Common use of Restrictions on Resale Clause in Contracts

Restrictions on Resale. (a) LandCARE has informed the Stockholders that it intends to account for the transactions contemplated by this Agreement as a pooling of interests. LandCARE has also informed the Stockholders that its ability to account for the transactions contemplated hereby as a pooling of interests was a material factor considered by LandCARE in its decision to enter into this Agreement. Therefore, pursuant to the rules of the Securities and Exchange Commission relating to pooling of interests transactions, prior to the publication and dissemination by LandCARE of consolidated financial results which include results of the combined operations of the Company and LandCARE for at least thirty days on a consolidated basis following the Effective Time (the "Publication"), the Stockholders shall not sell, offer to sell or otherwise transfer or dispose of, any shares of the LandCARE Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of LandCARE Stock; provided, however, that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtedness. The certificates evidencing the LandCARE Stock to be received by the Stockholders will bear a legend stating: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN WHICH THE SHARES REPRESENTED HEREBY WERE ISSUED. THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS OF THE HOLDER HEREOF.

Restrictions on Resale. (a) LandCARE PalEx has informed the Stockholders each Stockholder that it PalEx intends to account for the transactions contemplated by this Agreement Merger as a pooling of interestspooling-of-interests under Opinion No. LandCARE 16. PalEx has also informed the Stockholders each Stockholder that its ability to account for the transactions contemplated hereby Merger as a pooling of pooling-of-interests was a material factor considered by LandCARE PalEx in its decision to enter into this Agreement. Therefore, pursuant to the rules of the Securities and Exchange Commission relating to pooling of interests transactionsOpinion No. 16, prior to the publication and dissemination by LandCARE PalEx of consolidated financial results which include results of the combined operations of the Company and LandCARE PalEx for at least thirty 30 days on a consolidated basis following the Effective Time (the "Publication")Closing, the Stockholders shall not sell, offer to sell sell, or otherwise transfer or dispose of, any shares of the LandCARE PalEx Common Stock received by the Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk risks of owning shares of LandCARE Stock; provided, however, that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtednessPalEx. The certificates evidencing the LandCARE PalEx Common Stock to be received by the Stockholders will bear a legend statingsubstantially in the form set forth below: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) 30 DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN FOR WHICH THE THESE SHARES REPRESENTED HEREBY WERE ARE ISSUED. UPON THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS WRITTEN REQUEST OF THE HOLDER HEREOFOF THIS CERTIFICATE, THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN MET.

Restrictions on Resale. (a) LandCARE PalEx has informed the Stockholders that it PalEx intends to account for the transactions contemplated by this Agreement Merger as a pooling of interestspooling-of-interests under Opinion No. LandCARE 16. PalEx has also informed the Stockholders that its ability to account for the transactions contemplated hereby Merger as a pooling of pooling-of-interests was a material factor considered by LandCARE PalEx in its PalEx's decision to enter into this Agreement. Therefore, pursuant to the rules of the Securities and Exchange Commission relating to pooling of interests transactionsOpinion No. 16, prior to the publication and dissemination by LandCARE PalEx of consolidated financial results which include results of the combined operations of the Company and LandCARE PalEx for at least thirty 30 days on a consolidated basis following the Effective Time (the "Publication")Time, the Stockholders shall not sell, offer to sell sell, or otherwise transfer or dispose of, any shares of the LandCARE PalEx Common Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of LandCARE Stock; provided, however, that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtednessPalEx. The certificates evidencing the LandCARE PalEx Common Stock to be received by the Stockholders will bear a legend statingsubstantially in the form set forth below: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) 30 DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN FOR WHICH THE THESE SHARES REPRESENTED HEREBY WERE ARE ISSUED. UPON THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS WRITTEN REQUEST OF THE HOLDER HEREOFOF THIS CERTIFICATE, THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN MET.

Restrictions on Resale. If you are one of our “affiliates” as defined in Rule 405 under the Securities Act, resales of shares of our common stock that you acquire under awards under the Plan will be subject to the volume, manner of sale and reporting requirements of Rule 144 under the Securities Act unless we register your shares under the Securities Act for resale pursuant to a separate prospectus. If you have been designated as one of our reporting officers for purposes of Section 16(b) of the Securities Exchange Act of 1934 (a) LandCARE has informed the Stockholders “Exchange Act”), resales of shares of our common stock that it intends to account for the transactions contemplated by this Agreement as a pooling of interests. LandCARE has also informed the Stockholders that its ability to account for the transactions contemplated hereby as a pooling of interests was a material factor considered by LandCARE in its decision to enter into this Agreement. Therefore, you acquire under awards pursuant to the rules Plan may be “matched” with nonexempt purchases of our common stock within the previous or following six months for purposes of the “short-swing profits” recovery provisions of Section 16(b). Further, in no event may you sell shares of our common stock, whether acquired pursuant to the Plan or otherwise, if you are in possession of material information regarding our company that has not been publicly disclosed. You are advised to consult with counsel regarding your status as an affiliate and as a Section 16(b) reporting officer and the application of other federal and state securities laws to resales of shares of our common stock that you acquire pursuant to the Plan. ADDITIONAL INFORMATION We have filed a registration statement with respect to the shares of our common stock offered under the Plan with the Securities and Exchange Commission relating to pooling under the Securities Act. This registration statement incorporates by reference certain documents including our most recent Annual Report on Form 10-K and all subsequent reports on Form 10-K, Form 10-Q and Form 8-K, our proxy statements, and a description of interests transactionsour common stock filed under the Exchange Act, prior to the publication and dissemination which documents are also incorporated by LandCARE reference in this Prospectus. We will promptly furnish, without charge, on your request, a copy of consolidated financial results which include results any of the combined operations of documents incorporated by reference in the Company registration statement and LandCARE for at least thirty days on a consolidated basis following the Effective Time in this Prospectus (the "Publication"other than exhibits to such documents which are not specifically incorporated by reference in such documents), as well as our most recent Annual Report to Shareholders, if any, and any and all documents supplementing or updating the Stockholders shall not sellinformation contained in this Prospectus (including Plan information previously delivered, offer to sell or otherwise transfer or dispose ofif requested). Such requests should be addressed to: EnPro Industries, any shares Inc., 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000-0000, Attn: Xxxxx Xxxxx. EXHIBIT B ENPRO INDUSTRIES, INC. AMENDED AND RESTATED 2002 EQUITY COMPENSATION PLAN RESTRICTED SHARE UNITS AWARD AGREEMENT Vesting of the LandCARE Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of LandCARE Stock; provided, however, that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtedness. The certificates evidencing the LandCARE Stock to be received by the Stockholders will bear a legend stating: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN WHICH THE SHARES REPRESENTED HEREBY WERE ISSUED. THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS OF THE HOLDER HEREOF.Shares

Restrictions on Resale. (a) LandCARE PalEx has informed the Stockholders that it PalEx intends to account for the transactions contemplated by this Agreement Merger as a pooling of interestspooling-of-interests under Opinion No. LandCARE 16. PalEx has also informed the Stockholders that its ability to account for the transactions contemplated hereby Merger as a pooling of pooling-of-interests was a material factor considered by LandCARE PalEx in its PalEx's decision to enter into this Agreement. Therefore, pursuant to the rules of the Securities and Exchange Commission relating to pooling of interests transactionsOpinion No. 16, prior to the publication and dissemination by LandCARE PalEx of consolidated financial results which include results of the combined operations of the Company and LandCARE PalEx for at least thirty 30 days on a consolidated basis following the Effective Time (the "Publication")Time, the Stockholders shall not sell, offer to sell sell, or otherwise transfer or dispose of, any shares of the LandCARE PalEx Common Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of LandCARE Stock; provided, however, that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtednessPalEx. The certificates evidencing the LandCARE PalEx Common Stock to be received by the Stockholders will bear a legend statingsubstantially in the form set forth below: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) 30 DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN FOR WHICH THE THESE SHARES REPRESENTED HEREBY WERE ARE ISSUED. UPON THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS WRITTEN REQUEST OF THE HOLDER HEREOF.OF THIS CERTIFICATE, THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN MET. Sheffield MerPool Agmt.04 072197;0927

Restrictions on Resale. (a) LandCARE has informed the Stockholders that it intends to account for the transactions contemplated by this Agreement Seller understands and acknowledges that, as a pooling consequence of interests. LandCARE has also informed the Stockholders that its ability restrictions on subsequent transfer imposed by the exemptions from registration referred to account for in Section 3.34(e) above, the transactions contemplated hereby as a pooling of interests was a material factor considered Units may not subsequently be offered, sold, assigned, conveyed, pledged, hypothecated or otherwise transferred by LandCARE in its decision to enter into this Agreement. Therefore, Seller except pursuant to an effective registration statement registering the rules sale or transfer of the Units under the Securities Act and under applicable state securities laws or pursuant to an exemption from such registration requirements, and the certificates representing the Units shall bear a legend setting forth such restrictions substantially as follows: THE EXPRESS TERMS OF THE UNITS REPRESENTED BY THIS CERTIFICATE, INCLUDING SIGNIFICANT RESTRICTIONS ON TRANSFERABILITY, ARE CONTAINED IN THE LIMITED LIABILITY COMPANY AGREEMENT OF PURCHASER, AS FROM TIME TO TIME AMENDED AND/OR RESTATED, AND PURCHASER WILL MAIL TO THE MEMBER A COPY OF THE EXPRESS TERMS, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND SUCH UNITS MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, OR PURSUANT TO EFFECTIVE REGISTRATION UNDER, THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. Seller further understands and acknowledges that Purchaser has no obligation, direct or indirect, to register the resale of the Units by Seller or any other Person with the Securities and Exchange Commission relating to pooling or with the securities commission or authority of interests transactions, prior to the publication and dissemination by LandCARE of consolidated financial results which include results of the combined operations of the Company and LandCARE for at least thirty days on a consolidated basis following the Effective Time (the "Publication"), the Stockholders shall not sell, offer to sell any state or otherwise transfer or dispose of, any shares of the LandCARE Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of LandCARE Stock; provided, however, that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtedness. The certificates evidencing the LandCARE Stock to be received by the Stockholders will bear a legend stating: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN WHICH THE SHARES REPRESENTED HEREBY WERE ISSUED. THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS OF THE HOLDER HEREOFjurisdiction.

Restrictions on Resale. (a) LandCARE has informed the Stockholders The Stockholder agrees that it intends to account for the transactions contemplated by this Agreement as a pooling of interests. LandCARE has also informed the Stockholders that its ability to account for the transactions contemplated hereby as a pooling of interests was a material factor considered by LandCARE in its decision to enter into this Agreement. Therefore, pursuant to the rules of the Securities and Exchange Commission relating to pooling of interests transactions, prior to the publication and dissemination by LandCARE of consolidated financial results which include results of the combined operations of the Company and LandCARE for at least thirty days on a consolidated basis following the Effective Time (the "Publication"), the Stockholders shall she will not sell, offer to sell sell, or otherwise transfer or dispose of, any shares of the LandCARE Stock received by Stockholdersthe Stockholder, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' Stockholder's risk of owning shares of LandCARE Stock; providedStock prior to the date two years after the Closing Date, however, and agrees that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtedness. The certificates evidencing the LandCARE Stock to be received by the Stockholders Stockholder will bear a the following legend statingevidencing this restriction: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THE ACT AND APPLICABLE SECURITIES LAW. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR ASSIGNEDOTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISTRIBUTION PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS [SECOND ANNIVERSARY OF THE ISSUER AND CLOSING DATE]. UPON THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN WHICH THE SHARES REPRESENTED HEREBY WERE ISSUED. THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS WRITTEN REQUEST OF THE HOLDER HEREOFOF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE. After the date one year after the Closing Date, the Stockholder may sell such shares pursuant to the LandCARE Liquidity Program, a summary of which is attached hereto as SCHEDULE 10.3, or, in the event the ServiceMaster Merger occurs, such comparable program in effect at ServiceMaster. If the ServiceMaster Merger does not occur, LandCARE shall remove the aforementioned legend to the extent reasonably necessary to permit the Stockholder to participate in the LandCARE Liquidity Program. If the ServiceMaster Merger does occur, the shares of ServiceMaster stock issued to the Stockholder will bear a legend substantially similar to the second paragraph of the legend listed above, and such legend shall be removed as may be reasonably necessary to permit the Stockholder to participate in the ServiceMaster program described above; provided, however that the ServiceMaster program shall be no more restrictive than the LandCARE Liquidity Program. After the date two years after the Closing Date, neither the restrictions set forth herein nor the provisions of the LandCARE Liquidity Plan or ServiceMaster program shall restrict the Stockholder from selling or otherwise disposing of any of such shares of LandCARe Stock or ServiceMaster stock, as the case may be.

Restrictions on Resale. (a) LandCARE PalEx has informed the Stockholders Stockholder that it PalEx intends to account for the transactions contemplated by this Agreement Merger as a pooling of interestspooling-of-interests under Opinion No. LandCARE 16. PalEx has also informed the Stockholders Stockholder that its ability to account for the transactions contemplated hereby Merger as a pooling of pooling-of-interests was a material factor considered by LandCARE PalEx in its decision to enter into this Agreement. Therefore, pursuant to the rules of the Securities and Exchange Commission relating to pooling of interests transactionsOpinion No. 16, prior to the publication and dissemination by LandCARE PalEx of consolidated financial results which include results of the combined operations of the Company and LandCARE PalEx for at least thirty 30 days on a consolidated basis following the Effective Time (the "Publication")Closing, the Stockholders Stockholder shall not sell, offer to sell sell, or otherwise transfer or dispose of, any shares of the LandCARE PalEx Common Stock received by Stockholdersthe Stockholder, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk Stockholder's risks of owning shares of LandCARE Stock; provided, however, that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtednessPalEx. The certificates evidencing the LandCARE PalEx Common Stock to be received by the Stockholders Stockholder will bear a legend statingsubstantially in the form set forth below: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) 30 DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN FOR WHICH THE THESE SHARES REPRESENTED HEREBY WERE ARE ISSUED. UPON THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS WRITTEN REQUEST OF THE HOLDER HEREOFOF THIS CERTIFICATE, THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN MET.

Restrictions on Resale. (a) LandCARE has informed the Stockholders The Stockholder agrees that it intends to account for the transactions contemplated by this Agreement as a pooling of interests. LandCARE has also informed the Stockholders that its ability to account for the transactions contemplated hereby as a pooling of interests was a material factor considered by LandCARE in its decision to enter into this Agreement. Therefore, pursuant to the rules of the Securities and Exchange Commission relating to pooling of interests transactions, prior to the publication and dissemination by LandCARE of consolidated financial results which include results of the combined operations of the Company and LandCARE for at least thirty days on a consolidated basis following the Effective Time (the "Publication"), the Stockholders shall he will not sell, offer to sell sell, or otherwise transfer or dispose of, any shares of the LandCARE Stock received by Stockholdersthe Stockholder, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' Stockholder's risk of owning shares of LandCARE Stock; providedStock prior to the date two years after the Closing Date, however, and agrees that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtedness. The certificates evidencing the LandCARE Stock to be received by the Stockholders Stockholder will bear a the following legend statingevidencing this restriction: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THE ACT AND APPLICABLE SECURITIES LAW. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR ASSIGNEDOTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISTRIBUTION PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS [SECOND ANNIVERSARY OF THE ISSUER AND CLOSING DATE]. UPON THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN WHICH THE SHARES REPRESENTED HEREBY WERE ISSUED. THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS WRITTEN REQUEST OF THE HOLDER HEREOFOF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE. After the date one year after the Closing Date, the Stockholder may sell such shares pursuant to the LandCARE Liquidity Program, a summary of which is attached hereto as SCHEDULE 10.3, or, in the -27- event the ServiceMaster Merger occurs, such comparable program in effect at ServiceMaster. If the ServiceMaster Merger does not occur, LandCARE shall remove the aforementioned legend to the extent reasonably necessary to permit the Stockholder to participate in the LandCARE Liquidity Program. If the ServiceMaster Merger does occur, the shares of ServiceMaster stock issued to the Stockholder will bear a legend substantially similar to the second paragraph of the legend listed above, and such legend shall be removed as may be reasonably necessary to permit the Stockholder to participate in the ServiceMaster program described above; provided, however that the ServiceMaster program shall be no more restrictive than the LandCARE Liquidity Program. After the date two years after the Closing Date, neither the restrictions set forth herein nor the provisions of the LandCARE Liquidity Plan or ServiceMaster program shall restrict the Stockholder from selling or otherwise disposing of any of such shares of LandCARe Stock or ServiceMaster stock, as the case may be.

Restrictions on Resale. The Exchange Shares and the shares of Trestle Common Stock issuable to the MoqiZone Cayman Shareholders under the Series B Preferred Stock will not be registered under the Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (ai) LandCARE has informed a registration statement with respect to such securities is declared effective under the Stockholders that it intends to account Securities Act, or (ii) Trestle receives an opinion of counsel for the transactions contemplated by this Agreement as a pooling of interests. LandCARE has also informed stockholder, reasonably satisfactory to counsel for Trestle, that an exemption from the Stockholders that its ability to account for the transactions contemplated hereby as a pooling of interests was a material factor considered by LandCARE in its decision to enter into this Agreement. Therefore, pursuant to the rules registration requirements of the Securities and Exchange Commission relating to pooling of interests transactions, prior to the publication and dissemination by LandCARE of consolidated financial results which include results of the combined operations of the Company and LandCARE for at least thirty days on a consolidated basis following the Effective Time (the "Publication"), the Stockholders shall not sell, offer to sell or otherwise transfer or dispose of, any shares of the LandCARE Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of LandCARE Stock; provided, however, that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtednessAct is available. The certificates evidencing representing the LandCARE Stock to be received by the Stockholders will bear Exchange Shares shall contain a legend statingsubstantially as follows: “THE SHARES SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR TRESTLE HOLDINGS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR TRESTLE HOLDINGS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.” “PURSUANT TO A SHARE EXCHANGE AGREEMENT DATED AS OF FEBRUARY 15, 2009, BY AND AMONG TRESTLE HOLDINGS, INC. AND THE SHAREHOLDERS OF MOQIZONE HOLDINGS CO., LTD., A CAYMAN ISLANDS CORPORATION, THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, HYPOTHECATED OR ASSIGNEDOTHERWISE DISPOSED OF, EXCEPT IN ACCORDANCE WITH THE TERMS AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION CONDITIONS SET FORTH IN A LOCK-UP AGREEMENT BY AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN WHICH THE SHARES REPRESENTED HEREBY WERE ISSUED. THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT BETWEEN THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS OF THE HOLDER HEREOFAND TRESTLE.

Restrictions on Resale. (a) LandCARE has informed the Stockholders that it intends to account for the transactions contemplated by this Agreement as a pooling of interests. LandCARE has also informed the Stockholders that its ability to account for the transactions contemplated hereby as a pooling of interests was a material factor considered by LandCARE in its decision to enter into this Agreement. Therefore, pursuant to the rules of the Securities and Exchange Commission relating to pooling of interests transactions, prior to the publication and dissemination by LandCARE of consolidated financial results which include results of the combined operations of the Company and LandCARE for at least thirty days on a consolidated basis following the Effective Time (the "Publication"), the Stockholders Shareholder shall not offer, pledge, sell, offer contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, any shares directly or indirectly, the Registrable Shares between the date hereof and October 16, 1996. Shareholder shall also not sell more than ten percent (10%) of the LandCARE Registrable Shares between October 17, 1996 and ninety (90) days following the effective date of the Registration Statement. Shareholder's sale of the Registrable Shares shall be subject, for a period commencing on the date hereof and ending one (1) year after the effective date of the Registration Statement, to any restrictions POI's underwriter or underwriters may impose on Shareholder's sale of the Registrable Shares including without limitation that the Registrable Shares be withheld from the market by Shareholder and not be sold, offered for sale or otherwise transferred or disposed of by Shareholder (other than donees who agree to be similarly bound) in the event POI or any subsidiary of POI elects to prepare and file with the Commission a Registration Statement for an underwritten public offering of the Common Stock received by Stockholdersor securities convertible into or exchangeable for Common Stock, engage at the option of POI or the proposed managing underwriter(s) of such offering for a period beginning on the effective date of such Registration Statement as such underwriter(s) determine is necessary in put, call, short-sale, straddle or similar transactions, or in any other way reduce order to successfully effect the Stockholders' risk of owning shares of LandCARE Stockunderwritten public offering; provided, however, that this restriction such restrictions shall not prohibit apply for a consecutive period of more than one hundred twenty (120) days and the Stockholders from pledging any underwriter or underwriters may apply them to Shareholder only once during such shares one (1) year period of time. In connection therewith, Shareholder also agrees to secure full-recourse indebtednessprovide to POI's underwriter or underwriters a written agreement for the benefit of the underwriters and POI that Shareholder agrees to such restrictions. The certificates evidencing Registered Shares shall be sold by Shareholder only through broker-dealers designated by POI and only in such amounts and at such times as the LandCARE Stock broker-dealers designated by POI in their reasonable business judgment determine are not likely to be received by have a material adverse effect on the Stockholders will bear a legend stating: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN WHICH THE SHARES REPRESENTED HEREBY WERE ISSUED. THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS OF THE HOLDER HEREOFtrading price of the Common Stock.

Restrictions on Resale. (a) LandCARE PalEx has informed the Stockholders Seller that it PalEx intends to account for the transactions contemplated by this Agreement Acquisition as a pooling of interestspooling-of-interests under Opinion No. LandCARE 16. PalEx has also informed the Stockholders Seller that its ability to account for the transactions contemplated hereby Acquisition as a pooling of pooling-of-interests was a material factor considered by LandCARE PalEx in its decision to enter into this Agreement. Therefore, pursuant to the rules of the Securities and Exchange Commission relating to pooling of interests transactionsOpinion No. 16, prior to the publication and dissemination by LandCARE PalEx of consolidated financial results which include results of the combined operations of the Company and LandCARE PalEx for at least thirty 30 days on a consolidated basis following the Effective Time (the "Publication")Closing, the Stockholders Seller shall not sell, offer to sell sell, or otherwise transfer or dispose of, any shares of the LandCARE PalEx Common Stock received by StockholdersSeller, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk Seller's risks of owning shares of LandCARE Stock; provided, however, that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtednessPalEx. The certificates evidencing the LandCARE PalEx Common Stock to be received by the Stockholders Seller will bear a legend statingsubstantially in the form set forth below: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) 30 DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN FOR WHICH THE THESE SHARES REPRESENTED HEREBY WERE ARE ISSUED. UPON THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS WRITTEN REQUEST OF THE HOLDER HEREOFOF THIS CERTIFICATE, THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN MET.

Restrictions on Resale. Purchaser and Vendor acknowledge that Purchaser is a fully reporting company under the Securities Act of 1933 (a) LandCARE has informed the Stockholders that it intends to account for the transactions contemplated by this Agreement as a pooling of interests. LandCARE has also informed the Stockholders that its ability to account for the transactions contemplated hereby as a pooling of interests was a material factor considered by LandCARE in its decision to enter into this Agreement. Therefore"Securities Act"), pursuant is subject to the rules reporting requirement of the Securities and Exchange Commission relating ("Commission") pursuant to pooling of interests transactionsSections 12, prior to the publication and dissemination by LandCARE of consolidated financial results which include results 13, 14 or 15(d) of the combined operations Securities Exchange Act of the Company and LandCARE for at least thirty days on a consolidated basis following the Effective Time 1934, as amended (the "PublicationExchange Act"), ) and is current in its filings. Purchaser represents and warrants that the Stockholders shall not sell, offer to sell or otherwise transfer or dispose of, any shares of its common stock issued pursuant to this Agreement are restricted securities under the LandCARE Stock received Securities Act of 1933, as amended and are subject to restrictions upon transfer. Currently, under Rule 144 of the Securities Act, a non-affiliate (defined as someone who is not an officer, director or holder of 10% or more of a company's common stock) is allowed to resell shares after one (1) year, if such a sale is conducted through a market transaction. Rule 144 is subject to revision by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of LandCARE Stock; provided, however, that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtednessCommission. The certificates evidencing representing the LandCARE Stock to be received by the Stockholders Shares will bear contain a restrictive legend statingwhich reads as substantially follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SHARES REPRESENTED UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE, AND ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THIS CERTIFICATE THE SECURITY HOLDER NAMED HEREIN THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT FOR PURPOSES OF DISTRIBUTION. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED TRANSFERRED, PLEDGED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER HYPOTHECATED IN THE TRANSACTION IN WHICH ABSENCE OF REGISTRATION, OR THE SHARES REPRESENTED HEREBY WERE ISSUEDAVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION. THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT STOCK TRANSFER AGENT HAS BEEN ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE WITH THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS OF THE HOLDER HEREOFABOVE INSTRUCTIONS.

Restrictions on Resale. If you are one of our “affiliates” as defined in Rule 405 under the Securities Act, resales of shares of our common stock that you acquire under awards under the Plan will be subject to the volume, manner of sale and reporting requirements of Rule 144 under the Securities Act unless we register your shares under the Securities Act for resale pursuant to a separate prospectus. If you have been designated as one of our reporting officers for purposes of Section 16(b) of the Securities Exchange Act of 1934 (a) LandCARE has informed the Stockholders “Exchange Act”), resales of shares of our common stock that it intends to account for the transactions contemplated by this Agreement as a pooling of interests. LandCARE has also informed the Stockholders that its ability to account for the transactions contemplated hereby as a pooling of interests was a material factor considered by LandCARE in its decision to enter into this Agreement. Therefore, you acquire under awards pursuant to the rules Plan may be “matched” with nonexempt purchases of our common stock within the previous or following six months for purposes of the “short‑swing profits” recovery provisions of Section 16(b). Further, in no event may you sell shares of our common stock, whether acquired pursuant to the Plan or otherwise, if you are in possession of material information regarding our company that has not been publicly disclosed. You are advised to consult with counsel regarding your status as an affiliate and as a Section 16(b) reporting officer and the application of other federal and state securities laws to resales of shares of our common stock that you acquire pursuant to the Plan. ADDITIONAL INFORMATION We have filed a registration statement with respect to the shares of our common stock offered under the Plan with the Securities and Exchange Commission relating to pooling under the Securities Act. This registration statement incorporates by reference certain documents including our most recent Annual Report on Form 10-K and all subsequent reports on Form 10-K, Form 10-Q and Form 8-K, our proxy statements, and a description of interests transactionsour common stock filed under the Exchange Act, prior to the publication and dissemination which documents are also incorporated by LandCARE reference in this Prospectus. We will promptly furnish, without charge, on your request, a copy of consolidated financial results which include results any of the combined operations of documents incorporated by reference in the Company registration statement and LandCARE for at least thirty days on a consolidated basis following the Effective Time in this Prospectus (the "Publication"other than exhibits to such documents which are not specifically incorporated by reference in such documents), as well as our most recent Annual Report to Shareholders, if any, and any and all documents supplementing or updating the Stockholders shall not sellinformation contained in this Prospectus (including Plan information previously delivered, offer to sell or otherwise transfer or dispose ofif requested). Such requests should be addressed to: EnPro Industries, any shares Inc., 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx Xxxxxxxx, 00000-0000, Attn: Xxxxx Xxxxx. EXHIBIT B ENPRO INDUSTRIES, INC. AMENDED AND RESTATED 2002 EQUITY COMPENSATION PLAN RESTRICTED SHARE UNITS AWARD AGREEMENT Vesting of the LandCARE Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of LandCARE Stock; provided, however, that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtedness. The certificates evidencing the LandCARE Stock to be received by the Stockholders will bear a legend stating: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN WHICH THE SHARES REPRESENTED HEREBY WERE ISSUED. THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS OF THE HOLDER HEREOF.Shares

Restrictions on Resale. If you are one of our “affiliates” as defined in Rule 405 under the Securities Act, resales of shares of our common stock that you acquire under awards under the Plan will be subject to the volume, manner of sale and reporting requirements of Rule 144 under the Securities Act unless we register your shares under the Securities Act for resale pursuant to a separate prospectus. If you have been designated as one of our reporting officers for purposes of Section 16(b) of the Securities Exchange Act of 1934 (a) LandCARE has informed the Stockholders “Exchange Act”), resales of shares of our common stock that it intends to account for the transactions contemplated by this Agreement as a pooling of interests. LandCARE has also informed the Stockholders that its ability to account for the transactions contemplated hereby as a pooling of interests was a material factor considered by LandCARE in its decision to enter into this Agreement. Therefore, you acquire under awards pursuant to the rules Plan may be “matched” with nonexempt purchases of our common stock within the previous or following six months for purposes of the “short-swing profits” recovery provisions of Section 16(b). Further, in no event may you sell shares of our common stock, whether acquired pursuant to the Plan or otherwise, if you are in possession of material information regarding our company that has not been publicly disclosed. You are advised to consult with counsel regarding your status as an affiliate and as a Section 16(b) reporting officer and the application of other federal and state securities laws to resales of shares of our common stock that you acquire pursuant to the Plan. ADDITIONAL INFORMATION We have filed a registration statement with respect to the shares of our common stock offered under the Plan with the Securities and Exchange Commission relating to pooling under the Securities Act. This registration statement incorporates by reference certain documents including our most recent Annual Report on Form 10-K and all subsequent reports on Form 10-K, Form 10-Q and Form 8-K, our proxy statements, and a description of interests transactionsour common stock filed under the Exchange Act, prior to the publication and dissemination which documents are also incorporated by LandCARE reference in this Prospectus. We will promptly furnish, without charge, on your request, a copy of consolidated financial results which include results any of the combined operations of documents incorporated by reference in the Company registration statement and LandCARE for at least thirty days on a consolidated basis following the Effective Time in this Prospectus (the "Publication"other than exhibits to such documents which are not specifically incorporated by reference in such documents), as well as our most recent Annual Report to Shareholders, if any, and any and all documents supplementing or updating the Stockholders shall not sellinformation contained in this Prospectus (including Plan information previously delivered, offer to sell or otherwise transfer or dispose ofif requested). Such requests should be addressed to: EnPro Industries, any shares of the LandCARE Stock received by StockholdersInc., engage in put0000 Xxxxxxxx Xxxxxxxxx, callXxxxx 000, shortXxxxxxxxx, Xxxxx Xxxxxxxx, 00000-sale0000, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of LandCARE Stock; provided, however, that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtedness. The certificates evidencing the LandCARE Stock to be received by the Stockholders will bear a legend statingAttn: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN WHICH THE SHARES REPRESENTED HEREBY WERE ISSUED. THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS OF THE HOLDER HEREOFXxxxx Xxxxx.

Restrictions on Resale. (a) LandCARE has PalEx and Buyer have informed the Stockholders Sellers that it PalEx intends to account for the transactions Merger and the acquisition contemplated by this Agreement as a pooling pooling-of-interests under Opinion No. 16 of intereststhe Accounting Principles Board ("OPINION NO. LandCARE has 16"). PalEx and Buyer have also informed the Stockholders Sellers that its PalEx's ability to account for the transactions Merger and the acquisition contemplated hereby by this Agreement as a pooling of pooling-of-interests was a material factor considered by LandCARE PalEx in its PalEx's decision to enter into this the Merger Agreement. Therefore, pursuant to the rules of the Securities and Exchange Commission relating to pooling of interests transactionsOpinion No. 16, prior to the publication and dissemination by LandCARE PalEx of consolidated financial results which include results of the combined operations of the Company Buyer and LandCARE PalEx for at least thirty 30 days on a consolidated basis following the Effective Time (the "Publication")effective time, the Stockholders Sellers shall not sell, offer to sell sell, or otherwise transfer or dispose of, any shares of the LandCARE PalEx Common Stock received by StockholdersSeller, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' Seller's risk of owning shares of LandCARE Stock; provided, however, that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtednessPalEx. The certificates evidencing the LandCARE PalEx Common Stock to be received by the Stockholders Seller will bear a legend statingsubstantially in the form set forth below: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLDThe shares represented by this certificate may not be sold, TRANSFERRED OR ASSIGNEDtransferred or assigned, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALEand the issuer shall not be required to give effect to any attempted sale, TRANSFER OR ASSIGNMENTtransfer or assignment, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN WHICH THE SHARES REPRESENTED HEREBY WERE ISSUEDprior to the publication and dissemination of financial statements by the issuer which include the results of at least 30 days of combined operations of the issuer and the company acquired by the issuer for which these shares are issued. THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS OF THE HOLDER HEREOFUpon the written request of the holder of this certificate, the issuer will remove this restrictive legend when this requirement has been met.

Restrictions on Resale. Neither the Exchange Shares, nor the shares of Conversion Shares issued or issuable to the holders of Convertible Notes or any shares held by (aor issuable to) LandCARE has informed any existing shareholders of Parent, will be registered under the Stockholders that it intends Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to account such securities is declared effective under the Securities Act, or (ii) Parent receives an opinion of counsel for the transactions contemplated by this Agreement as a pooling of interests. LandCARE has also informed stockholder, reasonably satisfactory to counsel for Parent, that an exemption from the Stockholders that its ability to account for the transactions contemplated hereby as a pooling of interests was a material factor considered by LandCARE in its decision to enter into this Agreement. Therefore, pursuant to the rules registration requirements of the Securities and Exchange Commission relating to pooling of interests transactions, prior to the publication and dissemination by LandCARE of consolidated financial results which include results of the combined operations of the Company and LandCARE for at least thirty days on a consolidated basis following the Effective Time (the "Publication"), the Stockholders shall not sell, offer to sell or otherwise transfer or dispose of, any shares of the LandCARE Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of LandCARE Stock; provided, however, that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtednessAct is available. The certificates evidencing the LandCARE Stock to be received by the Stockholders will bear representing securities issued under this Agreement shall contain a legend statingsubstantially as follows: “THE SHARES SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL OF THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.” “PURSUANT TO THE LOCK-UP AGREEMENT DATED AS OF JANUARY 17, 2007, BY AND AMONG THE COMPANY AND CERTAIN OF ITS SHAREHOLDERS AND EXECUTIVE OFFICERS, THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, HYPOTHECATED OR ASSIGNEDOTHERWISE DISPOSED OF, EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN SUCH LOCK-UP AGREEMENT, A COPY OF WHICH CAN BE OBTAINED FROM THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN WHICH THE SHARES REPRESENTED HEREBY WERE ISSUED. THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS OF THE HOLDER HEREOFCOMPANY.”

Restrictions on Resale. Seller and Shareholders acknowledge that MAX is a fully reporting company under the Securities Act of 1933 (a) LandCARE has informed the Stockholders that it intends to account for the transactions contemplated by this Agreement as a pooling of interests. LandCARE has also informed the Stockholders that its ability to account for the transactions contemplated hereby as a pooling of interests was a material factor considered by LandCARE in its decision to enter into this Agreement. Therefore"Securities Act"), pursuant is subject to the rules reporting requirement of the Securities and Exchange Commission relating ("Commission") pursuant to pooling of interests transactionsSections 12, prior to the publication and dissemination by LandCARE of consolidated financial results which include results 13, 14 or 15(d) of the combined operations Securities Exchange Act of the Company and LandCARE for at least thirty days on a consolidated basis following the Effective Time 1934, as amended (the "PublicationExchange Act"), ) and is current in its filings. Max represents and warrants that the Stockholders shall not sell, offer to sell or otherwise transfer or dispose of, any shares of its common stock issued pursuant to this Agreement are restricted securities under the LandCARE Stock received Securities Act of 1933, as amended and are subject to restrictions upon transfer. Currently, under Rule 144 of the Securities Act, a non-affiliate (defined as someone who is not an officer, director or holder of 10% or more of a company's common stock) is allowed to resell shares after one (1) year, if such a sale is conducted through a market transaction. Rule 144 is subject to revision by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of LandCARE Stock; provided, however, that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtednessCommission. The certificates evidencing representing the LandCARE Stock to be received by the Stockholders Shares will bear contain a restrictive legend statingwhich reads as substantially follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SHARES REPRESENTED UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE, AND ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THIS CERTIFICATE THE SECURITY HOLDER NAMED HEREIN THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT FOR PURPOSES OF DISTRIBUTION. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED TRANSFERRED, PLEDGED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER HYPOTHECATED IN THE TRANSACTION IN WHICH ABSENCE OF REGISTRATION, OR THE SHARES REPRESENTED HEREBY WERE ISSUEDAVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION. THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT STOCK TRANSFER AGENT HAS BEEN ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE WITH THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS OF THE HOLDER HEREOFABOVE INSTRUCTIONS.

Restrictions on Resale. (a) LandCARE Xxxxx has informed the Stockholders Companies and the ----------------------- Principals that it Xxxxx intends to account for the transactions contemplated by this Agreement Merger as a pooling of interestspooling-of- interests under Accounting Principals Board Opinion No. LandCARE 16 ("Opinion 16") . Xxxxx has also informed the Stockholders Principals that its ability to account for the transactions contemplated hereby Merger as a pooling of pooling-of-interests was a material factor considered by LandCARE Xxxxx in its Xxxxx'x decision to enter into this Agreement. Therefore, pursuant to the rules of the Securities and Exchange Commission relating to pooling of interests transactionsOpinion No. 16, prior to the publication and dissemination by LandCARE Xxxxx of consolidated financial results which include results of the combined operations of the Company Companies and LandCARE Xxxxx for at least thirty (30) days on a consolidated basis following the Effective Time (the "Publication")Time, the INDY Stockholders shall not sell, offer to sell sell, or otherwise transfer or dispose of, any shares of the LandCARE Xxxxx Common Stock received by INDY Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' INDY Stockholder's risk of owning shares of LandCARE Stock; provided, however, that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtednessXxxxx. The certificates evidencing the LandCARE Xxxxx Common Stock to be received by the INDY Stockholders will bear a legend statingsubstantially in the form set forth below: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN FOR WHICH THE THESE SHARES REPRESENTED HEREBY WERE ARE ISSUED. UPON THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS WRITTEN REQUEST OF THE HOLDER HEREOFOF THIS CERTIFICATE, THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN MET. In addition, certificates representing the Merger Consideration to be issued to affiliates of INDY as defined by the Securities Act of 1933, as amended, will bear a legend requiring compliance with the requirements of Rule 145 of the Securities Act of 1933, as amended in connection with any resale of the share of such Merger Consideration.

Restrictions on Resale. The Exchange Shares and the shares of OTMI Common Stock issued to the Highland Stockholders under the OTMI Stock Purchase Agreement will not be registered under the Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (ai) LandCARE has informed a registration statement with respect to such securities is declared effective under the Stockholders that it intends to account Securities Act, or (ii) OTMI receives an opinion of counsel for the transactions contemplated by this Agreement as a pooling of interests. LandCARE has also informed stockholder, reasonably satisfactory to counsel for OTMI, that an exemption from the Stockholders that its ability to account for the transactions contemplated hereby as a pooling of interests was a material factor considered by LandCARE in its decision to enter into this Agreement. Therefore, pursuant to the rules registration requirements of the Securities and Act is available. The certificates representing the Exchange Commission relating to pooling of interests transactionsShares under the OTMI Stock Purchase Agreement shall contain a legend substantially as follows: "THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, prior to the publication and dissemination by LandCARE of consolidated financial results which include results of the combined operations of the Company and LandCARE for at least thirty days on a consolidated basis following the Effective Time AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR APPAREL TECHNOLOGIES, INC. (the FORMERLY, OPTIMUM INTERACTIVE (USA) LTD.) RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR APPAREL TECHNOLOGIES, INC. (FORMERLY, OPTIMUM INTERACTIVE (USA) LTD.) THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE." "PublicationPURSUANT TO THE SHARE EXCHANGE AGREEMENT DATED AS OF OCTOBER 31, 2006, BY AND AMONG DIAMOND DECISIONS, INC., A NEVADA CORPORATION ("DIAMOND"), the Stockholders shall not sellOPTIMUM INTERACTIVE (USA) LTD., offer to sell or otherwise transfer or dispose ofA DELAWARE CORPORATION ("OTMI") AND CERTAIN OF THE SHAREHOLDERS AND EXECUTIVE OFFICERS OF DIAMOND, any shares of the LandCARE Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of LandCARE Stock; provided, however, that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtedness. The certificates evidencing the LandCARE Stock to be received by the Stockholders will bear a legend stating: THE SHARES SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, HYPOTHECATED OR ASSIGNEDOTHERWISE DISPOSED OF, EXCEPT IN ACCORDANCE WITH THE TERMS AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION CONDITIONS SET FORTH IN A LOCK-UP AGREEMENT BY AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN WHICH THE SHARES REPRESENTED HEREBY WERE ISSUED. THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT BETWEEN THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS OF THE HOLDER HEREOFAND OTMI."

Restrictions on Resale. (a) LandCARE has informed the The Stockholders agree that it intends to account for the transactions contemplated by this Agreement as a pooling of interests. LandCARE has also informed the Stockholders that its ability to account for the transactions contemplated hereby as a pooling of interests was a material factor considered by LandCARE in its decision to enter into this Agreement. Therefore, pursuant to the rules of the Securities and Exchange Commission relating to pooling of interests transactions, prior to the publication and dissemination by LandCARE of consolidated financial results which include results of the combined operations of the Company and LandCARE for at least thirty days on a consolidated basis following the Effective Time (the "Publication"), the Stockholders shall they will not sell, offer to sell sell, or otherwise transfer or dispose of, any shares of the LandCARE Stock received by the Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of LandCARE Stock; providedStock prior to the date two years after the Closing Date, however, and agree that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtedness. The certificates evidencing the LandCARE Stock to be received by the Stockholders will bear a the following legend statingevidencing this restriction: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THE ACT AND APPLICABLE SECURITIES LAW. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR ASSIGNEDOTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISTRIBUTION PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS [SECOND ANNIVERSARY OF THE ISSUER AND CLOSING DATE]. UPON THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN WHICH THE SHARES REPRESENTED HEREBY WERE ISSUED. THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS WRITTEN REQUEST OF THE HOLDER HEREOFOF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE. After the date one year after the Closing Date, the Stockholders may sell such shares pursuant to the LandCARE Liquidity Plan, a copy of which is attached hereto as SCHEDULE 9.3, and LandCARE shall remove the aforementioned legend to the extent reasonably necessary to permit the Stockholders to participate in the LandCARE Liquidity Plan. After the date two years after the Closing Date, neither the restrictions set forth herein nor the provisions of the LandCARE Liquidity Plan shall restrict the Stockholders from selling or otherwise disposing of any of such shares of LandCARe Stock.

Restrictions on Resale. (a) LandCARE has informed At the Stockholders that it intends to account Closing, none of the securities offered hereby will be registered under the Securities Act, and the certificates representing the securities will contain a legend restricting the distribution, resale, transfer, pledge, hypothecation or other disposition of the securities unless and until such securities are registered under the Securities Act or an opinion of counsel for the transactions contemplated by this Agreement as a pooling Company is received that registration is not required under the Securities Act. The terms of interests. LandCARE has also informed the Stockholders Offering require that its ability to account for the transactions contemplated hereby as a pooling of interests was a material factor considered by LandCARE in its decision to enter into this Agreement. Therefore, pursuant to the rules of Company file with the Securities and Exchange Commission relating ("Commission") a registration statement to pooling of interests transactionsregister the Shares within thirty days following the Closing, prior to although there can be no assurance that the publication and dissemination Company will file such a registration statement or that if filed, it will be declared effective by LandCARE of the Commission. FINANCIAL INFORMATION ABOUT THE COMPANY The Company's audited consolidated financial results which include results statements as of December 31, 1995 on Form 10-KSB is attached hereto as Exhibit A and made a part hereof, and the combined operations unaudited consolidated financial statements of the Company for each of the three month periods ended March 31, 1996, June 30, 1996 and LandCARE for at least thirty days September 30, 1996 contained in the Form 10-QSB's are attached hereto as Exhibits B, C, and D, respectively. RISK FACTORS THE PURCHASE OF SHARES IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK INCLUDING, BUT NOT NECESSARILY LIMITED TO, THE RISK FACTORS DESCRIBED BELOW. SHARES SHOULD NOT BE PURCHASED BY INVESTORS WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW AND CONSIDER THE FOLLOWING RISKS AS WELL AS THE OTHER INFORMATION CONTAINED IN THIS MEMORANDUM. Development Stage Company/No Revenues/Uncertain Profitability/History of Losses Since its inception, the Company has been principally engaged in developmental and organizational activities. To date, the Company has generated no revenues from operations. The Company does not anticipate any sign ificant revenues from product sales during the next twelve months. In addition, under certain conditions, commercial marketing of any products may prove to be contingent upon the Company obtaining various governmental approvals, including clearances from the U.S. Food and Drug Administration ("FDA"). The approval procedure will be extremely time consuming, expensive and uncertain. Accordingly, there can be no assurance that the Company will be able to generate sufficient revenues to operate on a consolidated profitable basis following in the Effective Time future. The Company is in the development stage and its business is subject to all of the risks inherent in the establishment of a new business enterprise. The likelihood of the success of the Company must be considered in light of the problems, expenses, complications and delays frequently encountered in connection with the formation of a new business, the development of new products, the competitive and regulatory environment in which the Company may be operating, and the possibility that its activities will not result in the development of any commercially viable products. There can be no assurance that the Company's activities will ultimately result in the development of commercially saleable or useful products. The Company has experienced annual operating losses and negative operating cash flow since inception. At September 30, 1996, the Company had a deficit accumulated during the development stage of $12,576,029. Unless and until the Company's product development and marketing activities are successful and its product(s) are sold directly or under licensing agreements, and through other forms of joint ventures, none of which is expected to occur, if at all, before the end of the second quarter of 1997, the Company will not have revenues to apply to operating expenses and the Company will continue to incur losses. Additionally, as a result of the start-up nature of its business and the fact that it has not commercially marketed any products, the Company expects to sustain substantial operating losses and negative cash flows in the future. Requirements for Additional Funds At September 30, 1996, the Company had a $6,000,000 line of credit with one commercial bank and a $500,000 equipment financing facility with a second commercial bank. Both credit facilities are 100% secured by cash, cash equivalents, and marketable securities of the Company, together with equipment financed with funds from such credit facility. In addition, the equipment financing facility is also secured by certain leasehold improvements of the Company. The line of credit facility expires on May 1, 1997. On November 14, 1996, the Company increased its line of credit facility to $6,750,000 and extended the expiration date thereof until June 30, 1997. The Company had additional availability against its line of credit and equipment financing facilities of $186,098 and $142,917 on its line of credit and equipment financing facility respectively, at December 31, 1996. In addition, in 1995, the Company issued warrants to purchase 400,000 shares of Common Stock of which warrants to purchase 111,000 shares have been exercised as of December 20, 1996. The Company has received an aggregate of $543,900 upon the exercise of said warrants. If the remainder of the warrants are exercised, the Company would receive additional funds of approximately $1,606,000, net of the registration and other costs to be paid by the Company as required under the terms of such warrants. The Company believes that its current cash on hand, together with the net proceeds of this Offering, will be sufficient to support its planned operations and capital expenditures through January, 1998 (assuming the "Publication"Company maintains its operations at its current levels and that the Closing occurs during January, 1997 for gross proceeds of $5,000,000), but thereafter will need to raise additional funds through public or private financings to support its planned operations and capital expenditures. Additional financings may consist of the Stockholders shall sale of debt or equity securities. The sale of additional equity securities could result in dilution to the purchasers in this offering. The Company believes that it will require additional capital before it reaches profitability and positive cash flow, if at all. If other external sources of funds are not sellavailable to the Company to satisfy short-term or long-term capital requirements, offer the Company may be required to sell reduce the compensation of its officers, office staff and other personnel and substantially reduce, or eliminate, certain areas of its product development activities, limit its operations significantly, or otherwise transfer modify its business strategy. The Company has not made any specific plans or dispose of, entered into any shares of the LandCARE Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way agreements to reduce the Stockholders' risk level of owning shares of LandCARE Stock; provided, however, its expenditures in the event that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtedness. The certificates evidencing the LandCARE Stock to be received by the Stockholders will bear a legend stating: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER IN THE TRANSACTION IN WHICH THE SHARES REPRESENTED HEREBY WERE ISSUED. THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS OF THE HOLDER HEREOFreductions become necessary.

Restrictions on Resale. The Notes (aand the Exchange Shares underlying the Notes) LandCARE has informed and Company Shares will not be registered under the Stockholders Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act; or (ii) TADF receives an opinion of counsel for such shareholder, reasonably satisfactory to counsel of TADF, that it intends to account for an exemption from the transactions contemplated by this Agreement as a pooling of interests. LandCARE has also informed the Stockholders that its ability to account for the transactions contemplated hereby as a pooling of interests was a material factor considered by LandCARE in its decision to enter into this Agreement. Therefore, pursuant to the rules registration requirements of the Securities and Act is available. The Notes shall contain a legend substantially as follows: “THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE CORPORATION RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS NOTE, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE CORPORATION , THAT THIS NOTE MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.” The certificate(s) representing the Exchange Commission relating to pooling of interests transactions, prior to Shares (in the publication and dissemination by LandCARE of consolidated financial results which include results event of the combined operations conversion of the Company and LandCARE for at least thirty days on a consolidated basis following the Effective Time (the "Publication"), the Stockholders any Notes) shall not sell, offer to sell or otherwise transfer or dispose of, any shares of the LandCARE Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of LandCARE Stock; provided, however, that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtedness. The certificates evidencing the LandCARE Stock to be received by the Stockholders will bear contain a legend statingsubstantially as follows: “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLDSOLD OR OTHERWISE TRANSFERRED UNLESS A COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT HAS BEEN MADE OR UNLESS AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS HAS BEEN ESTABLISHED, TRANSFERRED OR ASSIGNED, AND UNLESS SOLD PURSUANT TO RULE 144 UNDER THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR SECURITIES ACT OF 1933 TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS SATISFACTION OF THE ISSUER AND OF THE COMPANY ACQUIRED BY STOCK, IN ITS SOLE DISCRETION, WHICH MAY REQUIRE A WRITTEN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE ISSUER IN THE TRANSACTION IN WHICH THE SHARES REPRESENTED HEREBY WERE ISSUED. THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS OF THE HOLDER HEREOFSTOCK THAT REMOVAL OF THIS RESTRICTIVE LEGEND IS IN ALL MANNER PROPER AND IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT.” _____TADF _____Seller _____Company

Restrictions on Resale. (a) LandCARE has informed the Stockholders that it intends to account for the transactions contemplated by this Agreement as a pooling of interests. LandCARE has also informed the Stockholders that its ability to account for the transactions contemplated hereby as a pooling of interests was a material factor considered by LandCARE in its decision to enter into this Agreement. Therefore, pursuant to the rules The transfer of the Securities common shares issuable upon exercise of such Warrants may be restricted by applicable securities laws and Exchange Commission relating in some jurisdictions may be subject to pooling of interests transactions, prior to the publication and dissemination by LandCARE of consolidated financial results which include results of the combined operations of the Company and LandCARE for at least thirty days on a consolidated basis following the Effective Time (the "Publication"), the Stockholders shall not sell, offer to sell or otherwise transfer or dispose of, any shares of the LandCARE Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of LandCARE Stock; provided, however, that this restriction shall not prohibit the Stockholders from pledging any such shares to secure full-recourse indebtednessan indefinite hold period. The certificates evidencing representing the LandCARE Stock securities referred to herein may be required to be received by legended with any applicable hold period. Holders are advised to consult their own legal counsel in this regard. U.S. Persons and persons in the Stockholders United States understand and acknowledge that upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations, the certificates representing the common shares issuable upon exercise of the Warrants will bear a legend statingin substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SHARES REPRESENTED BY MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE ONLY (i) TO THE CORPORATION; (ii) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT; (iii) IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT; OR (iv) IN A TRANSACTION THAT IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE 1933 ACT AND STATE SECURITIES LAWS, PROVIDED THAT THE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT AS TO THE AVAILABILITY OF THE EXEMPTIONS RELIED ON. DELIVERY OF THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER TRANSACTIONS ON STOCK EXCHANGES IN THE TRANSACTION IN WHICH THE SHARES REPRESENTED HEREBY WERE ISSUED. THE FOREGOING RESTRICTION SHALL NOT PREVENT OR RESTRICT THE HOLDER HEREOF FROM PLEDGING THE SHARES REPRESENTED HEREBY TO SECURE FULL-RECOURSE INDEBTEDNESS OF THE HOLDER HEREOFCANADA.