transaction or any
                  amendment or modification to any contract or transaction
                  except in the Ordinary Course of Business; or

                           (B) take any action, or enter into or authorize any
                  contract or transaction or any amendment or modification to
                  any contract or transaction with any Seller or Affiliate;



                                       27
<PAGE>

                  (xvii) waive, release or cancel any material claims against
         third parties except in the Ordinary Course of Business;

                  (xviii) take any action, or fail to take any action, with the
         intent of causing (A) the conditions to the Buyer's obligation to close
         not to be fulfilled, (B) any representation or warranty made by Sellers
         in this Agreement to be untrue, (C) a breach of any covenant made by
         Seller or the Company in this Agreement, or (D) a Material Adverse
         Effect; or

                  (xix) enter into any agreement or commitment to take any of
         the actions described in this Section 6(c).

In addition to the provisions of Section 6(c), no Seller shall (i) sell, assign,
transfer, pledge, encumber or dispose of any of its Shares or (ii) take any
action, or fail to take any action, with the intent of causing (A) the
conditions to the Buyer's obligation to close not to be fulfilled, (B) any
representation or warranty made by Sellers in this Agreement to be untrue, (C) a
breach of any covenant made by Seller or the Company in this Agreement, or (D) a
Material Adverse Effect.

(d) ACCESS. The Sellers shall cause the Company to permit the Buyer and/or
Parent and their representatives to have reasonable access to the directors,
officers, employees, agents, assets and properties of the Company and each of
its subsidiaries and all relevant books, records and documents of or relating to
the Company and each of its subsidiaries and each of their respective businesses
and assets during normal business hours and will furnish to the Buyer such
information, financial records and other documents relating to the Company and
each of its subsidiaries and their respective business and assets as the Buyer
and/or Parent may reasonably request. Without limiting the foregoing, the
Company shall permit the Buyer' and/or Parent's officers to meet with the
officers of the Company and its subsidiaries responsible for its financial
statements, the internal controls of the Company and its subsidiaries and the
disclosure controls and procedures of the Company and its subsidiaries to
discuss such matters as the Buyer and/or Parent may deem reasonably necessary or
appropriate for the Purchasers to satisfy its obligations under Sections 302,
404 and 906 of the Sarbanes-Oxley Act of 2002 and any rules and regulations
relating thereto.

(e) CONFIDENTIALITY. The Buyer acknowledges and agrees that Confidential
Information of the Company has been and will be made available to it in
connection with the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby. The Buyer agrees that
prior to the Closing, neither it nor its Affiliates will use, and that it will
cause its Advisors to whom Confidential Information has been or is disclosed not
to use, Confidential Information of the Company in any manner or for any purpose
other than for the purpose of effectuating the transactions contemplated by this
Agreement. The Buyer further agrees that prior to the Closing it will not
disclose any Confidential Information to any Person; provided, that Confidential
Information may be disclosed by the Buyer (i) to the Buyer's Advisors who need
to know such information in connection with the actual performance of their
duties for the Buyer; provided that the Buyer shall inform each such Advisor of
the Buyer's obligations under this Agreement and the Buyer shall be liable for
any breach by its Advisors of the provisions of this Agreement; (ii) to the
extent required by applicable law, rule or regulation; provided that the Buyer
(A) shall provide the Company, on behalf of the Sellers, with prompt written
notice prior



                                       28
<PAGE>

to any such disclosure, (B) will cooperate with the Sellers at Sellers' expense
and/or the Company in obtaining a protective order for such Confidential
Information and (C) will disclose no more information than is required pursuant
to such law, rule or regulation; or (iii) if the prior written consent of the
Company shall have been obtained. The provision of this Section 6(e) shall be in
addition to the provisions of that certain Non-Disclosure Agreement by and
between Royal Palm Capital Partners ("RPCP") and the Company, dated on or about
January 30, 2005 (the "Confidentiality Agreement"). The Confidentiality
Agreement shall be interpreted as though Buyer was a party to such agreement and
was bound by its terms and, by execution hereof, Buyer joins in and agrees to be
bound by the terms of the Confidentiality Agreement as and to the same extent as
RPCP as if Buyer was an original signatory thereto. Conflicts between this
Section 6(e) and the Confidentiality Agreement shall be resolved in favor of the
more restrictive, except that Buyer, the Sellers and the Company may make
disclosures to their respective Advisors who need to know such information to
effectuate the intention of this Agreement (provided that the Buyer and Sellers
shall inform each of their respective Advisors of their obligations under this
Agreement and the Buyer and Sellers shall be liable for any breach by their
respective Advisors of the provisions of this Agreement.

(f) TERMINATION OF AGREEMENTS. The Sellers shall, and shall cause the Company
to, at or prior to Closing, terminate the following agreements: the Company's
promissory note issued to Bank of America, N.A. in the principal amount of
$500,000 dated August 20, 2004 and all related Security Interests and related
UCC -1 filings.

(g) DUE DILIGENCE REVIEW AND ENVIRONMENTAL ASSESSMENT. The Buyer shall be
entitled to have conducted prior to Closing a due diligence review of the
assets, properties, books and records of the Company and an environmental
assessment (hereinafter referred to as "Environmental Assessment"). The
Environmental Assessment may include, but not be limited to, a physical
examination of the Company premises, and any structures, facilities, or
equipment located thereon, soil samples, ground and surface water samples,
storage tank testing, review of pertinent records, documents, and permits of
each of the Company. The Company shall provide the Buyer or its designated
agents or consultants with the access to such property which the Buyer, its
agents or consultants require to conduct the Environmental Assessment. If the
Environmental Assessment identifies environmental conditions which require
remediation or further evaluation under the Environmental Laws or if the results
of the Environmental Assessment or due diligence review are otherwise not
satisfactory to the Buyer in its sole discretion, may, prior to June 7, 2005,
elect to terminate this Agreement and not to close the transactions contemplated
by this Agreement as its sole and exclusive remedy.

(h) TRADING IN PARENT COMMON STOCK. Except as otherwise expressly consented to
by the Buyer, from the date of this Agreement until the Closing Date, neither of
the Company nor any of the Sellers(nor any Affiliates thereof) will directly or
indirectly purchase or sell (including short sales) any shares of the Parent
Common Stock in any transactions effected on the AMEX or otherwise, or sell,
transfer, pledge, dispose of or otherwise part with any interest in or with
respect to or in any other manner reduce their investment risk with respect to
any shares of the Parent Common Stock to be received pursuant to this Agreement.

(i) NO SHOP. Until this Agreement is terminated, the Sellers and their
Affiliates and Advisors and the Company and its management and Advisors shall
not (and will not permit any



                                       29
<PAGE>

Affiliate, employee, officer, director, stockholder, agent or other person
acting on its behalf to (i) solicit, encourage, consider or accept any offers
from any other party to acquire all or any portion of the assets of or any
interest in the Company, (ii) participate in any discussions or negotiations
with any other party concerning the sale of all or any portion of the assets of
or any interest in the Company (an "Acquisition Proposal"), (iii) provide any
non-public information about the Company to any person related to an Acquisition
Proposal, or (iv) otherwise cooperate in any way with, assist, facilitate or
encourage any effort by any other person seeking to acquire all or any portion
of the assets of or any interest in the Company. Each Seller hereby confirms
covenants and agrees that: (i) there is no binding agreement, arrangement or
understanding with any other third party with respect to any Acquisition
Proposal other than this Agreement, (ii) any and all discussions with third
parties regarding an Acquisition Proposal have been terminated, and (iii) it
will promptly notify the Buyer if any Acquisition Proposal, or any inquiry or
contact with any person or entity with respect hereto, is made and the terms
thereof.

7. POST-CLOSING COVENANTS. The Parties agree as follows with respect to the
period following the Closing.

(a) RECORDS. The Buyer agrees to make records of the Company then in its
possession and relating to the period prior to the Closing Date available to the
Sellers upon reasonable request for preparation of Tax Returns and similar
reasonable noncompetitive purposes for a period of seven years after the Closing
Date. Nothing herein shall obligate Buyer to retain any records beyond such
seven (7) year period.

(b) LITIGATION SUPPORT. In the event and for so long as any Party actively is
contesting or defending against any third-party action, suit, proceeding,
hearing, investigation, charge, complaint, claim, or demand in connection with
(i) any transaction contemplated under this Agreement or (ii) any fact,
situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act, or transaction on or prior
to the Closing Date involving the Company, each of the other Parties shall
cooperate with such Party or its counsel in the defense or contest, make
available their personnel, and provide such testimony and access to their books
and records as shall be necessary in connection with the defense or contest, all
at the sole cost and expense of the contesting or defending Party (except as
otherwise provided in Section 9).

(c) TAX MATTERS.

                  (i) Sellers' Representative shall prepare or cause to be
         prepared and file or cause to be filed all Tax Returns for the Company
         for all periods ending prior to or including the Closing Date which are
         required or permitted to be filed after the Closing Date. The Sellers
         shall pay any Taxes required to be paid with such Tax Returns. At least
         thirty (30) days prior to the date on which each such Tax Return is
         filed, Sellers' Representative shall submit such Tax Return to the
         Buyer for its review and approval, and such Tax Returns will not be
         filed until approved by the Buyer which approval shall not be
         unreasonably withheld. The Tax Returns of the Company for periods
         ending on or prior to the Closing Date shall not be materially amended
         without the prior consent of the Buyer which consent will not be
         unreasonably withheld.



                                       30
<PAGE>

                  (ii) The Buyer shall prepare or cause to be prepared and file
         or cause to be filed all Tax Returns for the Company for all periods
         ending after the Closing Date. The Sellers shall indemnify, and hold
         the Buyer harmless from, all Taxes of the Company relating to any
         period prior to or ending on the Closing Date.

                  (iii) The Buyer shall prepare or cause to be prepared and
         filed or cause to be filed, and the Parties shall cooperate in the
         preparation, execution and filing of all returns, questionnaires,
         applications, or other documents regarding any sales, use, transfer,
         recording, registration and other fees, and any similar taxes, which
         become payable in connection with the transactions contemplated hereby.

The Buyer and the Sellers shall timely make a joint election under Section
338(h)(10) of the Code and comparable provisions of state and local law with
respect to the purchase of the Shares (a "SECTION 338(H)(10) ELECTION"), and
shall timely file executed copies of IRS Form 8023, as prepared by the Buyer,
the required schedules thereto and any similar state and local forms, with the
proper authorities. Each of the Sellers will include any income, gain, loss or
deduction result from the Section 338(h)(10) Election on his or her Tax Return
to the extent required by applicable law and shall pay any Taxes imposed on the
Company as a result of the Section 338(h)(10) Election. Within one hundred
eighty days (180) days following the Closing Date, the Buyer shall prepare and
deliver to the Sellers an allocation schedule allocating the Transaction
Consideration, liabilities and other relevant items among the assets of the
Company that are deemed to have been acquired pursuant to Section 338(h)(10) of
the Code and the regulations thereunder and comparable provisions of state and
local law (the "FINAL ALLOCATION SCHEDULE") The Final Allocation Schedule shall
be prepared in accordance with all relevant provisions of the Code. In addition,
the Final Allocation Schedule shall contain a calculation of the Gross-Up Amount
as of the Closing Date. If within thirty (30) Business Days after receipt of the
Final Allocation Schedule ("Seller's Allocation Objection Period") the Sellers'
Representative notifies the Buyer in writing that the Sellers object to the
allocation of one or more items reflected in the Final Allocation Schedule, the
Sellers' Representative and the Buyer shall negotiate in good faith to resolve
such dispute. If the Sellers' Representative and the Buyer fail to resolve such
dispute within thirty (30) Business Days, either the Sellers' Representative or
the Buyer may refer the matter (the "Final Allocation Referral") to the
Independent Auditor. The Independent Auditor shall then determine the final
Price Allocation. The Buyer and the Sellers' Representative shall use their best
efforts to cause Independent Auditors to make its determination within thirty
(30) calendar days of the Final Allocation Referral. The fees and expenses of
Independent Auditors shall be borne by the Buyer and the Sellers equally. The
allocation reflected in the Final Allocation Schedule (as such may have been
adjusted either by mutual agreement of the Parties or by the Independent
Auditors) shall be deemed final and binding on the Parties (i) if Sellers'
Representative does not timely deliver an objection to the allocation of one or
more items reflected in the Final Allocation Schedule as provided in this
Section 7(c)(iv), then upon the expiration of the Seller's Allocation Objection
Period or (ii) if the Sellers' Representative does timely deliver such an
objection, then upon resolution of such objection either by mutual agreement of
the Parties or by the Independent Auditors. The Sellers and the Buyer agree to
act (and cause their respective Affiliates to act) in accordance with such Final
Allocation Schedule (as such may have been adjusted either by mutual agreement
of the Parties or by the Independent Auditors) in the preparation, filing and
audit of any tax return, including IRS Form 8594 or any equivalent statement,
and not to take (or permit any of their Affiliates to take) any tax,



                                       31
<PAGE>

accounting or financial reporting position that is inconsistent with such Final
Allocation Schedule. If the Section 338(h)(10) Election is made and the tax
liability which would have been incurred by the Sellers as a result of the
transactions contemplated hereby had said election not been made exceeds the tax
liability incurred by the Sellers as a result of the transactions contemplated
hereby upon giving effect to the Section 338(h)(10) Election, then the Sellers
shall pay to the Buyer an amount equal to said excess (said excess is referred
to as the "338 Benefit Amount"). The 338 Benefit Amount shall be determined
through the procedures which apply to the Section 338(h)(10) Election under this
Agreement. The Sellers shall pay the 338 Benefit Amount to the Buyer in cash no
later than the due date (without extensions) of the federal income tax return of
the Company for the period in which the tax under Code Section 1374 is incurred
by the Company as a result of the Section 338(h)(10) Election.

(d) RESTRICTIVE COVENANT. In order to assure that the Buyer will realize the
benefits of the transactions contemplated hereby, each of the other Sellers
severally agrees that, except as an employee of or consultant to the Buyer or
its Affiliates, he, she or it will not:

                  (i) for a period of five years from the Closing Date, directly
         or indirectly, alone or as a partner, joint venturer, officer,
         director, employee, consultant, agent, independent contractor or owner
         of, or lender to, become associated with any business directly or
         indirectly competitive with the Business, including, without
         limitation, the entities listed on Schedule 7(d)(i); PROVIDED, HOWEVER,
         that, the beneficial ownership of less than five percent (5%) of the
         shares of stock of any entity having a class of equity securities
         actively traded on a national securities exchange or over-the-counter
         market shall not be deemed, in and of itself, to violate the
         prohibitions of this Section 7(d)(i);

                  (ii) for a period of five years from the Closing Date,
         directly or indirectly induce any Person that is a customer or supplier
         of the Company (which for purposes of this Section 7(d), shall include
         Buyer) to patronize any business directly or indirectly in competition
         with the Business, in a manner adverse to the Company or solicit or
         accept from any Person that is a customer of any of the Company or its
         Affiliates, any such business which is competitive with the Business;
         or request or advise any Person that is a customer or supplier of the
         Company or its Affiliates to curtail or cancel any of such customer's
         or supplier's Business with the Company or its Affiliates; provided,
         however, that subject to the other provisions of this Section 7(d), no
         Seller shall be deemed in violation of this Section (d)(ii) solely as a
         result of engaging a Person other than the Company or one of its
         Affiliates to provide services or products to such Seller or any other
         Person in which Seller owns an equity interest or with respect to which
         Seller serves as a director, officer, member, partner, employee or
         consultant.

                  (iii) for a period of five years from the Closing Date,
         directly or indirectly employ, or knowingly permit any company or
         business directly or indirectly controlled by him or it to solicit, or
         employ or engage as a consultant or otherwise, any person who was
         employed by the Company at or within six months prior to the Closing
         Date or in any other manner seek to induce any such person to leave his
         or her employment with the Company; and



                                       32
<PAGE>

                  (iv) directly or indirectly, at any time following the Closing
         Date, in any way utilize, disclose, copy, reproduce or retain in his,
         her or its possession any Company Confidential Information, except as
         required by law.

The Sellers agree and acknowledge that the restrictions contained in this
Section 7(d) are reasonable in scope and duration and are necessary to protect
the Buyer after the Closing Date. If any provision of this Section 7(d) as
applied to any party or to any circumstance is adjudged by a court to be invalid
or unenforceable, the same will in no way affect any other circumstance or the
validity or enforceability of this Agreement. If any such provision, or any part
thereof, is held to be unenforceable because of the duration of such provision
or the area covered thereby, the parties agree that the court making such
determination shall have the power to reduce the duration and/or area of such
provision, and/or to delete specific words or phrases, and in its reduced form,
such provision shall then be enforceable and shall be enforced. The parties
agree and acknowledge that any breach of this Section 7(d) will cause
irreparable damage to the Buyer and upon breach of any provision of this Section
7(d), the Buyer shall be entitled to injunctive relief, specific performance or
other equitable relief; provided, however, that, this shall in no way limit any
other remedies which the Buyer may have (including, without limitation, the
right to seek monetary damages).

(e) RELEASE. If and only if the Closing occurs, each Seller, for itself and its
heirs, personal representatives, successors and assigns (collectively, the
"RELEASORS"), hereby forever fully and irrevocably releases and discharges the
Buyer, the Company and their respective predecessors, successors, direct or
indirect subsidiaries and past and present stockholders, directors, officers,
employees, agents, and representatives (collectively, the "RELEASED PARTIES")
from any and all actions, suits, claims, demands, debts, promises, judgments,
liabilities or obligations of any kind whatsoever in law or equity and causes of
action of every kind and nature, or otherwise (including, claims for damages,
costs, expense, and attorneys', brokers' and accountants fees and expenses)
arising out of or related to events, facts, conditions or circumstances existing
or arising prior to the Closing Date to the extent that they relate to the
Company, whether known or unknown, suspected or unsuspected, unanticipated as
well as anticipated (collectively, the "RELEASED CLAIMS"), and hereby
irrevocably agree to refrain from directly or indirectly asserting any claim or
demand or commencing (or causing to be commenced) any suit, action, or
proceeding of any kind, in any court or before any tribunal, against any
Released Party based upon any Released Claim. To the maximum extent permitted by
law, with respect to the released Claims, each Releasor expressly waives any law
to the effect that a general release does not extend to claims which the
Releasor does not know or suspect to exist in his, her or its favor at the time
of executing the release, which if known by him, her or it must have materially
affected his, her or its settlement with the Released Parties. Notwithstanding
the first sentence of this Section 7(e), "RELEASED CLAIMS" does not include, and
the provisions of this Section 7(e) shall not release or otherwise diminish, the
obligations of any party set forth in or arising under any provisions of this
Agreement or the agreements contemplated in connection herewith.

(f) APPOINTMENT TO PARENT'S BOARD OF DIRECTORS. Buyer shall undertake and use
its reasonable efforts to nominate and procure the election of Charles Steinmetz
to its Parents Board of Directors within sixty (60) days following the Closing
Date.



                                       33
<PAGE>

(g) SHELF REGISTRATION. Parent shall:

                  (i) Prepare and file or cause to be prepared and filed with
         the SEC, as soon as practicable, but in no event later than the date
         that is one hundred and eighty (180) days after the Closing Date, a
         registration statement (the "Registration Statement") registering the
         resale from time to time by the Sellers of all of the shares of Parent
         Common Stock. The Registration Statement shall be on Form S-3 or
         another appropriate form permitting registration of the Parent Common
         Stock for resale by the Sellers from time to time on the American Stock
         Exchange or the facilities of a national securities exchange on which
         the Common Stock is then traded, or if not then traded on a national
         securities exchange then on any securities exchange or quotation system
         on which the Common Stock is then listed or on the OTC Bulletin Board,
         or in privately(Y)negotiated transactions. Parent shall use its
         reasonable best efforts to cause the Registration Statement to be
         declared effective under the Securities Act as promptly as is
         practicable.

                  (ii) Prepare and file with the SEC such amendments and
         post-effective amendments to the Registration Statement as may be
         necessary to keep the Registration Statement continuously effective for
         a period at least equal to the later of (i) the fourth anniversary of
         the date on which the Registration Statement is declared effective
         under the Securities Act or (ii) the date on which all Parent Common
         Stock may be resold by all the Sellers pursuant to Rule 144 without any
         restriction as to the number of securities as of a particular date that
         can then be immediately sold (such period, the "Effectiveness Period");
         cause the related Prospectus (as herein defined) to be supplemented by
         any required Prospectus supplement, and as so supplemented to be filed
         pursuant to Rule 424 (or any similar provisions then in force) under
         the Securities Act; and use its reasonable best efforts to comply with
         the provisions of the Securities Act applicable to it with respect to
         the disposition of all securities covered by such Registration
         Statement during the Effectiveness Period in accordance with the
         intended methods of disposition by the Sellers thereof set forth in
         such Registration Statement as so amended or such Prospectus as so
         supplemented.

                  (iii) As promptly as practicable give notice to the Sellers
         when any Prospectus, Prospectus supplement, or the Registration
         Statement or a post-effective amendment to the Registration Statement
         has been filed with the SEC and, with respect to a Registration
         Statement or any post-effective amendment, when the same has been
         declared effective.

                  (iv) Use reasonable best efforts to obtain the withdrawal of
         any order suspending the effectiveness of the Registration Statement or
         the lifting of any suspension of the qualification (or exemption from
         qualification) of any of the Parent Common Stock for sale in any
         jurisdiction in which they have been qualified for sale, in either case
         at the earliest possible moment, and provide prompt notice to the
         Sellers of the withdrawal of any such order. If the Registration
         Statement is withdrawn or ceases to be effective at any time during the
         Effectiveness Period, then the Effectiveness Period shall be extended
         by a period of time equal to the number of days that the Registration
         Statement was withdrawn, suspended, or otherwise not effective.



                                       34
<PAGE>

                  (v) During the Effectiveness Period, deliver to the Sellers in
         connection with any sale by the Sellers of Parent Common Stock pursuant
         to the Registration Statement, without charge, as many copies of the
         Prospectus or Prospectuses relating to such Parent Common Stock
         (including each preliminary prospectus) and any amendment or supplement
         thereto as the Sellers may reasonably request.

                  (vi) File documents required of the Parent for customary Blue
         Sky clearance in states specified in writing by any of the Sellers to
         the extent required by applicable law; provided that the Parent will
         not be required to (i) qualify as a foreign corporation or as a dealer
         in securities in any jurisdiction where it would not otherwise be
         required to qualify but for this Agreement or (ii) take any action that
         would subject it to general service of process in suits or to taxation
         in any such jurisdiction where it is not then so subject.

                  (vii) Bear all fees and expenses incurred in connection with
         the performance by the Parent of its obligations under this Section
         7(g) whether or not the Registration Statement is declared effective.

                  (viii) In the event the managing underwriter, if any, advises
         the Parent, in writing, that in its reasonable opinion the number of
         shares proposed to be included in the Registration Statement exceeds
         the number that reasonably can be included for any reason, then the
         Parent will include in the Registration Statement to the extent of the
         number which the managing underwriter advises the Parent can be
         included, the following shares in the following order and priority: (1)
         first, the Parent Common Stock of the Sellers a on a pro-rata basis
         based upon the proportion of each shareholder's ownership relative to
         the aggregate number of shares owned by Sellers and (2) second, other
         securities of the Parent, if permitted. Notwithstanding anything stated
         to the contrary, the Parent's obligations under this Section 7(g) shall
         terminate as to the Sellers, any assign or any other party granted
         rights under this Section 7(g) at such time as all of such party's
         Parent Common Stock can be sold under Rule 144 without any restriction
         as to the number of securities as of a particular date that can then be
         immediately sold.

                  (ix) Each of the Sellers agrees to indemnify and hold harmless
         the Parent, its directors and its officers and each person, if any, who
         controls the Parent within the meaning of either Section 15 of the
         Securities Act or Section 20 of the Exchange Act from and against any
         and all Losses, insofar as such Losses are (i) caused by any untrue
         statement of a material fact contained in the Registration Statement or
         the Prospectus or in any amendment or supplement thereto or in any
         preliminary prospectus, or caused by any omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, in each case to the extent, but only
         to the extent, that such untrue statement or omission was made in
         reliance upon and in conformity with information relating to the Seller
         furnished in writing by the Seller to the Parent expressly for use in
         the Registration Statement or Prospectus. Sellers' liability under this
         Section shall not exceed the value of the Parent Common Stock held by
         the Sellers on the date the Registration Statement is declared
         effective.

(h) MAINTENANCE OF CONDITION FOR RESALE UNDER RULE 144(i) . For a three (3) year
period after the Closing Date, Parent shall use reasonable efforts to
continuously comply with the


                                       35
<PAGE>

current public information condition of Rule 144 (c) under the Securities Act
for the Sellers to resell the Parent Common Stock in accordance with the
provisions of Rule 144.

8. CONDITIONS TO OBLIGATION TO EFFECT THE CLOSING.

(a) CONDITIONS TO OBLIGATION OF THE BUYER. The obligation of the Buyer to
consummate the transactions to be performed by it in connection with the Closing
is subject to satisfaction of the following conditions:

                  (i) except for representations and warranties that by their
         terms speak only as of a specified date, the representations and
         warranties set forth in Section 3 shall be true and correct in all
         material respects (except that, to the extent such representations and
         warranties are qualified by materiality, then such representations and
         warranties shall be true and correct in all respects) at and as of the
         Closing Date as though made on and as of the Closing Date;

                  (ii) the Sellers shall have materially performed and complied
         with all of the covenants hereunder required to be performed and
         complied with by them at or prior to the Closing;

                  (iii) there shall not be any injunction, judgment, order,
         decree, ruling or charge in effect preventing consummation of any of
         the transactions contemplated by this Agreement;

                  (iv) except for representations and warranties that by their
         terms speak only as a specified date, the representations and
         warranties set forth in Section 4 shall be true and correct in all
         material respects (except that, to the extent such representations and
         warranties are qualified by materiality, then such representations and
         warranties shall be true and correct in all respects) at and as of the
         Closing Date as though made on and as of the Closing Date;

                  (v) all material filings that are required to have been made
         by the Company with any governmental authority in order to carry out
         the transactions contemplated by this Agreement shall have been made;
         all material authorizations, consents, approvals and permits from all
         such governmental authorities required for the Sellers to carry out the
         transactions contemplated by this Agreement shall have been received,
         and all statutory waiting periods (or extensions thereof) in respect
         thereof shall have expired or otherwise been terminated; all of the
         consents set forth in SCHEDULE 8(A)(V) shall have been obtained; the
         Buyer shall have received from legal counsel to the Sellers an opinion
         substantially in the form attached as EXHIBIT C hereto;

                  (vi) Gregory Clendenin shall have executed and delivered to
         Buyer an Employment Agreement in substantially the form of EXHIBIT D1
         and the persons listed in Schedule 8(a)(vii) shall have executed and
         delivered to the Buyer a Noncompetition Agreement in substantially the
         form attached as EXHIBIT D2 (collectively, the "NONCOMPETION
         AGREEMENTS");



                                       36
<PAGE>

                  (vii) The Sellers shall have, and shall have caused the
         Company to, terminate the Shareholders Agreement, dated as of June 26,
         1998, among the Company and the Sellers;

                  (viii) The Parent shall have received all necessary consents
         and otherwise complied with any state or federal securities laws
         applicable to the issuance of the Parent Common Stock, in connection
         with the transactions contemplated hereby;

                  (ix) The Buyer shall be satisfied with the results of its due
         diligence review and Environmental Assessment pursuant to Section 6(g);

                  (x) the Sellers shall have delivered to the Buyer certificates
         representing all of the Shares, endorsed in blank or with duly executed
         stock powers attached thereto;

                  (xi) the Sellers shall have executed and delivered Form 8023,
         in the form provided by the Buyer, in connection with the Section
         338(h)(10) Election; and

                  (xii) no Material Adverse Effect shall have occurred.

The Buyer may waive in writing any condition specified in this Section 8(a) at
or prior to the Closing.

(b) CONDITIONS TO OBLIGATION OF THE SELLERS. The obligation of the Sellers to
consummate the transactions to be performed by them in connection with the
Closing is subject to satisfaction of the following conditions:

                  (i) except for representations and warranties that by their
         terms speak only as of a specified date, the representations and
         warranties set forth in Section 5 shall be true and correct in all
         material respects (except that, to the extent such representations and
         warranties are qualified by materiality, then such representations and
         warranties shall be true and correct in all respects) at and as of the
         Closing Date as though made on and as of the Closing Date;

                  (ii) the Buyer shall have materially performed and complied
         with all of its covenants hereunder required to be performed and
         complied with by it at or prior to the Closing;

                  (iii) there shall not be any injunction, judgment, order,
         decree, ruling or charge in effect preventing consummation of any of
         the transactions contemplated by this Agreement;

                  (iv) the Buyer shall have delivered the stock certificate(s)
         evidencing the shares of Parent Common Stock issued to the Sellers as
         in accordance with SCHEDULE 2; and

                  (v) all material filings that are required to have been made
         by the Buyer with any governmental authority in order to carry out the
         transactions contemplated by this Agreement shall have been made; all
         material authorizations, consents, approvals and



                                       37
<PAGE>

         permits from all such governmental authorities required for the Buyer
         to carry out the transactions contemplated by this Agreement shall have
         been received, and all statutory waiting periods (or extensions
         thereof) in respect thereof shall have expired or otherwise been
         terminated; all of the consents set forth in SCHEDULE 8(B)(V) shall
         have been obtained; the Sellers shall have received from legal counsel
         to the Buyer an opinion substantially in the form attached as EXHIBIT E
         hereto;

The Sellers' Representative, on behalf of the Sellers, may waive in writing any
condition specified in this Section 8(b) at or prior to the Closing.

9. REMEDIES FOR BREACHES OF THIS AGREEMENT.

(a) SURVIVAL. The representations and warranties of the Sellers contained in
Section 3 and 4 (other than those contained in Section 3(a), 3(b), 3(c), 3(d),
3(j), 3(r) and 4(a), 4(b) and 4(c), which shall survive until the expiration of
the applicable statute of limitations and Sections 3(p) and (q), which shall
survive until the second anniversary of the Closing Date) shall survive the
Closing and continue in full force and effect until the expiration of an
eighteen (18) month period with the first day of such period commencing on the
Closing Date. All covenants herein shall survive the Closing and continue in
full force and effect until performed, subject to any applicable statute of
limitations and other restrictions or limitations in such covenants. Any claim
for indemnification asserted with reasonable specificity within the applicable
survival period shall survive until finally determined.

(b) INDEMNIFICATION.

                  (i) Subject to the limitations and conditions set forth in
         this Section 9, subsequent to the Closing, each Seller shall severally,
         but not jointly, indemnify, defend and hold harmless the Buyer from,
         against and in respect of any loss, liability, damage, claim or expense
         including reasonable attorneys' fees and expenses ("LOSSES") which the
         Buyer shall suffer, sustain or become subject to as a result of:

                           (A) any breach of covenant by such Seller set forth
                  in this Agreement or any certificate delivered at Closing
                  pursuant to Section 8(a)(iv) of this Agreement;

                           (B) any breach of representations or warranties of
                  such Seller set forth in this Agreement (as well as claims of
                  third parties that would constitute such a breach) or any
                  certificate delivered at Closing pursuant to Section 8(a)(iv)
                  of this Agreement (provided, however, if matter is disclosed
                  by Company or the Sellers prior to Closing pursuant to an
                  officer's certificate or updated Disclosure Schedules and,
                  despite such disclosure, Buyer elects to proceed to Closing in
                  accordance herewith, the Parties hereby agree that the Sellers
                  shall have no liability for any Losses relating to the
                  disclosure shown in such officer's certificate or updated
                  Disclosure Schedules); and

                           (C) any Seller Transaction Expenses or Change of
                  Control Payments (which are discharged by the Buyer or the
                  Company after the Closing other than from proceeds at the
                  Closing);




                                       38
<PAGE>

                  (ii) Subsequent to the Closing, the Buyer shall indemnify,
         defend and hold harmless the Sellers and their successors and assigns
         from, against and in respect of, any Losses which any such Person shall
         suffer, sustain or become subject to by virtue of or which arise out of
         or result from any breach of the Buyer's covenants, representations or
         warranties contained herein or any certificate delivered at Closing
         pursuant to Section 8(b)(iv) of this Agreement.(provided, however, if
         matter is disclosed by the Buyer prior to Closing pursuant to an
         officer's certificate or updated Disclosure Schedules and, despite such
         disclosure, Sellers elect to proceed to Closing in accordance herewith,
         the Parties hereby agree that the Buyers shall have no liability for
         any Losses relating to the disclosure shown in such officer's
         certificate or updated Disclosure Schedules)

                  (iii) Promptly after the assertion by any third party of any
         claim, demand or notice (a "THIRD PARTY CLAIM") against any Person or
         Persons entitled to indemnification under this Section 9(b) (the
         "INDEMNIFIED PARTIES") that results or may reasonably be expected to
         result in the incurrence by such Indemnified Parties of any Losses for
         which such Indemnified Parties would be entitled to indemnification
         pursuant to this Agreement, such Indemnified Parties shall promptly
         notify the Parties from whom such indemnification could be sought (the
         "INDEMNIFYING PARTIES") of such Third Party Claim PROVIDED, however,
         that failure to notify the Indemnifying Party shall not relieve the
         Indemnifying Party from any liability except to the extent the
         Indemnifying Party is prejudiced thereby. Any claim for Losses will be
         set forth in a written notice providing reasonable detail of the nature
         and scope of such claims. Thereupon, the Indemnifying Parties shall
         have the right, upon written notice (the "DEFENSE NOTICE") to the
         Indemnified Parties within 20 days after receipt by the Indemnifying
         Parties of notice of the Third Party Claim (or sooner if such claim so
         requires) to conduct, at their own expense, the defense against the
         Third Party Claim in their own names or, if necessary, in the names of
         the Indemnified Parties; PROVIDED, HOWEVER, that:

                           A. the Indemnifying Parties must provide evidence
                  reasonably satisfactory to the Indemnified Parties that the
                  Indemnifying Parties possess the financial resources necessary
                  to satisfy the Third Party Claim, if adversely determined;

                           B. the Third Party Claim involves only money damages
                  and not injunctive or other equitable relief; and

                           C. the Indemnified Parties shall have the right to
                  employ separate counsel in any such Third Party Claim properly
                  assumed by the Indemnifying Parties or to participate (subject
                  to the direction of counsel to the Indemnifying Parties) in
                  the defense thereof, but the fees and expenses of such counsel
                  shall not be included as part of any Losses incurred by the
                  Indemnified Party.

                  The Party or Parties conducting the defense of any Third Party
         Claim shall keep the other Parties apprised of all significant
         developments and shall be authorized to enter into any settlement,
         compromise or consent to judgment with respect to such Third Party
         Claim only with the consent of the other Parties which shall not be
         unreasonably withheld. With respect to this Section 9(b)(iii), (A) the
         Sellers' Representative shall take



                                       39
<PAGE>

         (or omit to take) all actions on behalf of the Sellers or any of them,
         (B) no Seller shall take (or omit to take) any action without the prior
         written consent of the Sellers' Representative and (C) no Seller shall
         take (or omit to take) any action inconsistent with that of the
         Sellers' Representative. To the extent that any notice must be
         delivered to or by any Seller pursuant to this Section, such notice
         shall be delivered to or by the Sellers' Representative. Any claim for
         indemnification with respect to any matter that is not timely made
         pursuant to the provisions of this Agreement may not be pursued and
         will be deemed to have been irrevocably waived.

(c) LIMITATIONS ON INDEMNITY. The rights and remedies under this Section 9 shall
be the sole and exclusive rights and remedies of the Parties on account of any
claims arising out of, or in connection with, this Agreement or the transactions
contemplated hereby other than claims for injunctive or equitable relief. No
special, punitive or consequential damages shall be imposed pursuant to this
Agreement. All indemnification payments under this Section 9 shall be deemed to
be adjustments to the consideration received by the Sellers in connection with
the Closing.

(d) BUYER NOTE. The Buyer shall be entitled to recover any amounts to which it
is entitled to indemnification from the Buyer Note (after compliance with this
Section 9, other than any Adjustment Amount, any excess of Gross-Up Amount, any
338 Benefit Amount or any Seller Transaction Expenses, which shall not be
subject to prior compliance with this Section 9), by setting off amounts from
the then outstanding principal amount (and any accrued but unpaid interest on
such principal amount) of the Buyer Note.

(e) OTHER LIMITATIONS. Anything to the contrary contained in the preceding
provisions of this Agreement notwithstanding, (i) no indemnification under this
Section 9 shall be made by the Sellers in favor of the Buyer, or Buyer in favor
of the Sellers, as the case may be, unless the total of all such claims for
indemnification exceed in the aggregate $250,000 (provided, however, that (A)
once such threshold amount is exceeded the Sellers shall indemnify the Buyer, or
the Buyer shall indemnify the Sellers, as the case may be, only for the total
amount of claims in excess of $250,000 and (B) nothing in this Section 9(e)(i)
shall apply to any Adjustment Amount, any excess of Gross-Up Amount to be paid
by a Party under this Agreement, any 338 Benefit Amount or any Seller
Transaction Expenses and (ii) the obligation of (A) any Seller to indemnify the
Buyer and (B) the obligation of the Buyer to indemnify the Sellers, under this
Section 9 shall, be extinguished upon the payment of such Seller to the Buyer or
the payment of the Buyer to the Sellers, as the case may be, pursuant to this
Section 9 of an amount in the aggregate equal to the cash proceeds received by
such Seller pursuant to Section 2(b)(i) hereof, plus all amounts payable to such
Seller under the Buyer Note delivered to such Seller at the Closing, after
giving effect to the Adjustment Amount.

10. TERMINATION.

(a) TERMINATION OF AGREEMENT. The Parties may terminate this Agreement as
provided below:

                  (i) the Buyer, and Sellers may terminate this Agreement by
         mutual written consent at any time prior to the Closing;



                                       40
<PAGE>

                  (ii) the Buyer may terminate this Agreement by giving written
         notice to the Sellers at any time prior to the Closing (A) in the event
         that the Sellers have breached any representation, warranty or covenant
         contained in this Agreement and such breach could reasonably be
         expected to have a Material Adverse Effect, the Buyer has notified the
         Sellers of the breach, and the breach has continued without cure for a
         period of 30 days after the notice of breach; (B) if the Closing shall
         not have occurred on or before June 8, 2005, by reason of the failure
         of any condition precedent to have occurred (other than failure of the
         Parties to obtain any required governmental consent) under Section 8(a)
         hereof (unless the failure results primarily from the Buyer's breach of
         any representation, warranty or covenant contained in this Agreement);
         or (C) if the Closing shall not have occurred on or before June 8,
         2005, by reason of the failure of the Parties to obtain any required
         governmental consent (unless the failure results primarily from the
         Buyer's breach of any representation, warranty or covenant contained in
         this Agreement); and

                  (iii) the Sellers may terminate this Agreement by giving
         written notice to the Buyer at any time prior to the Closing (A) in the
         event the Buyer has breached any representation, warranty or covenant
         contained in this Agreement in any material respect, the Sellers'
         Representative has notified the Buyer of the breach, and the breach has
         continued without cure for a period of 30 days after the notice of
         breach; (B) if the Closing shall not have occurred on or before June 8,
         2005, by reason of the failure of any condition precedent to have
         occurred (other than failure of the Parties to obtain any required
         governmental consent) under Section 8(b) hereof (unless the failure
         results primarily from the Sellers' breach of any representation,
         warranty or covenant contained in this Agreement); or (C) if the
         Closing shall not have occurred on or before June 8, 2005, by reason of
         the failure of the Parties to obtain any required governmental consent
         (unless the failure results primarily from the Sellers' breach of any
         representation, warranty or covenant contained in this Agreement).

(b) EFFECT OF TERMINATION. If any Party terminates this Agreement pursuant to
Section 10(a), all rights and obligations of the Parties hereunder shall
terminate without any liability of any Party to the other Party (except for any
liability of any Party then in breach).

11. MISCELLANEOUS.

(a) PRESS RELEASES AND PUBLIC ANNOUNCEMENTS. No Party shall issue any press
release or public announcement relating to the subject matter of this Agreement
prior to the Closing without the prior written approval of the other Party. The
Parties agree to prepare and issue mutually acceptable press releases on or
promptly after the Closing announcing the transactions contemplated hereby.

(b) THIRD-PARTY BENEFICIARIES. Except as contemplated by Sections 6(e), 7(f) or
11(k), this Agreement shall not confer any rights or remedies upon any Person
other than the Parties and their respective successors and permitted assigns.

(c) ENTIRE AGREEMENT. This Agreement (including the documents referred to
herein) constitutes the entire agreement between the Parties with respect to the
subject matter hereof and



                                       41
<PAGE>

supersedes any prior understandings, agreements, or representations by the
Parties, written or oral, to the extent they are related to the subject matter
of this Agreement.

(d) SUCCESSION AND ASSIGNMENT. This Agreement shall be binding upon and inure to
the benefit of the Parties named herein and their respective successors and
permitted assigns. No Party may assign either this Agreement or any of its
rights, interests or obligations hereunder without the prior written approval of
the Buyer or the Sellers; PROVIDED, HOWEVER, that without the consent of any
other parties the Buyer may (i) collaterally assign its rights hereunder to one
or more lenders or (ii) assign its rights and obligations hereunder after the
Closing to any Person who acquires all or a material portion of the assets or
equity of the Company or Buyer.

(e) COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.

(f) HEADINGS. The Section headings contained in this Agreement and the
Disclosure Schedule are inserted for convenience only and shall not affect in
any way the meaning or interpretation of this Agreement or the Disclosure
Schedule.

(g) NOTICES. All notices, requests, demands, claims and other communications
hereunder shall be in writing. Any notice, request, demand, claim or other
communication hereunder shall be deemed duly given if personally delivered or
sent by registered or certified mail, return receipt requested, postage prepaid,
or by reputable overnight courier and addressed to the intended recipient as set
forth below:

        <TABLE>
        <CAPTION>
        <S>                                                     <C>
        If to the Sellers,:                                     Charles Steinmetz, as Sellers'
                                                                Representative
                                                                1751 Via Amalfi
                                                                Winter Park, Florida  32789

        With a copy to (which shall not constitute              Greenberg Traurig LLP
        notice to the Sellers):                                 450 South Orange Avenue
                                                                Suite 650
                                                                Orlando, FL 32801
                                                                Attention: Russell P. Hintze

        If to the Buyer:                                        Sunair Southeast Pest Holdings, Inc.
                                                                3005 SW 3rd Ave
                                                                Fort Lauderdale, FL 33315-3312
                                                                Attention: President
</TABLE>


                                       42
<PAGE>

        <TABLE>
        <CAPTION>
        <S>                                                     <C>
        With a copy to (which shall not constitute              Akerman Senterfitt
        notice to the Buyer):                                   SunTrust International Center - 28th Floor
                                                                One Southeast Third Avenue
                                                                Miami, Florida 33131-1714
                                                                Attention: Stephen K. Roddenberry, Esq.

</TABLE>

Any Party may send any notice, request, demand, claim or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including messenger service, telecopy, telex, ordinary mail or
electronic mail), but no such notice, request, demand, claim, or other
communication shall be deemed to have been duly given unless and until it
actually is received by the intended recipient. Any Party may change the address
to which notices, requests, demands, claims and other communications hereunder
are to be delivered by giving the other Party notice in the manner herein set
forth.

(h) GOVERNING LAW; JURISDICTION; VENUE. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Florida (i.e.,
without giving effect to any choice or conflict of law provision or rule
(whether of the State of Florida or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Florida).
Each of the Parties submits to the exclusive jurisdiction of any federal court
sitting in Orange County, Florida, in any action or proceeding arising out of or
relating to this Agreement and agrees that all claims in respect of the action
or proceeding shall be heard and determined in any such court. Each of the
Parties waives any defense of inconvenient forum to the maintenance of any
action or proceeding so brought.

(i) AMENDMENTS AND WAIVERS. No amendment of any provision of this Agreement
shall be valid unless the same shall be in writing and signed by the Buyer and
the Sellers.

(j) SEVERABILITY. Any term or provision of this Agreement that is invalid or
unenforceable in ANY situation in any jurisdiction shall not affect the validity
or enforceability of the remaining terms and provisions hereof or the validity
or enforceability of the offending term or provision in any other situation or
in any other jurisdiction.

(k) EXPENSES. Except as otherwise provided in this Agreement , each of the
Parties shall bear its own fees, costs and expenses (including, without
limitation, legal, accounting, consulting and investment advisory fees and
expenses) incurred in connection with this Agreement and the transactions
contemplated hereby, To the extent that any Seller Transaction Expenses,
including brokers' fees, are payable after the Closing, they shall be paid by
the Sellers.

(l) CONSTRUCTION. The Parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the Parties and no presumption or burden of proof shall arise favoring or
disfavoring any Party by virtue of the authorship of any of the provisions of
this Agreement. Any reference to any federal, state, local or foreign statute or
law shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise. When a reference is made in
this Agreement to an article, section , paragraph, clause, schedule or exhibit,
such reference shall be deemed to be to this Agreement



                                       43
<PAGE>

unless otherwise indicated. Whenever the words "include," "includes," or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation." As used herein, words in the singular will be
held to include the plural and VICE VERSA (unless the context otherwise
requires), words of one gender shall be held to include the other gender (or the
neuter) as the context requires, and the terms "hereof," "herein," and
"herewith" and words of similar import will, unless otherwise stated, be
construed to refer to this Agreement as a whole and not to any particular
provision of this Agreement. The phase "made available" in this Agreement shall
mean that the information referred to has been made available if requested in
writing by the party to which such information is to be made available. Any time
period provided for in this Agreement which shall end on a Saturday, Sunday or a
legal holiday shall extend to 5:00 p.m. of the next full business day.

(m) EXHIBITS; DISCLOSURE SCHEDULE. The Exhibits to this Agreement and the
Disclosure Schedule are incorporated herein by reference and made a part hereof.
The inclusion of information in the Disclosure Schedule shall not be construed
as an admission that such information is material to the Company. The section
numbers in the Disclosure Schedule will correspond to the Section numbers in
this Agreement. A disclosure in a Disclosure Schedule shall relate only to the
section of this Agreement to which such Disclosure Schedule expressly refers
and, unless it expressly and specifically cross-references disclosure in another
section, shall not be deemed to refer to other sections.

(n) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO
SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.

12. SELLERS' REPRESENTATIVE.

(a) Each of the Sellers irrevocably constitutes and appoints Charles P.
Steinmetz (the "Sellers' Representative") as such Person's true and lawful
attorney-in-fact and agent and authorizes him acting for such Person and in such
Person's name, place and stead, in any and all capacities to do and perform
every act and thing required or permitted to be done in connection with the
transactions contemplated by this Agreement, the Buyer's Note and all of the
other documents, agreements and instruments (collectively, the "Transaction
Documents") contemplated hereby, as fully to all intents and purposes as such
Person might or could do in person, including, without limitation:

                  (i) execute and deliver any and all of the Transaction
         Documents;

                  (ii) execute and deliver such amendments, modifications,
         alterations and waivers to the Transaction, Documents from time to time
         as the Sellers' Representative deems necessary or advisable;

                  (iii) designate accounts for payment of the Purchase Price,
         and any other amounts owed to the Sellers pursuant to the Transaction
         Documents;

                  (iv) determine and reach agreement with the Buyer on the
         Adjustment Amount (and the components thereof);



                                       44
<PAGE>

                  (v) deliver and receive opinions, certificates and other
         documents required at or in connection with Transaction Documents or
         the transactions contemplated hereby or thereby, and to agree to
         waivers or modifications of any such opinions, certificates or other
         documents;

                  (vi) determine the presence (or absence) of claims for
         indemnification against the Buyer pursuant to Section 9;

                  (vii) deliver all notices required to be delivered by such
         Person under this Agreement, including, without limitation, any notice
         of a claim, for which indemnification is sought under Section 9, any
         notice of a third party claim under Section 9 above, and any notice of
         a dispute under Section 9;

                  (viii) receive all notices required to be delivered to such
         Person under this Agreement, including, without limitation, any notice
         of a claim for which indemnification is sought under Section 9, any
         notice of a third party claim under Section 9, and any notice of a
         dispute under Section 9; and

                  (ix) take any and all action on behalf of such Person from
         time to time as the Sellers' Representative may deem necessary or
         desirable to resolve and/or settle claims under this Agreement,
         including, without limitation, Section 9.

Each of the Sellers grants unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing necessary or desirable
to be done in connection with the transactions contemplated by this Agreement
and the agreements contemplated hereby, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
that the Sellers' Representative may lawfully do or cause to be done by virtue
hereof. Each of the Sellers acknowledges and agrees that upon execution and
delivery by the Sellers' Representative of this Agreement and the agreements,
documents or instruments contemplated hereby or any amendments, modifications,
alterations or waivers hereof or thereof or any other agreements, opinions,
certificates and other documents executed and delivered by the Sellers'
Representative pursuant to this Section 12, such Person shall be bound by such
documents as fully as if such Person had executed and delivered such documents.

(b) Each Seller agrees that the Buyer shall be entitled to rely on any action
taken by the Sellers' Representative, on behalf of the Stockholders, pursuant to
Section 12(a) (each, an "AUTHORIZED ACTION"), and that each Authorized Action
shall be binding on each Seller as fully as if such Seller had taken such
Authorized Action. The Buyer agrees that the Sellers' Representative shall have
no personal liability to the Buyer for any Authorized Action, except to the
extent that such Authorized Action is found by a final order of a court of
competent jurisdiction to have constituted fraud or willful misconduct.

         [IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first above written.

                            [SIGNATURE PAGE FOLLOWS]




                                       45
<PAGE>
                                       THE BUYER:

                                       SUNAIR SOUTHEAST PEST HOLDINGS, INC.

                                       By: /s/ Richard C. Rochon
                                           -------------------------------------
                                       Name: Richard C. Rochon
                                       Title:Chairman


                                       THE SELLERS:


                                       /s/ Charles P. Steinmetz
                                       -----------------------------------------
                                       Charles P. Steinmetz, Individually


                                       /s/ Gregory A. Clendenin
                                      ------------------------------------------
                                       Gregory A. Clendenin, Individually


                                       /s/ Gregory A. Clendenin
                                       -----------------------------------------
                                       Gregory A. Clendenin, as Trustee of the
                                       Gregory A. Clendenin Trust, dated
                                       9/11/97, as amended

                                       SunTrust Bank, as Trustee of the Charles
                                       P. Steinmetz Irrevocable Trust for the
                                       Benefit of Matthew A. Steinmetz, dated
                                       April 22, 2002


                                       By: /s/ Michael H. Cook
                                           -------------------------------------
                                           Name: Michael H. Cook
                                           Title:  First Vice President

                                       SunTrust Bank, as Trustee of the Charles
                                       P. Steinmetz Irrevocable Trust for the
                                       Benefit of Louis Steinmetz, dated April
                                       22, 2002


                                       By: /s/ Michael H. Cook
                                           -------------------------------------
                                           Name: Michael H. Cook
                                           Title:  First Vice President



                                       46
<PAGE>


                       JOINDER BY SUNAIR ELECTRONICS, INC.


Sunair Electronics, Inc, a Florida corporation, hereby joins in the foregoing
Stock Purchase Agreement solely for the purposes of agreeing to and
acknowledging its obligations under the Stock Purchase Agreement relating to the
issuance of the Parent Common Stock as part of the Transaction Consideration and
its registration obligations under Section 7(g) of the foregoing Stock Purchase
Agreement.

                                      SUNAIR ELECTRONICS, INC


                                      By: /s/ Richard C. Rochon
                                          --------------------------------------
                                      Name:Richard C. Rochon
                                      Title:Chairman




                                       47
<PAGE>
                             EXHIBITS AND SCHEDULES

EXHIBIT A            Form of Buyer Note
EXHIBIT B            Change of Control Payments
EXHIBIT C            Form of Seller's Legal Opinion
EXHIBIT D1           Form of Clendenin Employment Agreement
EXHIBIT D2           Form of Noncompetition Agreement
EXHIBIT E            Form of Buyer's Legal Opinion



Schedule 1           Sellers
Schedule 2           Allocation Schedule
Schedule 3(a)        Noncontravention
Schedule 3(b)        Corporate Status
Schedule 3(c)        Assets
Schedule 3(d)        Capitalization
Schedule 3(e)        Shareholders
Schedule 3(f)        Financial Statements
Schedule 3(g)        Absence of Certain Developments
Schedule 3(h)        Undisclosed Liabilities
Schedule 3(i)        Legal Compliance
Schedule 3(j)        Tax Matters
Schedule 3(k)        Real Property
Schedule 3(l)        Intellectual Property
Schedule 3(m)        Contracts
Schedule 3(n)        Insurance
Schedule 3(o)        Litigation
Schedule 3(p)        Employees
Schedule 3(q)        Employee Benefit Plans
Schedule 3(r)        Environmental
Schedule 3(s)        Certain Business Relationships
Schedule 3(t)        Company Permits
Schedule 3(u)(i)     Accounts Receivable
Schedule 3(u)(ii)    Inventory
Schedule 3(v)        Guarantees
Schedule 3(w)        Banks and Depositories
Schedule 3(x)        Books and Records
Schedule 3(x)        Customers and Suppliers
Schedule 3(z)        Pest Treatment
Schedule 3(aa)       Names, Prior Acquisitions; Business Locations
Schedule 5(c)        Noncontravention
Schedule 8(a)(vi)    Seller Required Consents
Schedule 8(a)(vii)   Persons to sign Non-Solicitation, Non-Compete and
                     Confidentiality Agreements
Schedule 8(b)(vii)   Buyer Required Consents



                                       48
<PAGE>

                                   SCHEDULE 1



                                     SELLERS



<TABLE>
<CAPTION>
                                                                                 Class of        Number of
                                                                                 Shares          Shares
                                                                                 --------        ---------

<S>                                                                              <C>             <C>
Charles P. Steinmetz                                                             A               400
                                                                                 B               1,600
The Charles P. Steinmetz Irrevocable Trust for the Benefit of Matthew A.         B               1,000
Steinmetz, dated April 22, 2002

The Charles P. Steinmetz Irrevocable Trust for the Benefit of Louis Steinmetz,   B               1,000
dated April 22, 2002

Gregory A. Clendenin, as Trustee of the Gregory A. Clendenin Trust, dated        A               100
9/11/97, as amended

                                                                                 B               900
</TABLE>




                                       49
<PAGE>
                                   SCHEDULE 2




<TABLE>
<CAPTION>
                                                        Amount of                                  Percentage
                                                      Cash Portion             Number of               of
                                                     of Transaction        Shares of Parent       Transaction
                                                      Consideration          Common Stock        Consideration
                                                     --------------        ----------------      -------------
<S>                                                   <C>                       <C>                   <C>
Charles P. Stenimetz                                  $14,000,000               433,839               40%

The Charles P. Steinmetz Irrevocable Trust for          $7,000,000              216,920               20%
the Benefit of Matthew A. Steinmetz, dated April
22, 2002

The Charles P. Steinmetz Irrevocable Trust for          $7,000,000              216,920               20%
the Benefit of Louis Steinmetz, dated April 22,
2002

Gregory A. Clendenin, as Trustee of the Gregory         $7,000,000              216,920               20%
A. Clendenin Trust, dated 9/11/97, as amended

TOTAL                                                 $35,000,000              1,084,599              100%

</TABLE>




The estimated Gross-Up Amount due the Sellers is $0.

The Buyer's Note is to be issued as one promissory note jointly to the Sellers.



                                       50
</TEXT>
</DOCUMENT>
