EXHIBIT 7.1
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EXERCISE AGREEMENT
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To: Xxxxx Transportation Systems, Inc. Dated: December 12, 2000
The undersigned, pursuant to the provisions set forth in the attached
Warrant issued as of July 7, 2000, hereby agrees to subscribe for the purchase
of 950,000 shares of the Warrant Stock covered by such Warrant and makes payment
herewith in full therefor at the price per share provided by such Warrant.
XXXXXXXXX ENVIRONMENTAL & INDUSTRIAL
EQUITY PARTNERS, L.P., a Delaware
limited partnership
By Xxxxxxxxx Capital Environmental, L.L.C.,
a Delaware limited liability company,
Its General Partner
By Xxxxxxxxx Capital, Inc.,
Its Managing Agent
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Principal
