ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (the "Agreement"), dated as of ________ _____, 20__ (the "Signing

Date"), is by and between SOUTHERN CALIFORNIA MATERIAL HANDLING, INC., a Delaware corporation, or its assigns ("Purchaser"), VLS, INC., an Oregon corporation ("Seller"), MICHAEL SNYDER, an individual residing at 23520 Rapid Brook Rd. Diamond Bar, CA ("Snyder"), and VERONIKA SNYDER ("Veronika Snyder"), an individual residing at 23520 Rapid Brook Rd. Diamond Bar, CA (collectively, the "Parties"). W I T N E S S E T H: WHEREAS, Seller is in the business of providing maintenance and repair services for all brands of forklifts, as well as sales of related parts, short-term and long-term forklift rentals, and sales of new and used related equipment in Los Angeles and Orange counties, California (the "Business"), with offices and facilities at 1265 N. Grove Street, Anaheim, California (the "Premises"); WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, certain assets of Seller, and Purchaser desires to assume certain liabilities of Seller; and WHEREAS, the Parties desire to set forth the terms and conditions of their agreement; NOW THEREFORE, for and in consideration of the premises, and the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1.

Purchase and Sale.

1.1 Purchase and Sale. On the terms of and subject to the conditions of this Agreement, at the Closing (as defined below), Seller shall grant, sell, assign, transfer, convey and deliver to Purchaser, free and clear of all liens, claims, encumbrances and interests other than Permitted Encumbrances as defined in Section 3.3, and Purchaser shall acquire from Seller, certain assets of Seller (collectively, the "Purchased Assets"), which Purchased Assets shall consist of the following: (a) Certain furniture, fixtures, equipment, supplies, accessories, materials, service vehicles, delivery vehicles, rental fleet

inventory, shop tools and other tangible personal property (excluding computer hardware and software) that are owned, leased or otherwise utilized by the Seller in connection with the Business (the "FF&E"), as set forth on Schedule l.1 (a)-l (which describes FF&E owned by Seller) and Schedule 1,1(a)-2 (which describes FF&E leased or otherwise utilized by Seller in connection with the Business) attached hereto, and all right, title and interest in and to the warranties and guarantees, if any, originally given to Seller, or its predecessors, relating to all or any portion of any of the FF&E, to the extent such warranties or guaranties are assignable; (b) All inventory used or usable in the Business and saleable in the ordinary course of business, including but not limited to inventory listed on Schedule 1.1 (b) attached hereto (the "Inventory"), and excluding consigned inventory; (c) Certain contracts, leases and agreements to which Seller is a party as set forth on Schedule 1.l(c) attached hereto (the "Assigned Contracts"); (d) To the extent permitted by applicable law, certain computer hardware and computer software owned, leased, licensed to or otherwise utilized by Seller in connection with the Business, as set forth in Schedule 1.l(d) attached hereto (collectively, the "Computer Hardware and Software"); (e) All intellectual property, and all marketing literature and other marketing materials owned, leased, or licensed by the Seller, and related to the Business (the "Intellectual Property"); Copies of all vendor lists, customer lists, customer files and records, cost and pricing information, ad valorem and sales tax records related to the Purchased Assets and all other books and records of the Seller related to the Business (but not including Seller's income tax records);
(f)

(g) To the extent permitted by applicable law, all licenses, permits, and certifications held by the Seller related to the Purchased Assets (collectively, the "Licenses and Permits"); (h) All rights that Seller has in the web sites, URL's and domain names used by the Seller in connection with the Business; (i) All prepaid claims, prepaid expense items, credits, advance payments, security and other deposits made by Seller to any other person or entity relating to the Purchased Assets or the conduct of the

Business, except as the same relate to Taxes;

(j) All rights that Seller has in the goodwill associated with the Purchased Assets and the Business;

(k) All rights (but no liabilities) of Seller pertaining to any causes of action, lawsuits, judgments, claims, demands, counterclaims, set-offs or defenses Seller may have with respect to the Purchased Asset and the Business; and (1) All right, title and interest, if any, in the address, telephone and facsimile numbers used in connection with the Business of the Seller.
1.2 Excluded Assets. Except for the Purchased Assets specifically described in Section 1.1, no other assets of Seller (collectively, the "Excluded Assets") shall be conveyed pursuant to this Agreement. Without limiting the foregoing, inventory consigned to Seller, and the items listed on Schedule 1.2 attached hereto, shall be Excluded Assets. 1.3 Assumed Liabilities. Except for the obligations of Seller under the Assigned Contracts that accrue or arise following the Closing Date (as defined below) (the "Assumed Liabilities"), Purchaser shall not assume or be subject to, or in any way be liable or responsible for any liabilities or obligations of Seller, including but not limited to obligations arising under or in connection with Seller's lease of the Premises. 2. 2.1 Purchase Price and Prorations. Purchase Price.

(a) As consideration for the transfer of the Purchased Assets to Purchaser by Seller, Purchaser shall pay the following amounts, not to exceed $750,000.00 in the aggregate, payable as follows:
(i) $350,000.00 (the "Cash Portion"), less an amount equal to the aggregate of the pay-off amounts of the outstanding loans described on Schedule 2.1(a) relating to the vehicles described thereon (the "Aggregate Pay-Off Amount") (which Aggregate Pay-Off Amount shall be promptly paid by Purchaser to those lenders identified on such schedule after the Closing), with the balance of the Cash Portion payable by Purchaser to Seller at the Closing (the "Closing Payment");

(ii)

$100,000.00, to be retained by Purchaser until thirty

(30) days after the Closing Date, at which time such amount, less the amount by which the Net Asset Amount is less than $450,000.00, if any, as outlined in Section 2.1 (b) of this Agreement, shall be paid by Purchaser to Seller, with the balance (if any) being the sole property of Purchaser; and (iii) $300,000.00, payable to Seller as follows: (x) $200,000.00 payable twelve (12) months after the Closing Date (the "First Retention Payment Date"), and (y) $100,000.00 payable eighteen (18) months after the Closing Date (the "Final Retention Payment Date") (collectively, the "Retention Payment"), which shall be subject to reduction as set forth in Section 7.2 of this Agreement. For the avoidance of doubt, in the event that the Retention Payment has been reduced by $200,000 or more pursuant to Section 7.2 of this Agreement on or prior to the First Retention Payment Date, no amount of the Retention Payment shall be payable at that time, and in the event that the entire amount of the Retention Payment (or the balance of the Retention Payment remaining after the First Retention Payment Date) has been reduced to zero on or prior to the Final Retention Payment Date pursuant to Section 7.2 of this Agreement, no amount of the Retention Payment shall be payable at that time (the amounts described hereinabove being, collectively, the "Purchase Price"). Notwithstanding the foregoing, Seller and Purchaser shall prorate the personal property and other similar property or use taxes, if any, on or with respect to the Purchased Assets, as of the Closing Date, on the basis of the actual number of days each party had possession or use during the applicable calendar year. (b) As used herein, "Net Asset Amount" shall mean the sum of
(i) the NetBook V alue of that portion of the FF&E reported by Seller on that certain balance sheet provided by Seller to Purchaser and dated

March 31, 2008 (a copy of which is attached hereto as Schedule 2.l(b) (the "March Balance Sheet"), less $17,200, which amount reflects one-half (1/2) of the balance owed with respect to that certain service van purchased by Seller in the first quarter of 2008, (ii) the Net Book Value of that portion of the Computer Hardware and Software reported by Seller on the March Balance Sheet, and (iii) the value of the Inventory as of the Closing Date, as computed using Seller's "first in, first out" methodology, and subject to the provisions of Section 7.10 of this Agreement (with such valuation being subject to a reduction for any defects or other matters impacting salability, and being further reduced by $17,000.00, which amount reflects excess supply as agreed upon by the Parties).

(c) As used herein, "Net Book Value" shall mean Seller's actual historical cost of each asset, less all depreciation which was computed by Seller (or which should have been computed by Seller) through March 31, 2008, using the historical depreciation method adopted by the Seller for that asset or, if a new asset, for comparable assets, it being agreed by Seller that it's method for computing depreciation is permitted by the Internal Revenue Code of 1986, as amended (the "Code"). 2.2 Allocation of Purchase Price. The Purchase Price shall be allocated among the Purchased Assets and the covenant not-to-compete contained in Section 7.6 of this agreement within sixty (60) days after the Closing Date, which allocation shall be attached hereto as Schedule 2.2 (the "Purchase Price Allocation"). Such Purchase Price Allocation shall be as designated by the Purchaser, subject to the consent of Seller which shall not be unreasonably delayed, conditioned or denied. The allocation of the Purchase Price pursuant to this provision shall be used by Seller and Purchaser for all tax purposes and they shall take no position inconsistent or contrary thereto. 3. Representations and Warranties of the Seller. Seller, Snyder and Veronika Snyder (collectively, the "Seller Parties"), jointly and severally, make the following representations and warranties, all of which shall be true and correct as of the Signing Date: 3.1 Organization and Existence. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Oregon and has all requisite corporate power and authority to own, lease and otherwise operate its properties and assets and to carry on its business as now being conducted, and has all licenses, franchises, permits and other governmental authorizations required under all applicable laws, regulations, ordinances and orders of public authorities to carry on its business in the places and in the manner as now conducted except where any such failure would not have a material adverse affect on the Purchased Assets or the Business. Seller has delivered to Purchaser complete and correct copies of the Articles of Incorporation and Bylaws of Seller in effect on the Closing Date, and all amendments thereto (collectively, the "Corporate Documents"). Seller has obtained the requisite Approval of the shareholders and board of directors of the Seller as required by applicable law and the Seller's company documents to enter into this Agreement and to be bound by the terms hereof 3.2 No Conflict with Other Instruments. The execution, delivery and of this Agreement by Seller will not result in (i) a violation or breach of any term or provision under its Corporate Documents, as amended to date, or any resolution of the board of directors or shareholders of Seller, (ii) a violation or breach of any term or provision of, or constitute a default or

accelerate the performance required under any note, bond, debenture, indenture, contract, security agreement, trust agreement, lien, mortgage, license, franchise, permit, lease, guaranty, joint venture agreement, or other agreement or instrument to which Seller is a party or by which Seller or its assets are bound, or (iii) violate any order, writ, injunction or decree of any court, administrative agency or governmental body. 3.3 Title to and Condition of Purchased Assets.

(a) Seller has good and marketable title to or right to use the Purchased Assets, is in possession of all of the Purchased Assets and, upon the Closing Date, will convey to Purchaser good and marketable title to the Purchased Assets free and clear of All liens, claims, security interests and encumbrances, except as set forth on Schedule 3.3(a) attached hereto (the liens, claims, security interests and encumbrances set forth on such schedule being the "Permitted Encumbrances"). Except for Permitted Encumbrances, there are no recorded or unrecorded liens against the Purchased Assets. None of the Seller Parties has knowledge of any sales or personal property taxes of any kind due and unpaid by Seller on any of the Purchased Assets. (b) The FF&E are in good working order, and in a state of good repair with no deferred maintenance, ordinary wear and tear excepted. (c) The Inventory is in good condition, is of good quality, and is saleable in the ordinary course of business. 3.4 Approvals, Consents, Etc. Except as set forth on Schedule 3.4 attached hereto, no consent, authorization, waiver by or filing with any governmental agency, vendor or other third party is required to be obtained or made by Seller in connection with the execution or performance of this Agreement or the taking of any action contemplated hereby. 3.5 Tax Matters. Seller has provided to Purchaser copies of all federal and state income tax returns (and schedules thereto), and requests for extension thereof, of Seller for years 2004, 2005, 2006 and 2007, and Seller has filed or timely filed requests for extensions of, all federal, foreign, state, county, and local tax returns required to be filed by it for periods ending on or before the Closing Date ("Tax Returns"). All such Tax Returns were correct and complete in all material respects. Seller has paid all Taxes shown to be due on such returns before such payments became delinquent. For purposes of this paragraph, the term "Taxes" shall mean, without limitation, income taxes, franchise taxes, payroll taxes, sales taxes, and ad valorem taxes. The liabilities for such Taxes are properly reflected in the balance sheets of Seller and represent, as of the date thereof, reasonable

provision for the payment of all accrued and unpaid Taxes of Seller accrued through that date, whether or not disputed, as well as deferred Taxes required under generally accepted accounting principles. The Tax Returns of Seller are not currently under audit by any federal, state or foreign taxing authorities and has never been so audited by federal or state Authorities. There are no agreements, waivers or other arrangements providing for an extension of time with respect to the payment of any Tax or the assessment of any Tax or deficiency of any nature against Seller, nor are any suits or any other actions, proceedings, investigations or claims now pending or, to the knowledge of the Seller Parties, threatened against Seller with respect to any Tax or assessment, nor are any matters under discussion with any federal, state, foreign or local authority relating to any such Taxes or assessments, or to any claims for additional Taxes or assessments asserted by any such authority.

3.6 Litigation. Except as set forth on Schedule 3.6 attached hereto, Seller has not received notice of any claims, actions, suits, investigations or proceedings, pending against or threatened against Seller or any of its assets or properties, or which question the validity or legality of the transactions contemplated hereby, at law or in equity or before or by any court or federal, state, municipal or other governmental department, commission, board, agency or instrumentality. To the knowledge of the Seller Parties, neither Seller nor the Purchased Assets are subject to any court or administrative order, writ, injunction or decree, and there does not exist any violation of or default with respect to any order, writ, injunction or decree of any court or federal, state, municipal or other governmental department, commission, board, agency, instrumentality or arbitrator to which Seller is a party. 3.7 Assigned Contracts. Each Assigned Contract is valid and in full force and effect without any material default, waiver or indulgence thereunder by Seller or, to the knowledge of the Seller Parties, by any other party thereto, and Seller has not received any notice, written or oral, of any claim, charge or threat that Seller has breached any Assigned Contract. Neither Seller nor, to the knowledge of the Seller Parties, has any other party violated any provision thereof, or committed or failed to perform any act which with or without notice, lapse of time or both would constitute a default under the provisions of, any Assigned Contract. The enforceability of any Assigned Contract will not be affected in any manner by the existence of this Agreement, or the consummation of the transactions contemplated hereunder. 3.8 Computer Hardware and Software. Seller has the legal right to use all Computer Hardware and Software which is being used by its Business as conducted as of the Closing Date, and all such rights are free and clear of all liens and encumbrances except as reflected in any agreements pursuant to which such Computer Hardware and Software are leased to or were purchased by Seller. Seller has not received any notice of or has any reason to believe that use of the Computer Hardware and Software by Seller is interfering with, infringing upon or otherwise violating the rights of any third party in or to such Computer Hardware and Software, and no proceedings have been instituted

against Seller or notices received by Seller alleging that the use or proposed use of any Computer Hardware or Software by it infringes upon or otherwise violates any rights of a third party in or to such Computer Hardware and Software.

3.9 Intellectual Property. Seller has the legal right to use the Intellectual Property, and all such rights are free and clear of all liens and encumbrances and, have not been the subject of a claim of infringement of another's rights or the subject of any interference, opposition or cancellation proceedings. To the knowledge of the Seller Parties, the conduct of Seller's Business as of the Closing Date does not infringe any third party's logo, patent, service mark, trademark, trade name, copyright or other intellectual property.
3.10 Licenses and Permits. The Licenses and Permits that are part of the Purchased Assets are all the licenses, permits or certificates held by Seller and related to the Purchased Assets. The Licenses and Permits are valid and in full force and effect, and Seller has not received any notice, written or oral, of any claim, charge or threat that Seller has breached any requirement necessary for the retention of any such Licenses and Permits. The enforceability of the Licenses and Permits will not be affected in any manner by the existence of this Agreement, or the consummation of the transactions contemplated hereunder. 3.11 Financial Statements. Seller has heretofore furnished Purchaser with complete copies of (i) unaudited financial statements relating to it for the fiscal years ended 2005, 2006 and 2007, and (ii) unaudited year-todate financial statements of Seller as of March 31, 2008, including income statements through such dates and balance sheets as of such dates (collectively, the "Financial Statements"). The Financial Statements are true and complete in all material respects, have been prepared from the books and records of the Seller, as applicable, in accordance with accepted accounting principles consistently applied throughout the entire period presented (except as disclosed therein) for the periods reflected therein. The balance sheets of the Seller contained within the Financial Statements fairly present the financial condition of the Seller (including all tax accruals) as of their respective dates; and the income statements contained within the Financial Statements fairly present the results of operations of the Seller for their respective periods. None of the Financial Statements, as of the dates and the periods thereof, misstates or omits any liability, absolute or contingent, the omission of which renders the Financial Statements misleading in any material way. 3.12 Absence of Undisclosed Liabilities. Except as reflected in the Financial Statements, Seller does not have any material liabilities, debts or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due, including, without limitation, liabilities, debts or obligations on account of Taxes or other governmental charges, or penalties, interest or fines thereon or in respect thereof, regardless of whether such liabilities are normally shown or reflected on its balance sheet, that in any way

might affect the Purchased Assets or the Business of Seller. The term "material" contained in the preceding sentence shall refer to liabilities, debts or obligations aggregating in excess of$500.00. Seller is not in default in respect of any material term or condition of any indebtedness or liability. None of the Seller Parties has knowledge of any assertion against Seller, or any of its property, of an liability, debt or obligation not disclosed in this Agreement or in the schedules delivered to Purchaser pursuant to this Agreement that would have any effect on the Purchased Assets. 3.13 Compliance with Law. The Seller is in compliance with all federal, state and local laws, regulations, permits, orders and decrees, including those relating to protection of the environment, immigration and employee health and safety, except for any failure to comply which would not, alone or in the aggregate, have a material adverse effect on the Purchased Assets or the Business. 3.14 Absence of Certain Changes. Since November, 2006, except as set forth in Schedule 3.14 attached hereto, Seller has conducted the Business only in the ordinary course and consistent with prior practice in all material respects and Seller has not: (a) suffered any material damage, destruction or loss, whether covered by insurance or not, or material adverse change, affecting the Business, including but not limited to its condition, operations or assets; (b) paid or otherwise made any contribution to any profit-sharing or pension plan or other Plan (as defined in Section 3.16 below), except as may be required or permitted by Seller's 401(k) pension, profit sharing plan or other Plan consistent with past practices and procedures; (c) other than in the ordinary course of business, cancelled or compromised any debts, or waived or permitted to lapse any material claims or rights, or sold, assigned, transferred or otherwise disposed of, any material properties or assets (real, personal or mixed, tangible or intangible); (d) except in the ordinary course of business, granted any increase in the compensation of any officer, employee or consultant of Seller (including any such increase pursuant to any bonus, pension, profitsharing or other plan or commitment) or any increase in the compensation payable or to become payable to any officer, employee or consultant;

(e) been threatened in writing or verbally with the loss of any employee, material supplier or material customer or group of related suppliers or customers, and Seller has no reason to believe that any employee, material supplier or material customer or group of related

suppliers or customers may terminate or revise its relationship with Seller; (f) been placed on probation or been removed as an approved vendor by any of its customers; (g) amended adversely to Seller or terminated any contract, agreement or permit of Seller that is material to the Business of Seller, taken as a whole; or (h) become aware of any other event or condition that has had or could reasonably be expected to have a material adverse effect on the Business. 3.15 Mechanics. All of the mechanics set forth on Schedule 3.15 attached hereto (the "Mechanics") are employed by Seller as of the Closing Date, and the information regarding compensation, bonuses, accrued vacation, length of tenure with Seller, and list of certifications for each such Mechanic as set forth on Schedule 3.15 attached hereto is accurate and complete. 3.16 Employee Benefit Plans. Except as described on Schedule 3.16, Seller does not sponsor, maintain, contribute to or have an obligation to contribute to, and has not at any time within six (6) years prior to the Closing Date sponsored, maintained, contributed to or had an obligation to contribute to, an employee benefit plan (a "Plan") within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA. Further, with respect to any Plan that is sponsored, maintained, or contributed to, or has been sponsored, maintained, or contributed to within six (6) years prior to the Closing Date, by any corporation, trade, business, or entity under common control with Seller within the meaning of Section 414(b), (c) or (m) of the Code or Section 4001 of ERISA ("Commonly Controlled Entity"), to the knowledge of the Seller Parties (a) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (b) no liability to the Pension Benefit Guaranty Corporation has been incurred by any Commonly Controlled Entity, which liability has not beel1 satisfied, (c) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred, and (d) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code have been timely made.

3.17 Employment Law Matters. (a) To the knowledge of the Seller Parties, Seller (i) is in compliance in all material respects with all applicable laws respecting employment, employment practices, terms and conditions of employment and wages and hours; (ii) is in compliance in all material

respects with all applicable laws and regulations relating to the employment of aliens or similar immigration matters; and (iii) is not engaged in any unfair labor practice, including, but not limited to, discrimination or wrongful discharge.
(b) Seller has not at anytime during the last three (3) years had, nor to the knowledge of Seller, is there now threatened, a strike, picket, work stoppage, work slowdown or other labor trouble, against or directly affecting Seller that had or may have a material adverse effect on the Business, taken as a whole.

(c) None of the employees of Seller employed in the Business are represented by a labor union, and no petition has been filed or proceedings instituted by any such employee or group of employees with any labor relations board (with service of process having been made on Seller) seeking recognition of a bargaining representative. Seller is not a party to any multi-employer collective bargaining agreement covering any of its employees. (d) There are no controversies or disputes (including any union grievances or arbitration proceeding) pending, or, to the knowledge of the Seller Parties, threatened, between Seller and any employees of Seller (or any union or other representative of such employees). To the knowledge of the Seller Parties, no unfair labor practice complaints have been filed and are pending against Seller in connection with the Business with the National Labor Relations Board or any other government body, and Seller has not received any written notice or communication reflecting an intention or a threat to file any such complaint. 3.18 Environmental Matters.
(a) Seller is in compliance in all material respects with all federal, state and local environmental laws, rules, regulations, standards and requirements, including, without limitation, those respecting hazardous materials and substances (including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. sec. 9601, et seq. ("CERCLA"); the Resource Conservation and Recovery Act, as amended, 42 U.S.C. sec. 6901. et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. sec. 1251, et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. sec. 9601, et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. sec. 11001, et seq.; the Safe Drinking Water Act, 42 U.S.C. sec. 30Of, et seq.; the Solid Waste Disposal Act, as amended; and all comparable state and local laws; and any common law (including without limitation common law that may impose strict liability)

that may impose liability or obligations on Seller for injuries or damages to, or threatened as a result of, the presence of or exposure to any hazardous materials or substances) (collectively, "Environmental Laws") as a result of the operation of the Business. The term "Environmental Laws" shall specifically exclude the Occupational Safety and Health Act, 29 U.S.C. sec. 651, et seq., or any other federal, state or local law, statute, ordinance, regulation or order governing worker safety or workplace conditions. Seller has obtained or caused to be obtained all material licenses or permits under Environmental Laws necessary for the operation of the Business so as to comply with all applicable Environmental Laws in all material respects.
(b) Seller has not received any written notice, report, or other communication regarding any violation, alleged violation, or potential liability under any Environmental Laws with respect to the Business or the Premises, and, to the knowledge of the Seller Parties, there are no facts or circumstances that would reasonably be expected to give rise to any such violation of any Environmental Laws. There are no writs, injunctions, decrees, orders or judgments outstanding, or any actions, suits, claims, proceedings or investigations pending or, to the knowledge of the Seller Parties, threatened, relating to compliance with or liability under any Environmental Law affecting the Premises. Seller has not received any written request for information, or been notified in writing that it is a potentially responsible party, under CERCLA or any similar law.

(c) Neither Seller nor, to the knowledge of the Seller Parties, any prior person or entity located at the Premises, has caused or allowed the generation, use, treatment, storage or disposal of hazardous materials at the Premises except (i) in accordance with all applicable Environmental Laws, or (ii) to the extent such generation, use, treatment, storage or disposal is immaterial.

3.19 Brokers and Finders. Seller will not incur any liability for any financial advisory fees, brokerage fees, commissions, or finder's fees due or claimed to be due to any broker, finder, agent, representative, consultant, or similar person retained by or whose claims arise from contact with Purchaser as a result of the completion of the transactions contemplated by this Agreement. 3.20 No Warranties. Schedule 3.20 attached hereto contains a list of Seller's top twenty (20) customers, based on revenue, over the twentyfour (24) months immediately prior to the Closing Date. Notwithstanding the foregoing, no statement, representation or warranty has been made by Seller to Purchaser with respect to (a) the likelihood of Seller's customers purchasing goods or services from Purchaser after the Closing Date; (b) the financial condition of Seller's customers; or (c) the existence of any exclusive rights of Seller to purchase goods from any vendor.

3.21 Indebtedness. Seller has paid in full any and all indebtedness related to or arising in connection with the Permitted Encumbrances, other than the indebtedness related to that certain service van purchased by Seller in the first quarter of 2008 and the indebtedness described on Schedule 2.1 (a) attached hereto. 3.22 Completeness. The representations, warranties and statements made by the Seller herein do not include any untrue statement of a material fact. 3.23 Miscellaneous. All agreements, reports and other documents furnished by Seller to Purchaser are true, accurate and complete copies of the agreements, reports and other documents they purport to be. 4. Representations and Warranties of Purchaser. Purchaser represents and warrants to and agrees with the Seller that: 4.1 Organization and Existence. Purchaser is a corporation duly organized and validly existing under the laws of the State of Delaware and has all requisite company power and authority to carry on its business as now conducted and to enter into and perform this Agreement. 4.2 Purchaser's Authority Relative to this Agreement. This Agreement has been duly executed and delivered by Purchaser, no further action is necessary with respect to Purchaser to execute, deliver and perform this Agreement, and this Agreement is a valid and binding obligation of Purchaser, enforceable in accordance with its terms. None of the execution, delivery or performance of this Agreement by Purchaser will: (a) Result in a violation or breach of any term or provision under the company agreement of Purchaser; (b) Violate any order, writ, injunction or decree of any court, administrative agency or governmental body; or (c) Require any consent, authorization or approval of any person, entity or governmental authority. 4.3 No Conflict with Other Instruments. The execution, delivery and performance of this Agreement by Purchaser will not result in a violation or breach of any term or provision of, or constitute a default or accelerate the performance required under, any indenture, mortgage, deed of trust or other contract or agreement to which Purchaser is a party or by which Purchaser or Purchaser's assets are bound, or violate any order, writ, injunction or decree of any court, administrative agency or governmental body.

4.4 Approvals, Consents, Etc. No consent, authorization, waiver by or filing with any governmental agency, vendor or other third party is required to be obtained or made by Purchaser in connection with the execution or performance of this Agreement or the taking of any action contemplated hereby. 4.5 Brokers and Finders. Purchaser will not incur any liability for any financial advisory fees, brokerage fees, commissions, or finder's fees due or claimed to be due to any broker, finder, agent, representative, consultant, or similar person retained by or whose claims arise from contact with Seller as a result of the completion of the transactions contemplated by this Agreement. 5. The Closing. Subject to the provisions of Section 6 of this Agreement, the closing of the transactions contemplated by this Agreement (the "Closing") shall take place on April 25, 2008 (the "Closing Date"), at the offices of Purchaser (or such other place as Purchaser and Seller so determine). At the Closing, upon the occurrence of the following events, Purchaser shall pay to Seller the Closing Payment: 5.1 Bring Down Certificate. Each of the Seller Parties will execute and deliver the bring-down certificate (the "Bring-Down Certificate") in the form attached hereto as Exhibit 5.1 to confirm the accuracy in all material respects of their respective representations and warranties in this Agreement as of the Closing Date. 5.2 Bill of Sale. Seller and Purchaser shall enter into the Bill of Sale in the form of Exhibit 5.2. Snyder and Veronika Snyder shall also execute the Bill of Sale to evidence the transfer to Purchaser of any right, title or interest that he or she has in any of the Purchased Assets. 5.3 Secretarys Certificate. The secretary of Seller shall execute a certificate certifying as to Seller's certificate of incorporation and bylaws and to the due adoption of resolutions adopted by its shareholders and board of directors authorizing the execution of this Agreement and each ancillary agreement to which it is a party and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated herein and therein. 5.4 Good Standing and Existence Certificate. Seller shall deliver to Purchaser a certificate for Seller from the state of Oregon evidencing its existence and good standing under the laws of such jurisdiction, which certificate shall be dated no earlier than ten (10) days prior to the Closing Date.

5.5 Release of Liens. Seller shall deliver to Purchaser evidence satisfactory to Purchaser of the release of any liens associated with the Purchased Assets, including but not limited to the Permitted Encumbrances, but excluding any liens related to that certain service van purchased by Seller in the first quarter of 2008 and the indebtedness described on Schedule 2.l(a) attached hereto.
5.6 Transfer of Title. Seller shall deliver to Purchaser certificates of title to the service vehicles, duly executed so as to reflect transfer of title of the same to Purchaser, as soon as is practicable, but no later than sixty (60) days after the Closing Date. 5.7 Employment Offer Letter. Snyder shall execute and deliver to Purchaser the employment offer letter (the "Snyder Offer Letter") in the form attached hereto as Exhibit 5.7, evidencing Snyder's acceptance of employment by Purchaser in accordance with the terms set forth therein. 5.8 Additional Documents. Purchaser and Seller shall execute and/or provide each other with copies of such other instruments and documents as they may reasonably deem necessary to (i) effect the transactions contemplated herein, and (ii) evidence the authority of the individuals executing the various documents with respect to the Closing. 6. Conditions to Closing. Notwithstanding any provision herein to the contrary, the obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction in full of all of the following conditions, unless waived by the Purchaser in writing:

(a) at least six (6) of the Mechanics shall have accepted employment by Purchaser prior to the Closing Date, to be effective on the Closing Date; (b) Purchaser shall have completed its due diligence investigation of Seller, its employees and its books and records to its satisfaction, prior to the Closing Date; and (c) all obligations of the Parties described in this Agreement and required to be performed on or prior to the Closing Date shall have been performed, and the delivery of all of the documents described in Section 5 of this Agreement (including but not limited to the Bring Down Certificates), in each case delivered in accordance with the terms set forth in Section 5. In the event that one or more of the conditions described herein is not satisfied in full on or prior to the Closing Date, Purchaser may terminate this Agreement without further

obligation by written notice to the Seller Parties. Notwithstanding the foregoing, in the event of such termination, (x) each Party shall promptly return any confidential information of another Party to such Party, and shall destroy and copies thereof; (y) Purchaser shall not solicit any of the Mechanics for employment by Purchaser or any affiliated entity thereof for a period of twelve (12) months thereafter; and (z) neither Purchaser nor any of its affiliated entities shall solicit any of Seller's customers listed on Schedule 6 attached hereto for the provision of goods and services in the Counties of Orange and Los Angeles, California, for a period of six (6) months thereafter.
7. Other Covenants.

7.1 Retention of Mechanics. Seller agrees to terminate the employment of the Mechanics effective on the Closing Date. Seller shall advise the Mechanics of such termination at least seven (7) days in advance of the Closing Date. Seller and Snyder further agree to (a) at all times affirmatively encourage the Mechanics to accept employment by Purchaser effective on the Closing Date, and (b) refrain from taking any action to discourage, interfere with or impede the continued employment of the Mechanics by Purchaser. Purchaser agrees to offer employment to the Mechanics at least seven days (7) days prior to the Closing Date, to be effective on the Closing Date. Those Mechanics hired by Purchaser in accordance with this Section are referred to herein as the "Hired Mechanics".

7.2

Calculation of Retention Payment.

(a) In the event that the number of Hired Mechanics is fewer than ten (10) as of the Closing Date, the Retention Payment shall be reduced by an amount equal to the product of (i) $4,000, (ii) ten (10) less the number of Hired Mechanics as of the Closing Date, and (iii) eighteen (18).
(b) In addition, in the event that, during the eighteen (18) month period immediately following the Closing Date (the "Retention Period"), one or more of the Hired Mechanics terminates such employment for any reason, or is terminated by the Purchaser for Cause (as defined below) (each such Hired Mechanic being a "NonRetained Mechanic"), and the number of Hired Mechanics employed by Purchaser is fewer than ten (10) immediately thereafter, for each such Non-Retained Mechanic, the Retention Payment shall be reduced by an amount equal to $4,000 multiplied by the number of months remaining in the Retention Period after the effective date of such termination, rounded up to the nearest full month (for example, if a Hired Mechanic terminates employment during the third month the Retention Period,

and the number of Hired Mechanics employed by Purchaser is fewer than ten (10) immediately thereafter, the Retention Payment would be reduced by $64,000; if an additional Hired Mechanic were to terminate employment during the eighteenth month of the Retention Period, the Retention Payment would be reduced by an additional $4,000). Notwithstanding any provision to the contrary, nothing herein shall be construed to require Seller to pay any sums to Purchaser in the event that the entire amount of the Retention Payment is exhausted. (c) For purposes of this Section, unless otherwise defined III an employment agreement between Purchaser and a Hired Mechanic, if any, "Cause" shall mean (i) any embezzlement or wrongful diversion of assets or funds of Purchaser or any affiliate of Purchaser by such Hired Mechanic; (ii) conviction or the entry of a plea of nolo contendere or equivalent plea of a felony in a court of competent jurisdiction, or any other crime or offense involving moral turpitude; or (iii) violation of Purchaser's policies and procedures regarding employment or the terms of an employment agreement between Purchaser and such Hired Mechanic, if any. Purchaser agrees that if for any reason(s) a Hired Mechanic is terminated by Purchaser without Cause, no amounts will be withheld from the Retention Payment as set forth in Section 7.2 of this agreement. 7.3. Collection of Accounts Receivable. Purchaser shall provide written reports to Seller on the 30th, 60th and 90th days after the Closing Date, identifying the amounts of any accounts receivable received by Purchaser during the prior thirty (30) days for services rendered or goods sold by Seller prior to the Closing Date (the "Pre-Closing Accounts Receivable"), and the account numbers and names and addresses of the customers of Seller making such payments during such period. Purchaser shall remit to Seller any Pre-Closing Accounts Receivable amounts received by Purchaser within fourteen (14) days after receipt of the same. Seller, Snyder and Veronika Snyder shall remit to Purchaser any payments received by or made to Seller, Snyder or Veronika Snyder by any person, for services rendered or goods sold by Purchaser, within fourteen (14) days after receipt of the same. 7.4 Employment of Snyder. At the Closing, and conditioned upon the satisfaction of all covenants and conditions set forth in this Agreement, Purchaser will make an offer of employment to Snyder in accordance with the Snyder Offer Letter attached hereto as Exhibit 5.7.
7.5 Payment of Taxes. The Parties agree that all Taxes owed or assessed in connection with Seller's operation of the Business, and any Taxes due or owing as a result of the transaction described in this Agreement, are the sole responsibility of Seller.

7.6 Non-Compete. The Seller and Snyder agree that, except with respect to Snyder's employment by Purchaser after the Closing Date, for a period of five (5) years after the Closing Date they will not, in the Counties of Orange and Los Angeles, California, directly or indirectly engage in, or be employed or retained by, give advice to, be a proprietor, principal, lender, agent, consultant, representative, officer, director, partner or shareholder of, or otherwise be associated with or render assistance to, any business or enterprise that provides (i) maintenance or repair services for forklifts owned by or leased to third parties, (ii) sales of forklift related parts, (iii) short-term or long-term forklift rentals, and/or (iv) sales of new and used forklift related equipment. The Parties intend that this Section shall be enforceable to the fullest extent permitted by applicable law, and that any ambiguity in the interpretation of this Section by a court of competent jurisdiction shall be resolved in favor of an interpretation which is valid, legal and to the greatest extent possible, gives effect to the intent of the Parties as described herein. 7.7 Non-Solicitation. For a period of five (5) years after the Closing Date, none of the Seller Parties will in any way, directly or indirectly (i) induce or attempt to induce any employee of Purchaser to terminate employment with Purchaser; (ii) solicit, entice or hire away any employee of Purchaser; or (iii) otherwise interfere with or disrupt Purchaser's relationship with its employees, customers or vendors. The Seller Parties each acknowledge that any attempt on the part of either of them to induce others to leave Purchaser's employ, or any effort by either of them to interfere with Purchaser's relationship with its employees, customers or vendors would be harmful and damaging to Purchaser. The Parties intend that this Section shall be enforceable to the fullest extent permitted by applicable law, and that any ambiguity in the interpretation of this Section by a court of competent jurisdiction shall be resolved in favor of an interpretation which is valid, legal and to the greatest extent possible, gives effect to the intent of the Parties as described herein. 7.8 Confidentiality. The Parties hereby agree not to use or disclose (and to cause their respective partners, members, managers, officers and employees not to use or disclose) to any third party any confidential information disclosed to the other party relating to the other party during the course of the negotiation and consummation of the transactions contemplated hereby, and not to intentionally disclose, directly or indirectly, any such information, and shall cause such information to be kept confidential and not used in any way detrimental to the other. From and after the Closing Date, without the prior written consent of the Purchaser, none of the Seller Parties shall, directly or indirectly, use or provide to, and shall not permit any of their respective officers, partners, owners, employees, successors, assigns or affiliates, directly or indirectly, to use or provide to any other person any information pertaining to the Purchased Assets or the Business of the Seller. Notwithstanding the foregoing, (i) any Party may use or disclose any such information which has been publicly disclosed (other than directly or indirectly by such Party after the date hereof), (ii) to the extent that such party may become legally compelled to

disclose any of such information, such party may disclose such information if such party has used its best efforts, and shall have afforded the other party the opportunity, to obtain any appropriate protective order, or other satisfactory assurance of confidential treatment, for the information to be so disclosed, (iii) such Party may disclose any such information to such Party's agents and experts who agree to be bound by this confidentiality provision and for whose breach such party would be liable, and (iv) such Party may disclose such confidential information as may be necessary for such party to prosecute or defend any claims or disputes related to or arising out of this Agreement. In the event a Party requests return of its confidential information, within five (5) days after such request, the other Party shall redeliver all such information and all copies or reproductions thereof to the disclosing Party. 7.9 Access to Premises after Closing. Seller agrees that certain of the Purchased Assets may be stored at the Premises for up to ten (10) days after the Closing Date. Seller therefore agrees to maintain the lease on the Premises during such time, and to allow Purchaser and its employees, agents and designees reasonable access to the Premises during such time. In no event shall Purchaser be responsible for any of Seller's obligations under its lease with respect to the Premises, including but not limited to its rent obligations in connection therewith. In the event that the lessor of the Premises exercises any statutory liens with respect to any of the Purchased Assets prior to the removal of the same from the Premises, the Purchase Price shall be reduced by an amount equal to the value of the Purchased Assets so affected. For the avoidance of doubt, the parties expressly agree that Purchaser is not a successor to Seller as to the Premises and will not be utilizing the Premises to conduct commercial operations, and that Seller shall be solely responsible for any liabilities under any Environmental Laws with respect to the Premises. 7.10 Physical Inventory. The Parties agree to take a physical count of the quantity of the Inventory, which count shall include a determination of the valuation of the Inventory as described in Section 2.1 (b) of this Agreement, no less than seventy-two (72) hours after the Closing Date, which count and associated values shall be recorded and attached hereto as Schedule 1.1(b). 7.11 Further Acts. The Seller Parties each covenant and agree that, from time to time on and after the Closing Date, at the request of Purchaser, they will execute and deliver all documents that may reasonably be required to confirm and assure Purchaser of its title and interest in the Purchased Assets and to otherwise consummate the transactions described herein. 7.12 Access to Books and Records. From the Signing Date until the Closing Date, the Seller Parties agree to afford Purchaser and its advisors and designees full and free access during normal business hours to the Seller, its employees, books and records, and any other documents or data reasonably requested by Purchaser.

7.13 Contact with Seller's Customers. Except to the extent that a customer of Seller is also an existing customer of Purchaser, or Purchaser has engaged in bona fide negotiations for the provision of goods or services to such a customer which are ongoing as of the Closing Date, Purchaser agrees that it will not contact any existing customer for any reason until the Closing Date, or, if this Agreement is terminated prior thereto, the date of such termination. 7.14 Nonassignable Contracts. If the consent of any third party is necessary to convey the benefits of any contract set forth on Schedule 1.1(c) (the "Assigned Nonconsented Contracts"), and such consent is not obtained prior to the Closing Date and the Closing occurs notwithstanding the failure to obtain such consent, the Seller Parties will use reasonable commercial efforts to assist Purchaser in such manner as may reasonably be requested by Purchaser for the purpose of obtaining such consent promptly. During such period in which the such Assigned Nonconsented Contract is not capable of being assigned to Purchaser due to the failure to obtain any required consent, the Seller Parties will make such commercially reasonable arrangements as may be necessary to enable Purchaser to receive all the economic benefits under such contract accruing on and after the Closing Date, and subject thereto, Purchaser shall assume Seller's obligations to and any and all rights of Seller against the other party thereto, to the extent that the foregoing arise after the Closing Date; and, to the extent reasonably permitted by the other contract party, Purchaser will fulfill all obligations of Seller under any Assigned Nonconsented Contracts that accrue after the Closing Date to the extent such obligations relate to the period after the Closing Date, and generally operate under such Assigned Nonconsented Contracts in the same manner as did Seller prior to the Closing Date and as if the assignment of such contracts were consented to by the other parties thereto. If the approval of the assignment of such contract is obtained, such approval will, as between Seller and Purchaser, constitute a ratification and confirmation (automatically and without further action of the parties) that such contract is assigned to Purchaser as of the Closing Date, and (automatically and without further action of the parties) that the liabilities with respect to such contract are subject to the terms of this Agreement, assumed by Purchaser as of the Closing Date. The obligations of Purchaser described above with respect to the Assigned Nonconsented Contracts shall continue only during such period as the other parties to such contracts are reasonably cooperative with Purchaser in treating Purchaser as a "de facto" assignee of Sellers rights and obligations under the Assigned Nonconsented Contracts; in the event such cooperation is not forthcoming, Seller and Purchaser agree to work together to minimize the liability to Purchaser under such Assigned Nonconsented Contracts and bring about the intent of this Section with respect thereto. If the approval of the assignment of such contract is not obtained within thirty (30) days after the Closing Date, all obligations of Purchaser with respect to such contract as described in this Section shall terminate, the contract will be deemed not to have been assigned under this Agreement, and all obligations and liabilities relating to such contract which were the responsibility of Seller prior to the Closing Date shall remain the responsibility of Seller after the Closing Date.

8.

Nature and Survival of Representations and Warranties.

8.1 Nature of Statements. All statements contained in any Schedule hereto or in any supplemental Schedule or in any certificate executed in connection with these transactions delivered by or on behalf of Seller or Purchaser pursuant to this Agreement, or in connection with the transactions contemplated hereby, shall be deemed representations and warranties by Seller, Snyder, Veronika Snyder or Purchaser, as the case may be. Except for the representations and warranties provided in this Agreement (including the Schedules or supplement Schedules hereto) or in certificate executed in connection herewith, Seller, Snyder, Veronika Snyder and Purchaser make no representations or warranties, express or implied, to the other. 8.2 Survival of Representations and Warranties. Regardless of any investigation at any time made by or on behalf of any party hereto or of any information any party may have in thereof, and notwithstanding any other provision of this Agreement, all representations and warranties made hereunder or pursuant hereto shall survive until the third anniversary of the Closing Date. 8.3 Indemnity.

(a) Seller, Snyder and Veronika Snyder (collectively, the "Seller Indemnifying Parties") jointly and severally agree to indemnify, defend and hold Purchaser and its employees, officers, agents, affiliates, successors and assigns (the "Purchaser Indemnified Parties"), harmless from and against any and all liability, demands, claims, actions, or causes of action, assessments, losses, costs, damages or expenses, whether asserted or unasserted, direct or indirect, existing or inchoate, known or unknown, having arisen or to arise in the future, including reasonable attorney's fees and court costs, sustained or incurred by a Purchaser Indemnified Party resulting from or arising out of, relating to, or by virtue of (a) any breach by Seller, Snyder or Veronika Snyder of the representations, warranties and covenants in this Agreement or in any certificate or other instrument delivered by or on behalf of any of the Seller Indemnifying Parties pursuant to this Agreement, (b) any and all activities related to the Seller and its ownership or operation of the Purchased Assets and the Business on or before the Closing Date, including, without limitation, any activities related to any products sold or services performed by Seller, on or before the Closing Date, (c) any debts, obligations or liabilities of the Seller arising (i) on or before the Closing Date, or (ii) other than Assumed Liabilities, arising after the Closing Date, and (d) any liability or claim arising out of a transaction or undertaking by the Seller in violation of this Agreement (collectively, the "Purchaser Indemnified Claims").

(b) The Purchaser agrees to indemnify, defend and hold Seller and its employees, officers, partners, agents, affiliates, successors and assigns (the "Seller Indemnified Parties"), harmless from and against any and all liability, demands, claims, actions, or causes of action, assessments, losses, costs, damages or expenses, whether asserted or unasserted, direct or indirect, existing or inchoate, known or unknown, having arisen or to arise in the future, including reasonable attorney's fees and court costs, sustained or incurred by a Seller Indemnified Party resulting from or arising out of, relating to, or by virtue of (a) any breach by Purchaser of its representations, warranties and covenants in this Agreement, (b) any failure of the Purchaser to pay any Assumed Liability, or (c) the operation of the Purchased Assets and the Business after the Closing Date (collectively, the "Seller Indemnified Claims"). The Purchaser's aggregate indemnification obligation hereunder shall not exceed $25,000.00. The Parties acknowledge that claims involving intentional misrepresentation or fraud shall be unlimited and not subject to a cap on liability described in Section 8.3.
9. Expenses. Each of Purchaser and Seller shall pay all their own legal fees and other costs and expenses incurred by them incident to this transaction. 10. Miscellaneous.

10.1 Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been given if personally delivered or mailed, first class, registered or certified mail, postage prepaid to the following: If to Seller, to: Attn: with required copy to: If to Purchaser, to: [Insert Address ]

with required copy to: or to such other address as shall be given in writing by any party to the others. If sent by U.S. mail in accordance with this Section 10.1, such notices shall be

deemed given and received on the earlier to occur of (a) actual receipt at the above specified address of the mailed addressee, or (b) the third (3rd) business day after deposit with the U.S. Postal Service in the manner herein provided. Notices delivered by any other means shall be deemed given and received upon actual receipt of the above-specified address of the addressee. 10.2 Assignment. Except for the assignment of this Agreement by the Purchaser to an affiliate, this Agreement may not be assigned by any of the parties without the prior written consent of the non-assigning parties, and any attempted assignment in violation of this provision shall be void. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. 10.3 Entire Agreement. This Agreement (including the agreements, exhibits and schedules attached hereto and/or referenced herein) is the entire agreement among the Parties hereto regarding the subject matter dealt with herein and supersedes all prior agreements and understandings whether written or oral. 10.4 Remedies; Injunction. In the event of a breach or threatened breach by any party of Sections 7.6, 7.7 or 7.8, the defaulting party agrees that the non-defaulting party, in addition to and not in limitation of any other rights, remedies or damages available to the non-defaulting party at law or in equity, shall be entitled to a permanent injunction without the necessity of proving actual monetary loss in order to prevent or restrain any such breach by the defaulting party or by the defaulting party's partners, agents, representatives, servants, employees and/or any and all persons directly or indirectly acting for or with the defaulting party. It is expressly understood between the parties that this injunctive or other equitable relief shall not be the non-defaulting party's exclusive remedy for any such breach of this Agreement, and the non-defaulting party shall be entitled to seek any other relief or remedy which it may have by contract, statute, law or otherwise for any such breach hereof. 10.5 GOVERNING LAW; VENUE. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, EXCLUDING ITS CONFLICTS OF LAWS PROVISIONS. VENUE FOR ANY DISPUTE ARISING OUT OF THIS AGREEMENT SHALL BE PROPER IN LOS ANGELES, CALIFORNIA. THE PARTIES HERETO EXCLUSIVELY SUBMIT TO THE JURISDICTION OF AND AGREE THAT VENUE SHALL EXCLUSIVELY RESIDE IN THE APPROPRIATE STATE OR FEDERAL COURT LOCATED IN LOS ANGELES, CALIFORNIA. FOR THE ADJUDICATION OF ANY CLAIMS PERTAINING TO THE SUBJECT MATTERS CONTAINED HEREIN. ALL PARTIES AGREE THAT SAID VENUE IS CONVENIENT AND SHALL NOT BE A HARDSHIP ON THEM.

10.6 Schedules and Exhibits. All schedules and exhibits attached to and referenced in this Agreement are incorporated in this Agreement and made a part hereof. 10.7 Amendments and Waivers. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. 10.8 Multiple 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. 10.9 Invalidity. In the event that anyone or more of the provisions contained in this Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument. 10.10 Time for Performance. If the final day of any period or any date of performance under this Agreement falls on a Saturday, Sunday or legal holiday, then the final day of the period or the date of performance shall be extended to the next day which is not a Saturday, Sunday or legal holiday. 10.11 Construction. Seller and Purchaser agree that the terms and conditions of this Agreement and any other documents executed in connection with the transactions made the subject of this Agreement are the result of negotiations between the parties and that this Agreement and such other documents shall not be construed in favor of or against any party by reason of the extent to which any party or its professionals participated in the preparation of this Agreement. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the Closing Date. SELLER:

Name: Title:

Signature Page to Asset Purchase Agreement

(INSERT COMPANY NAME)

Exhibits and Schedules: Schedule 1.1(a)-1 - FF&E Owned By Seller Schedule 1.1 (a)-2 - FF&E Leased or Otherwise Utilized by Seller Schedule 1.1(b) - Inventory Schedule 1.1 (c) - Assigned Contracts Schedule 1.1 (d) - Computer Hardware and Software Schedule 1.2 - Excluded Assets Schedule 2.1(a) -Aggregate Pay-Off Amount Schedule 2.1(b) - March Balance Sheet Schedule 2.2 - Purchase Price Allocation Schedule 3.3(a) - Permitted Encumbrances Schedule 3.4 - Approvals and Consents Schedule 3.6 - Litigation Schedule 3.14 - Absence of Certain Changes Schedule 3.15 - Mechanics Schedule 3.16 - Employee Benefit Plans Schedule 3.20 - Warranties Schedule 6 - Seller's Customer List Exhibit 5.1 - FORM Bring-Down Certificate Exhibit 5.2 - FORM - Bill of Sale Exhibit 5.7 - Snyder Offer Letter