EXHIBIT 10.2 MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND BETWEEN JONES LANG LASALLE INCORPORATED, SPAULDING & SLYE ACQUISITION CORP.

EXHIBIT 10.2

MEMBERSHIP INTEREST PURCHASE AGREEMENT

BY AND BETWEEN

XXXXX XXXX LASALLE INCORPORATED,

XXXXXXXXX & XXXX ACQUISITION CORP.

AND

XXXXXXXXX AND XXXX PARTNERS LLC

RELATING TO

XXXXXXXXX AND XXXX LLC

DATED AS OF NOVEMBER 26, 2005

TABLE OF CONTENTS
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ARTICLE PAGE
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ARTICLE I DEFINITIONS AND CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Knowledge. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
1.3 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE II SALE AND PURCHASE OF MEMBERSHIP INTERESTS; CLOSING. . . . . . . . . . . . . . . 10
2.1 Sale and Purchase of the Membership Interests. . . . . . . . . . . . . . . . . 10
2.2 Total Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.3 [Intentionally omitted]. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.4 Payment Plan; Right of Inspection. . . . . . . . . . . . . . . . . . . . . . . 14
2.5 Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.6 Allocation of Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE III CLOSING DATE BALANCE SHEET; OWNERSHIP OF
CERTAIN ASSETS AND LIABILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.1 Closing Date Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.2 Dispute Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.3 Reconciliation of Closing Date Liabilities . . . . . . . . . . . . . . . . . . 18

ARTICLE IV SELLER'S REPRESENTATIONS AND WARRANTIES REGARDING
SELLER AND ITS AFFILIATES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.1 Due Organization and Standing; Records . . . . . . . . . . . . . . . . . . . . 19
4.2 Authority; Execution and Delivery; Enforceability. . . . . . . . . . . . . . . 19
4.3 No Conflicts; Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.4 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.5 Ownership of Membership Interests. . . . . . . . . . . . . . . . . . . . . . . 20
4.6 Project Finance Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE V SELLER'S REPRESENTATIONS AND WARRANTIES
REGARDING THE COMPANY AND ITS SUBSIDIARIES. . . . . . . . . . . . . . . . . . . . . . 20
5.1 Due Organization, Standing and Power . . . . . . . . . . . . . . . . . . . . . 21
5.2 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5.3 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.4 Financial Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.5 Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . 23
5.6 Ordinary Course; No Material Adverse Change. . . . . . . . . . . . . . . . . . 23
5.7 Accounts Receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.8 Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.9 Books and Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
5.10 Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.11 Permits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.12 Real Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.13 Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

5.14 Compliance with Governmental Requirements. . . . . . . . . . . . . . . . . . . 27
5.15 Employment Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.16 Employee Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.17 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.18 Accounts Payable and Other Accrued Expenses. . . . . . . . . . . . . . . . . . 31
5.19 Prohibited Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
5.20 Absence of Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
5.21 Major Clients. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.22 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
5.23 Bank Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
5.24 Affiliate and Associate Transactions . . . . . . . . . . . . . . . . . . . . . 34
5.25 No Claims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
5.26 No Finder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
5.27 Title to and Sufficiency of Assets . . . . . . . . . . . . . . . . . . . . . . 35
5.28 Tangible Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
5.29 Computer System. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
5.30 Construction and Development Contracts . . . . . . . . . . . . . . . . . . . . 36
5.31 Government Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.32 [RESERVED] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.33 [RESERVED] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.34 Warranty Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.35 Information Accurate and Complete; Reliance. . . . . . . . . . . . . . . . . . 38

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF JLL AND
PURCHASER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
6.1 Due Organization and Standing. . . . . . . . . . . . . . . . . . . . . . . . . 38
6.2 Authority; Execution and Delivery; Enforceability. . . . . . . . . . . . . . . 38
6.3 No Conflicts; Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
6.4 No Finder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.5 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE VII COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
7.1 Access to Information; Confidentiality . . . . . . . . . . . . . . . . . . . . 39
7.2 Pre Closing Restrictions on Conduct of Business. . . . . . . . . . . . . . . . 41
7.3 Compliance with Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
7.4 Certain Employee Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
7.5 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
7.6 Consents, Filings and Authorizations; Efforts to Consummate. . . . . . . . . . 44
7.7 Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
7.8 Non-Competition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
7.9 Resignation and General Release. . . . . . . . . . . . . . . . . . . . . . . . 46
7.10 No Inconsistent Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
7.11 Maintenance of Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
7.12 Limited Liability Company Operating Agreement of the Company after the Closing 46
7.13 [Intentionally Omitted]. . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
7.14 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

7.15 Project Finance Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
7.16 Certain Excluded Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.17 Broker of Record . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.18 Current Service Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.19 S&S Construction Assignment of Shares. . . . . . . . . . . . . . . . . . . . . 48
7.20 No Solicitation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.21 Use of Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

ARTICLE VIII CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.1 Conditions to Purchaser's Obligations. . . . . . . . . . . . . . . . . . . . . 49
8.2 Conditions to Seller's Obligations . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE IX INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.1 Indemnification by Seller. . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.2 Indemnification by JLL and Purchaser . . . . . . . . . . . . . . . . . . . . . 54
9.3 Calculation of Losses; Limitation; Exclusive Remedy. . . . . . . . . . . . . . 54
9.4 Indemnification Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.5 Termination of Indemnification Obligations . . . . . . . . . . . . . . . . . . 56
9.6 Payment of Losses; Indemnification Limitation. . . . . . . . . . . . . . . . . 57
9.7 Right of Offset; Escrow. . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
9.8 Consequential Damages, etc . . . . . . . . . . . . . . . . . . . . . . . . . . 58

ARTICLE X TAX MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.1 Tax Period Ending on or Before the Closing Date. . . . . . . . . . . . . . . . 58
10.2 Tax Periods Beginning Before and Ending After the Closing Date . . . . . . . . 58
10.3 Preparation of Tax Returns at Direction of Seller. . . . . . . . . . . . . . . 59
10.4 Cooperation on Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.5 Certain Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

ARTICLE XI TERMINATION; EFFECT OF TERMINATION. . . . . . . . . . . . . . . . . . . . . . . 60
11.1 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.2 Effect of Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

ARTICLE XII MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
12.1 Waivers and Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
12.2 Governing Law; Jurisdiction and Venue. . . . . . . . . . . . . . . . . . . . . 61
12.3 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
12.4 No Third-Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . 62
12.5 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
12.6 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
12.7 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
12.8 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
12.9 Titles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
12.10 Delays or Omissions; Cumulative Nature of Remedies . . . . . . . . . . . . . . 63
12.11 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
12.12 Waiver of Trial by Jury. . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
12.13 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

iii

SCHEDULES
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Disclosure Schedule with respect to the matters to be disclosed pursuant to
Sections 4.3, 4.6 and 5.1 through 5.35 of this Agreement.

Schedule 1.2 Knowledge
Schedule 3.1 Certain Liabilities
Schedule 6.3 Purchaser Consents
Schedule 7.2 Permitted Changes
Schedule 7.8 Permitted Activities
Schedule 7.16 Excluded Liabilities
Schedule 8.1(b) Consent and Waivers
Schedule 8.1(h) Employment Agreements

EXHIBITS
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Exhibit A Description of Business
Exhibit B LLC Agreement
Exhibit C General Release
Exhibit D Trademark License Agreement
Exhibit E Employment Agreement

MEMBERSHIP INTEREST PURCHASE AGREEMENT
--------------------------------------

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "AGREEMENT"), dated as of
November 26, 2005, is made by and between XXXXX LANG LASALLE INCORPORATED, a
Maryland corporation ("JLL"), XXXXXXXXX AND XXXX PARTNERS LLC, a Delaware
limited liability company, with its principal offices located at 000 Xxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("SELLER"), and XXXXXXXXX & XXXX ACQUISITION
CORP., a Delaware corporation, with its principal offices located at 000 Xxxx
Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 ("PURCHASER"). JLL, Seller and
Purchaser are sometimes referred to individually as a "Party" and collectively
as the "Parties."

R E C I T A L S:
- - - - - - - --

A. Seller owns one hundred percent (100%) of the outstanding membership
interests (the "MEMBERSHIP INTERESTS") in Xxxxxxxxx and Xxxx LLC, a Delaware
limited liability company (the "COMPANY"); and

B. Seller desires to sell the Membership Interests to Purchaser and
Purchaser desires to purchase the Membership Interests from Seller, for the
consideration and upon the terms and subject to the conditions set forth in this
Agreement; and

C. JLL owns, directly or indirectly, 100% of the issued and outstanding
shares of the capital stock of Purchaser.

A G R E E M E N T
- - - - - - - - -

In consideration of the foregoing and the mutual covenants and agreements
contained in this Agreement, and intending to be legally bound hereby, the
Parties hereby agree as follows:

ARTICLE I
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DEFINITIONS AND CONSTRUCTION
----------------------------

1.1 DEFINITIONS. In addition to the terms defined elsewhere in this
-----------
Agreement, the following words and phrases shall have the following meanings:

"1060 FORMS" has the meaning specified in Section 2.6(d).
--------------

"ACCOUNT" means the account of Seller referred to in Section 2.2(a) hereof.
--------------

"AFFILIATE" means, with respect to any Person, any individual or entity
that, directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with such Person. As used in this
definition, "control" means the direct or indirect ownership of fifty percent
(50%) or more of the outstanding capital stock or other equity interests having
ordinary voting power.

"AGREEMENT" has the meaning specified in the Preamble to this Agreement.

"ALTERNATE ACCOUNTING FIRM" has the meaning specified in Section 3.2
-----------
hereof.

"APPLICABLE LAW" shall mean all laws of any Governmental Authority,
including without limitation federal and state securities laws, Tax laws,
ordinances, judgments, decrees, injunctions, writs and orders or like actions of
any Governmental Authority and rules and regulations of any federal, regional,
state, county, municipal or other Governmental Authority, which are applicable
to the Company, any Subsidiary or any specified Person.

"BALANCE SHEET" has the meaning set forth in Section 5.4 hereof.
-----------

"BALANCE SHEET DATE" has the meaning set forth in Section 5.4 hereof.
-----------

"BALANCE SHEET ITEMS" has the meaning specified in Section 3.1 hereof.
-----------

"BASKET" has the meaning set forth in Section 9.6 hereof.
-----------

"BENEFIT PLAN" means any employee benefit plan, program, policy, contract
(whether or not written) or arrangement, including any pension or retirement
plan, deferred compensation plan, vacation pay plan, stock option plan, bonus
plan, change in control agreement or plan, stock purchase plan, hospitalization,
disability or other insurance plan, or severance, retention or termination pay
plan or policy, maintained, sponsored, or contributed to by the Company with
respect to which the Company has any liability whether contingent or otherwise.

"BUSINESS" means the business of the Company and its Subsidiaries as is
more particularly described on Exhibit A attached hereto.
----------

"BUSINESS DAY" means any day other than Saturday, Sunday and any day that
in the State of Illinois is a legal holiday or a day on which banking
institutions are permitted to be closed.

"CERCLA" means the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980 as amended by the Superfund Amendments and Reauthorization
Act of 1986, or as otherwise amended or reformed from time to time.

"CERCLIS" means the Comprehensive Environmental Response, Compensation, and
Liability Information System.

"CLOSING" means the closing of the sale and purchase of the Membership
Interests.

"CLOSING DATE" means the later of (i) January 3, 2006, or (ii) or such
other date as the Parties may mutually agree upon, provided, however, that the
Closing shall be deemed effective for all purposes hereunder at the opening of
business on January 1, 2006.

"CLOSING DATE BALANCE SHEET" has the meaning specified in Section 3.1
-----------
hereof.

"CLOSING DATE LIABILITIES" has the meaning specified in Section 3.1 hereof.
-----------

"CLOSING DATE PURCHASE PRICE" means One Hundred Fifty Million Dollars
($150,000,000).

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

"COMPANY" has the meaning specified in the Recitals hereto.

"COMPANY DEBT" means, whether or not reflected on the Balance Sheet or
Latest Balance Sheet, all indebtedness of the Company or any Subsidiary owed to
financial institutions or other Persons, all preferred equity and all
liabilities under capitalized leases of the Company or any Subsidiary under
GAAP, including, without limitation, the aggregate amount of all outstanding
principal, all accrued interest and dividends, all paid but unamortized
origination expense and any unpaid fees and expenses, premiums, penalties or
other amounts (including losses, costs, penalties and expenses, if any, of
lenders and other parties to Contracts relating to the foregoing items arising
from the payment or prepayment of such items) payable in connection with the
payment or repayment at or after the Closing of any of the foregoing; provided,
however, that in no event shall a lease of real property constitute Company
Debt.

"COMPANY LEASES" has the meaning specified in Section 5.12(b) hereof.
---------------

"COMPANY MATERIAL ADVERSE EFFECT" shall mean any material adverse change,
event, circumstance or development, other than a Company Permitted Adverse
Effect, with respect to, or material adverse effect on, (i) the business,
assets, liabilities, capitalization, condition (financial or other), or results
of operations of the Company and the Subsidiaries, taken as a whole, (ii) the
ability of Purchaser to operate the business of the Company and each of the
Subsidiaries, taken as a whole, immediately after the Closing, substantially in
the manner as such business was operated by the Company and the Subsidiaries,
taken as a whole, immediately prior to the Closing or (iii) Seller's ability to
consummate the transactions contemplated by this Agreement. For the avoidance of
doubt, the parties agree that, other than in connection with the definitions of
Company Material Adverse Effect set forth above, the terms "material,"
"materially" or "materiality" as used in this Agreement with an initial lower
case "m" shall have their respective customary and ordinary meanings, without
regard to the meaning ascribed to Company Material Adverse Effect.

"COMPANY PERMITTED ADVERSE EFFECT" shall mean any material adverse change,
event, circumstance or development arising out of (a) changes in general
economic or political conditions or the financing or capital markets in general
or changes in currency exchange rates, (b) changes in laws or interpretations
thereof by any Governmental Authority or changes in accounting requirements or
principles, (c) changes affecting generally the industries or markets in which
the Company and the Subsidiaries conduct business which do not have a
disproportionate impact on the Company and the Subsidiaries, taken as a whole,
(d) the consummation of the transactions contemplated hereby, (e) any natural
disaster, sabotage, military action or war (whether or not declared) or any
escalation or worsening thereof, (f) any action required to be taken under any
law or order or any existing agreement by which the Company or any of the
Subsidiaries (or any of their respective properties) is bound, provided that a
true, correct and complete copy of each such existing agreement has been
delivered to Purchaser prior to the date hereof, or (g) the public announcement
of this Agreement, the pendency of the transactions contemplated hereby or the
performance by Seller or the Company of their obligations hereunder.

"COMPANY'S RECORD BOOKS" has the meaning specified in Section 5.9 hereof.
-----------

"COMPANY SPONSORED BENEFIT PLAN" has the meaning specified in Section 5.16
------------
hereof.

"COMPUTER SYSTEM" means, collectively, all computer hardware and software
and related materials used by the Company.

"CONFIDENTIAL INFORMATION" has the meaning specified in Section 7.1(c)
--------------
hereof.

"CONFIDENTIAL INFORMATION MEMORANDUM" means the Confidential Information
Memorandum respecting the Company and its Subsidiaries prepared by Xxxxxxxxx
Associates.

"CONFIDENTIALITY AGREEMENT" has the meaning specified in Section 7.1(b)
--------------
hereof.

"CONSTRUCTION CONTRACT" has the meaning specified in Section 5.30 hereof.
------------

"CONTRACT" means any contract, lease, binding commitment, sales order,
purchase order, agreement, indenture, mortgage, note, bond, warrant, instrument
or license, whether written or oral.

"CT&T" has the meaning specified in Section 9.7(c) hereof.
--------------

"DOLLARS" means the currency of the United States of America.

"ENVIRONMENTAL CLAIM" means any claim, liability, investigation, litigation
or administrative proceeding, whether pending or threatened pursuant to written
or oral notification, or any judgment or order relating to any Hazardous
Materials asserted or threatened pursuant to written or oral notification
against the Company or any Subsidiary or any event giving rise to liability of
the Company or any Subsidiary under any Environmental Law with respect to any
property now or previously owned or leased by the Company or any of its
Subsidiaries or in any other manner relating to, or arising from or in
connection with the conduct of the Business of the Company or any of its
Subsidiaries.

"ENVIRONMENTAL LAWS" means all applicable federal, state, local and foreign
statutes, rules regulations, ordinances (including, without limitation, those
specified in the definition of Hazardous Materials) codes, decrees, judgments,
directives, orders and other provisions that have the force or effect of law,
all judicial and administrative orders and determinations (including consent
orders and agreements with Governmental Authorities), and all common law
concerning public health and safety, pollution or protection of the environment,
natural resources or worker health and safety, including, without limitation,
those related to the manufacture, presence, use, production, generation,
handling, transportation, treatment, storage, disposal, distribution, labeling,
testing, processing, discharge, Release, threatened Release, control or cleanup
of Hazardous Materials.

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

"ERISA AFFILIATE" means with respect to any Person, any corporation, trade
or business which, together with such Person, is a member of a controlled group
of corporations or a group of trades or business under common control or is
otherwise treated as a single employer under section 414(b), (c), (m) or (o) of
the Code.

"ESCROW" has the meaning specified in Section 2.5 hereof.
------------

"ESCROWEE" has the meaning specified in Section 2.5 hereof.
------------

"EXCLUDED LIABILITIES" has the meaning specified in Section 7.16 hereof.
------------

"FABS" means "Financial Business Solutions". FABS schedule contractors
provide services such as financial management, budget formulation, execution and
monitoring, accounting, financial audits, etc.

"GAAP" means United States generally accepted accounting principles.

"GOVERNMENT CONTRACT" has the meaning specified in Section 5.31 hereof.
------------

"GOVERNMENTAL AUTHORITY" means any federal, state, local or foreign
government administrative agency, governmental commission, department, board,
bureau, agency or instrumentality, court, tribunal, administrative law judge,
arbitrator or arbitral body or other governmental authority or instrumentality,
domestic or foreign.

"GOVERNMENTAL REQUIREMENTS" means, as of the date of determination thereof,
all Applicable Laws or similar forms of decision of any Governmental Authority.

"GSA" has the meaning specified in Section 5.31 hereof.
------------

"HAZARDOUS MATERIALS" means hazardous wastes, hazardous substances,
hazardous constituents, toxic substances or related materials, whether solids,
liquids or gases including but not limited to substances defined as "PCBs,"
"hazardous wastes," "hazardous substances," "toxic substances," "pollutants,"
"contaminants," "radioactive materials," "petroleum," "petroleum substances,"
asbestos, asbestos-containing material, urea formaldehyde or materials that
contain it, or other similar designations in, or otherwise subject to regulation
under, CERCLA,; the Toxic Substance Control Act ("TSCA"), 15 U.S.C. Sec. 2601 et
seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Sec. 9601;
the Clean Water Act ("CWA"), 33 U.S.C. Sec. 1251 et seq.; the Safe Drinking
Water Act, 42 U.S.C.Sec. 300f et seq.; the Clean Air Act ("CAA"), 42 U.S.C. Sec.
7401 et seq.; the Atomic Energy Act of 1954, as amended, 42 U.S.C. Sec. 2011 et
seq.; the Hazardous Materials Transportation Act ("HMTA"), 49 U.S.C. Sec. 5201
et seq.; or under any other Environmental Law that defines the same or similar
terms; and in the plans, rules, regulations or ordinances adopted, or other
criteria, guidance and guidelines promulgated and/or published pursuant to the
preceding laws or other similar laws, regulations, rules or ordinances, and any
other substances, constituents or wastes subject to environmental regulations
under any Applicable Law.

"HSR ACT" means the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976,
as amended.

"INDEMNIFIED PARTY" has the meaning specified in Section 9.4(a) hereof.
--------------

"INDEMNIFYING PARTY" has the meaning specified in Section 9.4(a) hereof.
--------------

"INITIAL RESOLUTION PERIOD" has the meaning specified in Section 3.1
-----------
hereof.

"IRS" means the United States Internal Revenue Service.

"JLL" has the meaning specified in the Preamble to this Agreement.

"JLL MATERIAL ADVERSE EFFECT" shall mean any material adverse change,
event, circumstance or development, other than a JLL Permitted Adverse Effect,
with respect to, or material adverse effect on, (i) the business, assets,
liabilities, capitalization, condition (financial or other), or results of
operations of JLL and its subsidiaries, taken as a whole or (ii) the ability of
Purchaser or JLL to consummate the transactions contemplated by this Agreement.
For the avoidance of doubt, the parties agree that, other than in connection
with the definition of JLL Material Adverse Effect set forth above, the terms
"material", "materially" or "materiality" as used in this Agreement with an
initial lower case "m" shall have their respective customary and ordinary
meanings, without regard to the meaning ascribed to JLL Material Adverse Effect.

"JLL PERMITTED ADVERSE EFFECT" shall mean any material adverse change,
event, circumstance or development arising out of (a) changes in general
economic or political conditions or the financing or capital markets in general
or changes in currency exchange rates, (b) changes in laws or interpretations
thereof by any Governmental Authority or changes in accounting requirements or
principles, (c) changes affecting generally the industries or markets in which
JLL conducts business which do not have a disproportionate impact on JLL, (d)
the consummation of the transactions contemplated hereby, (e) any natural
disaster, sabotage, military action or war (whether or not declared) or any
escalation or worsening thereof, (f) any action required to be taken under any
law or order or any existing agreement by which Purchaser (or any of its
properties) is bound, or (g) the public announcement of this Agreement, the
pendency of the transactions contemplated hereby or the performance by JLL or
Purchaser of their obligations hereunder.

"KEY EMPLOYEE LIST" has the meaning specified in Section 5.15 hereof.
------------

"LATEST BALANCE SHEET" has the meaning specified in Section 5.4 hereof.
-----------

"LATEST BALANCE SHEET DATE" has the meaning specified in Section 5.4
-----------
hereof.

"LATEST FINANCIAL STATEMENTS" has the meaning specified in Section 5.4
-----------
hereof.

"LIABILITY" means any liability or obligation of any kind, nature or
description (whether known or unknown, whether asserted or unasserted, whether
absolute or contingent, whether accrued or unaccrued, whether liquidated or
unliquidated, and whether due or to become due), including, without limitation,
any liability for Taxes.

"LIEN" means any mortgage, deed of trust, lien, security interest, pledge,
hypothecation, charge, claim, restriction, or encumbrance of any kind or any
preference, priority, or other agreement for security or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
title retention agreement).

"LLC AGREEMENT" has the meaning specified in Section 2.4(a).
---------------

"LOSSES" means collectively, all losses, Liabilities, charges, claims,
demands, penalties, fines, costs, fees, amounts paid (i) in settlement, or (ii)
to cure, or (iii) to obtain waiver of, defaults, damages and expenses
(including, without limitation, reasonable legal fees and expenses, court costs,
reasonable costs of investigation and costs of appeal).

"MAJOR CLIENTS" has the meaning specified in Section 5.21 hereof.
-------------

"MAS" has the meaning specified in Section 5.31 hereof.
-------------

"MATERIAL CONTRACTS" means contracts of the Company and its Subsidiaries
described in Section 5.8(a).
---------------

"MEMBERSHIP INTERESTS" has the meaning specified in the Recitals hereto.

"MOBIS" means "Mission Oriented Business Integrated Services." MOBIS
schedule contractors provide services such as consulting, studies surveys,
training services, facilitation services, etc.

"NET CASH COLLECTIONS OF ANY CLOSING DATE ACCOUNTS RECEIVABLE" has the
meaning specified in Section 3.3(a) hereof.
---------------

"NOTICE" means notification in either written, electronic or, to the
Knowledge of Seller, oral form.

"OBJECTION NOTICE" has the meaning specified in Section 3.1 hereof.
-----------

"OBJECTION PERIOD" has the meaning specified in Section 3.1 hereof.
-----------

"ORDINARY COURSE OF BUSINESS" means the conduct of the Business of the
Company and each of its Subsidiaries in the ordinary and normal course of
day-to-day operations consistent with past practices and not requiring the
approval or consent of the member of the Company or the members of Seller.

"PARTY" and "PARTIES" have the meanings specified in the Preamble to this
Agreement.

"PERMITS" means any certificates, licenses, permits, authorizations,
consents, waivers, or approvals required to be issued or granted to the Company
or any of its Subsidiaries by Governmental Authorities in connection with the
operation of the Business of the Company or such Subsidiary as such Business is
presently conducted.

"PERMITTED LIENS" means (a) mechanics', carriers', workmen's,
warehousemen's, repairmen's or other like Liens arising in the Ordinary Course
of Business from amounts which are not yet due and payable and which would not
individually or in the aggregate have a Material Adverse Effect or which are
being contested, with bond, in appropriate proceedings; (b) Liens arising under
any original purchase price conditional sales contracts and equipment leases
with third parties entered into in the Ordinary Course of Business; (c) Liens
for Taxes and other governmental obligations not yet due and payable or which
hereafter may be paid without penalty or which are being contested in good
faith; and (d) other minor imperfections of title, restrictions or encumbrances,
if any, which do not impair the ownership, operation or continued use of the
specific assets to which they relate.

"PERSON" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization or any Governmental Authority.

"PRE-CLOSING PERIOD" means any Tax period ending on or before the Closing
Date and, in the case of a Tax period that begins on or before the Closing Date
and ends after the Closing Date, the portion of such period through and
including the Closing Date.

"PROCEEDING" means any action, arbitration, audit, hearing, investigation,
litigation, suit (whether civil, criminal, administrative, investigative or
informal) commenced, brought, conducted, or heard by or before or otherwise
involving any governmental authority, agency, instrumentality, court or
arbitrator.

"PROHIBITED TRANSACTION" has the meaning set forth in ERISA Sec.406 and
Code Sec.4975.

"PROJECT FINANCE AGREEMENTS" has the meaning specified in Section 4.6
-----------
hereof.

"PROJECT FINANCE DOCUMENTS" has the meaning specified in Section 4.6
-----------
hereof.

"PROJECT FINANCE GUARANTIES" has the meaning specified in Section 4.6
-----------
hereof.

"PROJECT LENDERS" has the meaning specified in Section 7.15(a) hereof.
---------------

"PROJECT LENDERS' CONSENTS" has the meaning specified in Section 7.15(a)
---------------
hereof.

"PURCHASER" has the meaning specified in the Preamble to this Agreement.

"RECEIVABLES" means the accounts receivable and notes receivable of the
Company and each Subsidiary.

"RECONCILIATION DATE" has the meaning specified in Section 3.1 hereof.
-----------

"RELEASE" means any spilling, leaking, emitting, discharging, depositing,
escaping, leaching, emanating, crumbling, dumping, pumping or other releasing or
allowing to escape into or through the environment, whether intentional or
unintentional, sudden, immediate or over an extended period of time.

"REVIEWING PARTY" has the meaning specified in Section 3.2 hereof.
-----------

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

"SELLER" has the meaning specified in the Preamble to this Agreement.

"SUBSIDIARIES" means S&S Boston Construction LP, a Massachusetts limited
partnership, Xxxxxxxxx and Xxxx Construction LP, a Massachusetts limited
partnership, S&S PR One LLC, a Delaware limited liability company, S&S PR Two
LLC, a Delaware limited liability company, S&S Colliers International Puerto
Rico, a Puerto Rico general partnership and Xxxxxxxxx & Xxxx Federal Services
LLC, a Delaware limited liability company and, for all purposes hereunder
including the representations and warranties of Seller set forth in Article V
below and the indemnification provisions of Article IX below, the term
"Subsidiary" or "Subsidiaries" shall be deemed to include Xxxxxxxxx and Xxxx
Construction Company, Inc., a Massachusetts corporation ("S&S Construction").

"TAX" means (i) any tax or other similar assessment or charge (including
any tax imposed under Subtitle A of the Code and any net income, alternative or
add-on minimum tax, gross income, gross receipts, sales, use, intangibles, ad
valorem, value added, transfer, franchise, profits, license, withholding tax on
amounts paid, payroll, social security (or similar), employment, excise,
severance, stamp, capital stock, occupation, property, environmental or windfall
profit tax, premium, customs, duty or other tax), together with any interest,
penalty, addition to tax or other additional amount, in each case imposed by any
Governmental Authority, (ii) any liability for the payment of any amount of the
type described in clause (i) above as a result of a Person being a member of an
affiliated, consolidated or combined group with any other entity at any time on
or prior to the Closing Date or as a result of any tax sharing or similar
agreement and (iii) any liability of any Person with respect to the payment of
any amount of the type described in clause (i) or (ii) above as a result of any
express or implied obligation of such Person to indemnify any other Person.

"TAX AUTHORITY" means any branch, office, department, agency,
instrumentality, court, tribunal, officer, employee, designee, representative,
or other Person that is acting for, on behalf or as a part of any foreign or
domestic government (or any political subdivision thereof) that is engaged in or
has any power, duty, responsibility or obligation relating to the legislation,
promulgation, interpretation, enforcement, regulation, monitoring, supervision
or collection of or any other activity relating to any Tax or Tax Return.

"TAX PROCEEDING" means any audit, examination, review, assessment or
reassessment, refund claim, litigation or other administrative or judicial
proceeding or other similar action by a Tax Authority relating to any Tax for
which the Company or any Subsidiary is (or is asserted to be) or may be liable.

"TAX PURCHASE PRICE" has the meaning specified in Section 2.6(a) hereto.
--------------

"TAX RETURN" means any return, election, declaration, report, schedule,
information return, document, information, opinion, statement, or any amendment
to any of the foregoing (including without limitation any consolidated, combined
or unitary return) submitted or required to be submitted to any Tax Authority.

"TERRITORY" means the greater Boston, Massachusetts metropolitan area, the
greater Washington, D.C. metropolitan area (including Virginia and Maryland),
Connecticut and Puerto Rico.

"THIRD PARTY CLAIM" has the meaning specified in Section 9.4(a) hereof.
--------------

"TOTAL CASH" has the meaning specified in Section 3.3(a) hereof.
---------------

1.2 KNOWLEDGE. Whenever any representation or warranty of Seller
---------
contained in this Agreement or in any schedule, exhibit or other document
delivered in connection with this Agreement is qualified to the "Knowledge" of
Seller, such qualification means the actual knowledge of any of the individuals
listed on Schedule 1.2 hereto, after making due inquiry of the Person at the
-------------
Company or either of its Subsidiaries having primary operating responsibility
for the subject matter of the representation and warranty in question.

1.3 CONSTRUCTION. Unless otherwise indicated, (i) defined terms
------------
include the plural as well as the singular; (ii) any agreement defined or
referred to herein includes each amendment, modification and supplement thereto;
(iii) a reference to any law or Regulation includes any amendment, modification
or successor thereto; (iv) accounting terms not otherwise defined have the
meanings assigned to them by GAAP; and (v) the words "include," "includes" and
"including" are not limiting and are deemed to be followed by the words "without
limitation" whether or not in fact followed by such words or words of like
import.

ARTICLE II
----------

SALE AND PURCHASE OF MEMBERSHIP INTERESTS; CLOSING
--------------------------------------------------

2.1 SALE AND PURCHASE OF THE MEMBERSHIP INTERESTS. Subject to the
--------------------------------------------------
terms and conditions of this Agreement, at the Closing on the Closing Date
Seller will transfer, sell and assign the Membership Interests to Purchaser and
Purchaser will purchase the Membership Interests from Seller.

2.2 TOTAL CONSIDERATION. The total consideration for the Membership
--------------------
Interests shall be the aggregate of the Closing Date Purchase Price plus the
aggregate amount of the deferred payments which are made by Purchaser to Seller
pursuant to Section 2.2(b) below, plus any contingent payment which is made by
--------------
Purchaser to Seller pursuant to Section 2.2(c) below.
---------------

(a) CLOSING DATE PURCHASE PRICE. On the Closing Date and in
------------------------------
connection with the consummation of the Closing Purchaser or JLL shall pay
to Seller the Closing Date Purchase Price by wire transfer of immediately
available funds to an account of Seller designated in writing by Seller and
delivered to Purchaser at least two (2) Business Days before the Closing
Date (the "ACCOUNT").

(b) DEFERRED PAYMENTS. Subject to the provisions of Section 9.7
------------------ -----------
below, on January 2, 2008 (or if that date shall not be a Business Day such
payment shall be made on the immediately succeeding Business Day),
Purchaser or JLL shall pay to Seller Twenty Million Dollars ($20,000,000)
and on December 31, 2008 (or if that date shall not be a Business Day such
payment shall be made on the immediately preceding Business Day), Purchaser
shall pay to Seller Fifteen Million Dollars ($15,000,000) in each case by
wire transfer of immediately available funds to the Account.

(i) EARN OUT DEFINITIONS. The following definitions shall be
--------------------
applicable for purposes of determining the amount, if any, of the earn
out payment which may be payable to Seller hereunder:

"BUSINESS OPERATIONS" means that portion of the business
operations of Xxxxx Xxxx LaSalle Americas, Inc. ("Americas")
(exclusive of business operations of the Company and any of its
Subsidiaries) which are managed directly or indirectly by Seller's
Management and which consists of Americas' Markets and investment
sales within the greater Washington D.C. and Boston markets.

"EARN-OUT ELIGIBLE REVENUE" means the excess, if any, of Revenue
over Steady State Revenue.

"EARN-OUT MULTIPLIER" means Minimum Earn-out Shortfall divided by
$35,000,000 rounded to three decimal places.

"EARN-OUT" shall mean the lesser of $35,000,000 or Earn-out
Eligible Revenue divided by the Earn-out Multiplier

"MARKETS" means agency leasing, transaction execution
representing tenants (exclusive of any revenue allocated or earned by
Americas' public institution business in connection with or arising
from said activities), property management, project and development
services except services provided in conjunction with reimbursed
corporate accounts.

"MINIMUM EARN-OUT SHORTFALL" means Pro Forma Revenue minus Steady
State Revenue.

"PRO FORMA REVENUE" shall mean the sum of (a) $329,452,000 plus
(b) Revenue from Purchaser.

"REVENUE" shall mean the sum of (a) revenue recognized in
accordance with GAAP during the period beginning on January 1, 2006
and ending at the close of business on December 31, 2008 (the
"Earn-Out Period") generated from the operations of the Business by
the Company and its Subsidiaries (reference the Confidential
Information Memorandum) plus (b) revenue recognized in accordance with
GAAP generated during the Earn-Out Period from the Business
Operations.

"REVENUE FROM PURCHASER" shall mean the amount of 2006 projected
revenue from the Business Operations as shall be agreed upon in
writing by Purchaser and Seller's Management prior to the Closing Date
on the basis of Americas' final 2006 operational plan recommended by
Americas' management to its board of directors; provided, however,
-------- --------
that Revenue from Purchaser for the Earn-Out Period shall not be more
than 15% greater or lesser than $70,200,000.

"SELLER'S MANAGEMENT" shall mean Xxxxx XxXxxxx and Xxxxx Xxxxxx.

"STEADY STATE REVENUE" shall mean the sum of (a) $259,500,000
plus (b) Revenue from Purchaser.

(ii) EXAMPLE. For the avoidance of doubt, by way of example,
-------
and as an illustration of the Parties' intent (and using hypothetical
numbers) of the earn out calculation, the following is an example of
the manner in which the earn out calculation shall be made upon the
completion of the Earn Out Period.

If the amounts defined at Closing are:
-------------------------------------------
Steady State Revenue = $329,700,000
Pro Forma Revenue = $399,652,000

Then:
-----
Minimum Earn-out Shortfall = $69,952,000
Earn-out Multiplier = 1.999

And if the amounts calculated at the end of Earn-out Period are:
----------------------------------------------------------------
Revenue = $375,000,000 (assumption for this example)
Earn-out Eligible Revenue = $45,300,000 ($375,000,000 minus
$329,700,000)

Then:
-----
Earn-out = $22,661,331($45,300,000 divided by 1.999)

(iii) ANNUAL CALCULATION. On or before March 1, 2007 and
-------------------
March 1, 2008, Purchaser shall deliver to Seller a written calculation
of Purchaser's determination of Revenue for calendar years 2006 and
2007, respectively. Seller shall have a period of ten (10) Business
Days after receipt of Purchaser's calculation within which to object
in writing to Purchaser with respect to the calculation so made,
specifying in detail the basis of any objection. The resolution of any
dispute regarding the earn out payment shall be conducted in the same
manner as is specified for the resolution of disputes in Section 3.2
hereof. If Seller shall fail to deliver a written objection notice to
Purchaser within such ten (10) Business Day period then Purchaser's
calculations respecting the earn out shall be deemed final and binding
upon the parties without further recourse.

(iv) FINAL CALCULATION. On or before March 1, 2009,
------------------
Purchaser shall deliver to Seller a written calculation of Purchaser's
determination of (A) Revenue for calendar year 2008, and (B) whether
any earn out payment is due and payable to Seller hereunder and, if
such payment is due and payable, the amount thereof. In calculating
whether any earn-out payment is due to Seller, Purchaser's calculation
shall reflect the amount of Revenue for 2006 and 2007 determined
pursuant to clause (iii) above. Seller shall have a period of ten (10)
Business Days after receipt of Purchaser's calculation within which to
object in writing to Purchaser with respect to the calculation so
made, specifying in detail the basis of any objection. The resolution
of any dispute regarding the earn out payment shall be conducted in
the same manner as is specified for the resolution of disputes in
Section 3.2 hereof. If Seller shall fail to deliver a written
objection notice to Purchaser within such ten (10) Business Day period
then Purchaser's calculations respecting the earn out shall be deemed
final and binding upon the parties without further recourse.

(v) PAYMENT. Subject to the provisions of Section 9.7 below,
------- -----------
any amount payable to Seller with respect to the earn out payment
shall be made by Purchaser or JLL by wire transfer of immediately
available funds to the Account within five (5) Business Days after the
expiration of the ten (10) Business Day period referred to in Section
2.2(c)(iv) above (where there has been no timely objection made by
Seller), or within five (5) Business Days after the date upon which
any dispute with respect thereto has been finally and fully resolved.
In no event shall Purchaser or JLL be obligated to make any earn out
payment in excess of Thirty Five Million Dollars ($35,000,000).

(vi) ACCESS TO RECORDS. Without limiting the generality of
-------------------
any other provision of this Agreement at Seller's sole cost and
expense, Purchaser shall give Seller and its agents and
representatives (including accountants) access to Purchaser's records
during normal business hours and after receipt by Purchaser of a
written request by Seller for access not less than two (2) Business
Days prior to the date upon which such access is requested and
Purchaser shall make records stored in electronic form reasonably
available to Seller and its agents and representatives during such
period of access, in each instance solely for any purpose relevant to
the calculations or processes referred to in this Section 2.2(c).

(vii) MANAGEMENT; CONTROL; ACCOUNTING; CAPITALIZATION. It is
-----------------------------------------------
understood that, subject to the terms of any employment agreement
between Americas or any of its Affiliates and members of Seller's
Management, Seller's Management shall have management responsibility,
for the duration of the earn-out period, for the activities that
relate to the generation of revenue upon which the earn out payment
calculation is based, including (A) the operations of the Company and
its Subsidiaries which consist of the Business and (B) the Business
Operations. For purposes of calculating Revenue and allocating
revenues among revenue-generators, the Parties shall use the
accounting and allocation methods and principles used by the Company
prior to the Closing Date. All revenue of Americas from existing
corporate accounts of the Company and its Subsidiaries shall be
allocated to and constitute Revenue provided such Revenue is derived
--------
from the Business Operations. Seller's Management will manage the
Business and the Business Operations in conformity and compliance with
the practices, policies, procedures, manuals and required approvals of
Americas, and Americas shall provide adequate operating capital to the
Company after the Closing Date consistent with Americas' strategy and
comparable policies of providing operating capital to its other
business operations.

2.3 [INTENTIONALLY OMITTED].

2.4 PAYMENT PLAN; RIGHT OF INSPECTION.
-------------------------------------

(a) PAYMENT PLAN. Seller hereby agrees that (i) the Closing Date
-------------
Purchase Price shall be distributed by Seller in accordance with the
Amended and Restated Limited Liability Company Agreement of the Seller, a
form of which is attached hereto as Exhibit B (the "LLC AGREEMENT"), and
---------
(ii) the deferred payments payable by Purchaser to Seller pursuant to
Section 2.2(b) and the earn-out payment payable by Purchaser to Seller
---------------
pursuant to Section 2.2(c) above shall be distributed in accordance with
---------------
the LLC Agreement. Contemporaneously with the execution of this Agreement
the LLC Agreement shall be executed by all of the parties thereto.
Following the date hereof, Seller shall not amend the LLC Agreement to
accelerate the payment to any individual of any amount that Seller received
from Purchaser pursuant to this Agreement.

(b) RIGHT OF INSPECTION. Once within each six (6) month period
---------------------
following the Closing Date, Purchaser or its authorized representative
shall be entitled at all times during normal business hours to inspect,
copy and make extracts of the books and records of the Seller to determine
whether the distributions made by Seller prior to the date of such
inspection were made in compliance with the LLC Agreement. In the event
such inspection shall reveal any violation of Section 2.4(a) above then
--------------
Seller shall promptly reimburse Purchaser for the fees, costs and expenses
paid or incurred by Purchaser of the Company in connection with said
inspection.

2.5 CLOSING. The Closing shall be effectuated (other than the wire
-------
transfer of the Closing Date Purchase Price by Purchaser or JLL) through a joint
order escrow (the "ESCROW") established by the Parties at Bank of New York in
Chicago, Illinois ("ESCROWEE"). The escrow agreement respecting the Escrow
shall be entered into by the Parties on or before December 15, 2005 in a form
that is reasonably acceptable to the Parties. The fees, costs and expenses of
the Escrowee shall be borne equally by Purchaser and Seller.

2.6 ALLOCATION OF PURCHASE PRICE.
----------------------------

(a) The Parties acknowledge that, for federal income tax purposes,
the purchase of the Membership Interests will be treated as the purchase of
the assets held by the Company as of the Closing. Accordingly, as soon as
practicable following the Reconciliation Date, Seller shall prepare and
deliver to Purchaser for its approval an allocation schedule (the
"ALLOCATION SCHEDULE") allocating the Closing Date Purchase Price as
adjusted pursuant to Section 3.3 hereof and as increased by the amount of
-----------
any liabilities of the Company as of the Closing to the extent such
liabilities are recognized as liabilities for federal income Tax purposes
(the "TAX PURCHASE PRICE") among (i) the assets of the Company as of the
Closing Date, and (ii) the covenant contained in Section 7.7 hereof. The
-----------
Allocation Schedule shall be prepared in accordance with the rules under
Section 1060 of the Code and the Treasury Regulations promulgated
thereunder.

(b) Purchaser shall deliver to Seller, within thirty (30) days
after delivery of the Allocation Schedule, either a notice indicating that
Purchaser accepts such schedule or a statement setting forth its objections
to such schedule and providing an explanation of those items on the
schedule to which it objects and its reasons for so objecting. If Purchaser
delivers to Seller a notice accepting Seller's Allocation Schedule, or if
Purchaser does not deliver a written objection within such thirty (30) day
period, then, effective as of either the date of delivery of such notice of
acceptance or as of the close of business on such thirtieth (30th) day,
Seller's Allocation Schedule shall be deemed to be the accepted by
Purchaser. If Purchaser timely delivers a notice objecting to the
Allocation Schedule as provided above, Purchaser and Seller shall use good
faith efforts to resolve such objections. If Purchaser and Seller cannot
resolve such objections within sixty (60) days following the date that
Purchaser notified Seller of the objection, then Purchaser and Seller
resolve the dispute in the manner set forth in Section 3.2 hereof. The
-----------
Reviewing Party shall prepare the Allocation Schedule by (i) accepting all
allocations contained in the Allocation Schedule as prepared by Seller with
respect to which Purchaser did not object in its notice and (ii) allocating
amounts to those items with respect to which Purchaser did object based
upon its determination of the fair value of such items. The determination
of the Reviewing Party shall be final and binding on all Parties.

(c) The Parties agree that, in addition to any other amounts
agreed upon by the Parties as allocable to the goodwill of the Company, all
amounts payable pursuant to Section 2.2(c) hereof shall be allocated to the
--------------
goodwill of the Company.

(d) The Parties agree to act in accordance with the allocations
contained in the Allocation Schedule (as accepted by Purchaser or as
determined by the Reviewing Party) and Section 2.6(c) hereof in any
---------------
relevant Tax Returns or filings (including any forms or reports required to
be filed pursuant to Section 1060 of the Code, the Treasury Regulations
promulgated thereunder or any provisions of local, state and foreign law
("1060 Forms")), and to cooperate in the preparation of any 1060 Forms and
to file such 1060 Forms in the manner required by applicable law.

ARTICLE III
-----------

CLOSING DATE BALANCE SHEET; OWNERSHIP
OF CERTAIN ASSETS AND LIABILITIES

3.1 CLOSING DATE BALANCE SHEET. Not less than one hundred and eighty
----------------------------
(180) days immediately following the Closing Date Seller shall deliver or cause
to be delivered to Purchaser a true, correct and complete consolidated balance
sheet of the Company and its Subsidiaries as at the close of business on
December 31, 2005 which has been duly audited by the firm of certified public
accountants regularly engaged by the Company, which includes a determination of
those liabilities identified in Schedule 3.1 hereto and which is accompanied by
------------
an unqualified opinion of such accounting firm that the Closing Balance Sheet
has been prepared in accordance with GAAP (except with respect to the inclusion
of those identified in Schedule 3.1 hereto) consistently applied and utilizing
------------
the same assumptions, procedures and methods as were utilized in the preparation
of the Balance Sheet, setting forth each of the Company's and the Subsidiaries'
Company Debt, cash and cash equivalents, and Receivables (Company Debt, cash and
cash equivalents, and Receivables collectively referred to as "BALANCE SHEET
ITEMS") as of the close of business on December 31, 2005 (said balance sheet and
the footnotes thereto being referred to herein as the "CLOSING DATE BALANCE
SHEET"). In addition, although they would not formally be reflected as
liabilities on the Closing Balance Sheet under GAAP, for purposes of this
Agreement the Closing Date Balance Sheet shall include within the liabilities
section those certain liabilities of the Company or a Subsidiary which are more
particularly identified on Schedule 3.1 hereto (the liabilities reflected on the
------------
Closing Date Balance Sheet, combined with the liabilities reflected on Schedule
--------
3.1 hereto are hereafter collectively referred to as the "CLOSING DATE
---
LIABILITIES"). The aggregate Accounts Receivable of the Company and the
Subsidiaries reflected on the Closing Date Balance Sheet are hereinafter
referred to as the "CLOSING DATE ACCOUNTS RECEIVABLE." The fees, costs and
expenses of such audited balance sheet shall be borne by Seller. Purchaser
shall have a period of thirty (30) days (the "OBJECTION PERIOD") after receipt
of the Closing Date Balance Sheet from Seller in which to provide written notice
to Seller of any objections thereto (the "OBJECTION NOTICE"), setting forth in
reasonable detail the specific item of the calculation of the Balance Sheet
Items or other items or matters to which each such objection relates and the
specific basis for each such objection. The Closing Date Balance Sheet and the
resulting Balance Sheet Items or other items or matters shall be deemed to be
accepted by Purchaser, and shall become final and binding on the parties, on the
later of (i) the expiration of the Objection Period without the filing of an
Objection Notice or (ii) the date on which all objections have been resolved by
the parties or the Reviewing Party and payment has been made, to the extent
required under Section 3.3 below (the "RECONCILIATION DATE"). If Purchaser
------------
gives any such Objection Notice within the Objection Period, then Purchaser and
Seller shall attempt in good faith to resolve any dispute concerning the item(s)
subject to such Objection Notice. If Purchaser and Seller do not resolve all
disputes arising in connection with the calculation of the Balance Sheet Items
and/or relating to the Closing Date Balance Sheet within thirty (30) days after
the date of delivery of the Objection Notice, which thirty (30) day period may
be extended by written agreement of Seller and Purchaser (such period, as it may
be extended, the "INITIAL RESOLUTION PERIOD"), such dispute shall be resolved in
accordance with the procedures set forth in Section 3.2 below.
------------

3.2 DISPUTE RESOLUTION. If Seller and Purchaser have not been able to
-------------------
resolve a dispute within the Initial Resolution Period, either party may submit
such dispute to, and such dispute shall be resolved fully, finally and
exclusively through the use of the Chicago, Illinois office of an independent
accounting firm reasonably designated by Purchaser and reasonably acceptable to
the Company. If the independent accounting firm so selected is not willing to
serve as an independent accounting firm for this purpose, then another
independent international accounting firm (the "ALTERNATE ACCOUNTING FIRM")
shall be selected to serve as such by mutual agreement of Seller and Purchaser.
If Purchaser and Seller cannot mutually agree on the identity of the Alternate
Accounting Firm within fifteen (15) days following expiration of the Initial
Resolution Period, such dispute shall be resolved fully and finally in Chicago,
Illinois by an arbitrator with significant accounting experience selected
pursuant to, and an arbitration governed by, the Commercial Arbitration Rules of
the American Arbitration Association (the Alternate Accounting Firm or the
arbitrator so selected is referred to below as "REVIEWING PARTY"). The fees and
expenses of the independent accounting firm so selected, the Alternate
Accounting Firm or the Reviewing Party incurred in the resolution of such
dispute shall be borne by the parties in such proportion as is appropriate to
reflect the relative benefits received by Purchaser and Seller from the
resolution of the dispute. For example, if Purchaser challenges the calculation
of the Balance Sheet Items in the Closing Date Balance Sheet by an amount of One
Hundred Thousand Dollars ($100,000), but the Reviewing Party determines that
Purchaser has a valid claim for only Forty Thousand Dollars ($40,000), Seller
shall bear forty percent (40%) of the fees and expenses of the Reviewing Party
and the Purchaser shall bear the other sixty percent 60% of such fees and
expenses. Any arbitration proceeding shall be commenced within sixty (60) days
of the date of delivery of the Objection Notice. The Reviewing Party shall
determine (and written notice thereof shall be given to Purchaser and Seller) as
promptly as practicable, but in any event within thirty (30) days following the
date on which the Closing Date Balance Sheet is delivered to the Reviewing
Party, based solely on written submissions detailing the disputed items and
forwarded to it, (x) whether the Closing Date Balance Sheet and the resulting
Balance Sheet Items were prepared in accordance with the terms of this Agreement
or, alternatively, (y) only with respect to the disputed items submitted to the
Reviewing Party, whether and to what extent (if any) the Closing Date Balance
Sheet and/or the resulting Balance Sheet Items or other items require
adjustment. The Reviewing Party shall provide a written explanation in
reasonable detail of each such required adjustment, including the basis
therefor. All negotiations pursuant to this Section 3.2 shall be treated as
-----------
compromise and settlement negotiations for purposes of Rule 408 of the Federal
Rules of Evidence and comparable state rules of evidence, and all negotiations,
submissions to the Reviewing Party, and arbitration proceedings under this
Section 3.2 shall be treated as confidential information. The Reviewing Party
------------
shall be bound by a mutually agreeable confidentiality agreement. The
procedures of this Section 3.2 are exclusive and, except as set forth below, the
-----------
determination of the Reviewing Party shall be final and binding on the parties.
The decision rendered pursuant to this Section 3.2 may be filed as a judgment in
-----------
any court of competent jurisdiction. Either party may seek specific enforcement
or take other necessary legal action to enforce any decision under this Section
-------
3.2. The other party's only defense to such a request for specific enforcement
---
or other legal action shall be fraud by or on the part of the Reviewing Party or
obvious mathematical miscalculation.

3.3 RECONCILIATION OF CLOSING DATE LIABILITIES. Within ten (10)
----------------------------------------------
Business Days after the Closing Date Balance Sheet has been finalized in
accordance with Section 3.1 and Section 3.2 above, the Parties shall reconcile
----------- -----------
the Closing Date Liabilities as follows:

(a) if the Closing Date Liabilities exceed the aggregate of the
cash and cash equivalents of the Company and the Subsidiaries at the close
of business on December 31, 2005, plus the aggregate Net Cash Collections
of Closing Date Accounts Receivable of the Company and the Subsidiaries
from January 1, 2006 through the day immediately preceding the
Reconciliation Date ("TOTAL CASH"), Seller shall pay Purchaser an amount
equal to said excess by wire transfer of immediately available funds to an
account of Purchaser designated in writing to Seller by Purchaser. The
Company and the Subsidiaries shall retain any uncollected Closing Date
Accounts Receivable in existence on the Reconciliation Date and shall remit
to Seller on or before the twentieth (20th) day of each month thereafter
all Net Cash Collections of Any Closing Date Accounts Receivable which were
received by the Company or any of the Subsidiaries as collected funds
during the immediately preceding month. For purposes hereof, NET CASH
COLLECTIONS OF ANY CLOSING DATE ACCOUNTS RECEIVABLE of the Company or a
Subsidiary shall mean gross collections minus the fees, costs and expenses
paid or payable to a third party with respect to such collected or
partially collected account receivable; or

(b) if the Total Cash exceeds the Closing Date Liabilities,
Purchaser or JLL shall pay Seller an amount equal to said excess by wire
transfer of immediately available funds to the Account. The Company and the
Subsidiaries shall retain any uncollected Closing Date Accounts Receivable
in existence on the Reconciliation Date and shall remit any collections
thereof to Seller in the manner provided for in Section 3.3(a) above.
-------------

(c) Seller shall pay directly, when due, any fees, costs and
expenses which shall become due and payable to any third party on or after
the Reconciliation Date in connection with or arising from any efforts to
collect any Closing Date Accounts Receivable. From and after the Closing
Date, Purchaser and its Affiliates shall not cause the Company or the
Subsidiaries to incur any fees, costs and expenses which are payable to any
third party in connection with any efforts to collect any Closing Date
Accounts Receivables unless Seller shall have consented thereto in writing.

ARTICLE IV
----------

SELLER'S REPRESENTATIONS AND WARRANTIES
REGARDING SELLER AND ITS AFFILIATES
-----------------------------------

Seller represents and warrants to JLL and Purchaser that, except as set
forth in the Disclosure Schedule, the statements contained in this Article IV
are true and correct as of the date of this Agreement and will be true and
correct as of the Closing as though made as of the Closing, except to the extent
such representations and warranties are specifically made as of a particular
date (in which case such representations and warranties will be true and correct
as of such date). The Disclosure Schedule shall be arranged in sections and
subsections corresponding to the numbered and lettered sections and subsections
contained in this Article IV. The disclosures in any section or subsection of
the Disclosure Schedule shall qualify the corresponding section or subsection in
this Article IV and such other sections or subsections to the extent
specifically cross referenced by section number of the Disclosure Schedule.

4.1 DUE ORGANIZATION AND STANDING; RECORDS. Seller is a limited
------------------------------------------
liability company which is duly organized, validly existing and in good standing
under the laws of the State of Delaware. Seller has delivered to Purchaser
true, accurate and complete copies of the certificate of formation and operating
agreement of Seller.

4.2 AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY. Seller has full
-------------------------------------------------
limited liability company power and authority to execute and deliver this
Agreement and each other transaction document to which Seller is a party and to
consummate the transactions contemplated hereby and thereby. The execution and
delivery by Seller of this Agreement and each other transaction document to
which Seller is a party and the consummation by Seller of the transactions
contemplated hereby and thereby have been duly authorized by all necessary
limited liability company action on the part of Seller. Seller has duly
executed and delivered this Agreement, and each other transaction document to
which Seller is a party, when executed and delivered by Seller, will be duly
executed and delivered by Seller. This Agreement constitutes, and each other
transaction document to which Seller is a party, when duly executed and
delivered by Seller, shall constitute, the legal, valid and binding obligation
of Seller, enforceable against Seller in accordance with its terms, except as
the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws now or hereafter in effect
relating to creditors' rights and by general principles of equity.

4.3 NO CONFLICTS; CONSENTS. The execution and delivery by Seller of
------------------------
this Agreement and each other transaction document to which Seller is a party,
the consummation by Seller of the transactions contemplated hereby and thereby
and compliance by Seller with the terms hereof and thereof do not and will not
conflict with, or result in any violation of or default (with or without notice
or lapse of time, or both) under, or give rise to a right of termination,
cancellation or acceleration of any obligation or to loss of a material benefit
under, or result in the creation of any Lien upon the Membership Interests
under, any provision of (i) the organizational documents of Seller, the Company
or any of its Subsidiaries; (ii) any contract, agreement or instrument to which
Seller is a party or by which its properties or assets is subject to or bound;
(iii) any contract, agreement or instrument to which the Company or any of its
Subsidiaries is a party or by which any of their properties or assets is subject
to or bound; or (iv) any injunction, judgment, order, ruling, charge, or decree
applicable to Seller, the Company or any of its Subsidiaries, their respective
assets, or any Applicable Law, other than, in the case of clause (ii) or (iii)
above, any such items disclosed on Section 4.3 of the Disclosure Schedule.
Except as disclosed on Section 4.3 of the Disclosure Schedule and except with
respect to the required filing under the HSR Act, no consent, approval, license,
order or authorization of, or registration, declaration or filing with, any
Governmental Authority or any other Person is required to be obtained or made by
or with respect to Seller, the Company or any of its Subsidiaries in connection
with Seller's execution and delivery of this Agreement or the consummation by
Seller of the transactions contemplated hereby. This Section does not apply to
the Project Finance Agreements, or consents, approvals, licenses, orders or
authorizations of, or registrations, declarations or filings in connection
therewith, all of which are the subject of separate provisions of this
Agreement.

4.4 LITIGATION. There is no action, suit or proceeding pending or, to
----------
the Knowledge of Seller, threatened against Seller that questions the validity
of this Agreement or any other transaction document to which Seller is a party,
or the right of Seller to enter into this Agreement or any other transaction
document to which Seller is a party, or to consummate the transactions
contemplated hereby or thereby.

4.5 OWNERSHIP OF MEMBERSHIP INTERESTS. Seller has good and valid legal
---------------------------------
and beneficial title to the Membership Interests, free and clear of all Liens.
Seller is not a party to or bound by any options, calls, contracts or
commitments of any character relating to any issued or unissued interests in the
Company or any other debt or equity security issued or to be issued by the
Company, including any agreement, instrument or understanding, order or decree
that would restrict the transfer by Seller of the Membership Interests pursuant
to this Agreement. There are no voting trusts, proxies or other agreements with
respect to the voting of the Membership Interests. There are no outstanding
capital contribution obligations with respect to the Membership Interests. The
Membership Interests are not registered under the Securities Act or any
applicable blue sky or state securities laws and were not required, under the
circumstances in which they were issued to Seller, to be so registered.

4.6 PROJECT FINANCE DOCUMENTS. Neither Seller nor any of its
---------------------------
Affiliates (a) is in default under any of those certain loan agreements or other
arrangements (the "PROJECT FINANCE AGREEMENTS") under which the Company has
provided guaranties (the "PROJECT FINANCE GUARANTIES" and, together with the
Project Finance Agreements, the "PROJECT FINANCE DOCUMENTS") as are more
specifically set forth on Section 4.6 of the Disclosure Schedule, and there is
no material breach or default on the part of Seller or any of its Affiliates
that, with notice or lapse of time, or both, would constitute a default under
any of the Project Finance Documents or give any other party any right to
terminate, cancel, accelerate or modify any of the Project Finance Documents, or
(b) has received Notice that any party to any of the Project Finance Documents
intends to terminate, cancel, accelerate or modify any of the Project Finance
Documents. The Seller has delivered to Purchaser true and complete copies of
all Project Finance Documents pursuant to which the Company or any Subsidiary
has or may have direct liability to any third party, and all such Project
Finance Documents are identified on Section 4.6(b) of the Disclosure Schedule.
Except as disclosed on Section 4.6 of the Disclosure Schedule, as of the date
hereof, none of the Project Finance Documents have been amended or modified in
any manner since the date on which copies of such Project Finance Documents were
provided or made available to Purchaser.

ARTICLE V
---------

SELLER'S REPRESENTATIONS AND WARRANTIES
REGARDING THE COMPANY AND ITS SUBSIDIARIES
------------------------------------------

Seller represents and warrants to JLL and Purchaser that, except as set
forth in the Disclosure Schedule, the statements contained in this Article V are
true and correct as of the date of this Agreement and will be true and correct
as of the Closing as though made as of the Closing, except to the extent such
representations and warranties are specifically made as of a particular date (in
which case such representations and warranties will be true and correct as of
such date). The Disclosure Schedule shall be arranged in sections and
subsections corresponding to the numbered and lettered sections and subsections
contained in this Article V. The disclosures in any section or subsection of
the Disclosure Schedule shall qualify the corresponding section or subsection in
this Article V and such other sections or subsections to the extent specifically
cross referenced by section number of the Disclosure Schedule.

5.1 DUE ORGANIZATION, STANDING AND POWER. The Company is a limited
----------------------------------------
liability company duly organized, validly existing and in good standing under
the laws of the State of Delaware. Each of the Subsidiaries is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
formation or organization as is more particularly identified in the definition
of "Subsidiaries" set forth herein. The Company has full limited liability
company power and authority, and each of the Subsidiaries has full power and
authority as a limited partnership (for those Subsidiaries that are limited
partnerships) or as a limited liability company (for those Subsidiaries that are
limited liability companies) and as a general partnership (for the Subsidiary
that is a general partnership), and possesses all governmental franchises,
licenses, Permits, authorizations and approvals necessary to enable it to own,
lease or otherwise hold its respective assets and to conduct its respective
Business as presently conducted. The Company is duly qualified to do business
as a foreign limited liability company and each of its Subsidiaries is duly
qualified to do business as a foreign limited partnership in each jurisdiction
set forth on Section 5.1 of the Disclosure Schedule, which constitute the only
jurisdictions where the character of the assets held by it or the nature of its
business make such qualification necessary for it to conduct the Business as
currently conducted by it, except where the failure to be so qualified would not
reasonably be expected to have a Company Material Adverse Effect.

5.2 SUBSIDIARIES.
------------

(a) Except as set forth on Section 5.2 of the Disclosure Schedule,
the Company holds of record and owns beneficially a ninety nine percent
(99%) limited partnership interest of each of S&S Boston Construction LP
and Xxxxxxxxx & Xxxx Construction LP and a one hundred percent (100%)
equity ownership interest of each other Subsidiary, free and clear of any
Liens other than Permitted Liens and any restrictions on transfer (other
than restrictions under the Securities Act and state securities laws).
There are no outstanding or authorized options, warrants, purchase rights,
subscription rights, conversion rights, exchange rights, or other contracts
or commitments that could require the Company to sell, transfer, or
otherwise dispose of any ownership or equity interests in any of its
Subsidiaries or that could require any Subsidiary to issue, sell, or
otherwise cause to become outstanding any of its own ownership or equity
interests. There are no outstanding equity appreciation, profit
participation, or similar rights with respect to any Subsidiary. There are
no authorized options, warrants, purchase rights, pre-emptive rights,
subscription rights, exchange rights, conversion rights, commitments or
agreements for the purchase or acquisition of any ownership or equity
interests in, or other securities of, any Subsidiary. There are no voting
trusts, proxies, or other agreements or understandings with respect to the
voting of any ownership or equity interests of any Subsidiary.

(b) Except as sent forth on Section 5.2 of the Disclosure
Schedule, no Subsidiary is a party to, or otherwise subject to any legal
restriction or any agreement restricting the ability of such Subsidiary to
pay dividends out of profits or make any other similar distributions of
profits to any owner of ownership of equity interests of such Subsidiary
and, except as set forth on Section 5.2(c) of the Disclosure Schedule,
neither the Company nor any Subsidiary owns any equity interest in any
Other Person

5.3 CAPITALIZATION.
--------------

(a) The Membership Interests constitute all of the issued and
outstanding membership interests of the Company, all of which are held
beneficially and of record by Seller.

(b) Except for the rights granted to Purchaser by this Agreement,
there are no outstanding or authorized options, warrants, purchase rights,
pre-emptive rights, subscription rights, exchange rights, conversion
rights, commitments or agreements (contingent or otherwise) for the
purchase or acquisition of any membership interests in, or other securities
of, the Company. There are no outstanding or authorized equity
appreciation, profit participation, or similar rights with respect to the
Company.

5.4 FINANCIAL INFORMATION. The audited consolidated balance sheet of
----------------------
the Company and its Subsidiaries as at December 31, 2004 (said December 31, 2004
balance sheet being referred to herein as the "BALANCE SHEET" and December 31,
2004 being referred to herein as the "BALANCE SHEET DATE") and the related
consolidated statements of operations, cash flows and members' equity of the
Company and partners equity of its Subsidiaries for the twelve-month periods
ended on the respective dates of such balance sheet, a copy of each of which is
attached hereto as Section 5.4 of the Disclosure Schedule: (a) fairly present,
in all material respects, the financial condition of the Company and its
Subsidiaries as of the respective dates of such balance sheets and the results
of their operations and cash flows for the periods covered by such statements of
operation; and (b) have been prepared in accordance with GAAP consistently
applied and utilizing the same assumptions, procedures and methods as were
utilized in the preparation of the financial statements of the Company and the
Subsidiaries as at December 31, 2003 and for the twelve (12) month period then
ended. The unaudited consolidated balance sheet of the Company and its
Subsidiaries at September 30, 2005 (said balance sheet being referred to herein
as the "LATEST BALANCE SHEET" and September 30, 2005 being referred to herein as
the "LATEST BALANCE SHEET DATE") and the related unaudited consolidated
statements of operations, cash flows and members equity of the Company and
partners equity of its Subsidiaries for the comparable nine-month period then
ended (the "LATEST FINANCIAL STATEMENTS"), a copy of each of which is attached
hereto as Section 5.4B of the Disclosure Schedule: (c) fairly present, in all
material respects, the financial condition of the Company and its Subsidiaries
and the results of their operations and cash flows as of the date and for the
period then ended; and (d) have been prepared in accordance with GAAP
consistently applied and utilizing the same assumptions, procedures and methods
as were utilized in the preparation of the financial statements of the Company
and the Subsidiaries as at December 31, 2004 and for the twelve (12) month
period then ended, except that they do not contain all the footnote disclosures
required by GAAP and except for normal year-end audit adjustments. All
Liabilities of the Company and its Subsidiaries at the Balance Sheet Date, are
reported in the Balance Sheet to the extent required by GAAP.

5.5 ABSENCE OF UNDISCLOSED LIABILITIES. The Company does not have any
-----------------------------------
Liabilities (whether accrued, absolute, contingent, accrued or otherwise,
whether due or to become due and regardless of by whom asserted) that are
required by GAAP to be disclosed on a balance sheet other than (i) the
Liabilities disclosed on Section 5.5 of the Disclosure Schedule; (ii)
Liabilities under any of the transaction documents to which the Company is a
party; (iii) Liabilities reflected in the Latest Financial Statements; and (iv)
Liabilities reflected in the Closing Date Balance Sheet. Section 5.5 of the
Disclosure Schedule includes a description of any Liabilities required by GAAP
to be disclosed on a balance sheet or in the notes thereto, other than (a)
Liabilities under any of the transaction documents to which the Company is a
party; (b) Liabilities reflected in the Latest Financial Statements; and (c)
Liabilities reflected in the Closing Date Balance Sheet.

5.6 ORDINARY COURSE; NO MATERIAL ADVERSE CHANGE. Since January 1,
------------------------------------------------
1999, neither the Company nor any of its Subsidiaries has engaged in any other
business other than its respective Business. The respective Business of the
Company and its Subsidiaries has been conducted in the Ordinary Course of
Business since the Balance Sheet Date. Except as set forth in the Latest
Financial Statements or as set forth on Section 5.6 of the Disclosure Schedule,
neither the Company nor any of its Subsidiaries have suffered any change in
their respective Business, operations, condition (financial or otherwise) or
prospects subsequent to the Balance Sheet Date which individually or in the
aggregate would reasonably be expected to have a Company Material Adverse
Effect.

5.7 ACCOUNTS RECEIVABLE. The accounts receivable of the Company and
--------------------
its Subsidiaries as of the Latest Balance Sheet Date represent bona fide
indebtedness incurred by account debtors that, to the Seller's Knowledge, arose
in the Ordinary Course of Business of the Company and its Subsidiaries.

5.8 MATERIAL CONTRACTS.
-------------------

(a) Section 5.8(a) of the Disclosure Schedule sets forth an
accurate and complete list of the following Contracts pertaining to the
Business to which the Company or any of the Subsidiaries is a party or by
which any of their respective assets is bound as of the date hereof:

(i) any Contract other than a Construction Contract as that
term is defined in Section 5.30 below having an aggregate value in
------------
excess of Five Hundred Thousand ($500,000) or that is otherwise
material and is not terminable on notice of thirty (30) days or less;

(ii) any Contract with any employee, officer, manager or
director of the Company or any Subsidiary having an aggregate value in
excess of Two Hundred and Fifty Thousand Dollars ($250,000);

(iii) any consulting agreement having an aggregate value in
excess of Two Hundred and Fifty Thousand Dollars ($250,000);

(iv) any trust indenture, mortgage, promissory note, loan
agreement or other Contract relating to the borrowing of funds, an
extension of credit or financing or the pledging of assets, other than
trade payables incurred in the ordinary course of business;

(v) any Contract limiting the freedom of the Company or any
Subsidiary to engage in any line of business or to compete with any
other Person, or any confidentiality, secrecy or non-disclosure
Contract not made in the ordinary course of business;

(vi) bonds or any agreement of support or indemnification of,
or any similar commitment with respect to, the liabilities of any
other Person in an amount in excess of One Million Dollars
($1,000,000) in the aggregate, or any agreement of guarantee,
assumption or endorsement of, or any similar commitment with respect
to the liabilities of any Person, other than endorsement of checks and
customer agreements made in each case in the ordinary course of the
Business and consistent with past practice;

(vii) any Contract providing for a joint venture or
partnership with any other Person;

(viii) any collective bargaining agreement with any labor
union or representative of employees;

(ix) any Contract with a sales representative, distributor,
dealer, broker, sales agency, advertising agency or other Person
engaged in sales, distributing or promotional activities, or any
Contract to act as one of the foregoing on behalf of any Person;

(x) any "take or pay" Contract (which requires the Company or
any Subsidiary to pay for goods or services whether or not accepted
from a supplier);

(xi) any derivative and/or hedging Contract;

(xii) any Contract with any Governmental Authority having an
aggregate value in excess of Five Hundred Thousand ($500,000);

(xiii) any power of attorney or agency agreement pursuant to
which a Person other than an authorized representative of the Company
or a Subsidiary is granted the authority to act for or on behalf of
the Company or such Subsidiary, or the Company or such Subsidiary is
granted the authority to act for or on behalf of any Person;

(xiv) any Contract relating to the Computer System having an
aggregate value in excess of Two Hundred and Fifty Thousand Dollars
($250,000);

(xv) any Contract for capital improvements or expenditures
having an aggregate value in excess of Two Hundred and Fifty Thousand
Dollars ($250,000);

(xvi) leases (as lessor or lessee) of real or personal
property requiring an annual payment in excess of Two Hundred and
Fifty Thousand Dollars ($250,000);

(xvii) any Contract or commitment relating to political or
charitable contributions or donations; and

(xviii) any Contract or arrangement involving any
restrictions with respect to the geographical area of operations or
scope or type of business of the Company or any Subsidiary.

(b) Except as set forth on Section 5.8(b) of the Disclosure
Schedule: (i) all of the Material Contracts are in full force and effect
and constitute the legal, valid and binding obligations of the Company or a
Subsidiary, as the case may be, and, to Seller's Knowledge, the other
parties thereto; (ii) all of the Material Contracts are enforceable against
the Company or a Subsidiary and, to Seller's Knowledge, against each other
party thereto in accordance with their respective terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws affecting the rights of
creditors generally and by equitable limitations on the availability of
specific remedies; (iii) neither the Company nor any of its Subsidiaries
(a) is in default under any Material Contract, and to Seller's Knowledge,
there is no material breach on the part of the Company or any of its
Subsidiaries that, with notice or lapse of time, or both, would constitute
a default under any Material Contract or give any other party any right to
terminate, cancel, accelerate or modify any Material Contract, (b) has
received Notice that any party to any Material Contract intends to cancel
or terminate any of these Contracts or to exercise or not to exercise any
renewal or extension options or rights under any Material Contract, and (c)
has waived or failed to exercise any material renewal or extension options
or rights under any Material Contract. Complete and accurate copies of all
Material Contracts have been delivered to the Purchaser by the Company and,
with respect to Construction Contracts, have been delivered or made
available to the Purchaser by the Company.

5.9 BOOKS AND RECORDS. The books of account, minute books, equity
-------------------
ownership record books and other files, data and records of the Company and its
Subsidiaries including tax records (collectively, the "COMPANY'S RECORD BOOKS"),
true copies of which have been provided or made available to Purchaser,
accurately reflect in all material respects the assets, liabilities, business,
financial condition, and results of operations of the Company or such
Subsidiary, and have been maintained in accordance with good business and
bookkeeping practices and Applicable Law.

5.10 LEGAL PROCEEDINGS. Except as set forth in Section 5.10 of the
------------------
Disclosure Schedule, there are no Proceedings pending or, to the Knowledge of
Seller, threatened in any court or before or by any Governmental Authority,
arbitrator, board or authority against or affecting the Company, any Subsidiary
or any of the assets of any of the foregoing involving any claim in any amount.

5.11 PERMITS. Each Permit is in full force and effect, is final, and,
-------
based on current regulations, is not subject to appeal or judicial, governmental
or other review. The consummation of the transactions contemplated hereby shall
not affect the effectiveness of any such Permit. The Company and its
Subsidiaries have or possess all Permits, except for those the absence of which
have not had and would not reasonably be expected to have a Company Material
Adverse Effect.

5.12 REAL PROPERTY.
--------------

(a) Neither the Company nor any of its Subsidiaries owns any real
property.

(b) Section 5.12 of the Disclosure Schedule sets forth a complete
and accurate list as of the date of this Agreement of all real property
leased, subleased or licensed by the Company or any of its Subsidiaries as
lessee, sublessee or licensee (collectively "COMPANY LEASES") and the
location of the premises. Neither the Company nor any of its Subsidiaries
nor, to Seller's Knowledge, any other party to any Company Lease is in
material default under any of the Company Leases. Except as set forth in
Section 5.12 of the Disclosure Schedule, neither the Company nor any of its
Subsidiaries leases, subleases or licenses as lessor, sublessor or licensor
any real property to any person. The Company has delivered to the Buyer
complete and accurate copies of all Company Leases.

5.13 ENVIRONMENTAL MATTERS.
----------------------

(a) The Company and each of its Subsidiaries has complied with
applicable Environmental Laws in connection with the conduct of its
respective business. To Seller's Knowledge, the properties currently or
previously owned, leased or operated by the Company or any of its
Subsidiaries other than in its capacity as a manager of a property which is
owned by an unaffiliated third party (including soils, groundwater, surface
water, buildings or other structures) are not contaminated with any
Hazardous Materials in an amount or concentration (i) that would give rise
to an obligation to act or disclose that condition under any Environmental
Law, except to the extent that such contamination has previously been
disclosed to the appropriate Governmental Authority and addressed in
satisfaction with applicable Environmental Laws, or (ii) that reasonably
would be expected to give rise to any liability or obligation under any
Environmental Law. Neither the Company nor any of its Subsidiaries has
received a written notice, demand, information request, suit or claim that
(x) it is or may be subject to any liability for any Hazardous Material
disposal or (y) contamination in violation of any Environmental Law
requires any further action by the Company or a Subsidiary or has not been
remediated or otherwise addressed in compliance with Environmental Law.
Neither the Company nor any of its Subsidiaries has released any Hazardous
Material into the environment except in the normal course of its business
and in compliance with Environmental Law. Neither the Company nor any of
its Subsidiaries has received or is subject to any orders, decrees or
injunctions by any Governmental Entity addressing liability under any
Environmental Law, except insofar as the matter has been resolved by the
Company in compliance with Environmental Law. Neither the Company nor any
of its Subsidiaries has managed or otherwise been responsible for any
residential property that had lead paint or asbestos on or in the property,
other than those that have been remediated or otherwise addressed in
compliance with Environmental Law. Neither Company nor any of its
Subsidiaries has received any notice, complaint, request for compensation,
demand, information request, suit or claim related to injury from, or the
presence, of any Hazardous Material, including but not limited to lead
paint, asbestos, mold, or indoor air pollutants, except those which have
been satisfied or addressed in accordance with Environmental Law. Neither
the Company nor any of its Subsidiaries has received any demand for
environmental indemnification from any lender or participant in any
project. None of the construction or construction management activities
undertaken by the Company or any of its subsidiaries have exacerbated
pre-existing conditions relating to Hazardous Materials in a manner that
reasonably would be expected to give rise to liability under Environmental
Law.

(b) There are no pending and there have been no past, and/or, to
the Knowledge of Seller, threatened (x) Environmental Claims or requests
for information received by the Company or any Subsidiary with respect to
any alleged violation of any Environmental Law; or (y) Environmental Claims
or requests for information received by the Company or any Subsidiary
regarding potential liability under any Environmental Law, in each case
which have not been satisfied or addressed in accordance with Environmental
Law.

(c) The Company and each Subsidiary has been issued and is in
material compliance with all Permits relating to environmental matters
which are necessary or desirable for their respective businesses.

(d) The parties agree that the only representations and warranties
of Seller, the Company, and any Subsidiary in this Agreement as to any
environmental matters or any other obligation or liability, including any
obligation under any environmental indemnity, with respect to Hazardous
Materials or materials of environmental concern are those contained in this
Section 5.13. Without limiting the generality of the foregoing, Purchaser
specifically acknowledges that the representations and warranties contained
in Sections 5.10 and 5.14 do not relate to environmental matters.

5.14 COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Neither the Company
--------------------------------------------
nor any Subsidiary has (i) violated any Governmental Requirements and no such
violation has been alleged pursuant to Notice from any Governmental Authority;
(ii) failed to file in a timely manner all reports, documents and other
materials required to be filed by it with any Governmental Authority (and the
information contained in each of such filings is true, correct and complete in
all material respects); or (iii) failed to retain all records and documents
required to be retained by it pursuant to any Governmental Requirement.

5.15 EMPLOYMENT MATTERS. Prior to the execution and delivery of this
-------------------
Agreement, the Company has delivered or made available to Purchaser a true,
complete and accurate list (the "KEY EMPLOYEE LIST") as of a recent date of the
names, titles, current status (active or on leave of absence), annual
compensation and all bonuses and similar payments made for the year ended
December 31, 2004 for each Person who is a director, manager, officer or other
employee of the Company or any of the Subsidiaries on the date hereof whose
annual compensation exceeded Two Hundred Thousand Dollars ($200,000) for the
year ended December 31, 2004. Except as disclosed on Section 5.15 of the
Disclosure Schedule: (a) there is no, and during the past two years there has
been no, labor strike, picketing, slow-down, work stoppage or grievance filing
or proceeding actually pending or, to the Knowledge of Seller, threatened
against or involving the Company or any Subsidiary; and (b) as of the date
hereof neither the Company nor any Subsidiary has received Notice that any of
the employees listed on the Key Employee List intends to terminate his
employment with the Company or any Subsidiary or would not be willing to work
for Purchaser. Except as set forth in Section 5.15 of the Disclosure Schedule,
no employee is represented by a union, labor organization or collective
bargaining unit certified by the National Labor Relations Board ("NLRB").
Within the five (5) year period prior to the date hereof, no representation
election petition has been filed by any employee (in his capacity as an employee
of the Company or any Subsidiary) or is pending with the NLRB and no union
organizing campaign involving or affecting any employee has occurred, is in
progress or is threatened. Within the five (5) year period prior to the date
hereof, no NLRB unfair labor practice charge (or litigation alleging such claim)
has been filed or threatened or is presently pending against the Company or any
Subsidiary relating to an employee. Within the five (5) year period prior to
the date hereof, no grievance or arbitration demand, whether or not filed
pursuant to a collective bargaining contract, with respect to an employee has
been filed or threatened or is pending against the Company or any Subsidiary.
Except as set forth in Section 5.15 of the Disclosure Schedule, no employee of
the Company or any Subsidiary has any contractual right to continued employment
with, or retention by, the Company or any Subsidiary. The Company and each
Subsidiary has complied and is in compliance in all material respects with all
laws relating to labor and employment practices, including all laws relating to
terms and conditions of employment, wages, hours, collective bargaining,
workers' compensation, occupational safety and health, equal employment
opportunity and immigration, and is not, and has not previously been, engaged in
any unfair labor or unlawful employment practice. Except as set forth in
Section 5.15 of the Disclosure Schedule, there is no agreement, written or
otherwise, between any employee of the Company or any Subsidiary whereby,
pursuant to the terms of such agreement, the Company or such Subsidiary, as the
case may be, shall incur or suffer any liability for severance, termination or
other payments to any such employee by virtue of the execution of this Agreement
or any other transaction document and the consummation of any transaction
contemplated hereby or thereby.

5.16 EMPLOYEE BENEFITS. Section 5.16 of the Disclosure Schedule
------------------
contains a complete list, as of the date hereof, of each Benefit Plan. Except
as set forth on Section 5.16 of the Disclosure Schedule, the Company and each
Subsidiary has provided or made available to Purchaser true and complete copies
of each Benefit Plan sponsored or maintained by the Company or any Subsidiary or
in which the Company or any Subsidiary participates and with respect to any
Benefit Plan that is sponsored by the Company or any Subsidiary (a "COMPANY
SPONSORED BENEFIT PLAN") all contracts relating thereto, or to the funding
thereof, including, without limitation, all trust agreements, insurance
contracts, administration contracts, investment management agreements,
subscription and participation agreements and recordkeeping agreements, each as
in effect on the date hereof. In the case of any Company Sponsored Benefit Plan
that is not in written form, the Purchaser has been supplied with an accurate
written description of such Company Sponsored Benefit Plan as in effect on the
date hereof. A true and correct copy of the most recent annual report,
actuarial report, accountant's opinion of the plan's financial statements,
summary plan description and Internal Revenue Service determination letter with
respect to each Company Sponsored Benefit Plan, to the extent applicable, has
been supplied to the Purchaser, and there have been no materially adverse
changes in the financial condition in the respective plans from that stated in
the annual reports and actuarial reports supplied.

Except as disclosed on Section 5.16 of the Disclosure Schedule:

(a) All Benefit Plans have been maintained and administered in
form and in operation in all material respects in accordance with their
terms and with all applicable requirements of law (including, in the case
of any Benefit Plan which is an employee pension benefit plan, the
requirements of sections 401(a) and 501(a) of the Code), and no notice
issued by any Governmental Authority questioning or challenging such
compliance has been received by the Company or any Subsidiary and, to the
Knowledge of Seller, no event has occurred which could reasonably be
expected to cause any Benefit Plan to fail to comply with such
requirements.

(b) Each Benefit Plan which is an employee pension benefit plan
intended to qualify under Code section 401(a) is the subject of a favorable
determination letter issued by the IRS with respect to the qualified status
of such plan under section 401(a) of the Code and the tax-exempt status of
any trust which forms a part of such plan under section 501(a) of the Code;
all amendments to any such plan for which the remedial amendment period
(within the meaning of section 401(b) of the Code and applicable
regulations) has expired are covered by a favorable IRS determination
letter.

(d) There have been no Prohibited Transactions with respect to any
Benefit Plan and neither the Company nor any Subsidiary has engaged in any
Prohibited Transaction.

(e) There have been no acts or omissions by the Company or any
Subsidiary or any of its respective ERISA Affiliates which have given rise
to fines, penalties, taxes or related charges under section 502 of ERISA or
Chapters 43, 47, 68 or 100 of the Code for which the Company or any
Subsidiary may be liable.

(f) None of the payments contemplated by the Benefit Plans would,
with respect to any employees of the Company or any Subsidiary, in the
aggregate, constitute excess parachute payments (as defined in section 280G
of the Code (without regard to subsection (b)(4) thereof)).

(g) There are no actions, suits or claims (other than routine
claims for benefits) pending or, to the Knowledge of Seller, threatened
involving any Benefit Plan or the assets thereof and no facts exist which
could give rise to any such actions, suits or claims (other than routine
claims for benefits).

(h) With respect to any Benefit Plan that is subject to Title IV
of ERISA: (i) there has been no reportable event (as described in section
4043 of ERISA); (ii) no steps have been taken to terminate any such plan;
(iii) there has been no withdrawal (within the meaning of section 4063 of
ERISA) of a "substantial employer" (as defined in section 4001(a)(2) of
ERISA); and (iv) no event or condition has occurred which would reasonably
be expected to constitute grounds under section 4042 of ERISA for the
termination of or the appointment of a trustee to administer any such plan.

(i) Neither the Company nor any Subsidiary has any liability or
contingent liability for providing, under any Benefit Plan or otherwise,
any post-retirement medical or life insurance benefits, other than
statutory liability for providing group health plan continuation coverage
under Part 6 of Title I of ERISA and section 4980B of the Code or
applicable state law.

(j) There has been no act or omission that would impair the
ability of the Company or any Subsidiary (or any successor thereto) to
unilaterally amend or terminate any Benefit Plan, subject to compliance
with applicable law or the provisions of such Benefit Plan.

(k) Neither the Company nor any Subsidiary contributes to, or has
contributed to, has any liability, contingent or otherwise, with respect to
a "multiemployer plan", as such term is defined in section 3(37) of ERISA.

5.17 TAXES. Except as set forth on Section 5.17 of the Disclosure
-----
Schedule:

(a) the Company and its Subsidiaries have (i) duly and timely
filed or caused to be filed with each relevant Tax Authority each material
Tax Return that they were required to file, and each such Tax Return is
true, correct and complete in all material respects, (ii) duly and timely
paid in full or caused to be paid in full, all Taxes due and payable, and
no tax liens other than Permitted Liens, have been filed and no claims have
been asserted in writing against the Company or any Subsidiary or any
properties of the Company or any Subsidiary that have not been paid or
resolved, and (iii) has properly accrued on the books and records of the
Company and its Subsidiaries in accordance with GAAP a provision for the
payment of all Taxes due or claimed to be due or for which the Company or
any of its Subsidiaries otherwise is or may be liable;

(b) neither the Company nor any of its Subsidiaries has requested
an extension of time within which to file any Tax Return in respect of any
Tax period which has not since been filed;

(c) each of the Company and its Subsidiaries has complied in all
respects with all applicable laws relating to the payment, collection or
withholding of any Tax, and the remittance thereof to any and all Tax
Authorities, including, but not limited to, Code sections 1441, 1442, 1445
and 3402;

(d) none of the Company nor any of its Subsidiaries is, or ever
has been, a Party to any Tax allocation, Tax indemnification or Tax sharing
contract or agreement;

(e) no Tax Proceeding has occurred within the three (3) years
prior to the date of this Agreement or is pending, or proposed in writing
with respect to any Tax, the payment, collection or withholding of any Tax
or any Tax Return filed by or on behalf of the Company or any of its
Subsidiaries;

(f) none of the Tax Returns of the Company or any of its
Subsidiaries is under audit;

(g) the Company is a disregarded entity for all federal, state and
local income tax purposes;

(h) each Subsidiary is classified as a partnership for all
federal, state and local income tax purposes;

(i) there is no power of attorney in effect relating to any Tax
for which the Company or any of its Subsidiaries is or may be liable;

(j) no jurisdiction where the Company or any of its Subsidiaries
does not file a Tax Return has asserted in writing any claim that the
Company or any of its Subsidiaries is required to file a Tax Return for
such jurisdiction;

(k) the Company and its Subsidiaries have made available to
Purchaser (i) a true, correct and complete copy of each material Tax Return
filed by or on behalf of the Company or any Subsidiary prior to the
Closing, together with all underlying work papers and analyses, and (ii)
all audit reports, closing agreements, rulings, or technical advice
memoranda relating to any Tax for which the Company or any of its
Subsidiaries is or may be liable.

5.18 ACCOUNTS PAYABLE AND OTHER ACCRUED EXPENSES. The accounts payable
-------------------------------------------
and other accrued expenses included among the Liabilities of the Company and its
Subsidiaries represent bona fide obligations incurred by the Company and its
Subsidiaries, which arose in the Ordinary Course of Business.

5.19 PROHIBITED PAYMENTS. To the Knowledge of Seller, neither the
--------------------
Company nor any officer or employee, or other person acting on behalf of the
Company has used any of the Company's funds for unlawful contributions,
payments, gifts, or entertainment, or made any unlawful expenditures relating to
political activity to governmental officials (U.S. or foreign) or others or
established or maintained any unlawful or unrecorded funds in violation of
Section 30A of the Exchange Act (assuming the applicability of such section to
Seller).

5.20 ABSENCE OF CHANGES. Except as contemplated hereby or reflected in
------------------
the Latest Balance Sheet or set forth on Section 5.20 of the Disclosure
Schedule, since the Latest Balance Sheet Date there has not been:

(a) any damage to or destruction or loss in excess of One Hundred
Thousand Dollars ($100,000) in the aggregate of the assets, properties,
rights or interests of the Company or any of its Subsidiaries used in its
respective Business, whether or not covered by insurance;

(b) increases in the salary, bonus or other compensation payable
to any current or former officer, employee, manager or director of the
Company or any Subsidiary other than in the Ordinary Course of Business;

(d) any adoption, grant, extension or increase to the rate or
terms of any bonus, insurance, pension or other employee benefit plan,
payment or arrangement made to, for, or with any manager or employee or any
other benefits payable in any other form by the Company or any Subsidiary
except increases required by Applicable Law;

(e) any entry into, modification or termination of any Contract
involving a total remaining commitment of at least One Hundred Thousand
Dollars ($100,000) other than in the Ordinary Course of Business, or
receipt of notice of termination of any Material Contract;

(f) any increase in the aggregate indebtedness for borrowed money
or any increase in purchase commitments or other Liabilities incurred by
the Company or any of its Subsidiaries, nor has the Company or any of its
Subsidiaries issued or assumed, guaranteed or endorsed any debt securities
or otherwise as an accommodation become responsible for, the obligations of
any other Person, nor has there been any change in any assumption
underlying, or method of calculating, any bad debt, contingency or other
reserve, except for liabilities, commitments and obligations incurred in
the Ordinary Course of Business;

(g) any Lien created on any of the assets of the Company or any of
its Subsidiaries other than Permitted Liens;

(h) any sale, assignment, transfer or other disposition or license
of any assets of the Company or any of its Subsidiaries, other than the
sale, assignment, transfer or other disposition of obsolete equipment in
the Ordinary Course of Business;

(i) any acquisition or lease of any assets valued, in the
aggregate, in excess of One Hundred Thousand Dollars ($100,000), other than
in the Ordinary Course of Business;

(j) any amendment, termination or waiver by the Company or any of
its Subsidiaries of any right of substantial value belonging to it;

(k) any amendment of the certificate of formation or operating
agreement of the Company or any of its Subsidiaries;

(l) any discussions, negotiations or agreement with respect to any
collective bargaining agreement or union representation of any of the
Company's employees;

(m) any capital expenditure or commitment for a capital
expenditure by the Company or any of its Subsidiaries not fully paid for;

(n) any powers of attorney granted (other than powers of attorney
granted in the Ordinary Course of Business with respect to Tax matters or
powers granted for the sole purpose of executing the documents contemplated
by this Agreement);

(o) any merger or consolidation with, or purchase of all or a part
of the assets of, or other acquisition of any business or any
proprietorship, firm, association, partnership, corporation or other
business organization or division thereof;

(p) any change in any methods of accounting or accounting practice
other than those required by changes in GAAP;

(q) any transaction entered into of any kind with any officer,
director, manager or member of the Company or any of its Subsidiaries;

(r) any agreement by the Company or any of its Subsidiaries to do
any of the foregoing; or

(s) a Company Material Adverse Effect.

5.21 MAJOR CLIENTS. Section 5.21 of the Disclosure Schedule sets forth
-------------
a list of the twenty (20) largest clients of the Company in terms of revenue
during the 2004 calendar year and through September 30, 2005 (collectively, the
"MAJOR CLIENTS") showing the total revenue received in such period from each
such client. Except to the extent set forth in Section 5.21 of the Disclosure
Schedule, since January 1, 2005, there has not been any claim made against the
Company or any Subsidiary by any Major Client involving in excess of One Hundred
Thousand Dollars ($100,000). No Major Client has given Notice to the Company or
any Subsidiary that any such Major Client intends to reduce the revenues it
provides to the Company or any Subsidiary and neither the Company nor any
Subsidiary has received any Notice of termination or non-renewal of any contract
in excess of One Hundred Thousand Dollars ($100,000) with any of its Major
Clients. True, correct and complete copies of all such dispute or termination
Notices (or a written description of any oral dispute or termination Notice)
have been delivered to Purchaser prior to the date hereof.

5.22 INSURANCE. Section 5.22 of the Disclosure Schedule sets forth
---------
each insurance policy (specifying the insurer, the type of insurance and the
policy number) maintained by the Company and its Subsidiaries on their
respective properties, assets, products, Business or personnel. True and
complete copies of the most recent inspection reports, if any, received from
insurance underwriters as to the condition of the properties and assets owned,
leased, occupied or operated by the Company and its Subsidiaries or the conduct
of their business have been delivered to Purchaser. Neither the Company nor any
of its Subsidiaries is in default with respect to any provision contained in any
insurance policy nor has the Company or any of its Subsidiaries failed to give
any notice or present any claim under any insurance policy in due and timely
fashion. All premiums under such policies are current. None of the insurance
policies will terminate or lapse as a result of the transactions contemplated
hereunder, nor will any such policy expire, lapse or terminate within ninety
(90) days after the Closing Date, except as set forth on Section 5.22 of the
Disclosure Schedule. True and complete copies of all liability and casualty
insurance policies of the Company and its Subsidiaries, which were in effect
immediately prior to November 1, 2005, and insurance binders for recently
renewed policies have heretofore been delivered or made available to the
Purchaser.

5.23 BANK ACCOUNTS. Section 5.23 of the Disclosure Schedule sets
--------------
forth: (a) the name of each bank in which the Company or any of its
Subsidiaries has an account or safe deposit box, the account numbers and the
names of all persons authorized to draw thereon or to have access thereto; and
(b) the name of each person, corporation, firm, association or business
organization, entity or enterprise holding a general or special power of
attorney from the Company or any of its Subsidiaries and a summary of the terms
thereof.

5.24 AFFILIATE AND ASSOCIATE TRANSACTIONS. Except as set forth on
---------------------------------------
Section 5.24 of the Disclosure Schedule, neither the Company nor any of its
Subsidiaries has any loan or advance outstanding to any member, manager,
officer, or employee and no officer, member, employee or manager of the Company
nor any of its Subsidiaries or any Affiliate of any such officer, member,
employee or manager has, either directly or indirectly:

(a) an equity or debt interest in any Person which purchases from
or sells or furnishes to the Company or any of its Subsidiaries any goods
or services or otherwise does business with the Company or any Subsidiary;
or

(b) a beneficial interest in any contract, commitment or agreement
to which the Company or any of its Subsidiaries is a Party or under which
the Company or any of its Subsidiaries is obligated or bound or to which
the property of the Company or any of its Subsidiaries may be subject,
other than contracts, commitments or agreements between the Company or any
of its Subsidiaries and such persons in their capacities as employees,
officers or directors of the Company or any of its Subsidiaries; provided,
however, that such representation and warranty in clauses (a) and (b) above
shall not apply to the ownership, as a passive investment, by any such
employee, officer, director, or Affiliate, of less than one percent (1%) of
a class of securities listed for trading on a national securities exchange
or publicly traded in the over-the-counter market.

5.25 NO CLAIMS. Except as set forth on Section 5.25 of the Disclosure
----------
Schedule, to Seller's Knowledge, neither Seller, any of its members, nor
Seller's manager has directly or indirectly, any claims, actions, causes of
action, demands, damages, or losses, whether at law or in equity, in tort, by
contract or under Applicable law, against the Company or any of its
Subsidiaries.

5.26 NO FINDER. Except for Xxxxxxxxx Associates LLC in Boston,
----------
Massachusetts, neither the Seller nor the Company or any Subsidiary has agreed
to pay to any broker, finder, investment banker or any other Person a brokerage,
finder's or other fee or commission in connection with this Agreement, any other
transaction document or the consummation of any of the transactions contemplated
hereby and thereby.

5.27 TITLE TO AND SUFFICIENCY OF ASSETS. Except as set forth on
---------------------------------------
Section 5.27 of the Disclosure Schedule, the Company and each of the
Subsidiaries has good and marketable title to, or a valid leasehold interest in,
all tangible personal property and intangible assets used by it in the operation
of the Business as presently conducted, free and clear of any Lien other than
Permitted Liens. Such assets constitute all the assets, properties and rights
that are currently used in connection with the conduct of the Business as it is
presently conducted and has been conducted since December 31, 2004.

5.28 TANGIBLE ASSETS. All of the material tangible assets used in the
----------------
conduct of the Business, which constitute personal property of the Company or
any Subsidiary, whether owned or leased by the Company or such Subsidiary, are
in good operating condition and repair (with the exception of normal wear and
tear). Contemporaneously with the execution and delivery of this Agreement,
Seller has delivered to Purchaser a depreciation schedule as of October 31,
2005, listing the material tangible operating assets of the Company and each of
the Subsidiaries, which schedule is true, correct and complete as of such date.
Except as set forth on Section 5.28 of the Disclosure Schedule, the Company and
each of the Subsidiaries owns all such tangible operating assets free and clear
of all Liens other than Permitted Liens.

5.29 COMPUTER SYSTEM. Except as disclosed in Section 5.29 of the
----------------
Disclosure Schedule, the software included in the Computer System is either (i)
owned by the Company or a Subsidiary free and clear or any and all Liens except
Permitted Liens, or (ii) used by the Company or such Subsidiary pursuant to a
fully-paid license granted to the Company or such Subsidiary by the third party
pursuant to the terms of such license. The Company and each of the Subsidiaries
owns or has valid licenses to use the Computer System, including all software
comprising a part thereof, and there are no defects in the same that have
materially interrupted the Company's or such Subsidiary's operations within the
past twelve (12) months. Except as disclosed in Section 5.29 of the Disclosure
Schedule, no such license shall terminate or become terminable as a result of
the transaction contemplated herein. The use of the Computer System (including
any software modifications) by the Company and each of the Subsidiaries has not
violated or infringed upon the rights of any third parties, and the sale of the
Membership Interests to Purchaser will not result in the termination of any
maintenance, service or support agreement relating to any part of the Computer
System or any reduction in the services provided to the Business, warranties
available to the Business or rights of the Business thereunder as same apply to
each of the Company and each of the Subsidiaries.

5.30 CONSTRUCTION AND DEVELOPMENT CONTRACTS. Section 5.30 of the
----------------------------------------- -------------
Disclosure Schedule contains a complete list of each contract pursuant to which
the Company or any of its Subsidiaries acts as manager of the construction
and/or development of commercial, industrial or residential real estate
properties (each, a "CONSTRUCTION CONTRACT"). The Company and each Subsidiary
has delivered to Purchaser true and complete copies of each Construction
Contract in excess of One Million Dollars ($1,000,000). Except as set forth on
Section 5.30 of the Disclosure Schedule.
-------------

(a) to the Knowledge of the Seller, there is no fact or
circumstance existing involving a "fixed price" or "lump sum" Construction
Contract with respect to which it is reasonably foreseeable that the
aggregate cost of the work to be performed by the Company or such
Subsidiary thereunder shall exceed such fixed price or lump sum;

(b) with respect to any Construction Contract where payment is
made to the Company or any Subsidiary on a "percentage of completion"
basis, neither the Company nor any such Subsidiary has received any payment
which is in excess of the portion of the payment to which it was entitled
on the basis of the work performed under such Construction Contract;

(c) all work performed under each Construction Contract has been
in conformity with the plans, drawings and specifications for such work as
same may have been modified pursuant to duly executed change orders
respecting such work, and is free of defect;

(d) the standard warranty provided by the Company or a Subsidiary
under any Construction Contract is set forth on Section 5.30(d) of the
---------------
Disclosure Schedule and, except as is set forth in said Section 5.30(d) of
---------------
the Disclosure Schedule, neither the Company nor any Subsidiary has either
extended the time period of such warranty beyond the time period reflected
in said standard warranty or provided for any greater financial benefit to
the beneficiary of said warranty than is provided for in said standard
warranty;

(e) all warranty work for which a claim has been made under a
Construction Contract prior to the date hereof has been duly performed and
paid for in full by the Company or such Subsidiary, as the case may be; and

(f) true, correct and complete copies of all manufacturers
warranties or other warranties in excess of One Hundred Thousand Dollars
($100,000) provided to the Company or a Subsidiary in connection with any
work performed, or product or service provided pursuant to the work
contemplated by a Construction Contract, including operating and
maintenance manuals and other documentation that is essential to the
preservation of rights to assert a warranty claim thereunder, are kept with
the records of the Company or Subsidiary which is responsible for such work
and are available for inspection by the Purchaser, and neither the Company
nor any Subsidiary has taken any action or omitted to take any action the
effect of which is to limit, diminish or terminate any such warranty or
increase the costs and expenses of the Company or such Subsidiary as a
result thereof.

5.31 GOVERNMENT CONTRACTS. Section 5.31 of the Disclosure Schedule
--------------------- -------------
hereto contains a complete list, as of the date hereof, of each Contract having
an aggregate value in excess of Five Hundred Thousand Dollars ($500,000)
pertaining to the Business, between the Company or any Subsidiary and the United
States government and/or its agencies (each, a "GOVERNMENT CONTRACT"). The
Company and each Subsidiary has provided or made available to Purchaser true and
complete copies of each Government Contract. Except as set forth on Schedule
5.31:

(a) Neither the Company nor any of its Subsidiaries has pending,
as of the date hereof, any written bid, offer, or proposal for any new
Government Contract submitted in response to a request for proposals or
other formal solicitation issued by the United States government or any
agency thereof, which shall not be deemed to include any pending
modification, extension, exercise of options, or task order under any
previously awarded Government Contract;

(b) With respect to Government Contracts under the General
Services Administration ("GSA") Multiple Award Schedule ("MAS"):

(i) Under its FABS and MOBIS schedule contracts, as well as
any other GSA/MAS contracts, the Company and each of its Subsidiaries
is substantially compliant with the applicable requirements of the
following clauses and provisions, to the extent they are incorporated
therein: (1) Price Reductions clause, GSAR 552.238-75 (May 2004); (2)
Industrial Funding Fee and Sales Reporting clause, GSAR 552.238-74
(Jul 2004); and (3) Contract Price List clause, I-FSS-600 (Jul 2004);
and

(ii) Under its FABS and MOBIS schedule contracts, as well as
any other GSA/MAS contracts, the Company and each of its Subsidiaries
contract invoices submitted to the United States government for
payment, to the extent such payments are based upon labor hours
incurred, accurately reflect the number of labor hours actually
incurred by its personnel, and those personnel satisfy the credential
requirements for the applicable labor categories.

5.32 [RESERVED]
----------

5.33 [RESERVED]
----------

5.34 WARRANTY ELIGIBILITY. The Company and each of its Subsidiaries
---------------------
has complied in all material respects with all applicable requirements of any
and all warranties for products or systems owned by the Company or such
Subsidiary such that it is eligible for full warranty coverage to the fullest
extent available.

5.35 INFORMATION ACCURATE AND COMPLETE; RELIANCE. Without limiting the
-------------------------------------------
specific language of any other representation or warranty herein, all
information furnished to Purchaser in this Agreement, in exhibits or schedules
attached hereto, or otherwise delivered to Purchaser is accurate and complete in
all material respects, includes all material facts required to be stated therein
and does not contain any untrue statement of a material fact or omit any
material fact necessary to make the statements therein not misleading.
Notwithstanding any right of Purchaser fully to investigate the affairs of the
Company and each of the Subsidiaries and notwithstanding any knowledge of facts
determined or determinable by Purchaser pursuant to such investigation or right
of investigation, Purchaser has the right to rely fully upon the representations
and warranties of Seller contained herein, in the exhibits or the schedules
hereto or in any other document delivered in connection with the transactions
contemplated hereby.

ARTICLE VI
----------

REPRESENTATIONS AND WARRANTIES OF JLL AND PURCHASER
---------------------------------------------------

Each of JLL and Purchaser makes the following representations and
warranties to Seller, each of which is true and correct on the date hereof
(except where specifically provided otherwise) and will be true and correct on
the Closing Date, as though then made, and each of which shall survive the
Closing Date and the transactions contemplated hereby to the extent set forth in
Section 9.6 hereof:
------------

6.1 DUE ORGANIZATION AND STANDING. Each of JLL and Purchaser is a
--------------------------------
corporation duly organized, validly existing and in good standing under the laws
of the State of Maryland.

6.2 AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY. Each of JLL and
-------------------------------------------------
Purchaser has full corporate power and authority to execute and deliver this
Agreement and each other transaction document to which Seller is a party and to
consummate the transactions contemplated hereby. The execution and delivery by
JLL and Purchaser of this Agreement and each other transaction document to which
JLL and Purchaser is a party and the consummation by JLL and Purchaser of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary corporate action on the part of JLL and Purchaser. Each of JLL and
Purchaser has duly executed and delivered this Agreement and will duly execute
and deliver each other transaction document to which JLL and Purchaser is a
party. This Agreement constitutes, and each other transaction document to which
JLL and Purchaser is a party, when duly executed and delivered by JLL and
Purchaser, shall constitute, the legal, valid and binding obligation of JLL and
Purchaser, enforceable against JLL and Purchaser in accordance with its terms,
except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws now or hereafter in effect
relating to creditors' rights and by general principles of equity.

6.3 NO CONFLICTS; CONSENTS. The execution and delivery by JLL and
------------------------
Purchaser of this Agreement and each other transaction document to which JLL and
Purchaser is a party, the consummation by JLL and Purchaser of the transactions
contemplated hereby and thereby and compliance by JLL and Purchaser with the
terms hereof and thereof do not conflict with, or result in any violation of or
default (with or without notice or lapse of time, or both) under, or give rise
to a right of termination, cancellation or acceleration of any obligation or to
loss of a material benefit under or result in the creation of any Lien upon any
of the properties or assets of JLL or Purchaser under, any provision of (i) the
organizational documents of JLL or Purchaser, (ii) any contract, agreement or
instrument to which JLL or Purchaser or any of their subsidiaries is a party or
by which any of their respective properties or assets is bound or (iii) any
judgment, order or decree or laws applicable to JLL or Purchaser or any of their
subsidiaries or their respective properties or assets, other than, in the case
of clause (ii) above, any such items disclosed on Schedule 6.3. Except as
------------
disclosed on Schedule 6.3 and except with respect to the required filing under
------------
the HSR Act and any filings required under federal or state securities laws, no
consent, approval, license, permit, order or authorization of, or registration,
declaration or filing with, any Governmental Authority or any other Person is
required to be obtained or made by or with respect to JLL or Purchaser or any of
their subsidiaries in connection with JLL's and Purchaser's execution, delivery
and performance of this Agreement or the consummation by JLL or Purchaser of the
transactions contemplated hereby or the conduct by JLL or Purchaser of the
business following the Closing as conducted on the date hereof, other than any
such items which if not obtained or made, individually or in the aggregate, have
not had and could not reasonably be expected to have a JLL Material Adverse
Effect.

6.4 NO FINDER. Neither JLL nor Purchaser has agreed to pay to any
----------
broker, finder, investment banker or any other Person a brokerage, finder's or
other fee or commission in connection with this Agreement, any other transaction
document or the transactions contemplated hereby and thereby.

6.5 LITIGATION. There is no action, suit or proceeding pending or, to
----------
the knowledge of Purchaser, threatened against JLL or Purchaser that questions
the validity of this Agreement or any other transaction document to which JLL or
Purchaser is a party or the right of JLL or Purchaser to enter into such
agreements or to consummate the transactions contemplated hereby or thereby.

ARTICLE VII
-----------

COVENANTS
---------

7.1 ACCESS TO INFORMATION; CONFIDENTIALITY.
--------------------------------------

(a) Seller hereby covenants and agrees that during the period from
the date of this Agreement to the Closing Date, Seller shall cause the
Company and each of the Subsidiaries to (a) give Purchaser and its
authorized representatives reasonable access to all books, records,
personnel, offices and other facilities and properties of the Company and
the Subsidiaries and the Company's accountants, (b) permit Purchaser to
make such copies, inspections and investigations thereof as Purchaser may
reasonably request and (c) furnish Purchaser with such financial and
operating data and other information with respect to the Company and the
Subsidiaries and the Business of each of them as Purchaser or any such
authorized representative may from time to time reasonably request;
provided, however, that the foregoing shall be conducted at Purchaser's
-------- -------
expense under the supervision of the personnel of the Company in such a
manner as to maintain the confidentiality of this Agreement and the
transactions contemplated hereby and not to interfere unreasonably with the
normal operation of the Business.

(b) Purchaser and JLL acknowledge that the information provided to
Purchaser and JLL and their representatives in connection with the
transactions contemplated hereby is subject to, and Purchaser and JLL
shall, and shall cause their representatives to, fully comply with the
provisions of, that certain Confidentiality Agreement, dated as of
September 12, 2005, between an Affiliate of Purchaser and Seller (the
"CONFIDENTIALITY AGREEMENT"), the terms of which are incorporated herein by
this reference. Upon the Closing, the obligations of Purchaser's Affiliate
pursuant to the Confidentiality Agreement shall terminate with respect to
information concerning the Company.

(c) From and after the Closing Date, except to the extent
expressly required by applicable law or court order, Seller shall, and
shall cause its Affiliates to, keep secret and confidential and not use for
its own benefit or use or authorize the use thereof for the benefit of any
other Person all Confidential Information (as such term is defined in this
Section). For purposes of this Section 7.1(c), the term "CONFIDENTIAL
---------------
INFORMATION" means information regarding the Company and each of its
Subsidiaries which relates to or arises from the conduct of the Business of
the Company or such Subsidiary, as the case may be, or any portion thereof
and is confidential or proprietary, whether or not it is expressly stamped
or identified as being confidential, including the following: (1)
information regarding the Company's and each of its Subsidiaries' Business,
operations, assets, liabilities or financial condition; (2) information
regarding the Company's and each of its Subsidiaries' pricing, sales,
merchandising, marketing, capital expenditures, costs, joint ventures,
business alliances, purchasing or manufacturing; (3) information regarding
the Company's and each of its Subsidiaries' employees or sales
representatives, including their identities, responsibilities, competence
and compensation; (4) customer lists or other information regarding the
Company's and each of its Subsidiaries' current or prospective customers,
including information regarding their identities, contact persons and
purchasing patterns; (5) information regarding the Company's and each of
its Subsidiaries' current or prospective vendors, suppliers, distributors
or other business partners; (6) forecasts, projections, budgets and
business plans regarding the Company and each of its Subsidiaries; (7)
information regarding the Company's and each of its Subsidiaries' planned
or pending acquisitions, divestitures or other business combinations; (8)
the Company's and each of its Subsidiaries' trade secrets and proprietary
information; (9) technical information, patent disclosures and
applications, copyright applications, sketches, drawings, blueprints,
models, know-how, discoveries, inventions, improvements, techniques,
processes, business methods, equipment, algorithms, software programs,
software source documents and formulae, in each case regarding the
Company's and each of its Subsidiaries' current, future or proposed
products or services (including information concerning the Company's and
each of its Subsidiaries' research, experimental work, development, design
details and specifications, and engineering); and (10) the Company's and
each of its Subsidiaries' website designs, website content, proposed domain
names, and data bases. "Confidential Information" shall not, however,
include (A) information which Seller or any of its Affiliates receives from
a third party with the legal right to disclose it to Seller or any of its
Affiliates, (B) information disclosed in judicial or administrative
proceedings to the extent Seller or any of its Affiliates is legally
compelled to disclose such information; provided, however, that the Seller
-------- -------
or its Affiliate, as the case may be, shall have (i) used its reasonable
efforts to keep from disclosing such information, (ii) provided the Company
or its Subsidiary, as the case may be, with prompt notice of the request
for such information before disclosure of such information, and (iii)
afforded the Company or such Subsidiary, as the case may be, the
opportunity to obtain an appropriate protective order or other assurance
(and cooperated with the Company or such Subsidiary, as the case may be, in
obtaining such order and/or assurance), satisfactory to the Company or such
Subsidiary, as the case may be, of confidential treatment of such
information before Seller or its Affiliate, as the case may be, discloses
such information, or (C) information that is generally available to the
public; provided, however, that information shall not be considered
generally available to the public if it is made public by Seller or any of
its Affiliates in violation of this Section 7.1(c) or by a third party who
--------------
has no lawful right to disclose the information or who does so in violation
of any contractual, legal or fiduciary obligation to the Company or any of
its Subsidiaries. For the avoidance of doubt, notwithstanding anything
herein to the contrary, the parties agree that, because Purchaser has
entered into, or will enter into, separate confidentiality agreements with
the individuals whose activities Purchaser wishes to restrict, this Section
-------
7.1 applies only to entities and not to any natural persons.
---

7.2 PRE CLOSING RESTRICTIONS ON CONDUCT OF BUSINESS.
-----------------------------------------------

(a) From the date hereof through the Closing Date, except as
contemplated by this Agreement or described on Schedule 7.2, the Company
------------
and each of the Subsidiaries shall, and Seller shall cause the Company and
each of the Subsidiaries to, operate only in the ordinary and usual course
of business consistent with past practice and shall use commercially
reasonable efforts to preserve the good will and current relationships with
clients, customers, suppliers, employees and other Persons material to the
operation of the Business of each of them.

(b) Without limiting the generality of Section 7.2(a), Seller
--------------
hereby covenants and agrees that during the period from the date of this
Agreement to the Closing Date, except (i) as otherwise contemplated by this
Agreement, (ii) as set forth on Schedule 7.2 or (iii) with the prior
-------------
written consent of Purchaser (which consent shall not be unreasonably
withheld or delayed), Seller shall not, to the extent of its authority so
to do, cause or permit the Company or any of its Subsidiaries to:

(i) sell, license or dispose of any of its material
properties or assets other than in the Ordinary Course of Business;

(ii) acquire or lease any assets other than in the Ordinary
Course of Business;

(iii) make any loans, advances (other than advances made in
the Ordinary Course of Business) or capital contributions to, or
investments in, any other Person, except in the Ordinary Course of
Business and except for capital contributions in accordance with
existing commitments;

(iv) make any change in any of its present accounting
methods, systems, policies, principles or practices, including its
manner or timing of collecting accounts receivable or paying accounts
payable, except as required by changes in GAAP;

(v) make or authorize any capital expenditures in excess of
Fifty Thousand Dollars ($50,000) in the aggregate as to all such
expenditures;

(vi) settle or compromise any material Tax Liability;

(vii) incur any indebtedness for borrowed money, issue any
debt securities, assume, guarantee or endorse the obligations of any
third party or mortgage or create any Liens other than Permitted Liens
on any of its properties or assets, or modify any existing
indebtedness, debt securities or guarantees;

(viii) amend its certificate of formation, articles of
organization, operating agreement or partnership agreement (whichever
is applicable) except for the amendments which have been reflected in
the Limited Liability Company Agreement of the Seller attached as
Exhibit B hereto;
----------

(ix) enter into a Contract involving a total remaining
commitment of Five Hundred Thousand Dollars ($500,000), or terminate
or amend in any material respect any Material Contract other than in
the Ordinary Course of Business, or fail to notify Purchaser upon the
receipt of notice of termination of any Material Contract;

(x) change its equity structure;

(xi) make any dividend or distribution to Seller or any other
Affiliate of the Company;

(xii) acquire or agree to acquire by merging or consolidating
with or by purchasing the stock or other equity of, or a substantial
portion of the assets of, or by any other manner, any business or
entity or otherwise acquire or agree to acquire any assets;

(xiii) knowingly take any action that would cause any of
Seller's representations and warranties set forth in Article V hereof
---------
to become untrue in any material respect;

(xiv) fail to notify Purchaser in the event that the Company
or any Subsidiary receives notice that any Major Client intends to
reduce its revenues to the Company or such Subsidiary in any material
respect;

(xv) enter into any Contract with any member, stockholder,
manager, director, officer or employee of Seller, the Company or
Subsidiary or with any of the respective Affiliates of such Person or
any Contract with any Affiliate of the Company with a value in excess
of Five Hundred Thousand Dollars ($500,000) (it being understood and
agreed that any Contract with any such Affiliate with a value of Five
Hundred Thousand Dollars ($500,000) or less may only be entered into
in the Ordinary Course of Business);

(xvi) waive, release or cancel any material claims against
third parties or material debts owing to the Company;

(xvii) enter into any written employment agreement with any
employee or increase in any material respect the compensation of any
manager or employee;

(xviii) enter into any agreement with respect to any
collective bargaining agreement;

(xix) adopt, grant, extend or increase the rate or terms of
any bonus, insurance, pension or other employee benefit plan, payment
or arrangement made to, for, or with any manager or employee or any
other benefits payable in any other form by the Company or any
Subsidiary or otherwise amend any Benefit Plan, except to the extent
required by Applicable Law;

(xx) take or omit to take any action the effect of which is
to cause the Company to be taxed as a corporation;

(xxi) change or permit any change in the classification of
the Company or any Subsidiary for any federal, state or local income
tax purposes;

(xxii) permit the creation of any Lien other than a Permitted
Lien upon any of its assets; or

(xxiii) agree to take any of the foregoing actions.

(c) Without limiting the generality of Section 7.2(a), during the
--------------
period from the date of this Agreement to the Closing Date, except as set
forth on Schedule 7.2 or as expressly permitted by this Agreement, Seller
------------
shall cause the Company and each of the Subsidiaries to (i) maintain its
books, accounts and records in the usual, regular and ordinary manner, and
on a basis consistent with GAAP, and (ii) duly comply in all material
respects with applicable laws.

(d) Any Contract which requires the prior written consent of
Purchaser pursuant to Section 7.2(b) and which is entered into or incurred
--------------
with the prior written consent of Purchaser shall be deemed included on the
appropriate schedules to this Agreement. Either party shall have the right
to update the schedules to include any such Contract. Any Contract entered
into or incurred in violation of Section 7.2(b) shall not be included on
--------------
any of the schedules to this Agreement absent the written consent of
Purchaser.

7.3 COMPLIANCE WITH LAW. Each Party shall comply with all Applicable
---------------------
Law and cooperate to obtain any Permit transfers and/or approvals of
Governmental Authorities required for the valid and effective consummation of
the transactions contemplated hereby.

7.4 CERTAIN EMPLOYEE MATTERS. From the date hereof through the Closing
------------------------
Date, Seller shall notify Purchaser promptly if any individual named on the Key
Employee List gives notice to the Company that such person intends to terminate
his employment with the Company or any Subsidiary or is not willing to work for
Purchaser.

7.5 NOTICE. From and after the date hereof through the Closing Date
------
each Party shall promptly notify the other Party in writing upon the occurrence
or the nonoccurrence of any event of which such Party has actual knowledge which
does then, or which upon the passing of time or the giving of notice would,
constitute a material breach of or default under, or render misleading or untrue
in any material respect, any agreement, covenant, representation or warranty
made by such Party in this Agreement.

7.6 CONSENTS, FILINGS AND AUTHORIZATIONS; EFFORTS TO CONSUMMATE. As
--------------------------------------------------------------
promptly as practicable after the date hereof, the Parties shall make all
filings and submissions under such laws as are applicable to them or to their
respective Affiliates and as may be required for the consummation of the
transactions contemplated by this Agreement. The Parties shall consult with
each other prior to any such filing, and no Party shall make any such filing or
submission to which another Party reasonably objects in writing. All such
filings shall comply in form and content in all material respects with
applicable laws. No agreement that could have a negative impact on the Business
will be made by Seller or the Company with any third party to obtain any consent
or approval to the transactions contemplated hereby, except in accordance with a
plan previously agreed to in writing by Purchaser and none of Purchaser, JLL,
the Company or any Subsidiary shall be required to make any payment or provide
any goods or services as a condition to obtaining such consent. Subject to the
terms and conditions herein, each Party shall use its commercially reasonable
efforts to take or cause to be taken all actions and to do or cause to be done
all things necessary, proper or advisable: (a) to cause the conditions to the
obligations of each Party to consummate the transactions contemplated hereby to
be satisfied as soon as reasonably practicable and (b) under Applicable Law,
Permits and orders, to consummate and make effective the transactions
contemplated hereby as soon as reasonably practicable, including obtaining all
consents required in connection with such Party's consummation of the
transactions contemplated hereby.

7.7 PUBLIC ANNOUNCEMENTS. Prior to the Closing, and in connection with
--------------------
the initial announcement of the consummation of the Closing, the Parties will
consult with each other before issuing, and provide each other the opportunity
to review, comment upon and concur with, any press release or other public
statements with respect to the transactions contemplated by this Agreement, and
shall not issue any such press release or make any such public statement prior
to such consultation, except as may be required by applicable law or court
process.

7.8 NON-COMPETITION.
---------------

(a) In order to induce Purchaser to enter into this Agreement, and
subject to the exceptions set forth herein, Seller expressly covenants and
agrees that, for a period of five (5) years from and after the Closing
Date, (i) neither Seller nor any of its Affiliates shall without the prior
express written consent of Purchaser (A) own, manage, operate or control,
either within or outside the Territory, any business, individual,
partnership, firm, corporation or other entity which is engaged, directly
or indirectly, in the Business of the Company or any Subsidiary within the
Territory or (B) interfere or attempt to interfere with any business
relationship between any third party and Purchaser or any of its Affiliates
in connection with Purchaser's or its Affiliates' engaging in the Business
of the Company or any Subsidiary within the Territory including, without
limitation, the solicitation or acceptance of any work or engagement from
any Person or any Affiliate of such Person who was a client of the Company
or any Subsidiary within the eighteen (18) month period immediately
preceding the Closing Date, or (ii) solicit or encourage any officer,
employee, consultant or agent employed or exclusively retained by the
Company or any Subsidiary on the Closing Date to leave the employ or
exclusive retention of the Company or such Subsidiary, as the case may be,
other than through a general solicitation that does not specifically target
employees or consultants of the Company or any Subsidiary; provided,
--------
however, that nothing in this Section 7.8 shall limit, prohibit or restrict
------- -----------
Seller or any of its Affiliates from carrying out any of the activities
listed on Schedule 7.8 hereto or from owning, directly or indirectly,
-------------
solely as an investment, publicly-traded securities of an entity which
engages in the Business if Seller and its Affiliates do not, collectively,
own more than five percent (5%) of any class of securities of such entity.
For the avoidance of doubt, notwithstanding anything herein to the
contrary, the parties agree that, because Purchaser has entered into, or
will enter into, separate employment agreements (containing non-competition
agreements) with the individuals whose activities Purchaser wishes to
restrict, this Section 7.8 applies only to entities and not to any natural
-----------
persons.

(b) Seller and Purchaser expressly agree that the remedies at law
for any breach of the provisions of this Section 7.8 may be inadequate and
that, in addition to any other remedies that Purchaser may have, Purchaser
shall be entitled to seek temporary and permanent injunctive relief without
the necessity of proving actual damages or posting bond. To the extent that
any part of this Section 7.8 may be invalid, illegal or unenforceable for
-----------
any reason, it is intended that such part shall be enforceable to the
extent that a court of competent jurisdiction shall determine that such
part, if more limited in scope, would have been enforceable. Seller and
Purchaser acknowledge that Purchaser would not enter into this Agreement or
acquire the Membership Interests unless Seller agreed to the provisions of
this Section 7.8.
------------

7.9 RESIGNATION AND GENERAL RELEASE. Seller agrees that it shall
----------------------------------
deposit into the Escrow prior to the Closing Date a resignation and release in
the form attached as Exhibit C hereto, duly executed by Seller and Xxxxxxxxx and
---------
Xxxx Holdings, LLC.

7.10 NO INCONSISTENT ACTION. No Party shall take any action (a)
------------------------
inconsistent with its obligations under this Agreement or (b) that would hinder
or delay the consummation of the transactions contemplated by this Agreement.
Seller and Purchaser shall use commercially reasonable efforts to cause to be
satisfied prior to the Closing Date the conditions set forth in Section 8.1 and
-----------
Section 8.2 hereof, respectively.
------------

7.11 MAINTENANCE OF INSURANCE. The Company and each of the
--------------------------
Subsidiaries shall maintain insurance comparable to its existing insurance
coverage through the Closing Date, and shall not allow any breach, default,
termination or cancellation of such insurance policies or agreements to occur or
exist without curing the same within the applicable cure period. From and after
the Closing Date Seller, at its sole cost and expense, shall bear the cost of
any tail coverage respecting the policy of insurance currently in effect for the
benefit of the officers, directors, members and managers of the Company and its
Subsidiaries or a substitute policy which provides comparable benefits to the
insurance in force at the date hereof. Purchaser shall not permit the Company
or any Subsidiary to cancel any policy of insurance which is in force on the
Closing Date prior to the expiration of the current term of said policy without
the prior written consent of the Seller.

7.12 LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE COMPANY AFTER
------------------------------------------------------------------
THE CLOSING. During the six (6) year period following the Closing Date,
------------
Purchaser shall cause the Company's operating agreement to contain provisions no
less favorable with respect to indemnification, advancement of expenses and
exculpation of present and former managers, members, agents, directors and
officers of the Company and its Subsidiaries than are presently in effect for
such persons under the Company's operating agreement in effect at the date
hereof.

7.13 [INTENTIONALLY OMITTED].
------------------------

7.14 EXPENSES. Seller shall be solely responsible for the payment of
--------
all fees, costs and expenses of Xxxxxxxxx Associates in Boston, Massachusetts,
and none of such fees, costs or expenses shall be charged to, or paid by, the
Company or any Subsidiary. Except as otherwise specifically provided in this
Agreement, each Party shall bear its own expenses incurred in connection with
the negotiations, preparation, execution and performance of the transaction
documents, its due diligence investigation and the consummation of the
transaction contemplated hereby, including all fees and expenses of such Party's
representatives and none of such expenses shall be charged to or borne by the
Company or any Subsidiary.

7.15 PROJECT FINANCE CONSENTS.

(a) Seller hereby covenants and agrees that, prior to the Closing
Date, it will:

(i) cooperate, and shall cause its Affiliates to cooperate,
with Purchaser and the Company and to utilize its best efforts to
obtain those consents, waivers or amendments ("PROJECT LENDERS'
CONSENTS") from the various lender parties ("PROJECT LENDERS") to the
Project Finance Guaranties (A) listed on Schedule 8.1(b) attached
---------------
hereto and (B) identified pursuant to paragraph 7.15(a)(ii) below,
which have an obligation of Five Million Dollars ($5,000,000) or more
under the Project Finance Documents; and

(ii) with JLL, use its best efforts to review each of the
Project Finance Documents not listed on Schedule 8.1(b) and with JLL
---------------
mutually determine whether a consent is required under that document
to consummate the transaction contemplated by this Agreement. In
addition, Seller and JLL hereby covenant to consider each such
document, in light of their experience (or similar experience) with
the other parties to the document and all other circumstances
applicable to the relevant project, in determining whether a consent
is reasonably advisable and obtainable prior to the Closing. Seller
shall use commercially reasonable efforts to obtain the Project
Finance Consents identified pursuant to this paragraph 7.15 (b), and
not otherwise required pursuant to paragraph 7.15(a), prior to the
Closing Date and shall cooperate reasonably with Purchaser after the
Closing Date to help Purchaser obtain any Project Finance Consent that
is not obtained prior to the Closing Date.

(b) JLL hereby covenants and agrees that it will cooperate
reasonably with Seller to obtain (or minimize the cost of obtaining) such
consents, waivers and amendments, including (i) working with its contacts
at institutions that are members of its bank group or (ii) capitalizing (or
agreeing to capitalize) the Company after the Closing at an appropriate
level.

(c) Seller agrees that it shall pay all costs and expenses in
connection with obtaining the Project Lenders' Consents, including, without
limitation, any fees charged by the Project Lenders with respect to the
Project Finance Guaranties for the processing of the Company's request for
such Project Lender Consents.

7.16 CERTAIN EXCLUDED LIABILITIES. Prior to the Closing Date, Seller
------------------------------
shall cause the Company or its Subsidiaries, as the case may be, to assign,
transfer and convey to Seller, and Seller shall accept from the Company or such
Subsidiary, all obligations and liabilities identified on Schedule 7.16 attached
-------------
hereto (the "EXCLUDED LIABILITIES").

7.17 BROKER OF RECORD. Within twenty (20) Business Days after the
------------------
Closing Date, Purchaser shall cause an individual other than Xxxxx Xxxxxx to be
registered as "broker of record" for the Company.

7.18 CURRENT SERVICE CONTRACTS. For three years after the Closing
---------------------------
Date, Seller, in its capacity as partner or member of any of its subsidiaries,
shall not take any action to authorize or approve the termination without cause
of any Current Service Contract, except to the extent that any such action may
be necessary or appropriate to satisfy the fiduciary duties or contractual
obligations of Seller or its subsidiaries. The term "Current Service Contract"
means any service contract now existing between (x) a subsidiary of Seller and
(y) the Company and any of its Subsidiaries. For purposes of this Section 7.18,
------------
neither the Company nor any of its Subsidiaries shall be deemed to be
subsidiaries of Seller.

7.19 S&S CONSTRUCTION ASSIGNMENT OF SHARES. Prior to the Closing Date
--------------------------------------
Seller shall cause certificates evidencing one hundred percent (100%) of the
issued and outstanding shares of capital stock of S&S Construction to be
deposited into the Escrow, duly endorsed for transfer to an entity designated by
Purchaser at least three (3) Business Days before the Closing Date, and
transferring and assigning such shares to said entity free and clear of any and
all Liens. Seller shall also cause to be deposited into the Escrow prior to the
Closing Date a document which is dated as of the Closing Date and is duly
executed by each of the shareholders of S&S Construction in which each such
shareholder acknowledges and agrees that the shares are being assigned without
any obligations of the Company or any Subsidiary to make any payment or provide
any other consideration therefor. Seller hereby acknowledges that, as it
relates to the shares being so assigned and transferred, Seller makes
representations and warranties substantially in the form of the representations
and warranties set forth in Section 4.5 above (conformed to the fact that shares
are being transferred).

7.20 NO SOLICITATION.
----------------

(a) From and after the date of this Agreement through the Closing
Date, Seller shall not, directly or indirectly through any member, officer,
director, employee, representative or agent of Seller or the Company or
otherwise: (i) solicit, initiate, or encourage any inquiries or proposals
that constitute, or could reasonably be expected to lead to, a proposal or
offer for a merger, consolidation, share or equity exchange, business
combination, sale of all or substantially all assets, sale of membership
interests or similar transactions involving the Company or any of the
Subsidiaries other than the transactions contemplated by this Agreement
(any of the foregoing inquiries or proposals an "ACQUISITION PROPOSAL");
(ii) engage or participate in negotiations or discussions concerning, or
provide any non-public information to any person or entity relating to any
Acquisition Proposal; or (iii) agree to, enter into, accept, approve or
recommend any Acquisition Proposal.

(b) Seller shall notify Purchaser immediately (and no later than
24 hours) after receipt by Seller or the Company (or its respective
advisors) of any Acquisition Proposal or any request for nonpublic
information in connection with an Acquisition Proposal or for access to the
properties, books or records of the Company or any Subsidiary by any person
or entity that informs Seller or the Company that it is considering making,
or has made, an Acquisition Proposal. Such notice shall be made orally and
in writing and shall indicate in reasonable detail the identity of the
offeror and the terms and conditions of such proposal, inquiry or contact.

7.21 USE OF NAME.
-------------

(a) On or before the Closing Date, Seller shall cause Xxxxxxxxx &
Xxxx Holdings, Inc. or the then registered holder of the trademark,
"Xxxxxxxxx & Xxxx" ("the "Trademark") to transfer and assign to the Company
all right, title and interest in and to the Trademark free and clear of any
and all Liens, and free and clear of any obligation upon the Company or any
of the Subsidiaries to make any payment therefor or with respect thereto
after the Closing Date. Seller shall deposit into the Escrow prior to the
Closing Date a true, correct and complete copy of the assignment of the
Trademark to the Company, indicating that such assignment was duly filed
with the United States Patent and Trademark Office.

(b) Within three (3) Business Days after the Closing Date,
Purchaser shall cause the Company to execute and deliver to Seller, and
Seller shall execute and deliver to Purchaser, a Trademark License
Agreement respecting the Trademark in the form of Exhibit D hereto (the
----------
"LICENSE AGREEMENT").

(c) From and after the Closing Date, neither Seller nor any
Affiliate of Seller shall use the name, Xxxxxxxxx & Xxxx, or any derivation
thereof for any purpose whatsoever except as such use is expressly
permitted by the License Agreement.

ARTICLE VIII
------------

CONDITIONS TO CLOSING
---------------------

8.1 CONDITIONS TO PURCHASER'S OBLIGATIONS. The obligations of
----------------------------------------
Purchaser to purchase the Membership Interests at the Closing are subject to the
fulfillment, on or prior to the Closing Date, of the following conditions, any
of which may be waived by Purchaser in its sole discretion:

(a) REPRESENTATIONS AND WARRANTIES CORRECT; PERFORMANCE OF
-----------------------------------------------------------
OBLIGATIONS. All representations and warranties made by Seller in this
-----------
Agreement shall be true and correct when made and shall be true and correct
in all material respects on the Closing Date with the same force and effect
as if they had been made as of the Closing Date (except where they speak to
a different date). Seller shall have performed in all material respects all
obligations and conditions under this Agreement required to be performed or
observed by Seller on or prior to the Closing Date. The Parties agree that
the Closing of the transaction contemplated by this Agreement shall not in
any manner whatsoever constitute a waiver or release by Purchaser of any
claims for Losses suffered or incurred as a result of any breach of
representation or warranty by Seller, or failure of performance of any
obligations or conditions by Seller and Purchaser, subject to the
provisions of Article IX below, shall have the unrestricted right to pursue
and enforce all rights and remedies with respect thereto after the Closing
Date.

(b) CONSENTS AND WAIVERS. Seller, the Company and each of the
----------------------
Subsidiaries shall have obtained and deposited into the Escrow all of the
consents and waivers, and shall have given all the notices (copies of which
shall be deposited into the Escrow) more specifically identified in
Schedule 8.1(b) attached hereto.
----------------

(c) NO INJUNCTION OR RESTRAINTS. No temporary restraining order,
----------------------------
preliminary or permanent injunction or other legal restraint or prohibition
preventing or materially restricting or altering the consummation of the
transactions contemplated by this Agreement shall be in effect, and there
shall not be any pending action by or before any Governmental Authority
challenging or seeking to restrain or prohibit in any material respect or
materially alter the consummation of the transactions contemplated by this
Agreement or seeking to obtain any damages from any of the Parties in
connection with the transactions contemplated by this Agreement.

(d) CHANGES IN GOVERNMENTAL REGULATION. There shall not be any
-------------------------------------
action taken by any Governmental Authority, or any Governmental Regulation
changed, enacted, enforced or deemed applicable by any Governmental
Authority to the Company, its Subsidiaries or the Purchaser (solely as it
relates to Purchaser's ownership of the Membership Interests or the conduct
of any Business of the Company or any of the Subsidiaries) which would
reasonably be expected to have a Company Material Adverse Effect.

(e) LOSSES. There shall have been no casualty losses or damage to
------
any property of the Company or any Subsidiary since the date of this
Agreement (other than (i) reasonable and normal wear and tear and (ii) any
damage or casualty loss which has been repaired or replaced prior to the
Closing or for which repair or replacement has been commenced and proceeds
from insurance or otherwise have been or shall be made available to the
Company or such Subsidiary as reasonably necessary to complete such repair
or replacement)) that, together or aggregated with other such losses
occurring since such date, exceeds a total value of Fifty Thousand Dollars
($50,000).

(f) NO COMPANY MATERIAL ADVERSE EFFECT. No Company Material
--------------------------------------
Adverse Effect shall have occurred which has not been remedied or with
respect to which remediation has not been commenced to the satisfaction of
the Purchaser in its sole and absolute discretion.

(g) DOCUMENTS. All documents and instruments delivered by Seller
---------
shall be reasonably satisfactory in substance and form to Purchaser and its
counsel, and Purchaser and its counsel shall have received all such
counterpart originals or certified or other copies of such documents as
they may reasonably request.

(h) EMPLOYMENT AGREEMENTS. Each Person identified on Schedule
---------------------- --------
8.1(h) shall have executed and deposited into the Escrow an Employment
------
Agreement substantially in the form of Exhibit E(i), Exhibit E(ii) or
------------ --------------
Exhibit E(iii), as the case may be, attached hereto; provided, however,
--------------- -------- -------
that if any Person listed on Schedule 8.1(h) is unable to execute and
---------------
deliver such Employment Agreement as a result of such Person's death or
permanent and total disability, such event shall not constitute a failure
of this closing condition.

(i) HSR ACT. The waiting period under the HSR Act shall have
--------
expired and no request for additional information shall be pending.

(j) SELLER CLOSING AGREEMENTS. Seller, the Company or a
---------------------------
Subsidiary, whichever is applicable, shall have deposited into the Escrow
the following transaction documents:

(i) An assignment of membership interest duly executed in
blank by Seller;

(ii) An officer's certificate signed by a duly authorized
officer of Seller and certifying as to the satisfaction of the
conditions set forth in Section 8.1(a) hereof;
---------------

(iii) A certificate signed by the Manager of Seller
certifying as to the incumbency and signature of the representative of
Seller executing this Agreement and any other documents signed by
Seller pursuant to this Agreement;

(iv) The certificate of formation of the Company and all
amendments thereto, certified by the Delaware Secretary of State and
the articles of incorporation, certificate of formation or other
organizational document, and all amendments thereto, filed with any
Governmental Authority with respect to each Subsidiary, certified by
the Secretary of State or other appropriate governmental official of
the jurisdiction in which such Subsidiary was formed or organized;

(v) The books of account, minute books, equity ownership
record books and other records of the Company and its Subsidiaries
(which shall be made available to Purchaser outside of the Escrow);

(vi) A certificate of good standing for each Subsidiary from
the Secretary of State or other appropriate governmental official of
the jurisdiction in which such Subsidiary was formed or organized,
dated within seven (7) days of the Closing Date, certifying that each
Subsidiary is in good standing in such jurisdiction, and a certificate
of good standing from each other jurisdiction where such Subsidiary is
qualified to do business;

(vii) A certificate of good standing from the Delaware
Secretary of State, dated within seven (7) days of the Closing Date,
certifying that the Company is in good standing in the State of
Delaware, and a certificate of good standing from each other
jurisdiction where such the Company is qualified to do business; and

(viii) Uniform Commercial Code, judgment and tax lien
searches of the Seller, the Company and each Subsidiary, dated within
seven (7) days prior to the Closing Date, confirming that the Seller,
Company and each Subsidiary, respectively, owns its assets free and
clear of any Liens except Permitted Liens.

(k) LEGAL OPINION. Seller shall cause to be deposited into the
--------------
Escrow an opinion of Seller's counsel with respect to the transactions
contemplated hereby in a form which is reasonably acceptable to Purchaser.

(l) 000 XXXXXX XXXXXX. Either (i) the construction loan
-------------------
respecting the property located at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
shall have been repaid in full, the permanent loan which has been
substituted therefore shall not have a guarantee of principal repayment by
the Company or any Subsidiary, and a copy of the original note for the
construction loan and lender's release of the construction loan guarantee
each marked, "Paid," "Released" or "Satisfied," shall have been deposited
into the Escrow, or (ii) Seller shall have deposited into the Escrow a duly
executed and dated certificate from an officer of Bank of America, the
construction lender, verifying that said guarantee of principal repayment
has been reduced to ten percent (10%) of the Forty Six Million Dollars
($46,000,000) of principal repayment obligation.

(m) RELEASE OF EXCLUDED LIABILITIES. Seller shall deposit into
----------------------------------
the Escrow evidence to the effect that: (i) Seller has caused the Company
or its Subsidiaries, as the case may be, to assign, transfer and convey to
Seller; and (ii) Seller has accepted from the Company or such Subsidiary,
the Excluded Liabilities.

8.2 CONDITIONS TO SELLER'S OBLIGATIONS. The obligations of Seller to
------------------------------------
sell and deliver the Membership Interests at the Closing are subject to the
fulfillment, on or prior to the Closing Date, of the following conditions, any
of which may be waived by Seller in its sole discretion:

(b) CONSENTS AND WAIVERS. JLL and Purchaser shall have obtained
----------------------
all of the consents and waivers, and given all the notices, as and to the
extent required in connection with the items disclosed on Schedule 6.3.
------------

(c) NO INJUNCTION OR RESTRAINTS. No temporary restraining order,
----------------------------
preliminary or permanent injunction or other legal restraint or prohibition
preventing or materially restricting or altering the consummation of the
transactions contemplated by this Agreement shall be in effect and there
shall not be any pending action by or before any Governmental Entity
challenging or seeking to restrain or prohibit in any material respect or
materially alter the consummation of the transactions contemplated by this
Agreement or seeking to obtain any damages from any of the Parties in
connection with the transactions contemplated by this Agreement.

(d) NO JLL MATERIAL ADVERSE EFFECT. No JLL Material Adverse
----------------------------------
Effect shall have occurred which has not been remedied or with respect to
which remediation has not been commenced to the satisfaction of the Seller
in its sole and absolute discretion.

(e) DOCUMENTS. All documents and instruments delivered by JLL and
---------
Purchaser shall be reasonably satisfactory in substance and form to Seller
and its counsel, and Seller and its counsel shall have received all such
counterpart originals or certified or other copies of such documents as
they may reasonably request.

(f) HSR ACT. The waiting period under the HSR Act shall have
--------
expired and no request for additional information shall be pending.

(g) PURCHASER CLOSING AGREEMENTS. Purchaser shall have deposited
-----------------------------
into the Escrow the following transaction documents:

(i) Officer's certificates signed by a duly authorized
officer of JLL and Purchaser and certifying as to the satisfaction of
the conditions set forth in Section 8.2(a) hereof;

(ii) Certificates signed by a duly authorized officer of JLL
and Purchaser certifying as to the incumbency and signature of the
representatives of JLL and Purchaser executing this Agreement and any
other documents signed by JLL and Purchaser pursuant to this Agreement
and as to the adoption of the resolutions authorizing the transactions
contemplated hereby and thereby;

(iii) The certificates of incorporation of JLL and Purchaser
and all amendments thereto, duly certified by the Secretary of State
of the State of Delaware, dated within seven (7) days of the Closing
Date; and

(iv) Certificates of good standing from the Secretary of
State of the State of Delaware, dated within seven (7) days of the
Closing Date, certifying that each of JLL and Purchaser is in good
standing in the State of Delaware, and a certificate of good standing
from each other jurisdiction where Purchaser is qualified to do
business.

(h) LEGAL OPINION. Purchaser shall cause to be deposited into the
-------------
Escrow an opinion of counsel to JLL and Purchaser with respect to the
transactions contemplated hereby in a form which is reasonably acceptable
to Seller.

ARTICLE IX
----------

INDEMNIFICATION
---------------

9.1 INDEMNIFICATION BY SELLER. Subject to the limitations set forth in
-------------------------
Section 9.6, Seller shall and hereby does indemnify each of JLL and Purchaser
------------
against, and hold them harmless from, and agree to defend against, any and all
Losses suffered or sustained by Purchaser (either directly or as a result of any
Loss suffered or sustained by each of JLL and the Company or any Subsidiary) and
arising from, in connection with, or otherwise with respect to:

(a) any breach of any representation or warranty of Seller
contained in this Agreement or in any other transaction document to which
Seller is a party;

(b) any breach of any covenant or agreement of Seller contained in
this Agreement or in any other transaction document to which Seller is a
party;

(c) the imposition of any Tax against the Company or any of its
Subsidiaries, Seller or Affiliates of Seller for any Pre-Closing Period,
including, without limitation, Taxes of a Person other than the Company and
its Subsidiaries for which JLL, Purchaser, the Company or any Subsidiary is
responsible (i) under Applicable Law; (ii) as a transferee or successor;
(iii) by contract; or (iv) otherwise, but only to the extent any such Tax
liability is the responsibility of Seller pursuant to Article XI;
----------

(d) any litigation described on Schedule 5.10; and
--------------

(e) the Project Finance Documents.

9.2 INDEMNIFICATION BY JLL AND PURCHASER. Each of JLL and Purchaser
---------------------------------------
shall and hereby does jointly and severally indemnify Seller against, and hold
it harmless from and agree to defend against, any and all Losses suffered or
sustained by Seller and arising from, in connection with or otherwise with
respect to:

(a) any breach of any representation or warranty of JLL or
Purchaser contained in this Agreement or in any other transaction document
to which JLL or Purchaser is a party;

(b) any breach of any covenant or agreement of JLL or Purchaser
contained in this Agreement or in any other transaction document to which
JLL or Purchaser is a party; and

(c) any Losses resulting from the imposition of any Tax against
the Company, any Subsidiary, Purchaser or Affiliates of Purchaser except to
the extent Seller is liable for such Taxes pursuant to Article XI.
----------

9.3 CALCULATION OF LOSSES; LIMITATION; EXCLUSIVE REMEDY.
--------------------------------------------------------

(a) The amount of any Loss for which indemnification is provided
under this Article IX shall be net of any amounts actually recovered by the
----------
Indemnified Party under insurance policies with respect to such Loss and
shall be (i) increased to take account of any net Tax cost incurred by the
Indemnified Party arising from the receipt of indemnity payments hereunder
(grossed up for such increase) and (ii) reduced to take account of any net
Tax benefit realized by the Indemnified Party arising from the incurrence
or payment of any such Loss and the present discounted value of any Tax
benefit to be realized in the future (for example if expensed payments are
recharacterized as capital expenditures). The Tax Cost (or Tax benefit) of
the Indemnified Party shall be the positive (or negative) difference equal
to (x) the Tax payable by the Indemnified party taking into account all
items arising from the receipt of any indemnity payment hereunder and the
incurrence or payment of any indemnified Loss, minus (y) the Tax payable by
the Indemnified Party without taking into account any item arising from the
receipt of any indemnity payment herein and the incurrence or payment of
any indemnified Loss.

(b) The remedies set forth in this Article IX shall be the sole
and exclusive remedies of the Parties for any and all Losses sustained or
incurred by them in connection with this Agreement, any other transaction
document and the transactions contemplated hereby and thereby, except with
respect to fraudulent misrepresentations (for which the Parties shall
retain all remedies at law or in equity in addition to the remedies of this
Article IX).
-----------

9.4 INDEMNIFICATION PROCEDURES.
---------------------------

(a) In order for a Party (in such capacity, the "Indemnified
Party") to be entitled to any indemnification provided for under this
Agreement in respect of, arising out of or involving a claim made by any
Person against the Indemnified Party (a "Third Party Claim"), such
Indemnified Party must notify the Party from which indemnification is
sought (in such capacity, the "Indemnifying Party") in writing of the Third
Party Claim promptly following receipt by such Indemnified Party of written
notice of the Third Party Claim; provided, however, that failure to give
such notification shall not affect the indemnification provided hereunder
except to the extent the Indemnifying Party shall have been actually and
materially prejudiced as a result of such failure. Thereafter, the
Indemnified Party shall deliver to the Indemnifying Party, promptly
following the Indemnified Party's receipt thereof, copies of all notices
and documents (including court papers) received by the Indemnified Party
relating to the Third Party Claim and not also addressed to the
Indemnifying Party.

(b) If a Third Party Claim is made against an Indemnified Party,
the Indemnifying Party shall be entitled to participate in the defense
thereof and, if it so chooses, to assume the defense thereof with counsel
selected by the Indemnifying Party; provided that such counsel is not
reasonably objected to by the Indemnified Party. In the event the
Indemnifying Party duly elects to assume the defense of a Third Party
Claim, the Indemnifying Party shall not be liable to the Indemnified Party
for any legal expenses subsequently incurred by the Indemnified Party in
connection with the defense thereof unless (i) the Indemnifying Party has
failed to promptly assume the defense of a Third Party Claim after receipt
of notice of the commencement thereof or (ii) there are defenses available
to the Indemnifying Party and the Indemnified Party which are sufficiently
disparate and several such that continued representation by one counsel (or
legal firm) of both the Indemnifying Party and the Indemnified Party would
materially prejudice the assertion or prosecution of such defenses or
otherwise result in a conflict of interest for such counsel. If the
Indemnifying Party assumes such defense, the Indemnified Party shall have
the right to participate in the defense thereof and to employ counsel, at
its own expense, separate from the counsel employed by the Indemnifying
Party, it being understood that the Indemnifying Party shall control such
defense. If the Indemnifying Party chooses to defend or prosecute a Third
Party Claim, the Indemnified Party shall cooperate in the defense or
prosecution thereof. Such cooperation shall include the retention and (upon
the Indemnifying Party's request) the provision to the Indemnifying Party
of records and information that are reasonably relevant to such Third Party
Claim and making employees available on a mutually convenient basis to
provide additional information and explanation of any material provided
hereunder. Whether or not the Indemnifying Party assumes the defense of a
Third Party Claim, the Indemnified Party shall not admit any liability with
respect to, or settle, compromise or discharge, such Third Party Claim
without the Indemnifying Party's prior written consent (which consent shall
not be unreasonably withheld or delayed). If the Indemnifying Party assumes
the defense of a Third Party Claim, the Indemnified Party shall agree to
any settlement, compromise or discharge of a Third Party Claim that the
Indemnifying Party may recommend and that by its terms obligates the
Indemnifying Party to pay the full amount of the liability in connection
with such Third Party Claim (subject to reduction pursuant to such
settlement), which releases the Indemnified Party completely in connection
with such Third Party Claim and that would not otherwise adversely affect
the Indemnified Party. Notwithstanding the foregoing, the Indemnifying
Party shall not be entitled to assume the defense of any Third Party Claim
(and shall be liable for the fees and expenses of one counsel incurred by
the Indemnified Party in defending such Third Party Claim) if the Third
Party Claim seeks an order, injunction or other equitable relief or relief
for other than money damages against the Indemnified Party that the
Indemnified Party reasonably determines, after conferring with its outside
counsel, cannot be separated from any related claim for money damages. If
such equitable relief or other relief portion of the Third Party Claim can
be so separated from that for money damages, the Indemnifying Party shall
be entitled to assume the defense of the portion relating to money damages.

(c) In the event any Indemnified Party has a claim against an
Indemnifying Party hereunder that does not involve a Third Party Claim
being asserted against or sought to be collected from such Indemnified
Party, the Indemnified Party shall deliver notice of such claim with
reasonable promptness to the Indemnifying Party. The failure by any
Indemnified Party so to notify the Indemnifying Party shall not relieve the
Indemnifying Party from any liability that it may have to such Indemnified
Party hereunder, except to the extent that the Indemnifying Party
demonstrates that it has been materially prejudiced by such failure. The
Indemnifying Party and the Indemnified Party shall proceed in good faith to
negotiate a resolution of such dispute and, if not resolved through
negotiations within ten (10) Business Days after such dispute shall arise,
such dispute shall be resolved by litigation in an appropriate court of
competent jurisdiction.

9.5 TERMINATION OF INDEMNIFICATION OBLIGATIONS. Covenants and
---------------------------------------------
agreements of JLL, Purchaser and Seller hereunder shall survive the Closing on
the Closing Date without limitation. Except as is provided for below and except
with respect to fraud, the indemnification obligations pursuant to Section
-------
9.1(a) and Section 9.2(a) hereof shall terminate on the date which is thirty
------ ---------------
(30) days after the third (3rd) anniversary of the Closing Date; provided,
--------
however, that such indemnification obligations shall not terminate with respect
to any item as to which the Indemnified Party shall have, before the expiration
of such period, previously made a claim by delivering a notice of such claim
(stating in reasonable detail the basis of such facts or claim) to the
Indemnifying Party in accordance with Section 9.4 hereof and, provided further,
----------- -------- -------
that: (i) the indemnification obligations set forth in Sections 9.1(a) and
---------------
9.2(a) hereof shall continue indefinitely and shall not terminate for breach of
-
representations and warranties set forth in Sections 4.1, 4.2, 4.5, 5.1, 5.2,
---------------------------------
5.3, 6.1, and 6.2 hereof; (ii) the indemnification obligations for breach of the
-----------------
representations and warranties set forth in Sections 5.14, 5.16 or 5.17 hereof
---------------------------
shall continue until the expiration of any period after which the applicable
statute of limitations would bar claims by third parties for which
indemnification would otherwise be available for breach of the referenced
representations or under the above referenced indemnification provisions; (iii)
the indemnification obligations in Sections 9.1(c) and 9.2(c) shall continue to
--------------- ------
the extent set forth in Article X; and (iv) the indemnification obligations set
---------
forth in Section 9.1(e) hereof shall continue for so long as Purchaser or the
---------------
Company, or their Affiliates, remains liable under the Project Finance
Documents.

9.6 PAYMENT OF LOSSES; INDEMNIFICATION LIMITATION. To the extent an
------------------------------------------------
Indemnified Party is entitled to indemnification for Losses under Section 9.1 or
-----------
Section 9.2 hereof, the Indemnifying Party shall pay the aggregate amount of
------------
such Losses to the Indemnified Party within fifteen (15) days after the
Indemnifying Party has agreed that it is obligated to pay indemnification or the
date on which an order from a court of competent jurisdiction requiring an
Indemnifying Party to pay indemnification has become final and nonappealable.
Except as is provided for below, neither Purchaser nor JLL shall be entitled to
indemnification for any Losses pursuant to Section 9.1(a) above unless the
--------------
aggregate amount of Losses sustained by Purchaser and JLL exceeds Two Million
Two Hundred Thousand Dollars ($2,200,000.00) (the "BASKET") in which event,
subject to any limitation upon liability set forth below, JLL and Purchaser
shall be entitled to recover all Losses in excess of the Basket, provided,
--------
however, that any Losses (i) relating to fraud or (ii) which are in excess of
-------
One Million Dollars ($1,000,000.00) in connection with any separate claim by JLL
or Purchaser for indemnification hereunder, shall be ineligible for inclusion
within the Basket. Except as is provided for below, in no event shall the
indemnification obligation of Seller under Section 9.1(a), (c), (d), and (e)
-------------- --- --- ---
above exceed the sum of Fifty Million Dollars ($50,000,000.00) except in the
case of fraud in which event there shall be no limitation upon the liability of
Seller hereunder. Any materiality qualification contained in Article IV or
----------
Article V shall not be taken into account in determining the aggregate amount of
---------
the Indemnified Party's Losses. For the avoidance of doubt, there is only one
Basket, and Purchaser and JLL are only entitled to recover $1 for every $1 of
Loss.

9.7 RIGHT OF OFFSET; ESCROW.
--------------------------

(a) Purchaser shall have a direct right of offset against any
payments owing to Seller to the extent Purchaser is entitled to
indemnification pursuant to this Article IX; provided, however, that the
-------- -------
right of offset shall not be deemed an election of remedies or an exclusive
remedy and Purchaser shall continue to have the right to seek any remedy at
law, in equity or otherwise as it deems necessary or appropriate.

(b) In the event Purchaser exercises its right of offset
hereunder, Purchaser promptly shall give written notice thereof to Seller
(setting forth in reasonable detail the nature and scope of such claim). If
Seller fails to deliver a written objection to Purchaser's claim within ten
(10) Business Days after the date of Purchaser's notice to Seller, such
claim shall be deemed fully resolved in favor of Purchaser and shall be
deemed final and binding on the parties without further recourse. Purchaser
shall have the right of offset to the extent of any payment owing to Seller
hereunder; provided, however, that Purchaser shall retain such claim and
-------- -------
may pursue other remedies at law or in equity or otherwise to the extent
the amount set off shall be inadequate to satisfy Purchaser's claim in
full.

(c) In the event Seller shall timely object to Purchaser's notice
pursuant to Section 9.7(b) above, then Purchaser shall deposit the payment
--------------
with respect to which the set off is asserted into a joint order escrow at
Chicago Title & Trust Company in Chicago, Illinois (the "CT&T") pending a
determination of such claim by a court of competent jurisdiction as
provided for in Section 12.2 below or the settlement of such claim by the
------------
parties. The fees, costs and expenses of CT&T respecting such escrow shall
be borne equally by Purchaser and Seller. Purchaser and Seller shall
promptly execute and deliver to each other CT&T's standard joint order
escrow agreement.

9.8 CONSEQUENTIAL DAMAGES, ETC.. In no event shall Seller be
-----------------------------
responsible or liable for any Losses or other amounts under this Article IX that
are consequential in the nature of lost profits, special or punitive or
otherwise not actual damages; provided, however, that the foregoing exclusion
-------- -------
shall not apply to Losses incurred in any Third Party Action that are
consequential, special or punitive or otherwise not actual damages. Each Party
shall (and shall cause its Affiliates to) use reasonable commercial efforts to
pursue all legal rights and remedies available in order to minimize the Damages
for which indemnification is provided to it under this Article IX including
making available to the Indemnifying Party copies of all relevant insurance
policies and warranties and the ability to enforce rights owned or held by the
Indemnified Party.

ARTICLE X
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TAX MATTERS
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The following provisions shall govern the allocation of responsibility as
between Purchaser and Seller for certain tax matters following the Closing Date:

10.1 TAX PERIOD ENDING ON OR BEFORE THE CLOSING DATE. Purchaser shall
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prepare or cause to be prepared and file or cause to be filed all Tax Returns
for the Company and its Subsidiaries for all periods ending on or prior to the
Closing Date which are filed after the Closing Date, other than income Tax
Returns with respect to periods for which a consolidated, unitary or combined
income Tax Return of Seller will include the operations of the Company and its
Subsidiaries. Seller shall reimburse Purchaser for Taxes of the Company and its
Subsidiaries with respect to such periods within fifteen (15) days after payment
by Purchaser or the Company and its Subsidiaries of such Taxes to the extent
Seller does not retain in the Company sufficient cash to pay such Taxes or to
the extent such Taxes are not reflected in the reserve for Tax Liability (rather
than any reserve for deferred Taxes established to reflect timing differences
between book and Tax income) shown on the face of the Latest Balance Sheet.

10.2 TAX PERIODS BEGINNING BEFORE AND ENDING AFTER THE CLOSING DATE.
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Purchaser shall prepare or cause to be prepared and file or cause to be filed
any Tax Returns of the Company and its Subsidiaries for Tax periods which begin
before the Closing Date and end after the Closing Date. Seller shall pay to
Purchaser within fifteen (15) days after the date on which Taxes are paid with
respect to such periods an amount equal to the portion of such Taxes which
relates to the portion of such Taxable period ending on the Closing Date to the
extent Seller does not retain in the Company sufficient cash to pay such Taxes
or to the extent such Taxes are not reflected in the reserve for Tax Liability
(rather than any reserve for deferred Taxes established to reflect timing
differences between book and Tax income) shown on the face of the Latest Balance
Sheet. For purposes of this Section, in the case of any Taxes that are imposed
on a periodic basis and are payable for a Taxable period that includes (but does
not end on) the Closing Date, the portion of such Tax which relates to the
portion of such Taxable period ending on the Closing Date shall (a) in the case
of any Taxes other than Taxes based upon or related to income or receipts, be
deemed to be the amount of such Tax for the entire Taxable period multiplied by
a fraction the numerator of which is the number of days in the Taxable period
ending in the Closing Date and the denominator of which is the number of days in
the entire Taxable period, and (b) in the case of any Tax based upon or related
to income or receipts be deemed equal to the amount which would be payable if
the relevant Taxable period ended on the Closing Date. Any credits relating to
a Taxable period that begins before and ends after the Closing Date shall be
taken into account as though the relevant Taxable period ended on the Closing
Date. All determinations necessary to give effect to the foregoing allocations
shall be made in a manner consistent with prior practice of the Company and its
Subsidiaries.

10.3 PREPARATION OF TAX RETURNS AT DIRECTION OF SELLER. Any Tax Return
-------------------------------------------------
to be prepared and filed by Purchaser for taxable periods beginning before the
Closing Date shall be prepared on a basis consistent with the last previous
similar Tax Return. Purchaser shall consult with Seller concerning each such
Tax Return and, subject to the immediately preceding sentence, report all items
with respect to the portion of the period ending on the Closing Date in
accordance with the instructions of Seller. Notwithstanding the foregoing
provisions of this Section 10.3, Purchaser shall not be required to prepare any
------------
Tax Returns or report any items to the extent such preparation or reporting
would result in a material risk of the imposition of penalties or additions to
Tax on Purchaser or any Affiliate thereof, as reasonably determined by Purchaser
in consultation with its Tax advisors. Purchaser shall cause the Company to
provide Seller with a copy of each such proposed Tax Return (and such additional
information regarding such Tax Return as may reasonably be requested by Seller)
at least 30 days prior to the filing of such Tax Return, except that (i) in the
case of a Tax Return relating to a monthly taxable period, the copy shall be
provided to the Indemnification Representatives at least 10 days prior to the
filing of such Tax Return and (ii) in the case of a Tax Return due within 90
days following the Closing Date, the copy shall be provided to Seller in such
shorter period of time prior to filing as Purchaser shall reasonably determine
to be practicable.

10.4 COOPERATION ON TAX MATTERS.
------------------------------

(a) Purchaser, the Company and its Subsidiaries and Seller shall
cooperate fully, as and to the extent reasonably requested by the other
Party, in connection with the filing of Tax Returns pursuant to this
Section and any audit, litigation or other proceeding with respect to
Taxes. Such cooperation shall include the retention and (upon the other
Party's request) the provision of records and information which are
reasonably relevant to any such audit, litigation or other proceeding and
making employees available on a mutually convenient basis to provide
additional information and explanation of any material provided hereunder.
The Company, its Subsidiaries and Seller agree (A) to retain copies of all
books and records with respect to Tax matters pertinent to the Company and
its Subsidiaries relating to any taxable period beginning before the
Closing Date until the expiration of the statute of limitations (and, to
the extent notified by Purchaser or Seller, any extensions thereof) of the
respective taxable periods, and to abide by all record retention agreements
entered into with any taxing authority, and (B) to give the other Party
reasonable written notice prior to transferring, destroying or discarding
any such books and records and, if the other Party so requests, the Company
and its Subsidiaries or Seller, as the case may be, shall allow the other
Party to take possession of such books and records.

(b) Purchaser and Seller further agree, upon request, to use their
best efforts to obtain any certificate or other document from any
governmental authority or any other Person as may be necessary to mitigate,
reduce or eliminate any Tax that could be imposed (including, but not
limited to, with respect to the transactions contemplated hereby).

10.5 CERTAIN TAXES. All transfer, documentary, sales, use, stamp,
--------------
registration and other such Taxes (including any penalties and interest)
incurred in connection with consummation of the transactions contemplated by
this Agreement, shall be paid when due by whichever of Purchaser or Seller ("the
"PAYING PARTY") is liable therefor under applicable law, and the Paying Party
will file all necessary Tax Returns and other documentation with respect to all
such Taxes and, if required by applicable law, the other of Purchaser or Seller
(the "OTHER PARTY") will, and will cause its Affiliates to, join in the
execution of any such Tax Returns and other documentation. The Other Party
shall reimburse the Paying Party in the amount of fifty percent (50%) of all
such Taxes paid by the Paying Party and fifty percent (50%) of all reasonable
expenses incurred by the Paying Party in connection with the preparation and
filing of all such Tax Returns and other documentation described above. The
Other Party shall pay such reimbursement to the Paying Party within fifteen (15)
days after the delivery by the Paying Party to the Other Party of evidence of
the payment by the Paying Party of such Taxes and expenses.

ARTICLE XI
----------

TERMINATION; EFFECT OF TERMINATION
----------------------------------

11.1 TERMINATION. This Agreement may be terminated:
-----------

(a) By Seller upon written notice to Purchaser if Seller is not in
material breach of its obligations under this Agreement and (i) there has
been a material breach of any representation, warranty, covenant or
agreement contained in this Agreement on the part of Purchaser and such
breach shall not have been cured in all material respects within thirty
(30) days of receipt by Purchaser of written notice of such breach which
sets forth a detailed description of such alleged breach or (ii) Purchaser
fails to consummate the transactions contemplated hereby on the Closing
Date if all conditions set forth in Section 8.1 hereof have been satisfied
-----------
or waived as of such date;

(b) By Purchaser upon written notice to Seller if Purchaser is not
in material breach of its obligations under this Agreement and (i) there
has been a material breach of any representation, warranty, covenant or
agreement contained in this Agreement on the part of Seller and such breach
shall not have been cured in all material respects within thirty (30) days
of receipt by Seller of written notice of such breach which sets forth a
detailed description of such alleged breach; or (ii) Seller fails to
consummate the transactions contemplated hereby on the Closing Date if all
conditions set forth in Section 8.2 hereof have been satisfied or waived as
-----------
of such date;

(c) By any Party if the Closing Date has not occurred on or before
January 15, 2006, for reasons other than the failure of the Party seeking
termination to comply in full with its obligations under this Agreement;

(d) By Purchaser, in the event a Company Material Adverse Effect
has occurred;

(e) By Seller, in the event a JLL Material Adverse Effect has
occurred; or

(f) By mutual consent of the Parties.

11.2 EFFECT OF TERMINATION. In the event of the termination of this
-----------------------
Agreement by Seller pursuant to Section 11.1(a) hereof or by Purchaser pursuant
----------------
to Section 11.1(b) hereof, the Parties shall be entitled to pursue all remedies
---------------
as may be available to them at law or in equity. In the event of the
termination of this Agreement pursuant to Section 11.1(c), Section 11.1(d),
--------------- ---------------
Section 11.1(e) or Section 11.1(e) hereof, neither Party shall have any
------------ ----------------
liability to the other Party as a result of such termination. In the event that
a condition precedent to a Party's obligation is not met, nothing contained
herein shall be deemed to require any Party to terminate this Agreement, rather
than to waive such condition precedent and proceed with the transactions
contemplated hereby.

ARTICLE XII
-----------

MISCELLANEOUS
-------------

12.1 WAIVERS AND AMENDMENTS. Any amendment or modification to this
------------------------
Agreement or the rights of either Party shall be made only by a written
agreement signed by both Parties.

12.2 GOVERNING LAW; JURISDICTION AND VENUE. This Agreement shall be
----------------------------------------
governed in all respects by the laws of the State of Delaware, without regard to
principles of choice of law. The Parties hereby submit to the non-exclusive
jurisdiction of the federal district courts sitting in Illinois and to venue in
the Federal District Court for the Northern District of Illinois.

12.3 ASSIGNMENT. Except as provided for in Section 12.5 below, no
---------- ------------
Party shall assign, transfer or convey this Agreement or any of its rights or
obligations hereunder without the prior written consent of the other Parties
hereto, which consent may not be unreasonably withheld or delayed.

12.4 NO THIRD-PARTY BENEFICIARIES. This Agreement is for the sole
------------------------------
benefit of the Parties and their permitted assigns, and nothing herein expressed
or implied shall give or be construed to give to any other Person any legal or
equitable rights hereunder.

12.5 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
------------------------
herein, the provisions of this Agreement shall inure to the benefit of, and be
binding upon, the successors and assigns of the Parties. Purchaser shall have
the right to assign this Agreement and the rights and obligations of Purchaser
hereunder to any Affiliate of Purchaser.

12.6 ENTIRE AGREEMENT. This Agreement (including the schedules and
-----------------
exhibits hereto which are an integral part hereof) and the other agreements and
documents to be delivered pursuant hereto constitute the entire understanding
and agreement between the Parties with regard to the subject matter hereof and
thereof and supersede all prior or contemporaneous understandings or agreements
between the Parties, whether written or oral, with respect to such subject
matter.

12.7 NOTICES. All notices or other communications required or permitted
-------
to be given under this Agreement shall be in writing and shall be hand
delivered, sent via United States registered or certified mail, postage prepaid,
sent by facsimile (with a copy sent by U.S. mail), or sent via a reputable
overnight courier service to a Party at the address for such Party set forth
below (or at such other address as such Party shall specify by notice given in
accordance with the requirements of this Section 12.7):
-------------

If to Seller: Xxxxxxxxx and Xxxx Partners LLC
000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxx
Fax: (000) 000-0000

With a copy to: Xxxxxx Xxxxxxxx, Esq.
Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Fax: (000) 000-0000

If to JLL or Purchaser, to: Xxxxx Lang LaSalle Incorporated and
Xxxxxxxxx & Xxxx Acquisition Corp.
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: General Counsel
Fax: (000) 000-0000

With a copy to: Xxxxxxx X. Xxxxxxxx, Esq.
DLA Xxxxx Xxxxxxx Xxxx Xxxx US LLP
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000

All notices duly given in accordance with the requirements of this Section
-------
12.7 shall be deemed given when delivered by hand, three Business Days after
----
deposit in the United States mail, on the date of receipt if sent by facsimile
or one Business Day after deposit in the case of overnight courier service.

12.8 SEVERABILITY. In the event that any provision of this Agreement
------------
shall be found by a court of competent jurisdiction to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired
thereby.

12.9 TITLES. The titles of the articles and sections of this Agreement
------
are for convenience of reference only and are not to be considered in construing
this Agreement.

12.10 DELAYS OR OMISSIONS; CUMULATIVE NATURE OF REMEDIES. No delay or
---------------------------------------------------
omission to exercise any right, power or remedy accruing to any Party shall
impair any such right, power or remedy of such Party, nor shall it be construed
to be a waiver of, or acquiescence in, any breach or default under this
Agreement or any similar breach or default thereafter occurring. No delay or
omission to exercise any right, power or remedy or waiver of any single breach
or default shall be deemed a waiver of any other right, power or remedy or
breach or default theretofore or thereafter occurring. All remedies of Seller,
JLL, and Purchaser, whether under this Agreement or available at law or in
equity, shall be cumulative and not alternative.

12.11 COUNTERPARTS. This Agreement may be executed in two or more
------------
counterparts, and by the Parties on separate counterparts, each of which shall
be an original, but all of which together shall constitute one instrument.

12.12 WAIVER OF TRIAL BY JURY. Each of the Parties hereby knowingly,
--------------------------
voluntarily and intentionally waives the right it may have to a trial by jury in
respect of any litigation based upon, or arising out of, under or in connection
with this Agreement.

12.13 FURTHER ASSURANCES. Upon the request of any Party, each other
-------------------
Party shall, on and after the Closing Date, execute and deliver to the
requesting Party such other documents, further releases, assignments and other
instruments as may be required or deemed reasonably necessary to effect or
evidence the transfer and assignment to Purchaser of the Membership Interests
and to otherwise carry out the purposes of this Agreement.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed and delivered by their duly authorized representatives as of the date
first written above.

XXXXX LANG LASALLE INCORPORATED

By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: COO/CFO

XXXXXXXXX & XXXX ACQUISITION CORP.

By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: COO/CFO

XXXXXXXXX AND XXXX PARTNERS LLC

By: Xxxxxxxxx and Xxxx Holdings, LLC,
Sole Manager

By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx

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EXHIBIT 10.2 MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND BETWEEN JONES LANG LASALLE INCORPORATED, SPAULDING & SLYE ACQUISITION CORP.

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