1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT dated as of the 20th day of July, 1998

1
EXHIBIT 2.1

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STOCK PURCHASE AGREEMENT

dated as of the 20th day of July, 1998

by and among

CHEMICAL LOGISTICS CORPORATION

and all of

the STOCKHOLDERS of

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2
TABLE OF CONTENTS

Page

RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1. SALE AND PURCHASE OF STOCK . . . . . . . . . . . . . . . . . . . . . 5
1.1 Sale and Purchase. . . . . . . . . . . . . . . . . . . . . . . 5
1.2 Acquisition Consideration. . . . . . . . . . . . . . . . . . . 6

2. BOARD OF DIRECTORS AND OFFICERS OF THE COMPANY . . . . . . . . . . . 6
2.1 Board of Directors. . . . . . . . . . . . . . . . . . . . . . 6
2.2 Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . 6

3. DELIVERY OF CONSIDERATION . . . . . . . . . . . . . . . . . . . . . . 6
3.1 Stockholders' Consideration. . . . . . . . . . . . . . . . . . 6
3.2 Stockholders' Deliveries. . . . . . . . . . . . . . . . . . . 6

4. CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

5. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS . . . . . . . . . 7
5.1 Due Organization. . . . . . . . . . . . . . . . . . . . . . . 7
5.2 Authorization. . . . . . . . . . . . . . . . . . . . . . . . . 8
5.3 Capital Stock of the Company. . . . . . . . . . . . . . . . . 8
5.4 Transactions in Capital Stock; Organization Accounting. . . . 8
5.5 No Bonus Shares. . . . . . . . . . . . . . . . . . . . . . . . 8
5.6 Subsidiaries; Ownership in Other Entities. . . . . . . . . . . 9
5.7 Predecessor Status; etc. . . . . . . . . . . . . . . . . . . . 9
5.8 Spin-off by the Company. . . . . . . . . . . . . . . . . . . . 9
5.9 Financial Statements. . . . . . . . . . . . . . . . . . . . . 9
5.10 Liabilities and Obligations. . . . . . . . . . . . . . . . . . 9
5.11 Accounts and Notes Receivable. . . . . . . . . . . . . . . . . 10
5.12 Permits and Intangibles. . . . . . . . . . . . . . . . . . . . 10
5.13 Environmental Matters. . . . . . . . . . . . . . . . . . . . . 11
5.14 Personal Property. . . . . . . . . . . . . . . . . . . . . . . 13
5.15 Significant Customers and Suppliers; Material Contracts and
Commitments . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.16 Real Property. . . . . . . . . . . . . . . . . . . . . . . . . 14
5.17 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
5.18 Compensation; Employment Agreements; Labor Matters. . . . . . 15
5.19 Employee Plans. . . . . . . . . . . . . . . . . . . . . . . . 16
5.20 Compliance with ERISA. . . . . . . . . . . . . . . . . . . . . 00

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0.00 Xxxxxxxxxx with Law; Litigation. . . . . . . . . . . . . . . . 18
5.22 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.23 No Violations; No Consent Required, Etc. . . . . . . . . . . . 19
5.24 Government Contracts. . . . . . . . . . . . . . . . . . . . . 20
5.25 Absence of Changes. . . . . . . . . . . . . . . . . . . . . . 20
5.26 Deposit Accounts; Powers of Attorney. . . . . . . . . . . . . 21
5.27 Validity of Obligations. . . . . . . . . . . . . . . . . . . . 22
5.28 Relations with Governments. . . . . . . . . . . . . . . . . . 22
5.29 Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.30 Prohibited Activities. . . . . . . . . . . . . . . . . . . . . 23
5.31 No Warranties or Insurance. . . . . . . . . . . . . . . . . . 23
5.32 Interest in Customers and Suppliers and Related Party
Transactions. . . . . . . . . . . . . . . . . . . . . . . . . 23
5.33 Registration Statement. . . . . . . . . . . . . . . . . . . . 23
5.34 Authority; Ownership. . . . . . . . . . . . . . . . . . . . . 24
5.35 Preemptive Rights. . . . . . . . . . . . . . . . . . . . . . . 24

6. REPRESENTATIONS OF CLC . . . . . . . . . . . . . . . . . . . . . . . 24
6.1 Due Organization. . . . . . . . . . . . . . . . . . . . . . . 24
6.2 Authorization. . . . . . . . . . . . . . . . . . . . . . . . . 24
6.3 Capital Stock of CLC. . . . . . . . . . . . . . . . . . . . . 24
6.4 Transactions in Capital Stock; Organization Accounting. . . . 25
6.5 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . 25
6.6 Financial Statements. . . . . . . . . . . . . . . . . . . . . 25
6.7 Liabilities and Obligations. . . . . . . . . . . . . . . . . . 25
6.8 Conformity with Law; Litigation. . . . . . . . . . . . . . . . 25
6.9 No Violations. . . . . . . . . . . . . . . . . . . . . . . . . 26
6.10 Validity of Obligations. . . . . . . . . . . . . . . . . . . . 27
6.11 CLC Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.12 Business; Real Property; Material Agreements. . . . . . . . . 27
6.13 Relations with Governments. . . . . . . . . . . . . . . . . . 27
6.14 Investment Representations. . . . . . . . . . . . . . . . . . 28
6.15 Other Agreements. . . . . . . . . . . . . . . . . . . . . . . 28
6.16 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
6.17 Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . 28

7. COVENANTS PRIOR TO CLOSING . . . . . . . . . . . . . . . . . . . . . 29
7.1 Access and Cooperation; Due Diligence. . . . . . . . . . . . . 29
7.2 Conduct of Business Pending Closing. . . . . . . . . . . . . . 29
7.3 Prohibited Activities. . . . . . . . . . . . . . . . . . . . . 30
7.4 No Shop. . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
7.5 Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.6 Notification of Certain Matters. . . . . . . . . . . . . . . . 32
7.7 Amendment of Schedules. . . . . . . . . . . . . . . . . . . . 32

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7.8 Cooperation in Preparation of Registration Statement. . . . . 33
7.9 Final Financial Statements. . . . . . . . . . . . . . . . . . 34
7.10 Further Assurances. . . . . . . . . . . . . . . . . . . . . . 34
7.11 Compliance with the Xxxx-Xxxxx Act. . . . . . . . . . . . . . 34
7.12 Transfers of Permits and Intangibles. . . . . . . . . . . . . 34
7.13 Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . 35

8. CONDITIONS PRECEDENT TO OBLIGATIONS OF STOCKHOLDERS AND COMPANY . . . 35
8.1 Representations and Warranties; Performance of Obligations. . 35
8.2 No Litigation. . . . . . . . . . . . . . . . . . . . . . . . . 35
8.3 Opinion of Counsel. . . . . . . . . . . . . . . . . . . . . . 35
8.4 Registration Statement. . . . . . . . . . . . . . . . . . . . 36
8.5 Consents and Approvals. . . . . . . . . . . . . . . . . . . . 36
8.6 Good Standing Certificates. . . . . . . . . . . . . . . . . . 36
8.7 No Material Adverse Change. . . . . . . . . . . . . . . . . . 36
8.8 Closing of IPO. . . . . . . . . . . . . . . . . . . . . . . . 36
8.9 Secretary's Certificate. . . . . . . . . . . . . . . . . . . . 36
8.10 Employment Agreements. . . . . . . . . . . . . . . . . . . . . 36
8.11 Bellmeade Transfer Restrictions. . . . . . . . . . . . . . . . 36

9. CONDITIONS PRECEDENT TO OBLIGATIONS OF CLC . . . . . . . . . . . . . 37
9.1 Representations and Warranties; Performance of Obligations. . 37
9.2 No Litigation. . . . . . . . . . . . . . . . . . . . . . . . . 37
9.3 Secretary's Certificate. . . . . . . . . . . . . . . . . . . . 37
9.4 No Material Adverse Effect. . . . . . . . . . . . . . . . . . 37
9.5 Stockholders' Release. . . . . . . . . . . . . . . . . . . . . 38
9.6 Termination of Related Party Agreements. . . . . . . . . . . . 38
9.7 Opinion of Counsel. . . . . . . . . . . . . . . . . . . . . . 38
9.8 Consents and Approvals. . . . . . . . . . . . . . . . . . . . 38
9.9 Good Standing Certificates. . . . . . . . . . . . . . . . . . 38
9.10 Registration Statement. . . . . . . . . . . . . . . . . . . . 38
9.11 Employment Agreements. . . . . . . . . . . . . . . . . . . . . 38
9.12 Closing of IPO. . . . . . . . . . . . . . . . . . . . . . . . 39
9.13 FIRPTA Certificate. . . . . . . . . . . . . . . . . . . . . . 39
9.14 Resignations of Directors; Appointment of Officer. . . . . . . 39
9.15 Amendments to Charter Documents. . . . . . . . . . . . . . . . 39
9.16 Registration Statement Certificate. . . . . . . . . . . . . . 39

10. COVENANTS OF CLC AND THE STOCKHOLDERS AFTER CLOSING . . . . . . . . . 39
10.1 Release From Guarantees; Repayment of Certain Obligations. . . 39
10.2 Preservation of Tax and Accounting Treatment. . . . . . . . . 39
10.3 Preparation and Filing of Tax Returns. . . . . . . . . . . . . 40

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10.4 Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . 40
10.5 Preservation of Employee Benefit Plans. . . . . . . . . . . . 41

11. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
11.1 General Indemnification by the Stockholders. . . . . . . . . . 41
11.2 Environmental Indemnification by the Stockholders. . . . . . . 42
11.3 Indemnification by CLC. . . . . . . . . . . . . . . . . . . . 45
11.4 Third Person Claims. . . . . . . . . . . . . . . . . . . . . . 46
11.5 Exclusive Remedy. . . . . . . . . . . . . . . . . . . . . . . 47
11.6 Limitations on Indemnification. . . . . . . . . . . . . . . . 47

12. TERMINATION OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . . 48
12.1 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . 48
12.2 Liabilities in Event of Termination. . . . . . . . . . . . . . 49

13. NONCOMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
13.1 Prohibited Activities. . . . . . . . . . . . . . . . . . . . . 49
13.2 Damages. . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
13.3 Reasonable Restraint. . . . . . . . . . . . . . . . . . . . . 50
13.4 Severability; Reformation. . . . . . . . . . . . . . . . . . . 50
13.5 Independent Covenant. . . . . . . . . . . . . . . . . . . . . 50
13.6 Materiality. . . . . . . . . . . . . . . . . . . . . . . . . . 51

14. NONDISCLOSURE OF CONFIDENTIAL INFORMATION . . . . . . . . . . . . . . 51
14.1 Stockholders. . . . . . . . . . . . . . . . . . . . . . . . . 51
14.2 CLC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
14.3 Damages. . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
14.4 Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . 52

15. TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . 52
15.1 Transfer Restrictions. . . . . . . . . . . . . . . . . . . . . 52

16. FEDERAL SECURITIES ACT REPRESENTATIONS . . . . . . . . . . . . . . . 53
16.1 Compliance with Law. . . . . . . . . . . . . . . . . . . . . . 53
16.2 Economic Risk; Sophistication. . . . . . . . . . . . . . . . . 53

17. REGISTRATION RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . 54
17.1 Piggyback Registration Rights. . . . . . . . . . . . . . . . . 54
17.2 Registration Procedures. . . . . . . . . . . . . . . . . . . . 54
17.3 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . 55
17.4 Underwriting Agreement. . . . . . . . . . . . . . . . . . . . 56
17.5 Rule 144 Reporting. . . . . . . . . . . . . . . . . . . . . . 57
17.6 Availability of Rule 144. . . . . . . . . . . . . . . . . . . 57

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18. GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
18.1 Cooperation. . . . . . . . . . . . . . . . . . . . . . . . . . 57
18.2 Successors and Assigns. . . . . . . . . . . . . . . . . . . . 57
18.3 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . 58
18.4 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . 58
18.5 Brokers and Agents. . . . . . . . . . . . . . . . . . . . . . 58
18.6 Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 58
18.7 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
18.8 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 60
18.9 Survival of Representations and Warranties. . . . . . . . . . 60
18.10 Exercise of Rights and Remedies. . . . . . . . . . . . . . . . 60
18.11 Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
18.12 Reformation and Severability. . . . . . . . . . . . . . . . . 60
18.13 Remedies Cumulative. . . . . . . . . . . . . . . . . . . . . . 60
18.14 Captions. . . . . . . . . . . . . . . . . . . . . . . . . . . 61
18.15 Amendments and Waivers. . . . . . . . . . . . . . . . . . . . 61
18.16 Dispute Resolution. . . . . . . . . . . . . . . . . . . . . . 61
18.17 References, Gender, Number. . . . . . . . . . . . . . . . . . 61
18.18 Schedules and Annexes. . . . . . . . . . . . . . . . . . . . . 62

ANNEXES

Annex I - Consideration to Be Paid to Stockholders

Annex II - Certificate of Incorporation and By-Laws of CLC

Annex III - Form of Opinion of Counsel to CLC

Annex IV - Form of Opinion of Counsel to Company and
Stockholders

Annex V - Form of Founder Employment Agreement

SCHEDULES

2.1 Board of Directors of the Company
2.2 Officers of the Company
5.1 Due Organization
5.2 Authorization
5.3 Capital Stock of the Company
5.4 Transactions in Capital Stock; Organization Accounting
5.5 No Bonus Shares
5.6 Subsidiaries; Ownership in Other Entities

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5.7 Predecessor Status; etc
5.8 Spin-off by the Company
5.9 Financial Statements
5.10 Liabilities and Obligations
5.11 Accounts and Notes Receivable
5.12 Permits and Intangibles
5.13 Environmental Matters
5.14 Personal Property
5.15(a) Significant Customers and Suppliers
5.15(b) Material Contracts and Commitments
5.16 Real Property
5.17 Insurance
5.18 Compensation; Employment Agreements; Labor Matters
5.19 Employee Plans
5.20 Compliance with ERISA
5.21 Conformity with Law; Litigation
5.22 Taxes
5.23 No Violations, No Consents Required, Etc.
5.24 Government Contracts
5.25 Absence of Changes
5.26 Deposit Accounts; Powers of Attorney
5.30 Prohibited Activities
5.31 No Warranties or Insurance
5.32 Interest in Customers and Suppliers and Related Party Transactions
6.2 Authorized Capital Stock of CLC
7.2 Conduct of Business Pending Closing
7.3 Prohibited Activities
7.5 Agreements
9.6 Termination of Related Party Agreements
9.11 Employment Agreements
10.1 Release From Guarantees; Repayment of Certain Obligations
11.2 Scheduled Environmental Liabilities
16.2 Non-accredited Investors
18.5 Brokers and Agents

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STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 20th
day of July, 1998, by and among Chemical Logistics Corporation, a Delaware
corporation ("CLC"), , an
corporation (the "Company") and the stockholders listed on the signature pages
of this Agreement (the "Stockholders"), who are all the stockholders of the
Company.

RECITALS

WHEREAS, as of the date hereof, the Stockholders own, and as of the
Consummation Date the Stockholders will own, all of the issued and outstanding
capital stock of the Company (the "Company Stock");

WHEREAS, CLC is entering into other separate agreements substantially
similar to this Agreement (the "Other Agreements") with each of the Other
Founding Companies (as defined herein) and their respective stockholders in
order to acquire additional chemical distribution companies;

WHEREAS, this Agreement and the Other Agreements constitute the "CLC
Plan of Organization;"

WHEREAS, the Stockholders and the boards of directors and the
stockholders of CLC and each of the Other Founding Companies that are parties
to the Other Agreements have approved and adopted the CLC Plan of Organization
as an integrated plan pursuant to which the Stockholders and the stockholders
of each of the other Founding Companies (as defined herein) will transfer the
capital stock of each of the Founding Companies to CLC and the stockholders of
each of the other Founding Companies will acquire shares of CLC Stock (as
defined herein);

WHEREAS, it is the intent of the parties that the transfer to CLC of
stock of the Company by the Stockholders in consideration for stock of CLC
qualify as a tax-free transfer of property under Section 351 of the Code (as
hereinafter defined);

WHEREAS, the Board of Directors of the Company has approved this
Agreement as part of the CLC Plan of Organization in order to transfer the
capital stock of the Company to CLC;

WHEREAS, unless the context otherwise requires, capitalized terms used
in this Agreement or in any schedule attached hereto and not otherwise defined
shall have the following meanings for all purposes of this Agreement:

"1933 Act" means the Securities Act of 1933, as amended.
9
"1934 Act" means the Securities Exchange Act of 1934, as amended.

"Acquisition Consideration" means the cash and CLC Stock paid to the
Stockholders as consideration for the shares of Company Stock.

"Affiliate" means with respect to any person or entity, any other person
or entity that directly or indirectly, controls, is controlled by, or is under
common control with such person or entity.

"Balance Sheet Date" means February 28, 1998.

"Charter" means the certificate of incorporation or articles of
incorporation of the corporation, as the case may be.

"Charter Documents" has the meaning set forth in Section 5.1.

"CLC" has the meaning set forth in the first paragraph of this
Agreement.

"CLC Charter Documents" has the meaning set forth in Section 6.1.

"CLC Documents" has the meaning set forth in Section 6.9.

"CLC Financial Statements" has the meaning set forth in Section 6.6.

"CLC Plan of Organization" has the meaning set forth in the fourth
recital of this Agreement.

"CLC Stock" means the common stock, par value $.01 per share, of CLC.

"Closing" has the meaning set forth in Section 4.

"Closing Date" has the meaning set forth in Section 4.

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

"Company" has the meaning set forth in the first paragraph of this
Agreement.

"Company Stock" has the meaning set forth in the first recital of this
Agreement.

"Consummation Date" has the meaning set forth in Section 4.

"Delaware GCL" means the General Corporation Law of the State of
Delaware.

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"Draft Registration Statement" means the draft dated July 20, 1998 of
the Registration Statement, and any corrections thereto and supplemental
information delivered by CLC to the Company for delivery to the Stockholders
prior to the time this Agreement is delivered to CLC.

"Effective Time" means the effective time of the consummation of the
purchase and sale of the Company Stock, which shall occur on the Consummation
Date.

"Environmental Law" has the meaning set forth in Section 5.13(c).

"Environmental Liabilities"has the meaning set forth in Section 11.2(h).

"Expiration Date" has the meaning set forth in Section 5(A).

"Founding Companies" means:

A.C.C., Inc. (t/a American Chemicals Co., Inc.), a New Jersey
corporation; Xxxxx Chemical Company, Inc., a New Jersey
corporation, and its Affiliate
Xxxxx Realty Incorporated, a New Jersey corporation;
Chemical Solvents, Inc., an Ohio corporation, and its Affiliate
Xxxxxxx Real Estate Holding Company; Cron Chemical Corporation,
a Texas corporation, and its Affiliates
Magnolia Chemical and Solvents, Inc., a Louisiana
corporation, and Rayver, Inc., a Louisiana corporation;
Houston Solvents & Chemicals Co., Inc., a Texas corporation
(d/b/a Southwest Solvents & Chemicals) and its Affiliates
SS & C Properties, Inc. and Dallas Solvents and Chemicals
Company, Inc.;
Industrial Chemicals, Inc., an Alabama corporation;
X.X. Xxxxxx & Company, a Missouri corporation;
Xxxx, Inc., an Oregon corporation, and its Affiliates
Xxxx Trucking Inc., an Oregon corporation, and
Xxxx, Inc. of Arizona, an Arizona corporation;
Xxxxxx Chemical Co., Inc., a Maryland corporation, and its
Affiliate
D.J.J. Equity Corporation, a Maryland corporation.

"GAAP" means generally accepted accounting principles as consistently
applied in the United States.

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

"Hazardous Substance" has the meaning set forth in Section 5.13(d).

"IPO" means the initial public offering of CLC Stock pursuant to the
Registration Statement.

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"known," "knowledge" or "best knowledge," when used in reference to a
statement regarding the existence or absence of facts in this Agreement, is
intended by the parties to mean that the only information to be attributed to
such person is information actually known to (a) the person in the case of an
individual or (b) in the case of a corporation or other entity, an officer,
director or member. With respect to the "knowledge" of the Stockholders who
are officers, directors, employees, consultants or agents of the Company, such
term is also intended to mean that such Stockholder has made inquiry of the
officers and directors of the Company and its Subsidiaries, if any, and with
respect to the representations made in Section 5.13, the Company's management
and environmental personnel.

"Material Adverse Change" means a material adverse change in the
business, operations, properties, assets or condition (financial or otherwise),
of the subject entity and its subsidiaries taken as a whole.

"Material Adverse Effect" means a material adverse effect on the
business, operations, properties, assets or condition (financial or otherwise),
of the subject entity and its Subsidiaries taken as a whole.

"Material Documents" has the meaning set forth in Section 5.23(a).

"Minimum Value" has the meaning set forth in Annex I.

"Operating Capital" means the Company's current assets minus (i) the
Company's current liabilities and (ii) the Company's long-term debt except for
notes payable related to real estate that will be held by the Company.

"Other Agreements" has the meaning set forth in the second recital of
this Agreement.

"Other Founding Companies" means all of the Founding Companies other
than the Company.

"Person" means an individual, partnership, joint venture, corporation,
limited liability company, bank, trust, unincorporated organization or other
entity.

"Plans" has the meaning set forth in Section 5.19.

"Pricing" means the date of determination by CLC and the Underwriters of
the public offering price of the shares of CLC Stock in the IPO.

"Qualified Plans" has the meaning set forth in Section 5.20.

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"Registration Statement" means that certain registration statement on
Form S-1 to be filed with the SEC covering the shares of CLC Stock to be issued
in the IPO, including the prospectus and all amendments and supplements
thereto.

"Returns" means any returns, reports or statements (including any
information returns) required to be filed for purposes of a particular Tax.

"Schedule" means each Schedule attached hereto (as amended or
supplemented pursuant to Section 7.7), which shall reference the relevant
sections of this Agreement, on which parties hereto disclose information as
part of their respective representations, warranties and covenants.

"SEC" means the United States Securities and Exchange Commission.

"State of Incorporation" means, as it relates to a referenced
corporation, the state of incorporation for such corporation.

"Stockholders" has the meaning set forth in the first paragraph of this
Agreement.

"Subsidiaries" means with respect to a person or entity, any corporation
or other entity in which such person or entity owns a 5% or greater ownership
interest.

"Tax" or "Taxes" means all federal, state, local or foreign net or gross
income, gross receipts, net proceeds, sales, use, ad valorem, value added,
franchise, withholding, employment, excise, property, deed, stamp, alternative
or add-on minimum, or other taxes, assessments, duties, fees, levies or other
governmental charges, whether disputed or not, together with any interest,
penalties, additions to tax or additional amounts with respect thereto.

"Underwriters" means the prospective underwriters identified in the
Draft Registration Statement and any additional or substitute underwriter
appointed by CLC as identified in writing to the Stockholders.

NOW, THEREFORE, in consideration of the premises and of the mutual
agreements, representations, warranties, provisions and covenants herein
contained, the parties hereto hereby agree as follows:

1. SALE AND PURCHASE OF STOCK

1.1 SALE AND PURCHASE. Upon the terms and subject to the conditions
contained in this Agreement and in reliance upon the representations,
warranties, covenants and agreements contained in this Agreement, on the
Consummation Date, the Stockholders shall sell to CLC, and CLC shall purchase
from the Stockholders, all of the issued and outstanding shares of capital
stock of the Company as set forth in Annex I hereto.

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13
1.2 ACQUISITION CONSIDERATION. The Acquisition Consideration for the
Company Stock shall be as set forth on Annex I to this Agreement.

2. BOARD OF DIRECTORS AND OFFICERS OF THE COMPANY

2.1 BOARD OF DIRECTORS. As of the Consummation Date, the Board of
Directors of the Company shall consist of the persons identified on Schedule
2.1 hereto, each of such directors to hold office subject to the provisions of
the laws of the State of Incorporation and of the charter and bylaws of the
Company, until their respective successors are duly elected and qualified.

2.2 OFFICERS. As of the Consummation Date, the officers of the
Company shall consist of the persons listed on Schedule 2.2 except that
effective as of the Consummation Date, the Chief Financial Officer of CLC shall
become an additional Vice President and the Secretary of the Company, each of
such officers to hold office, subject to the provisions of the laws of the
State of Incorporation and of the charter and bylaws of the Company, until
their respective successors are duly elected and qualified.

3. DELIVERY OF CONSIDERATION

3.1 STOCKHOLDERS' CONSIDERATION. On the Consummation Date, the
Stockholders, who are now and on the Consummation Date will be, the holders of
all of the outstanding capital stock of the Company, shall, upon surrender of
certificates evidencing that capital stock, receive from CLC the respective
number of shares of CLC Stock and the amount of cash described on Annex I
hereto, which shall be payable by certified check or wire transfer.

3.2 STOCKHOLDERS' DELIVERIES. The Stockholders shall deliver at the
Closing the certificates representing Company Stock, duly endorsed in blank by
the Stockholders, or accompanied by blank stock powers, and with all necessary
transfer tax and other revenue stamps, acquired at the Stockholders' expense,
affixed and canceled. The Stockholders agree promptly to cure any deficiencies
with respect to the endorsement of the stock certificates or other documents of
conveyance with respect to such Company Stock or with respect to the stock
powers accompanying any Company Stock.

4. CLOSING

Prior to the Pricing and subject to the satisfaction or waiver of the
conditions in Sections 8 and 9, the parties shall take all actions necessary to
effect the delivery of shares referred to in Section 3 hereof; provided, that
such actions shall not include the actual completion of the purchase and sale
of the Company Stock or the delivery of the CLC Stock and cash referred to in
Section 3 hereof, each of which actions shall only be taken upon the
Consummation Date as herein provided. The delivery of the Company Stock, which
shall occur prior to the Pricing (the "Closing"), shall take place on the
closing date (the "Closing Date") at the offices of Xxxxxxx & Xxxxx L.L.P., 000
Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. All Company Stock shall be delivered
prior to the Closing to

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14
Xxxxxxx & Xxxxx L.L.P., to be held in trust until the Consummation Date, and
shall be returned immediately upon any termination of this Agreement prior to
the Consummation Date. On the Consummation Date (x) all transactions
contemplated by this Agreement, including the delivery of shares and cash which
the Stockholders shall be entitled to receive pursuant to Annex I hereof, shall
be completed, and (y) the closing with respect to the IPO shall occur and be
completed. The date on which the actions described in the preceding clauses
(x) and (y) occurs shall be referred to as the "Consummation Date." During the
period from the Closing Date to the Consummation Date, this Agreement may only
be terminated by the Company if the underwriting agreement in respect of the
IPO is terminated pursuant to the terms of such underwriting agreement. This
Agreement shall in any event terminate if the Consummation Date does not occur
within 30 days of the Pricing. Time is of the essence.

5. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

(A) Representations and Warranties of the Stockholders.

Except as set forth in the disclosure schedules attached hereto and
except as otherwise qualified below, each of the Stockholders, jointly and
severally, represent and warrant that all of the following representations and
warranties in this Section 5(A) are true at the date of this Agreement, and
that such representations and warranties shall survive the Consummation Date
for a period of twenty-four months (the last day of such period being the
"Expiration Date"), except that the warranties and representations set forth in
Sections 5.3 and 5.22 hereof shall survive until such time as the applicable
limitations period has run, which shall be deemed to be the Expiration Date for
Sections 5.3 and 5.22. For purposes of this Section 5, the term "Company"
shall mean and refer to the Company and all of its Subsidiaries, if any.

5.1 DUE ORGANIZATION. The Company is a corporation duly incorporated
and organized, validly existing and in good standing under the laws of the
State of Incorporation, and has the requisite power and authority to carry on
its business as it is now being conducted. The Company is duly qualified or
authorized to do business and is in good standing in each jurisdiction in which
the nature of its business or the ownership or leasing of its properties makes
such qualification or authorization necessary except where the failure to be so
qualified or authorized to do business would not have a Material Adverse Effect
on the Company. Schedule 5.1 sets forth a list of all states in which the
Company is authorized or qualified to do business. True, complete and correct
copies of (i) the Charter and By-laws, each as amended, of the Company (the
"Charter Documents"), and (ii) the stock records of the Company, are all
attached to Schedule 5.1. The Company has delivered to CLC complete and
correct copies of all minutes of meetings, written consents and other evidence,
if any, of deliberations of or actions taken by the Company's Board of
Directors, any committees of the Board of Directors and stockholders during the
last three years.

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5.2 AUTHORIZATION. (i) The officers or other representatives of the
Company executing this Agreement have the authority to enter into and bind the
Company to the terms of this Agreement and (ii) the Company has the full legal
right, power and authority to enter into this Agreement and consummate the
transactions contemplated herein. Copies of the most recent resolutions
adopted by the Board of Directors of the Company and the most recent
resolutions adopted by the Stockholders, which approve this Agreement and the
transactions contemplated herein in all respects, certified by the Secretary or
an Assistant Secretary of the Company as being in full force and effect on the
date hereof, are attached hereto as Schedule 5.2.

5.3 CAPITAL STOCK OF THE COMPANY. The authorized capital stock of
the Company is as set forth on Schedule 5.3. All of the issued and outstanding
shares of the capital stock of the Company are owned by the Stockholders in the
amounts set forth in Schedule 5.3, other than any treasury shares listed on
Schedule 5.3. Each Stockholder, severally, represents and warrants that except
as set forth on Schedule 5.3, the shares of capital stock of the Company owned
by such Stockholder are owned free and clear of all liens, security interests,
pledges, charges, voting trusts, restrictions, encumbrances and claims of every
kind. All of the issued and outstanding shares of the capital stock of the
Company have been duly authorized and validly issued, are fully paid and
nonassessable, are owned of record and beneficially by the Stockholders and
further, such shares were offered, issued, sold and delivered by the Company in
compliance with all applicable state and Federal laws concerning the issuance
of securities. Further, none of such shares were issued in violation of any
preemptive rights of any past or present stockholder.

5.4 TRANSACTIONS IN CAPITAL STOCK; ORGANIZATION ACCOUNTING. Except
as set forth on Schedule 5.4, the Company has not acquired or redeemed any
Company Stock since January 1, 1995. Except as set forth on Schedule 5.4, (i)
no option, warrant, call, conversion right or commitment of any kind exists
which obligates the Company to issue any of its authorized but unissued capital
stock; (ii) the Company has no obligation (contingent or otherwise) to
purchase, redeem or otherwise acquire any of its equity securities or any
interests therein or to pay any dividend or make any distribution in respect
thereof; and (iii) neither the voting stock structure of the Company nor the
relative ownership of shares among any of its respective Stockholders has been
altered or changed in contemplation of the transactions contemplated herein
and/or the CLC Plan of Organization. Except as attached to Schedule 5.4, there
are no voting trusts, proxies or other agreements or understandings to which
the Company or any of the Stockholders is a party or is bound with respect to
the voting of any shares of capital stock of the Company. Schedule 5.4 also
includes complete and accurate copies of all stock option or stock purchase
plans, including a list of all outstanding options, warrants or other rights to
acquire shares of the Company's stock and the material terms of such
outstanding options, warrants or other rights.

5.5 NO BONUS SHARES. Except as set forth on Schedule 5.5, none of
the shares of Company Stock was issued pursuant to awards, grants or bonuses in
contemplation of the CLC Plan of Organization.

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16
5.6 SUBSIDIARIES; OWNERSHIP IN OTHER ENTITIES. Except as set forth
on Schedule 5.6, the Company has no Subsidiaries. Except as set forth in
Schedule 5.6, the Company does not presently own, of record or beneficially, or
control, directly or indirectly, any capital stock, securities convertible into
capital stock or any other equity interest in any corporation, association or
business entity nor is the Company, directly or indirectly, a participant in
any joint venture, partnership or other non-corporate entity.

5.7 PREDECESSOR STATUS; ETC. Set forth on Schedule 5.7 is a listing
of all predecessor companies of the Company, including the names of any
entities acquired by the Company (by stock purchase, merger or otherwise) or
owned by the Company or from whom the Company previously acquired assets which
are material to the Company, in any case, from the earliest date upon which any
Stockholder acquired his or her stock in any Company. Except as disclosed on
Schedule 5.7, the Company has not been, within such period of time, a
subsidiary or division of another corporation or a part of an acquisition which
was later rescinded, nor, within such period of time, has the Company had any
substantial operations that have been discontinued or any operating plants or
facilities that have been discontinued, sold or spun off.

5.8 SPIN-OFF BY THE COMPANY. Except as set forth on Schedule 5.8,
there has not been any sale, spin-off or split-up of material assets of the
Company since January 1, 1995.

5.9 FINANCIAL STATEMENTS. Copies of the following financial
statements are attached hereto as Schedule 5.9:

(i) the balance sheets of the Company as of ,
1997 and 1998 and the related statements of operations, stockholder's
equity and cash flows for the three-year period ended ,
1998, together with the related notes and schedules (such balance
sheets, the related statements of operations, stockholder's equity and
cash flows and the related notes and schedules are referred to herein as
the "Year-end Financial Statements").

The Year-end Financial Statements are referred to herein as the
"Financial Statements". The Financial Statements have been prepared in
accordance with GAAP applied on a consistent basis and fairly present in all
material respects the financial position of the Company as of the dates thereof
and the results of its operations and changes in financial position for the
periods then ended. The Company's books of account have been kept accurately
in all material respects, the transactions entered therein represent bona fide
transactions, and the revenues, expenses, assets and liabilities of the Company
have been properly recorded in such books in all material respects.

5.10 LIABILITIES AND OBLIGATIONS. Schedule 5.10 sets forth an
accurate list as of the Balance Sheet Date of (i) all material liabilities of
the Company which are not reflected on the balance sheet of the Company at the
Balance Sheet Date which by their nature would be required in accordance with
GAAP to be reflected in the balance sheet, and (ii) all loan agreements,
indemnity or guaranty agreements, bonds, mortgages, pledges or other security
agreements to which the Company is a party or by which its properties may be
bound. Except as set forth on Schedule 5.10,

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17
since the Balance Sheet Date, the Company has not incurred any material
liabilities or obligations of any kind, character or description, whether
accrued, absolute, secured or unsecured, contingent or otherwise, other than
liabilities incurred in the ordinary course of business and consistent with
past practices. For each such contingent liability or liability for which the
amount is not fixed or is contested, the Company has provided to CLC the
following information:

(i) a summary description of the liability together with the
following:

(a) copies of all relevant documentation in the
possession of the Company or its directors,
officers, management, stockholders or key employees
relating thereto;

(b) amounts claimed and any other action or relief
sought; and

(ii) the name of each court or agency before which such claim,
suit or proceeding is pending; and

(iii) the date such claim, suit or proceeding was instituted.

5.11 ACCOUNTS AND NOTES RECEIVABLE. Schedule 5.11 sets forth an
accurate list, in all material respects, of the accounts and notes receivable
of the Company, as of the Balance Sheet Date, including any such amounts which
are not reflected in the balance sheet as of the Balance Sheet Date, and
including all receivables from and advances to employees and the Stockholders,
which are identified as such. Schedule 5.11 also sets forth an accurate aging
of all accounts and notes receivable as of the Balance Sheet Date showing
amounts due in 30-day aging categories. Except to the extent reflected on
Schedule 5.11, such accounts, notes and other receivables arose in connection
with bona fide transactions and the reserves reflected in the balance sheet as
of the Balance Sheet Date are adequate in accordance with GAAP.

5.12 PERMITS AND INTANGIBLES. Except for the trademarks, trade
names, patents, patent applications, copyrights, other intellectual property
and permits as will be assigned to the Company pursuant to Section 7.12, the
Company holds all licenses, franchises, permits and other governmental
authorizations ("Licenses") necessary to conduct the business of the Company,
the absence of which would cause a Material Adverse Effect on the Company, and
the Company has delivered to CLC a list that is accurate, in all material
respects, and summary description (which is set forth on Schedule 5.12) of all
such Licenses, including any trademarks, trade names, patents, patent
applications and copyrights owned or held by the Company or any of its
employees (including interests in software or other technology systems,
programs and intellectual property) which are material to the operations of the
Company. Except as set forth on Schedule 5.12, the Licenses and other rights
listed on Schedule 5.12 are valid, and the Company has not received any notice
that any person intends to cancel, terminate or not renew any such License or
other right. Except as set forth on Schedule 5.12, the Company has conducted
and is conducting its business in compliance in all material respects

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with the requirements, standards, criteria and conditions set forth in the
Licenses and other rights listed on Schedule 5.12 and is not in violation of
any of the foregoing in any material respect. Except as specifically provided
in Schedule 5.12, the consummation by the Company of the transactions
contemplated in this Agreement will not result in a default under or a breach
or violation of, or adversely affect the rights and benefits afforded to the
Company by, any such Licenses or other rights.

5.13 ENVIRONMENTAL MATTERS. The sole representations of the
Stockholders with respect to environmental matters are set forth in this
Section 5.13. To the extent representations in other sections of this Agreement
could apply to environmental matters, including, but not limited to, matters
related to, arising under or concerning Environmental Laws, Hazardous
Substances or Environmental Liabilities, such representations shall be
construed to exclude all environmental matters.

(a) Except as specifically set forth in Schedule 5.13 attached hereto
or as could not have a Material Adverse Effect on the Company, (i) the Company
has conducted and is conducting its businesses in compliance with all
applicable Environmental Laws, including, without limitation, having all
environmental permits, licenses and other approvals and authorizations required
by Environmental Laws for the operation of its business as presently conducted,
(ii) none of the properties now or previously owned or occupied by the Company
contain any Hazardous Substance, the existence of which imposes a requirement
under Environmental Laws to remove, remediate, or reduce the levels of
Hazardous Substances to levels below regulatory action levels, or otherwise
perform any response, corrective or preventive measure or pay for any
environmental response costs ("Environmental Response Measures"), (iii) the
Company has not received any written notices, demand letters or requests for
information from any Federal, state, local or foreign governmental entity or
third party indicating that the Company may be in violation of, or liable for
any Environmental Response Measures under, any Environmental Law in connection
with the ownership or operation of its business, and, to the knowledge of the
Stockholders, has no reason to believe that any such written documentation may
be forthcoming, (iv) there are no civil, criminal or administrative actions,
suits, demands, claims, hearings, consent orders, investigations or proceedings
pending or, to the knowledge of the Stockholders, threatened, against the
Company relating to any Environmental Law, (v) no reports have been filed, or
are required to be filed, by the Company concerning the release of any
Hazardous Substance or the threatened or actual violation of any Environmental
Law, (vi) no Hazardous Substance has been disposed of, released or transported
in violation of any applicable Environmental Law from any properties owned,
leased or operated by the Company as a result of any activity of the Company
during the time such properties were owned, leased or operated by the Company,
(vii) there have been and are no environmental investigations, studies, audits,
tests, reviews or other analysis regarding compliance or non-compliance with
any applicable Environmental Law conducted by or which are in the possession of
the Company relating to the activities of the Company, (viii) there are no
underground storage tanks on, in or under any properties owned by the Company,
there were no underground storage tanks owned or used by the Company on
properties formerly owned, leased or operated by the Company, and no
underground storage tanks have been closed or removed from any of such
properties during the time such properties were owned, leased or operated by
the Company, (ix) there is no asbestos or asbestos-containing material present
in any of the properties owned, leased or operated by the Company that is
required to be removed or otherwise abated under Environmental Laws, and no
asbestos was removed from any properties now or formerly owned, leased or
operated by the Company during

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the time such properties were owned, leased or operated by the Company, except
in compliance with Environmental Laws, (x) neither the Company nor any of its
respective properties are subject to any material liabilities or expenditures
(fixed or contingent) relating to any suit, settlement, court order,
administrative order, regulatory requirement, judgment or claim asserted or
arising under any Environmental Law, (xi) to the knowledge of the Stockholders,
there are no Environmental Liabilities at sites not owned, operated or leased
by the Company, for which the Company could, in whole or in part, be liable,
and (xii) the Company has not been a contractee under any tolling agreement,
processing agreement or netback agreement with a third party.

(b) With respect to any past direct or indirect subsidiaries or
affiliates of the Company, the representations contained in Section 5.13(a)
shall apply to the assets and activities conducted by such entity while owned,
directly or indirectly, by the Company or affiliated therewith to the extent
that a failure of such representations to be true and correct could subject the
Company to liability.

(c) As used herein, "Environmental Law" means any federal, state, or
local, statute, ordinance, rule, regulation, code, license, permit,
authorization, order, judgment, decree, injunction, restriction or agreement
with any governmental entity, relating to (x) the protection, preservation or
restoration of the environment or to human health or safety or (y) the exposure
to, or the use, storage, recycling, treatment, generation, transportation,
processing, handling, labeling, production, release or disposal of Hazardous
Substances, in each case as amended through the Consummation Date and as in
effect through the Consummation Date. The term Environmental Law includes,
without limitation, (i) the Federal Comprehensive Environmental Response
Compensation and Liability Act of 1980, the Federal Water Pollution Control Act
of 1972, the Federal Clean Air Act, the Federal Resource Conservation and
Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments
thereto), the Federal Toxic Substances Control Act, the Federal Insecticide,
Fungicide and Rodenticide Act, the Federal Occupational Safety and Health Act
of 1970, and any similar law, regulation or requirement of any governmental
authority or agency having jurisdiction over the Company or its property, each
as amended and as in effect on the Consummation Date, and (ii) any common law
or equitable doctrine (including, without limitation, injunctive relief and
tort doctrines such as negligence, nuisance, trespass and strict liability)
that may impose liability or obligations for injuries or damages due to, or
threatened as a result of, the presence of, effects of or exposure to any
Hazardous Substance.

(d) As used herein, "Hazardous Substance" means any substance
regulated under any Environmental Law or the exposure to which is regulated by
any Environmental Law, and shall include, without limitation, any industrial
substance, petroleum or any derivative or by-product thereof, radon, asbestos
or asbestos-containing material, urea formaldehyde foam insulation, lead fibers
or polychlorinated biphenyls.

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5.14 PERSONAL PROPERTY. Schedule 5.14 sets forth an accurate list of
(x) all personal property material to the operations of the Company included in
"plant, property and equipment" on the balance sheet of the Company, (y) all
other personal property owned by the Company with an individual net book value
in excess of $5,000 (i) as of the Balance Sheet Date and (ii) acquired since
the Balance Sheet Date and (z) all material leases and agreements in respect of
personal property, including, in the case of each of (x), (y) and (z), (1)
true, complete and correct copies of all such leases and agreements and (2) an
indication as to which assets are currently owned, or were formerly owned, by
Stockholders, relatives of Stockholders, or Affiliates of the Company. Except
as set forth on Schedule 5.14, (i) all personal property material to, and used
by, the Company in its business is either owned by the Company or leased by the
Company pursuant to a lease included on Schedule 5.14, (ii) all of the personal
property listed on Schedule 5.14 or replacement property thereof is in working
order and condition, ordinary wear and tear excepted and (iii) all leases and
agreements included on Schedule 5.14 are in full force and effect and
constitute valid and binding agreements of the Company, and to the knowledge of
the Stockholders, the other parties thereto in accordance with their respective
terms, subject to the effect of applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium, liquidation or other similar
laws and equity principles relating to creditors' rights generally. For the
purposes of this Section 5.14, "personal property" shall be deemed to exclude
personal property addressed by Sections 5.11 and 5.12 and inventory of the
Company.

5.15 SIGNIFICANT CUSTOMERS AND SUPPLIERS; MATERIAL CONTRACTS AND
COMMITMENTS

(a) Schedule 5.15(a) sets forth an accurate list of (i) all customers
(persons or entities) representing 5% or more of the Company's annual revenues
for fiscal year 1997, showing the approximate total sales to each such
customer, and (ii) all suppliers (persons or entities) representing 5% or more
of the Company's annual purchases of supplies for fiscal year 1997, showing the
approximate total purchases of supplies from each such supplier. Except to the
extent set forth on Schedule 5.15(a), none of such customers or suppliers has
canceled or substantially reduced or, to the best knowledge of the
Stockholders, are currently attempting or threatening to cancel a contract or
substantially reduce utilization of the services provided by the Company.

(b) The Company has listed on Schedule 5.15(b) all material
contracts, commitments and similar agreements to which the Company is a party
or by which it or any of its properties are bound (including, but not limited
to, contracts with significant customers or suppliers, joint venture or
partnership agreements, contracts with any labor organizations, strategic
alliances and options to purchase land), other than agreements listed on
Schedules 5.10, 5.14 or 5.16, (a) in existence as of the Balance Sheet Date and
(b) entered into since the Balance Sheet Date, and in each case has delivered
true, complete and correct copies of such agreements to CLC. Except as set
forth on Schedule 5.15(b), the Company has complied with all commitments and
obligations pertaining to it, is not in default under any contracts or
agreements listed on Schedules 5.10, 5.14, 5.15(b) or 5.16 and has not received
notice of a default under any such contract or agreement except for such
commitments and obligations or defaults which would not individually or in the
aggregate have a Material Adverse Effect upon the Company. Where required
prior to the execution of this

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Agreement under such contracts or agreements, the Company has furnished notice
of the CLC Plan of Organization to third parties and has, where required prior
to the execution of this Agreement, obtained consent from third parties to
enter into the transactions contemplated in this Agreement, except where the
failure to provide such notice or obtain such consent would not have a Material
Adverse Effect upon the Company. The Company has also indicated on Schedule
5.15(b) a list of all plans or projects involving the opening of new
operations, expansion of existing operations, or the acquisition of any
personal property, business or assets requiring, in any event, the payment of
more than $30,000 by the Company.

(c) Except as set forth on Schedule 5.15(b) and as would not have a
Material Adverse Effect upon the Company, since January 1, 1997, the Company
has not experienced any difficulties in obtaining any inventory items necessary
to the operation of its business, and, to the knowledge of the Stockholders, no
such shortage of supply of inventory items is threatened or pending. To the
knowledge of the Stockholders and except as set forth in Schedule 5.15(b), no
customer or supplier of the Company has indicated that it will cease to do
business with, or substantially reduce its purchases from or sales to, the
Company by reason of or after the consummation of the transactions contemplated
hereby.

(d) Except as set forth on Schedule 5.15(b), the Company is not
required to provide any bonding or other financial security arrangements in any
material amount in connection with any contract listed on Schedule 5.15(b).

5.16 REAL PROPERTY. Schedule 5.16 includes a list of all real
property owned or leased by the Company at the date hereof and all other real
property, if any, used by the Company in the conduct of its business. The
Company has good title to any real property owned by it that is shown on
Schedule 5.16, other than property intended to be sold or distributed prior to
the Closing Date, and all real property so owned is subject to no mortgage,
pledge, lien, conditional sales agreement, encumbrance, lease, possessory
rights of third parties or charge, except for:

(i) liens reflected on Schedules 5.10 or 5.16 as securing
specified liabilities (with respect to which no material default
exists);

(ii) liens for current taxes not yet payable and assessments
not in default and other inchoate liens for amounts not yet payable and
assessments not in default;

(iii) easements for utilities serving the property only; and

(iv) easements, covenants and restrictions and other exceptions
to title which do not adversely affect the current or contemplated use
of the property.

Copies of all leases and agreements in respect of such real property
leased by the Company, which are true, complete and correct in all material
respects, are attached to Schedule 5.16, and an indication as to which such
properties, if any, are currently owned, or were formerly owned, by

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Stockholders or Affiliates of the Company or Stockholders is included in
Schedule 5.16. Copies of all title reports and title insurance policies with
respect to such real property owned by the Company and in its possession or
reasonably accessible to it are attached to Schedule 5.16. Except as set forth
on Schedule 5.16, all of such leases included on Schedule 5.16 are in full
force and effect and constitute valid and binding agreements of the Company
and, to the knowledge of the Stockholders, the other parties thereto in
accordance with their respective terms, subject to the effect of applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium,
liquidation or other similar laws and equity principles relating to creditors'
rights generally.

5.17 INSURANCE. The Company has delivered to CLC (i) an accurate list
as of the Balance Sheet Date of all insurance policies carried by the Company,
(ii) an accurate list of all insurance loss runs or workers compensation claims
received by the Company for the past three policy years and (iii) true,
complete and correct copies of all insurance policies currently in effect.
Such insurance policies evidence all of the insurance the Company is required
to carry pursuant to all of its contracts and other agreements and pursuant to
all applicable laws. Except as set forth on Schedule 5.17, all of such
insurance policies are currently in full force and effect and shall remain in
full force and effect through the Consummation Date. Since January 1, 1996, no
insurance carried by the Company has been canceled by the insurer and the
Company has not been denied coverage.

5.18 COMPENSATION; EMPLOYMENT AGREEMENTS; LABOR MATTERS.

(a) The Company has delivered to CLC an accurate list (which is set
forth on Schedule 5.18) showing all officers, directors and key employees of
the Company, listing all employment, compensation, change in control and
severance agreements with such officers, directors and key employees (the
"Agreements") and the rate of compensation (and the portions thereof
attributable to salary, bonus and other compensation, respectively) of each of
such persons as of (i) the Balance Sheet Date and (ii) the date hereof. The
Company has provided to CLC true, complete and correct copies of all
Agreements. Since the Balance Sheet Date, except as disclosed on Schedule
5.18, there have been no increases in the compensation payable or any special
bonuses to any officer, director, key employee or other employee, except
ordinary salary increases implemented on a basis consistent with past
practices.

(b) Except as set forth on Schedule 5.18, (i) the Company is not
bound by or subject to (and to the knowledge of the Stockholders, none of its
respective assets or properties is bound by or subject to) any arrangement with
any labor union, (ii) to the knowledge of the Stockholders, no campaign to
establish such arrangement is in progress and (iii) there is no pending or, to
the Stockholders' knowledge, threatened labor dispute involving the Company and
any group of its employees nor has the Company experienced any labor
interruptions over the past three years. Except as set forth on Schedule 5.18,
the Company believes its relationship with its employees to be good.

(c) Except as set forth in Schedule 5.18 attached hereto, (i) there
are no significant controversies pending or, to the knowledge of the
Stockholders, threatened between the Company

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23
and any of its employees, (ii) the Company has complied in all material
respects with all applicable laws relating to the employment of labor,
including, without limitation, any provisions thereof relating to wages, hours,
collective bargaining, and the payment of social security and similar taxes,
and (iii) to the knowledge of the Stockholders, no person has asserted that the
Company is liable in any material amount for any arrears of wages or any taxes
or penalties for failure to comply with any of the foregoing.

5.19 EMPLOYEE PLANS. The Company has delivered to CLC an accurate
schedule (Schedule 5.19) listing all employee benefit plans and compensation
plans or programs (the "Plans") maintained by, contributed to or with respect
to which there is or would be any obligation or liability of the Company,
including all employment agreements and other agreements or arrangements
containing "golden parachute" or other similar provisions, incentive
compensation agreements, and deferred compensation agreements, and whether or
not heretofore terminated, together with true, complete and correct copies of
such plans, agreements and any trusts related thereto, and classifications of
employees covered thereby as of the Balance Sheet Date and as of the date of
this Agreement. Except for the Plans, if any, described on Schedule 5.19, the
Company does not sponsor, maintain or contribute to any plan program, fund or
arrangement that constitutes an "employee benefit plan," and the Company does
not have any obligation to contribute to or accrue or pay any benefits under
any deferred compensation or retirement arrangement on behalf of any current or
former employee or employees (such as, for example, and without limitation, any
individual retirement account or annuity, any "excess benefit plan" (within the
meaning of Section 3(36) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA")). For the purposes of this Agreement, the term
"employee benefit plan" shall have the same meaning as is given that term in
Section 3(3) of ERISA. The Company has not sponsored, maintained or
contributed to any employee benefit plan other than the Plans set forth on
Schedule 5.19, and the Company is not or could not be required to contribute to
any Plan pursuant to the provisions of any collective bargaining agreement
establishing the terms and conditions or employment of any of the Company's
employees.

Except as set forth on Schedule 5.19, the Company is not now, and will
not as a result of its past activities become, liable to the Pension Benefit
Guaranty Corporation or to any multiemployer employee pension benefit plan
under the provisions of Title IV of ERISA.

All Plans listed on Schedule 5.19 and the administration thereof are in
compliance in all material respects with their terms and all applicable
provisions of ERISA and the regulations issued thereunder, as well as with all
other applicable federal, state and local statutes, ordinances and regulations.

All accrued contribution obligations of the Company as of the Balance
Sheet Date with respect to any Plan listed on Schedule 5.19 have either been
fulfilled in their entirety or are fully reflected on the balance sheet of the
Company as of the Balance Sheet Date.

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24
5.20 COMPLIANCE WITH ERISA. All such Plans listed on Schedule 5.19
that are intended to qualify (the "Qualified Plans") under Section 401(a) of
the Code are, and have been so qualified from their inception and have been
determined by the Internal Revenue Service to be so qualified, and copies of
such determination letters are attached to Schedule 5.19. Except as disclosed
on Schedule 5.20, all reports and other documents required to be filed with any
governmental agency or distributed to plan participants or beneficiaries
(including, but not limited to, actuarial reports, audits or tax returns) have
been timely filed or distributed, and copies thereof are included as part of
Schedule 5.19 hereof. Neither the Stockholders, any such Plan listed in
Schedule 5.19, nor the Company or, to the knowledge of the Stockholders, other
person has engaged in any transaction with any Plan which is prohibited under
the provisions of Section 4975 of the Code or Section 406 of ERISA. No such
Plan listed in Schedule 5.19 has incurred an accumulated funding deficiency, as
defined in Section 412(a) of the Code and Section 302(l) of ERISA, whether or
not waived; and the Company nor, to the knowledge of the Stockholders, any
other person has incurred any liability for excise tax or penalty due to the
Internal Revenue Service nor any liability to the Pension Benefit Guaranty
Corporation with respect to any Plan or breached any fiduciary duty with
respect to any Plan. The Company further represents that except as set forth
on Schedule 5.20 hereto:

(i) there have been no terminations, partial terminations or
discontinuations of contributions to any Qualified Plan intended to
qualify under Section 401(a) of the Code without notice to and approval
by the Internal Revenue Service;

(ii) no Plan listed in Schedule 5.19 is subject to the
provisions of Title IV of ERISA;

(iii) there have been no "reportable events" (as that phrase is
defined in Section 4043 of ERISA) with respect to any such Plan listed
in Schedule 5.19;

(iv) the Company has not incurred liability under Section 4062
or Section 4069 of ERISA;

(v) no circumstances exist pursuant to which the Company could
have any direct or indirect liability whatsoever (including, but not
limited to, any liability to any multiemployer plan or the PBGC under
Title IV of ERISA or to the Internal Revenue Service for any excise tax
or penalty, or being subject to any statutory lien to secure payment of
any such liability) with respect to any plan now or heretofore
maintained or contributed to by any entity other than the Company that
is, or at any time was, a member of a "controlled group" (as defined in
Section 412(n)(6)(B) of the Code) that includes the Company; and

(vi) each Plan may be unilaterally terminated at any time by
the Company without a Material Adverse Effect upon the Company.

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5.21 CONFORMITY WITH LAW; LITIGATION. Except to the extent set forth
on Schedule 5.21 or 5.13, the Company is not in violation of any law or
regulation or any order of any court or Federal, state, local or other
governmental department, commission, board, bureau, agency or instrumentality
having jurisdiction over it other than violations that would not have a
Material Adverse Effect on the Company; and except to the extent set forth on
Schedule 5.10, 5.13 or 5.21, there are no claims, actions, suits or
proceedings, pending or, to the knowledge of the Stockholders, threatened
against or affecting, the Company, at law or in equity, or before or by any
Federal, state, local or other governmental department, commission, board,
bureau, agency or instrumentality having jurisdiction over any of them and no
written notice of any claim, action, suit or proceeding, whether pending or
threatened, has been received by the Company. Except as set forth in Schedule
5.21, the Company has conducted and is now conducting its business in
compliance with the requirements, standards, criteria and conditions set forth
in applicable Federal, state and local statutes, ordinances, orders, approvals,
variances, rules and regulations except where such noncompliance would not have
a Material Adverse Effect on the Company.

5.22 TAXES.

(a) The Company has timely filed all requisite Federal, state and
other Tax Returns due or extension requests for such Tax Returns for all fiscal
periods ended on or before the Balance Sheet Date; and except as set forth on
Schedule 5.22, there are no examinations in progress or claims pending against
it for federal, state and other Taxes (including penalties and interest) for
any period or periods prior to and including the Balance Sheet Date and no
notice of any claim for Taxes, whether pending or threatened, has been
received. All Tax, including interest and penalties (whether or not shown on
any Tax Return), owed by the Company has been paid or provided for in the
Financial Statements. The amounts shown as accruals for Taxes on the Company
Financial Statements are sufficient for the payment of all Taxes of the kinds
indicated (including penalties and interest) for all fiscal periods ended on or
before that date. Copies of (i) any tax examinations, (ii) extensions of
statutory limitations and (iii) the federal and local income Tax Returns and
franchise Tax Returns of Company for their last three (3) fiscal years, or such
shorter period of time as any of them shall have existed, are attached hereto
as Schedule 5.22 or have otherwise been delivered to CLC. The Company has a
taxable year ended February 28. Except as set forth on Schedule 5.22, the
Company uses the accrual method of accounting for income tax purposes, and the
Company's methods of accounting have not changed in the past five years. The
Company is not an Investment Company as defined in Section 351(e)(1) of the
Code. Except as set forth on Schedule 5.22, the Company is not and has not
been a party to any tax sharing agreement or agreement of similar effect.
Except as set forth on Schedule 5.22, the Company is not and has not been a
member of any consolidated group. The Company has not received, been denied,
or applied for any private letter ruling during the last ten years.

(b) The Company has been a validly existing S corporation within the
meaning of Sections 1361 and 1362 of the Code at all times during its existence
and the Company will be an S corporation up to and including the day before the
Closing Date. The Company would not be liable for any tax under Section 1374
of the Code if its assets were sold for their fair market value

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26
as of the Closing Date. Neither the Company nor any qualified subchapter S
subsidiary of the Company has, in the past 10 years, (A) acquired assets from
another corporation in a transaction in which the Company's tax basis in the
acquired assets was determined, in whole or part, by reference to the tax basis
of the acquired assets in the hands of the transferor or (B) acquired the stock
of any corporation which is a qualified subchapter S subsidiary. The
Stockholders shall pay, and they hereby indemnify CLC and the Company against,
all income taxes payable with respect to the Company's operations for all
periods through and including the Consummation Date regardless of whether the
tax payment is not due until after the Consummation Date.

5.23 NO VIOLATIONS; NO CONSENT REQUIRED, ETC.

(a) The Company is not in violation of any Charter Document. Except
as set forth on Schedule 5.23(a), neither the Company nor, to the best
knowledge of the Stockholders, any other party thereto, is in default under any
lease, instrument, agreement, license, or permit set forth on Schedule 5.10,
5.12, 5.13, 5.14, 5.15(a), 5.15(b) or 5.16 (the "Material Documents") which
violation or default would reasonably be expected to have a Material Adverse
Effect upon the Company.

(b) The execution and delivery of this Agreement by each of the
Company and the Stockholders do not violate, conflict with or result in a
breach of any provision of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or result
in the termination of, or accelerate the performance required by, or result in
a right of termination or acceleration under, or result in the creation of any
lien, security interest, charge or encumbrance upon any of the properties or
assets of the Company under any of the terms, conditions or provisions of (i)
the Charter Documents of the Company, (ii) any statute, law, ordinance, rule,
regulation, judgment, decree, order, injunction, writ, permit or license of any
court or governmental authority applicable to the Company or any of its
properties or assets, or (iii) any Material Document to which the Company or
any of the Stockholders is now a party or by which any of the Stockholders or
the Company or any of its properties or assets may be bound or affected. The
consummation by the Company and the Stockholders of the transactions
contemplated herein will not result in any material violation, conflict,
breach, right of termination or acceleration or creation of liens under any of
the terms, conditions or provisions of the items described in clauses (i)
through (iii) of the preceding sentence, subject, in the case of the terms,
conditions or provisions of the items described in clause (iii) above, to
obtaining (prior to the Effective Time) such consents as may be required from
commercial lenders, lessors or other third parties.

(c) Except as set forth on Schedule 5.23 and except for requirements
under the Xxxx-Xxxxx Act, none of the Material Documents requires notice to, or
the consent or approval of, any governmental agency or other third party with
respect to the consummation by the Company and the Stockholders of any of the
transactions contemplated herein in order to remain in full force and effect,
and consummation by the Company and the Stockholders of the transactions
contemplated herein will not give rise to any right to termination,
cancellation or acceleration or loss of any right or benefit, the loss of which
would reasonably be expected to have a Material Adverse Effect upon the
Company.

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27
(d) Except for (i) the filing of the Registration Statement, (ii) the
declaration of the effectiveness thereof by the SEC and filings with various
state blue sky authorities and (iii) any filing required under the Xxxx-Xxxxx
Act in connection with the purchase and sale of the Company Stock, no
declaration, filing or registration with, or notice to, or authorization,
consent or approval of, any governmental or regulatory body or authority is
necessary for the execution and delivery of this Agreement by the Company and
the Stockholders or the consummation by the Company and the Stockholders of the
transactions contemplated herein.

(e) Except as set forth on Schedule 5.23, none of the Material
Documents prohibits the use or publication by the Company or CLC of the name of
any other party to such Material Document, and none of the Material Documents
prohibits or restricts the Company from providing services or selling products
to any other customer or potential customer of the Company, or to the knowledge
of the Stockholders, CLC or any Other Founding Company.

5.24 GOVERNMENT CONTRACTS. Except as set forth on Schedule 5.24, the
Company is not now a party to any governmental contract subject to price
redetermination or renegotiation.

5.25 ABSENCE OF CHANGES. Since December 31, 1997, except as set forth
on Schedule 5.25 or as otherwise contemplated herein, there has not been:

(i) any Material Adverse Change in the Company;

(ii) any damage, destruction or loss (whether or not covered by
insurance), alone or in the aggregate, which has caused a Material
Adverse Effect on the Company;

(iii) any change in the authorized capital of the Company or its
outstanding securities or any change in its ownership interests or any
grant of any options, warrants, calls, conversion rights or commitments;

(iv) any declaration or payment of any dividend or distribution
in respect of the capital stock or any direct or indirect redemption,
purchase or other acquisition of any of the capital stock of the
Company;

(v) any increase in the compensation, bonus, sales commissions
or fee arrangement payable or to become payable by the Company to any of
its officers, directors, Stockholders, employees, consultants or agents,
except for ordinary and customary bonuses and salary increases for
employees in accordance with past practice;

(vi) any work interruptions, labor grievances or claims filed,
or any event or condition of any character, which has caused a Material
Adverse Effect on the Company;

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28
(vii) any sale or transfer, or any agreement to sell or
transfer, any material assets, property or rights of Company to any
person, including, without limitation, the Stockholders and their
Affiliates, except inventory sold or transferred in the ordinary course
of business;

(viii) any cancellation, or agreement to cancel, any indebtedness
or other obligation owing to the Company, including without limitation
any indebtedness or obligation of any Stockholders or any Affiliate
thereof;

(ix) any plan, agreement or arrangement granting any
preferential rights to purchase or acquire any interest in any of the
material assets, property or rights of the Company or requiring consent
of any party to the transfer and assignment of any such assets, property
or rights;

(x) any purchase or acquisition of, or agreement, plan or
arrangement to purchase or acquire, any property, rights or assets
outside of the ordinary course of the Company's business;

(xi) any waiver of any material rights or claims of the
Company;

(xii) any amendment or termination of any material contract,
agreement, license, permit or other right to which the Company is a
party;

(xiii) any transaction by the Company outside the ordinary course
of its business;

(xiv) any cancellation or termination of a material contract
with a customer or client prior to the scheduled termination date other
than in the ordinary course of business of the Company and of which
notice has been given to CLC;

(xv) any other distribution of property or assets by the
Company other than in the ordinary course of business and other than
distributions of real estate and other assets as permitted by this
Agreement (including the Schedules hereto); or

(xvi) any occurrence that is reasonably likely to give rise to a
contingent liability which would have a Material Adverse Effect on the
Company.

5.26 DEPOSIT ACCOUNTS; POWERS OF ATTORNEY. The Company has delivered
to CLC an accurate schedule (which is set forth on Schedule 5.26) as of the
date of the Agreement of:

(i) the name of each financial institution in which the
Company has accounts or safe deposit boxes;

(ii) the names in which the accounts or boxes are held;

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(iii) the type of account and account number; and

(iv) the name of each person authorized to draw thereon or have
access thereto.

Schedule 5.26 also sets forth the name of each person, corporation, firm or
other entity holding a general or special power of attorney from the Company
and a description of the terms of such power.

5.27 VALIDITY OF OBLIGATIONS. The execution and delivery of this
Agreement by the Company and the performance by the Company of the transactions
contemplated herein have been duly and validly authorized by the Board of
Directors of the Company and this Agreement has been duly and validly
authorized by all necessary corporate action and is a legal, valid and binding
obligation of the Company, subject to the effect of applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium, liquidation or
other similar laws and equity principles relating to creditors' rights
generally.

5.28 RELATIONS WITH GOVERNMENTS. To the knowledge of the
Stockholders, none of the Company, any of the Stockholders, or any Affiliate of
any of them has given or offered anything of value to any governmental
official, political party or candidate for government office nor has it or any
of them otherwise taken any action which would in any case cause the Company to
be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or
any law of similar effect.

5.29 DISCLOSURE. (a) The representations and warranties of the
Stockholders as set forth in this Agreement, including the Annexes and
Schedules hereto, to the extent they relate to the Company and the
Stockholders, the completed Director and Officer Questionnaires, with respect
to any Stockholder who has completed such, and the written information provided
by the Company or any Stockholder to CLC's environmental consultants do not
contain an untrue statement of a material fact concerning the Company or the
Stockholders or omit to state a material fact concerning the Company or the
Stockholders necessary to make the statements herein and therein, in light of
the circumstances under which they were made, not misleading; provided,
however, that the foregoing does not apply to statements contained in or
omitted from any of such documents made or omitted in reliance upon information
furnished in writing by the Other Founding Companies, CLC and its Affiliates or
any representatives or agents of CLC and its Affiliates.

(b) The Stockholders acknowledge and agree (i) that there exists no
firm commitment, binding agreement, or promise or other assurance of any kind,
whether express or implied, oral or written, that a Registration Statement will
become effective or that the IPO pursuant thereto will occur; (ii) that neither
CLC nor Bellmeade Capital Partners L.L.C. or any of their officers, directors,
agents or representatives nor any Underwriter shall have any liability to the
Company, the Stockholders or any other person affiliated or associated with the
Company for any failure of the Registration Statement to become effective, the
IPO to occur at a particular price or within a particular range of prices or to
occur at all, the transactions contemplated by this Agreement to be successful
or the prospects for the Company described in the Registration Statement to be
realized; and (iii) that the decision of Stockholders to enter into this
Agreement, or to vote in favor of or

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30
consent to the proposed purchase and sale of the Company Stock, has been or
will be made independent of, and without reliance upon, any statements,
opinions or other communications, or due diligence investigations which have
been or will be made or performed by any prospective Underwriter, relative to
CLC or the prospective IPO.

(c) No Stockholder has any present plan, intention, commitment,
binding agreement or arrangement to dispose of any shares of CLC Stock to be
received by such Stockholder as a result of the transactions contemplated in
this Agreement, except for transfers permitted pursuant to Sections 15 and 17
hereof.

5.30 PROHIBITED ACTIVITIES. Except as set forth on Schedule 5.30, the
Company has not, between the Balance Sheet Date and the date hereof, taken any
of the actions (Prohibited Activities) set forth in Section 7.3.

5.31 NO WARRANTIES OR INSURANCE. Except as set forth on Schedule
5.31, the Company has no liability to any person under any warranty relating to
goods sold or services provided by the Company and the Company does not offer
or sell insurance or consumer protection plans or other arrangements that could
result in the Company being required to make any payment to or perform any
service for any person.

5.32 INTEREST IN CUSTOMERS AND SUPPLIERS AND RELATED PARTY
TRANSACTIONS. Except as described on Schedule 5.32, no Stockholder, officer,
director or Affiliate of the Company (i) possesses, directly or indirectly, any
financial interest in, or is a director, officer, employee or Affiliate of, any
corporation, firm, association or business organization that is a client,
supplier, customer, lessor, lessee or competitor of the Company, or (ii) is a
party to an agreement or relationship, that involves the receipt by such person
of compensation or property from the Company other than through a customary
employment relationship.

5.33 REGISTRATION STATEMENT. To the best of the Stockholders'
knowledge, none of the information supplied by the Company in writing for
inclusion in the Registration Statement contains any untrue statement of a
material fact concerning the Company or the Stockholders or omitted to state
any material fact required to be stated therein or necessary in order to make
the statements therein concerning the Company or the Stockholders, in light of
the circumstances under which they are made, not misleading.

(B) Individual Representations and Warranties of Stockholders.

Each Stockholder severally represents and warrants that the
representations and warranties set forth below are true as of the date of this
Agreement, and that the representations and warranties set forth in Section
5(B) shall survive the Consummation Date.

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5.34 AUTHORITY; OWNERSHIP. Such Stockholder has the full legal right,
power and authority to enter into this Agreement. Such Stockholder owns
beneficially and of record all of the shares of the Company Stock identified on
Schedule 5.3 hereto as being owned by such Stockholder, and such Company Stock
is owned free and clear of all liens, encumbrances and claims of every kind.

5.35 PREEMPTIVE RIGHTS. Except as set forth in this Section 5.35,
such Stockholder does not have, or hereby waives, any preemptive or other right
to acquire shares of Company Stock that such Stockholder has or may have had.
Nothing herein, however, shall limit or restrict the rights of any Stockholder
to acquire CLC Stock pursuant to (i) this Agreement or (ii) any outstanding
option, warrant or other rights granted by CLC.

6. REPRESENTATIONS OF CLC

Except as set forth in the disclosure schedules attached hereto and
except otherwise qualified below, CLC represents and warrants that all of the
following representations and warranties in this Section 6 are true at the date
of this Agreement, and that such representations and warranties shall survive
the Consummation Date for a period of twenty-four months (the last day of such
period being the "Expiration Date").

6.1 DUE ORGANIZATION. CLC is a corporation duly incorporated and
organized, validly existing and in good standing under the laws of the State of
Delaware, and it has the requisite power and authority to carry on its business
as it is now being conducted and as contemplated in the CLC Plan of
Organization. CLC is duly qualified or authorized to do business and is in
good standing in each jurisdiction in which the nature of its business or the
ownership or leasing of its properties makes such qualification or
authorization necessary, except where the failure to be so qualified or
authorized to do business would not have a Material Adverse Effect. True,
complete and correct copies of the Certificate of Incorporation and By-laws, as
proposed to be amended, of CLC (the "CLC Charter Documents") are attached
hereto as Annex II.

6.2 AUTHORIZATION. (i) The officers of CLC executing this Agreement
have the authority to enter into and bind CLC to the terms of this Agreement
and (ii) CLC has the full legal right, power and authority to enter into and
perform this Agreement. Copies of the most recent resolutions adopted by the
Board of Directors of CLC, which approve this Agreement and the transactions
contemplated herein in all respects, certified by the Secretary or an Assistant
Secretary of CLC, as the case may be, as being in full force and effect on the
date hereof, are attached hereto as Schedule 6.2.

6.3 CAPITAL STOCK OF CLC. As of the date of this Agreement, the
authorized capital stock of CLC is as set forth in the Draft Registration
Statement. Immediately prior to the Closing Date and the Consummation Date,
all of the issued and outstanding shares of the capital stock of CLC will be as
set forth in the Registration Statement, free and clear of all liens, security
interests, pledges, charges, voting trusts, restrictions, encumbrances and
claims of every kind other than any restrictions

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32
described in the Registration Statement. All of the issued and outstanding
shares of the capital stock of CLC has been duly authorized and validly issued,
are fully paid and nonassessable and such shares were offered, issued, sold and
delivered by CLC in compliance with all applicable state and Federal laws
concerning the issuance of securities. Further, none of such shares were
issued in violation of the preemptive rights of any past or present Stockholder
of CLC.

6.4 TRANSACTIONS IN CAPITAL STOCK; ORGANIZATION ACCOUNTING. Except
for the Other Agreements and except as set forth in the Draft Registration
Statement, (i) no option, warrant, call, conversion right or commitment of any
kind exists which obligates CLC to issue any of its authorized but unissued
capital stock; and (ii) CLC has no obligation (contingent or otherwise) to
purchase, redeem or otherwise acquire any of its equity securities or any
interests therein or to pay any dividend or make any distribution in respect
thereof. The outstanding options, warrants or other rights to acquire shares
of the stock of CLC will be as described in the Registration Statement.

6.5 SUBSIDIARIES. CLC has no subsidiaries CLC does not presently
own, of record or beneficially, or control, directly or indirectly, any capital
stock, securities convertible into capital stock or any other equity interest
in any corporation, association or business entity, and CLC, directly or
indirectly, is not a participant in any joint venture, partnership or other
non-corporate entity.

6.6 FINANCIAL STATEMENTS. The financial statements of CLC included
in the Draft Registration Statement (the "CLC Financial Statements") have been
prepared in accordance with GAAP applied on a consistent basis throughout the
periods indicated (except as noted thereon), and the balance sheet included
therein presents fairly the financial position of CLC as of its date. To the
knowledge of CLC, the pro forma consolidated financial data included in the
Draft Registration Statement presents fairly the financial condition and
operation of the Founding Companies and CLC on a consolidated basis at the
respective date or for the respective periods to which they apply; such pro
forma consolidated financial data have been prepared in each case in accordance
with GAAP consistently applied throughout the periods involved except as
otherwise indicated in the Draft Registration Statement, and as required by the
1933 Act and the regulations thereunder.

6.7 LIABILITIES AND OBLIGATIONS. Except as set forth in the Draft
Registration Statement, CLC has no material liabilities or obligations of any
kind, character or description, whether accrued, absolute, secured or
unsecured, contingent or otherwise, other than liabilities incurred in the
ordinary course of business and consistent with past practices, liabilities or
obligations set forth in or contemplated in this Agreement and the Other
Agreements and except for fees incurred in connection with the transactions
contemplated herein and therein.

6.8 CONFORMITY WITH LAW; LITIGATION. Except to the extent set forth
in the Draft Registration Statement, CLC is not in violation of any law or
regulation or any order of any court or Federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality
having jurisdiction over it and its stockholders and, there are no claims,
actions, suits or proceedings, pending or, to the knowledge of CLC, threatened
against or affecting CLC, at

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33
law or in equity, or before or by any Federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality
having jurisdiction over it and no notice of any claim, action, suit or
proceeding, whether pending or threatened, has been received. CLC has
conducted and is conducting its business in compliance in all material respects
with the requirements, standards, criteria and conditions set forth in
applicable Federal, state and local statutes, ordinances, permits, licenses,
orders, approvals, variances, rules and regulations and is not in violation, in
any material respect, of any of the foregoing.

6.9 NO VIOLATIONS. (a) CLC is not in violation of any CLC Charter
Document. Neither CLC or, to the best knowledge of CLC, any other party
thereto, is in default under any lease, instrument, agreement, license, or
permit to which CLC is a party, or by which CLC, or any of its properties, is
bound (collectively, the "CLC Documents").

(b) The execution and delivery of this Agreement by CLC does not
violate, conflict with or result in a breach of any provision of, or constitute
a default (or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination of, or accelerate the
performance required by, or result in a right of termination or acceleration
under, or result in the creation of any lien, security interest, charge or
encumbrance upon any of the properties or assets of CLC under any of the terms,
conditions or provisions of (i) the CLC Charter Documents, (ii) any statute,
law, ordinance, rule, regulation, judgment, decree, order, injunction, writ,
permit or license of any court or governmental authority applicable to CLC or
any of its properties or assets, or (iii) any CLC Document. The consummation
by CLC of the transactions contemplated herein will not result in any material
violation, conflict, breach, right of termination or acceleration or creation
of liens under any of the terms, conditions or provisions of the items
described in clauses (i) through (iii) of the preceding sentence, subject, in
the case of the terms, conditions or provisions of the items described in
clause (iii) above, to obtaining (prior to the Effective Time) such consents as
may be required from commercial lenders, lessors or other third parties.

(c) Except for (i) the filings with the SEC pursuant to the 1933 Act
in connection with the IPO and the purchase and sale of the Company Stock, (ii)
the declaration of the effectiveness thereof by the SEC and filings with
various state blue sky authorities, and (iii) any filings required under the
Xxxx-Xxxxx Act in connection with the transactions contemplated by the CLC Plan
of Organization, none of the CLC Documents requires notice to, or the consent
or approval of, any governmental agency or other third party with respect to
the consummation by CLC of any of the transactions contemplated herein in order
to remain in full force and effect, and consummation by CLC of the transactions
contemplated herein will not give rise to any right to termination,
cancellation or acceleration or loss of any material right or benefit.

(d) Except for (i) the filings with the SEC pursuant to the 1933 Act
in connection with the IPO and the purchase and sale of the Company Stock, (ii)
the declaration of the effectiveness thereof by the SEC and filings with
various state blue sky authorities, and (iii) any filings required under the
Xxxx-Xxxxx Act in connection with the transactions contemplated in the CLC Plan
of Organization, no declaration, filing or registration with, or notice to, or
authorization, consent or

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approval of, any governmental or regulatory body or authority is necessary for
the execution and delivery of this Agreement by CLC or the consummation by CLC
of the transactions contemplated herein.

6.10 VALIDITY OF OBLIGATIONS. The execution and delivery of this
Agreement by CLC and the performance of the transactions contemplated herein
have been duly and validly authorized by the Board of Directors of CLC and this
Agreement has been duly and validly authorized by all necessary corporate
action and is a legal, valid and binding obligation of CLC.

6.11 CLC STOCK. At the time of issuance thereof and delivery to the
Stockholders, the CLC Stock to be delivered to the Stockholders pursuant to
this Agreement will constitute valid, duly authorized and legally issued shares
of CLC, fully paid and nonassessable, and with the exception of restrictions
upon resale set forth in Sections 15 and 16 hereof, will be identical in all
substantive respects (which do not include the form of certificate upon which
it is printed or the presence or absence of a CUSIP number on any such
certificate) to the CLC Stock issued and outstanding as of the date hereof by
reason of the provisions of the Delaware GCL. The CLC Stock issued and
delivered to the Stockholders shall at the time of such issuance and delivery
be free and clear of any liens, claims or encumbrances of any kind or
character. The shares of CLC Stock to be issued to the Stockholders pursuant
to this Agreement will not be registered under the 1933 Act, except as provided
in Section 17 hereof.

6.12 BUSINESS; REAL PROPERTY; MATERIAL AGREEMENTS. CLC was formed in
July 1997 and has conducted only limited operations since that time. CLC has
not conducted any material business since the date of its inception, except in
connection with this Agreement, the Other Agreements and the IPO. Except as
described in the Draft Registration Statement, CLC does not own or has at any
time owned any real property or any material personal property or is a party to
any other material agreement other than the Other Agreements, the agreements
contemplated hereby and such agreements as will be filed as Exhibits to the
Registration Statement. Except as set forth in the Registration Statement, CLC
has not entered into any material agreement with any of the Founding Companies
or any of the Stockholders of the Founding Companies other than the Other
Agreements and the agreements contemplated in each of the Other Agreements and
the Registration Statement, including the employment agreements and leases
referred to herein or entered into in connection with the transactions
contemplated herein and therein.

6.13 RELATIONS WITH GOVERNMENTS. Neither CLC nor any of its officers
has given or offered anything of value to any government official, political
party or candidate for government office nor has it or any of them otherwise
taken any action which would cause CLC to be in violation of the Foreign
Corrupt Practices Act of 1977, as amended, or any law of similar effect.

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6.14 INVESTMENT REPRESENTATIONS. CLC represents that the Company
Stock is being acquired by CLC for its own account for investment purposes only
and not with a view to the distribution thereof within the meaning of the
Securities Act of 1933, as amended.

6.15 OTHER AGREEMENTS. The Other Agreements have been duly
authorized, executed and delivered by CLC and constitute the legal, valid and
binding obligation of CLC enforceable against CLC in accordance with their
respective terms, subject to the effect of applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium, liquidation or other similar
laws and equity principles relating to creditors' rights generally.

6.16 TAXES. CLC has timely filed all requisite federal, state and
other Tax Returns or extension requests for all fiscal periods ended on or
before the Balance Sheet Date; and there are no examinations in progress or
claims pending against CLC for federal, state and other Taxes (including
penalties and interest) for any period or periods prior to and including the
Balance Sheet Date and no notice of any claim for Taxes, whether pending or
threatened, has been received. All Tax, including interest and penalties
(whether or not shown on any Tax Return) owed by CLC, any member of an
affiliated or consolidated group which includes or included CLC, or with
respect to any payment made or deemed made by CLC herein has been paid. The
amounts shown as accruals for Taxes on the financial statements for CLC are
sufficient for the payment of all Taxes of the kinds indicated (including
penalties and interest) for all fiscal periods ended on or before that date.
CLC is not an investment company as defined in Section 351(e)(1) of the Code.

6.17 DISCLOSURE.

(a) Neither the Draft Registration Statement delivered to the Company
and the Stockholders, nor the representations and warranties of CLC set forth
in this Agreement, contains an untrue statement of a material fact or omit to
state a material fact necessary to make the statements herein and therein, in
light of the circumstances under which they were made, not misleading;
provided, however, that the foregoing does not apply to statements contained in
or omitted from any of such documents in reliance upon information furnished in
writing by the Company or the Stockholders or the Other Founding Companies or
the stockholders thereof specifically for inclusion in the Registration
Statement.

(b) Based on and assuming the accuracy in all material respects of
(i) the representations and warranties, covenants and agreements of the
Stockholders contained herein and (ii) the written information furnished to CLC
by the Stockholders, the offering and issuance of shares of CLC Stock to the
Stockholders and to the stockholders of the Other Founding Companies pursuant
to this Agreement and to the Other Agreements have been made in compliance with
all applicable federal and state securities laws.

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7. COVENANTS PRIOR TO CLOSING

7.1 ACCESS AND COOPERATION; DUE DILIGENCE.

(a) Between the date of this Agreement and the Consummation Date,
the Company will afford to the officers and authorized representatives of CLC
reasonable access during normal business hours to all of the Company's sites,
properties, books and records and will furnish CLC with such additional
financial and operating data and other information as to the business and
properties of the Company as CLC may from time to time reasonably request. The
Company will cooperate with CLC, its representatives, auditors and counsel in
the preparation of any documents or other material which may be required in
connection with any documents or materials required by this Agreement. CLC
will treat all information obtained in connection with the negotiation and
performance of this Agreement or the due diligence investigations conducted
with respect to the Company as confidential in accordance with the provisions
of Section 14 hereof.

(b) Between the date of this Agreement and the Consummation Date, CLC
will afford to the officers and authorized representatives of the Company
and/or the Stockholders access to all of CLC's sites, properties, books and
records and will furnish the Company and/or the Stockholders with such
additional financial and operating data and other information as to the
business and properties of CLC as the Company and/or the Stockholders may from
time to time reasonably request. CLC will cooperate with the Company and/or
the Stockholders, their representatives, auditors and counsel in the
preparation of any documents or other material which may be required in
connection with any documents or materials required by this Agreement. The
Company and/or the Stockholders will cause all information obtained in
connection with the negotiation and performance of this Agreement (including
information regarding each of the Other Founding Companies) to be treated as
confidential in accordance with the provisions of Section 14 hereof.

7.2 CONDUCT OF BUSINESS PENDING CLOSING. Except as set forth on
Schedule 7.2, between the date of this Agreement and the Consummation Date,
the Company will:

(i) carry on its respective businesses in the ordinary course,
consistent with past practice, and not introduce any material new method
or changes in management, operation or accounting;

(ii) maintain its respective properties, equipment and
facilities, including those held under leases, in as good working order
and condition as at present, ordinary wear and tear excepted;

(iii) perform all of its obligations under agreements relating
to or affecting its assets, properties, equipment or rights, the
nonperformance of which could have a Material Adverse Effect on the
Company;

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(iv) keep in full force and effect present insurance policies
or other comparable insurance coverage;

(v) use reasonable efforts to maintain and preserve its
business organization intact, retain its respective key employees and
maintain its respective material relationships with suppliers, customers
and others having business relations with the Company;

(vi) maintain compliance with all permits, laws, rules and
regulations, consent orders, and all other orders of applicable courts,
regulatory agencies and similar governmental authorities, the
noncompliance with which could have a Material Adverse Effect on the
Company;

(vii) maintain present debt and lease instruments in accordance
with their terms and not enter into new or amended debt or lease
instruments without the knowledge and written consent of CLC (which
consent shall not be unreasonably withheld);

(viii) maintain or reduce present salaries and commission levels
for all officers, directors, employees and agents except for ordinary
and customary bonus and salary increases for employees in accordance
with past practices; and

(ix) maintain the Company's Operating Capital, including cash,
at or above the level set forth on Annex I as agreed by CLC.

7.3 PROHIBITED ACTIVITIES. Except as set forth on Schedule 7.3 or on
Annex I to this Agreement, between the date hereof and the Consummation Date,
the Company will not, without prior written consent of CLC:

(i) make any change in its Charter Documents;

(ii) issue any securities, options, warrants, calls, conversion
rights or commitments relating to its securities of any kind other than
in connection with the exercise of options or warrants listed in
Schedule 5.4;

(iii) declare or pay any dividend, or make any distribution in
respect of its stock whether now or hereafter outstanding, or purchase,
redeem or otherwise acquire or retire for value any shares of its stock;

(iv) enter into any contract or commitment or incur or agree to
incur any liability or make any capital expenditures, except if it is in
the normal course of business (consistent with past practice) or
involves an amount, in the aggregate, not in excess of $250,000;

(v) create or assume to exist any mortgage, pledge or other
lien or encumbrance upon any assets or properties whether now owned or
hereafter acquired, except (1) with

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respect to purchase money liens incurred in connection with the
acquisition of equipment with an aggregate cost not in excess of
$250,000 necessary or desirable for the conduct of the businesses of the
Company, (2) (A) liens for taxes either not yet due or being contested
in good faith and by appropriate proceedings (and for which contested
taxes adequate reserves have been established and are being maintained)
or (B) materialmen's, mechanics', workers', repairmen's, employees' or
other like liens arising in the ordinary course of business (the liens
set forth in clause (2) being referred to herein as "Statutory Liens"),
or (3) liens set forth on Schedule 5.10, 5.15(b) and/or 5.16 hereto;

(vi) except as set forth in Schedule 7.3(vi), sell, assign,
lease or otherwise transfer or dispose of any property or equipment with
a net book value in excess of $25,000 except in the normal course of
business;

(vii) consummate or enter into any commitment for the
acquisition of any business or the start-up of any new business;

(viii) merge or consolidate or agree to merge or consolidate with
or into any other corporation;

(ix) waive any material rights or claims of the Company,
provided that the Company may negotiate and adjust bills and accounts in
the course of good faith disputes with customers in a manner consistent
with past practice, provided, further, that such adjustments shall not
be deemed to be included in Schedule 5.11 unless specifically listed
thereon;

(x) commit a material breach of or amend or terminate any
material agreement, permit, license or other right of the Company; or

(xi) enter into any other transaction outside the ordinary
course of its business or prohibited hereunder.

7.4 NO SHOP. None of the Stockholders, the Company, nor any agent,
officer, director, trustee or any representative of any of the foregoing will,
during the period commencing on the date of this Agreement and ending with the
earlier to occur of the Consummation Date or the termination of this Agreement
in accordance with its terms, directly or indirectly:

(i) solicit or initiate the submission of proposals or offers
from any person for,

(ii) participate in any discussions pertaining to, or

(iii) furnish any information to any person other than CLC or
its authorized agents relating to,

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any acquisition or purchase of all or a material amount of the assets of, or
any equity interest in, the Company or a merger, consolidation, share exchange
or business combination of the Company.

7.5 AGREEMENTS. Except as disclosed on Schedule 7.5, the
Stockholders and the Company shall terminate (i) any stockholders agreements,
voting agreements, voting trusts, options, warrants and employment agreements
between the Company and any employee listed on Schedule 9.11 hereto and (ii)
except as otherwise provided in this Agreement, any existing agreement between
the Company and any Stockholder, on or prior to the Consummation Date. Such
termination agreements are listed on Schedule 7.5 and copies thereof are
attached thereto. In addition, either prior to or within 30 days of the
Consummation Date, all notes payable to the Stockholders by the Company and all
notes payable to the Company by the Stockholders shall be paid in full.

7.6 NOTIFICATION OF CERTAIN MATTERS. The Stockholders and the
Company shall give prompt notice to CLC of the Company's or any Stockholder's
knowledge of (i) the occurrence or non-occurrence of any event the occurrence
or nonoccurrence of which would be likely to cause any representation or
warranty of the Company or the Stockholders contained herein to be untrue or
inaccurate in any material respect at or prior to the Closing and (ii) any
material failure of any Stockholder or the Company to comply with or satisfy
any covenant, condition or agreement to be complied with or satisfied by such
person hereunder. CLC shall give prompt notice to the Company of CLC's
knowledge of (i) the occurrence or non-occurrence of any event the occurrence
or non-occurrence of which would be likely to cause any representation or
warranty of CLC contained herein to be untrue or inaccurate in any material
respect at or prior to the Closing and (ii) any material failure of CLC to
comply with or satisfy any covenant, condition or agreement to be complied with
or satisfied by it hereunder. The delivery of any notice pursuant to this
Section 7.6 shall not be deemed to (i) modify the representations or warranties
hereunder of the party delivering such notice, which modification may only be
made pursuant to Section 7.7, (ii) modify the conditions set forth in Sections
8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to
the party receiving such notice.

7.7 AMENDMENT OF SCHEDULES. Each party hereto agrees that, with
respect to the representations and warranties of such party contained in this
Agreement, such party shall have the continuing obligation until 24 hours prior
to the anticipated effectiveness of the Registration Statement to supplement or
amend promptly the Schedules hereto with respect to any matter hereafter
arising or discovered which, if existing or known at the date of this
Agreement, would have been required to be set forth or described in the
Schedules or which may have been omitted from the schedules previously provided
by the Company; provided however, that supplements and amendments to Schedules
5.10, 5.11, 5.14, 5.15(a), and 5.15(b) shall only have to be delivered at the
Closing Date, unless such Schedule is to be amended to reflect an event
occurring other than in the ordinary course of business. Notwithstanding the
foregoing sentence, no amendment or supplement to a Schedule prepared by the
Company that constitutes or reflects an event or occurrence that would have a
Material Adverse Effect on the Company may be made unless CLC consents to such
amendment or supplement; and provided further, that no amendment or supplement
to a Schedule prepared by CLC that constitutes or reflects an event or
occurrence that would have

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a Material Adverse Effect on CLC may be made unless a majority of the Founding
Companies consent to such amendment or supplement. For all purposes of this
Agreement, including without limitation for purposes of determining whether the
conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules
hereto shall be deemed to be the Schedules as amended or supplemented pursuant
to this Section 7.7. In the event that the Company seeks to amend or
supplement a Schedule pursuant to this Section 7.7 to reflect an item not known
to the Company or the Stockholders at the time of entering into this Agreement
or an event occurring after the date of this Agreement, and CLC does not
consent, in its reasonable discretion, to such amendment or supplement, this
Agreement shall be deemed terminated by mutual consent as set forth in Section
12.1(i) hereof. In the event that CLC seeks to amend or supplement a Schedule
pursuant to this Section 7.7 and a majority of the Founding Companies do not
consent to such amendment or supplement, this Agreement shall be deemed
terminated by mutual consent as set forth in Section 12.1(i) hereof. No party
to this Agreement shall be liable to any other party if this Agreement shall be
terminated pursuant to the provisions of this Section 7.7 with respect to an
attempt to supplement or amend a Schedule to reflect an item not known to the
Company or Stockholders at the time of execution or occurring after the date of
execution of this Agreement.

7.8 COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The
Company and the Stockholders shall furnish or use reasonable efforts to cause
to be furnished to CLC and the Underwriters all of the information concerning
the Company and the Stockholders and their Affiliates as CLC may reasonably
request required for inclusion in, and will cooperate with CLC and the
Underwriters in the preparation of, the Registration Statement and the
prospectus included therein (including audited and unaudited financial
statements, prepared in accordance with GAAP, in form suitable for inclusion in
the Registration Statement). The parties hereto agree that the disclosure of
information with respect to the Company and the Stockholders and their
Affiliates in the Registration Statement and while marketing the securities of
CLC in the IPO shall not be a violation of any confidentiality agreement,
including Article 14 of this Agreement, among the parties hereto or their
officers or stockholders. The Company and the Stockholders agree promptly to
advise CLC if at any time during the period in which a prospectus relating to
the offering is required to be delivered under the 1933 Act, any information
contained in the prospectus concerning the Company or the Stockholders or their
Affiliates becomes incorrect or incomplete in any material respect and to
provide the information needed to correct such inaccuracy. The Company and the
Stockholders shall have the right to review and approve in advance any
statements made about the Company or the Stockholders in the Registration
Statement. Subject to the Company's and the Stockholder's review and approval
of such information in the Registration Statement, insofar as the information
relates solely to the Company or the Stockholders or their Affiliates, the
Company represents and warrants as to such information with respect to itself,
and each Stockholder represents and warrants, as to such information with
respect to the Company and himself or herself, that the Registration Statement
will not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading. CLC represents and warrants that the Registration Statement will
not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the

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circumstances under which they were made, not misleading, provided that this
representation and warranty shall not extend to the accuracy of any information
included in the Registration Statement that was provided by the Company or the
Stockholders in writing specifically for inclusion in the Registration
Statement.

7.9 FINAL FINANCIAL STATEMENTS. The Company shall provide at least
10 days prior to the Consummation Date the unaudited consolidated balance
sheets of the Company as of the end of all fiscal quarters following the
Balance Sheet Date and ending at least 30 days prior to the Consummation Date,
and the unaudited consolidated statement of income, cash flows and retained
earnings of the Company for all such fiscal quarters. Such financial
statements shall have been prepared in accordance with GAAP applied on a
consistent basis throughout the periods indicated (except as noted therein).
Except as noted in such financial statements, all of such financial statements
will be prepared in accordance with GAAP and will present fairly the results of
operations of the Company for the periods indicated therein.

7.10 FURTHER ASSURANCES. The parties hereto agree to execute and
deliver, or cause to be executed and delivered, such further instruments or
documents or take such other action as may be reasonably necessary or
appropriate to carry out the transactions contemplated herein.

7.11 COMPLIANCE WITH THE XXXX-XXXXX ACT. All parties to this
Agreement hereby recognize that one or more filings under the Xxxx-Xxxxx Act
may be required in connection with the transactions contemplated herein. If it
is determined by the parties to this Agreement that filings under the Xxxx-
Xxxxx Act are required, then: (i) each of the parties hereto agrees to
cooperate and use its best efforts to comply with the Xxxx-Xxxxx Act, (ii) such
compliance by the Stockholders and the Company shall be deemed a condition
precedent in addition to the conditions precedent set forth in Section 9 of
this Agreement, and such compliance by CLC shall be deemed a condition
precedent in addition to the conditions precedent set forth in Section 8 of
this Agreement, and (iii) the parties agree to cooperate and use their best
efforts to cause all filings required under the Xxxx-Xxxxx Act to be made. If
filings under the Xxxx-Xxxxx Act are required, the costs and expenses thereof
(including filing fees) shall be borne by CLC. The obligation of each party to
consummate the transactions contemplated in this Agreement is subject to the
expiration or termination of the waiting period under the Xxxx-Xxxxx Act, if
applicable.

7.12 TRANSFERS OF PERMITS AND INTANGIBLES. The Stockholders shall
use commercially reasonable efforts to cause all trademarks, trade names,
patents, patent applications, copyrights and other intellectual property owned
or held by employees of the Company which are material to the operations of the
business of the Company to be assigned or licensed to the Company for no
additional consideration.

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7.13 DIVIDENDS. The Company may, after the Balance Sheet Date and
before the Consummation Date, pay to the Stockholder only the dividends or
distributions expressly permitted by Annex I hereto.

8. CONDITIONS PRECEDENT TO OBLIGATIONS OF STOCKHOLDERS AND COMPANY

The obligations of the Stockholders and the Company with respect to
actions to be taken on the Closing Date are subject to the satisfaction or
waiver on or prior to the Closing Date of all of the following conditions,
except Section 8.8. The obligations of the Stockholders and the Company with
respect to actions to be taken on the Consummation Date are subject to the
satisfaction or waiver on or prior to the Consummation Date of the conditions
set forth in Sections 8.1, 8.2, 8.5, 8.6, 8.7 and 8.8. As of the Closing Date
or, with respect to the conditions set forth in Sections 8.1, 8.2, 8.5, 8.6,
8.7 and 8.8, as of the Consummation Date, if any such conditions have not been
satisfied, the Stockholders (acting in unison) shall have the right to
terminate this Agreement, or in the alternative, waive any condition not so
satisfied. Any act or action of the Stockholders in consummating the Closing
or delivering the certificates representing Company Stock as of the
Consummation Date shall constitute a waiver of any conditions not so satisfied.
However, no such waiver shall be deemed to affect the survival of the
representations and warranties of CLC contained in Section 6 hereof.

8.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS. All
representations and warranties of CLC contained in this Agreement shall be true
and correct in all material respects as of the Closing Date and the
Consummation Date as though such representations and warranties had been made
as of that time; all of the terms, covenants and conditions of this Agreement
to be complied with and performed by CLC on or before the Closing Date and the
Consummation Date shall have been duly complied with and performed in all
material respects; and certificates to the foregoing effect dated the Closing
Date and the Consummation Date, respectively, and signed by the President or
any Vice President of CLC shall have been delivered to the Stockholders.

8.2 NO LITIGATION. No action or proceeding before a court or any
other governmental agency or body shall have been instituted or threatened to
restrain or prohibit the purchase and sale of the Company Stock or the IPO or
the consummation of the Other Agreements in a manner that would have a Material
Adverse Effect upon CLC.

8.3 OPINION OF COUNSEL. The Company shall have received an opinion
from counsel for CLC, dated the Closing Date, in the form annexed hereto as
Annex III, and an opinion in a form satisfactory to the Stockholders and their
counsel that the CLC Plan of Organization will qualify as a tax-free transfer
of property under Section 351 of the Code and that the Stockholders will not
recognize gain to the extent the Stockholders exchange stock of the Company for
CLC Stock (but not cash or other property) pursuant to the CLC Plan of
Organization.

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8.4 REGISTRATION STATEMENT. The Registration Statement shall have
been declared effective by the SEC and not subject to any stop order
proceedings and the underwriters named therein shall have agreed to acquire on
a firm commitment basis, subject to the conditions set forth in the
underwriting agreement, on terms such that the aggregate value of the cash and
the number of shares of CLC Stock to be received by the Stockholders is not
less than the Minimum Value set forth on Annex I.

8.5 CONSENTS AND APPROVALS. All necessary consents of and filings
with any governmental authority or agency relating to the consummation of the
transactions contemplated herein shall have been obtained and made and no
action or proceeding shall have been instituted or threatened to restrain or
prohibit the transactions contemplated herein and no governmental agency or
body shall have taken any other action or made any request of Company as a
result of which Company deems it inadvisable to proceed with the transactions
hereunder.

8.6 GOOD STANDING CERTIFICATES. CLC shall have delivered to the
Company a certificate, dated as of a date no later than ten days prior to the
Closing Date, duly issued by the Delaware Secretary of State and in each state
in which CLC is authorized to do business, showing that CLC is in good standing
and authorized to do business and that all state franchise and/or income tax
returns and taxes for CLC for all periods prior to the Closing have been filed
and paid and CLC shall be in good standing in such states on the Closing Date
and the Consummation Date.

8.7 NO MATERIAL ADVERSE CHANGE. No event or circumstance shall have
occurred with respect to CLC which would constitute a Material Adverse Effect.

8.8 CLOSING OF IPO. The closing of the sale of the CLC Stock to the
Underwriters in the IPO shall have occurred simultaneously with the
Consummation Date hereunder.

8.9 SECRETARY'S CERTIFICATE. The Company shall have received a
certificate or certificates, dated the Closing Date and signed by the secretary
of CLC, certifying the truth and correctness of attached copies of CLC's
Certificate of Incorporation (including amendments thereto), By-Laws (including
amendments thereto), and resolutions of the board of directors and, if
required, the stockholders of CLC approving CLC's entering into this Agreement
and the consummation of the transactions contemplated herein.

8.10 EMPLOYMENT AGREEMENTS. Each of the persons listed on Schedule
9.11 shall have been offered an employment agreement substantially in the form
of Annex V hereto.

8.11 BELLMEADE TRANSFER RESTRICTIONS. Bellmeade Capital Partners
L.L.C. and its Affiliates shall have entered into an agreement with CLC
containing substantially the same terms and conditions as are contained in
Section 15.1; provided, however, that transfers to third parties in connection
with any financing of the expenses of the transactions contemplated by this
Agreement and the Registration Statement shall be permitted.

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9. CONDITIONS PRECEDENT TO OBLIGATIONS OF CLC

The obligations of CLC with respect to actions to be taken on the
Closing Date are subject to the satisfaction or waiver on or prior to the
Closing Date of all of the following conditions, except Section 9.12. The
obligations of CLC with respect to actions to be taken on the Consummation
Date are subject to the satisfaction or waiver on or prior to the Consummation
Date of the conditions set forth in Sections 9.1, 9.2, 9.4, 9.7 and 9.12. As of
the Closing Date or, with respect to the conditions set forth in Sections 9.1,
9.2, 9.4, 9.7 and 9.12, as of the Consummation Date, if any such conditions
have not been satisfied, CLC shall have the right to terminate this Agreement,
or waive any such condition, but no such waiver shall be deemed to affect the
survival of the representations and warranties contained in Section 5 hereof.

9.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS. All
the representations and warranties of the Stockholders and the Company
contained in this Agreement shall be true and correct in all material respects
as of the Closing Date and the Consummation Date with the same effect as
though such representations and warranties had been made on and as of such
date; all of the terms, covenants and conditions of this Agreement to be
complied with or performed by the Stockholders and the Company on or before the
Closing Date or the Consummation Date, as the case may be, shall have been
duly performed or complied with in all material respects; and the Stockholders
shall have delivered to CLC certificates dated the Closing Date and the
Consummation Date, respectively, and signed by them to such effect.

9.2 NO LITIGATION. No action or proceeding before a court or any
other governmental agency or body shall have been instituted or threatened to
restrain or prohibit the purchase and sale of the Company Stock or the IPO.

9.3 SECRETARY'S CERTIFICATE. CLC shall have received a certificate,
dated the Closing Date and signed by the secretary of the Company, certifying
the truth and correctness of attached copies of the Company's Certificate of
Incorporation (including amendments thereto), By-Laws (including amendments
thereto), and resolutions of the board of directors and the Stockholders
approving the Company's entering into this Agreement and the consummation of
the transactions contemplated herein.

9.4 NO MATERIAL ADVERSE EFFECT. No event or circumstance shall have
occurred with respect to the Company which would constitute a Material Adverse
Effect, and the Company shall not have suffered any material loss or damages to
any of its properties or assets, whether or not covered by insurance, which
change, loss or damage materially affects or impairs the ability of the Company
to conduct its business.

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9.5 STOCKHOLDERS' RELEASE. The Stockholders shall have delivered to
CLC an instrument dated the Closing Date which shall be effective only upon the
occurrence of the Consummation Date releasing the Company from (i) any and all
claims of the Stockholders against the Company and CLC and (ii) obligations of
the Company and CLC to the Stockholders, except for (x) items specifically
identified on Schedules 5.10, 5.16 as being claims of or obligations to the
Stockholders, (y) continuing obligations to Stockholders relating to their
employment by the Company and (z) obligations arising under this Agreement or
the transactions contemplated herein. In the event that the Consummation Date
does not occur, then the release instrument referenced herein shall be void and
of no further force or effect.

9.6 TERMINATION OF RELATED PARTY AGREEMENTS. Except as set forth on
Schedule 9.6, all existing agreements between the Company and the Stockholders
(and between the Company and entities controlled by the Stockholders) shall
have been canceled effective prior to or as of the Consummation Date.

9.7 OPINION OF COUNSEL. CLC and the Underwriters shall have received
an opinion from Counsel to the Company and the Stockholders, dated the Closing
Date, substantially in the form annexed hereto as Annex IV.

9.8 CONSENTS AND APPROVALS. All necessary consents of and filings
with any governmental authority or agency relating to the consummation of the
transactions contemplated herein shall have been obtained and made; all
consents and approvals of third parties listed on Schedule 5.23 shall have been
obtained; and no action or proceeding shall have been instituted or threatened
to restrain or prohibit the purchase and sale of the Company Stock and no
governmental agency or body shall have taken any other action or made any
request of CLC as a result of which CLC deems it inadvisable to proceed with
the transactions hereunder.

9.9 GOOD STANDING CERTIFICATES. The Company shall have delivered to
CLC a certificate, dated as of a date no earlier than ten days prior to the
Closing Date, duly issued by the appropriate governmental authority in the
State of Incorporation and, unless waived by CLC, in each state in which the
Company is authorized to do business, showing the Company is in good standing
and authorized to do business and that all state franchise and/or income tax
returns and taxes for the Company for all periods prior to the Closing have
been filed and paid.

9.10 REGISTRATION STATEMENT. The Registration Statement shall have
been declared effective by the SEC.

9.11 EMPLOYMENT AGREEMENTS. Each of the persons listed on Schedule
9.11 shall have entered into an employment agreement substantially in the form
of Annex V hereto.

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9.12 CLOSING OF IPO. The closing of the sale of the CLC Stock to the
Underwriters in the IPO shall have occurred simultaneously with the
Consummation Date hereunder and the Stockholders shall have delivered to the
Underwriters such customary closing documents as they may reasonably request.

9.13 FIRPTA CERTIFICATE. Each Stockholder (other than the
stockholders which are foreign entities or foreign residents) shall have
delivered to CLC a certificate to the effect that he is not a foreign person
pursuant to Section 1.1445-2(b) of the Treasury regulations.

9.14 RESIGNATIONS OF DIRECTORS; APPOINTMENT OF OFFICER. Any directors
of the Company, other than those identified on Schedule 2.1, shall have
resigned as directors of the Company. CLC's Chief Financial Officer shall have
been elected a Vice President and Secretary of the Company effective as of the
Consummation Date.

9.15 AMENDMENTS TO CHARTER DOCUMENTS. Any amendments to the Charter
Documents necessary to reduce or increase, as the case may be, the number of
directors of the Company to two shall be in effect as of the Consummation Date.

9.16 REGISTRATION STATEMENT CERTIFICATE. Each Stockholder shall have
delivered to CLC a certificate, in a form satisfactory to CLC, certifying as to
the information provided to CLC and its counsel by the Company and the
Stockholders for inclusion in the Registration Statement.

10. COVENANTS OF CLC AND THE STOCKHOLDERS AFTER CLOSING

10.1 RELEASE FROM GUARANTEES; REPAYMENT OF CERTAIN OBLIGATIONS.
Within one hundred and twenty (120) days of the Consummation Date, CLC shall
use commercially reasonable efforts to have the Stockholders released from any
and all guarantees of the Company's indebtedness, including bond obligations,
identified on Schedule 10.1. In the event that CLC cannot obtain such releases
from the lenders of any such guaranteed indebtedness identified on Schedule
10.1 on or prior to 120 days subsequent to the Consummation Date, CLC shall
promptly pay off or otherwise refinance or retire such indebtedness such that
the Stockholders' personal liability shall be released. CLC will indemnify the
Stockholders against any loss or damage suffered as a result of the personal
guarantees following the Closing Date.

10.2 PRESERVATION OF TAX AND ACCOUNTING TREATMENT. Except as
contemplated by this Agreement or the Registration Statement, after the
Consummation Date, CLC shall not and shall not permit any of its Subsidiaries
to undertake any act that would jeopardize the tax-free status of the exchange
of Company Stock for CLC Stock (but not cash or other property), including
without limitation:

(a) the retirement or reacquisition, directly or indirectly,
of all or part of the CLC Stock issued in connection with the transactions
contemplated herein; or

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(b) the entering into of financial arrangements for the
benefit of the Stockholders other than as described in the Registration
Statement or as described in this Agreement.

10.3 PREPARATION AND FILING OF TAX RETURNS.

(i) The Company, if possible, or otherwise the Stockholders
shall file or cause to be filed all income Tax Returns (federal, state,
local or otherwise) of the Company and its Subsidiaries for all taxable
periods that end on or before the Consummation Date, and shall permit
CLC to review all such Tax Returns prior to such filings except with
respect to information pertaining to members of a consolidated group
other than the Company. Unless the Company is a C corporation, the
Stockholders shall pay or cause to be paid all Tax liabilities (in
excess of all amounts already paid with respect thereto or properly
accrued or reserved with respect thereto on the Company Financial
Statements) shown by such Returns to be due.

(ii) CLC shall file or cause to be filed all separate Returns
of, or that include, the Company and its Subsidiaries for all taxable
periods ending after the Consummation Date.

(iii) Each party hereto shall, and shall cause its subsidiaries
and Affiliates to, provide to each of the other parties hereto such
cooperation and information as any of them reasonably may request in
filing any Return, amended Return or claim for refund, determining a
liability for Taxes or a right to refund of Taxes or in conducting any
audit or other proceeding in respect of Taxes. Such cooperation and
information shall include providing copies of all relevant portions of
relevant Returns, together with relevant accompanying schedules and
relevant work papers, relevant documents relating to rulings or other
determinations by Taxing Authorities and relevant records concerning the
ownership and Tax basis of property, which such party may possess. Each
party shall make its employees reasonably available on a mutually
convenient basis at its cost to provide explanation of any documents or
information so provided. Subject to the preceding sentence, each party
required to file Returns pursuant to this Agreement shall bear all costs
of filing such Returns.

(iv) Each of the Company, CLC and each Stockholder shall
comply with the tax reporting requirements of Section 1.351-3 of the
Treasury Regulations promulgated under the Code, and treat the
transaction as a tax-free contribution under Section 351(a) of the Code
subject to gain, if any, recognized on the receipt of cash or other
property under Sections 351(b) or 357(c) of the Code.

10.4 DIRECTORS. The persons named in the Registration Statement shall
be appointed as directors and elected as officers of CLC, as and to the extent
set forth in the Registration Statement, promptly following the Consummation
Date.

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10.5 PRESERVATION OF EMPLOYEE BENEFIT PLANS. Following the
Consummation Date, CLC shall not terminate any health insurance, life insurance
or 401(k) plan in effect at the Company until such time as CLC is able to
replace such plan with a plan that is applicable to CLC and all of its then
existing subsidiaries, provided that CLC shall have no obligation to provide
replacement plans that have the same terms and provisions as the existing
plans, provided, further, that any new health insurance plan shall provide for
coverage for preexisting conditions.

11. INDEMNIFICATION

The Stockholders and CLC each make the following covenants that are
applicable to them, respectively:

11.1 GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders
covenant and agree that they, jointly and severally, will indemnify, defend,
protect and hold harmless CLC and the Company at all times, from and after the
date of this Agreement until the Expiration Date (provided that for purposes of
Section 11.1(iii) below, the Expiration Date shall be the date on which the
applicable statute of limitations expires), from and against all claims,
damages (including consequential, punitive or exemplary), actions, suits,
proceedings, demands, assessments, adjustments, costs and expenses (including
specifically, but without limitation, reasonable attorneys' fees, consulting
fees and expenses of investigation and environmental response) incurred by CLC
and the Company as a result of or arising from (i) any breach of the
representations and warranties of the Stockholders or the Company set forth
herein or on the schedules or certificates delivered in connection herewith,
except for the representations and warranties of the Stockholders set forth in
Section 5.13 and Schedule 5.13, if any, (ii) any breach of any agreement on the
part of the Stockholders or the Company under this Agreement, or (iii) any
liability under the 1933 Act, the 1934 Act or other Federal or state law or
regulation, at common law or otherwise, arising out of or based upon any untrue
statement or alleged untrue statement of a material fact relating to the
Company or the Stockholders which was based upon and in conformity with
information provided in writing to CLC or its counsel by the Company or the
Stockholders expressly for use in the Registration Statement or any prospectus
forming a part thereof and is contained in the Registration Statement or any
prospectus forming a part thereof, or any amendment thereof or supplement
thereto, or arising out of or based upon any omission or alleged omission to
state therein a material fact relating to the Company or the Stockholders
required to be stated therein or necessary to make the statements therein not
misleading to the extent such omission or alleged omission is based upon the
failure of the Company or the Stockholders to provide to CLC the information
containing that fact in any Schedule hereto or otherwise to provide the
information to CLC in writing, but such indemnity shall not inure to the
benefit of CLC or the Company to the extent that such untrue statement (or
alleged untrue statement) was made in, or omission (or alleged omission)
occurred in, any preliminary prospectus and the Stockholders provided, in
writing, corrected information to CLC counsel and to CLC for inclusion in the
final prospectus, and such information was not so included or properly
delivered, and provided further, that no Stockholder shall be liable for any
indemnification obligation pursuant to this Section 11.1 to the extent solely
attributable to a breach of any representation, warranty or agreement made
herein individually by any other Stockholder.

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CLC acknowledges and agrees that other than the representations and
warranties of the Company or the Stockholders specifically contained in this
Agreement, there are no representations or warranties of the Company or the
Stockholders, either express or implied, with respect to the transactions
contemplated by this Agreement, the Company or its assets, liabilities and
business.

CLC and the Company further acknowledge and agree that their sole and
exclusive remedy with respect to any and all claims relating to this Agreement
and the transactions contemplated in this Agreement, shall be pursuant to the
indemnification provisions set forth in this Section 11. CLC and the Company
hereby waive to the fullest extent permitted under applicable law, any and all
other rights, claims and causes of action they or any indemnified person may
have against the Company or any Stockholder relating to this Agreement or the
transactions arising under or based upon any federal, state, local or foreign
statute, law, rule, regulation or otherwise.

11.2 ENVIRONMENTAL INDEMNIFICATION BY THE STOCKHOLDERS.

(a) The sole indemnity obligations of the Stockholders with respect
to any Environmental Liability are set forth in this Section
11.2. CLC has retained XXX Xxxxxxx Xxxxxxxx-Xxxxx
("Xxxxxxxx-Xxxxx") to prepare a phase I environmental assessment
of the properties and facilities of the Company (the
"Xxxxxxxx-Xxxxx Assessment"). CLC will provide the Stockholders
a copy of the Xxxxxxxx-Xxxxx Assessment promptly after it is
received by CLC. Based on the Xxxxxxxx-Xxxxx Assessment and
other information known to the Stockholders and CLC, the
Stockholders and CLC will prepare Schedule 11.2, which schedule
shall list (i) conditions existing as of the Consummation Date on
the Company's properties or facilities that require or would
require Environmental Response Measures as of the Consummation
Date if all facts were made known to the governmental agency
without regard to any historic contamination defense, (ii)
violations of Environmental Law by the Company occurring prior to
the Consummation Date, and (iii) other Environmental Liabilities
of the Company or conditions existing prior to the Consummation
Date that require or would require Environmental Response
Measures as of the Consummation Date if all facts were made known
to a governmental agency without regard to any historic
contamination defense (collectively referred to as the "Scheduled
Environmental Liabilities").

(b) The Stockholders covenant and agree that they, jointly and
severally, will indemnify, defend, protect and hold harmless CLC
and the Company from and after the Consummation Date from and
against:

(i) any and all Scheduled Environmental Liabilities, as set
forth on Schedule 11.2 to this Agreement; and

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(ii) any and all Environmental Liabilities, other than those
described in and covered by Section 11.2(b)(i), arising
from or incurred in connection with the business
operations of the Company prior to the Consummation Date.

(c) Notwithstanding the foregoing, Stockholders shall have no
obligation to indemnify CLC and the Company pursuant to Section
11.2(b)(ii) until the aggregate amount of Environmental
Liabilities sustained by such companies for which indemnification
would be provided under Section 11.2(b)(ii) exceeds on a
cumulative basis $100,000 (the "Basket Amount"). After the Basket
Amount has been exceeded, the Stockholders shall indemnify CLC
and the Company for 50% of the next $400,000 of Environmental
Liabilities sustained by such companies that are subject to
indemnification under Section 11.2(b)(ii) and for 100% of such
Environmental Liabilities in excess of $500,000. Further, the
indemnity obligation of the Stockholders under Section
11.2(b)(ii) shall only apply to Environmental Liabilities for
which a notice of claim is provided to the Stockholders by CLC
within five years of the Consummation Date.

(d) The aggregate liability of the Stockholders pursuant to this
Section 11.2, exclusive of Environmental Insurance proceeds
applied pursuant to Section 11.2(e), shall not exceed the lesser
of $5.0 million or 40% of the Acquisition Consideration.

(e) CLC, the Company and the Stockholders (collectively referred to
as the "Insuring Parties") shall secure environmental legal
liability insurance and environmental pollution insurance for
unknown conditions ("Environmental Insurance") as follows:

(i) The insurance shall be a term of five years from the
Consummation Date, shall provide coverage of $25.0 million
per incident and aggregate coverage of $70.0 million, and
shall have a deductible of $25,000 per incident.

(ii) CLC shall pay 75% of the insurance premiums payable for
the Environmental Insurance, and the Stockholders and the
Stockholders of the Other Founding Companies shall pay the
remaining 25% of such insurance premiums. The obligation
of the Stockholders and the stockholders of the Other
Founding Companies to pay the insurance premium under this
section shall be allocated among such parties based upon
an allocation to be determined by the Stockholders and the
stockholders of the Other Founding Companies and
communicated in writing by such parties to CLC prior to
the Closing. The Stockholders agree that the portion of
the insurance premium payable by them may be withheld by
CLC from the cash portion of the Acquisition Consideration
payable to them.

(iii) The insurance shall cover risks from inception of the
Company's business forward through the term of the
insurance. The Insuring Parties shall

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cooperate fully in complying with insurance underwriting
requirements. The Stockholders shall be named insureds
under the Environmental Insurance.

The amount of any Environmental Insurance proceeds shall be
applied to reduce the loss that is subject to indemnification
under this Section 11.2, but the Environmental Insurance proceeds
shall not serve to reduce the aggregate liability of the
Stockholders pursuant to this Section 11.2 nor to otherwise
modify the indemnification obligations. Any Environmental
Insurance proceeds shall not serve to reduce the Basket Amount
threshold. In the event of a coverage dispute or other
insurance-related litigation, the Insuring Parties other than the
Stockholders shall be entitled to control any such dispute, and
shall incur the expenses related to such dispute, if the dispute
does not concern an Environmental Liability that would be
indemnifiable by the Stockholders under Section 11.2(b). If the
coverage dispute or other insurance-related litigation concerns
an Environmental Liability that would be indemnifiable by the
Stockholders under Section 11.2(b), the Insuring Parties shall
cooperate in the prosecution and resolution of such dispute and
the Insuring Parties shall pay the expenses related to such
dispute in proportion to their projected recovery on the claim.
The expenses related to such dispute shall not be treated as an
Environmental Liability covered by Section 11.2(b)(ii) of this
Agreement.

(f) If the actions of any person other than the Stockholders after
the Closing Date contribute to an Environmental Liability for
which Stockholders are required to indemnify CLC or the Company
pursuant to this Section 11.2, Stockholders' obligations to
indemnify CLC and the Company shall be reduced only to the extent
that such contribution actually increased the cost of
Environmental Response Measures.

(g) The Environmental Response Measures shall be designed consistent
with the industrial use of the property and shall take advantage
of any applicable risk reduction principles (including voluntary
compliance or voluntary cleanup programs) designed to mitigate
costs.

(h) "Environmental Liability" or "Environmental Liabilities" shall
mean all claims, damages, actions, suits, proceedings, demands,
assessments, judgments, decrees, consent orders, unilateral
administrative orders, settlements, natural resource damage
claims and assessments, governmental oversight costs, orphan
shares, notices of violation, notices of deficiencies, financial
assurances, permit fees, discharge or emission fees, civil and
criminal penalties, adjustments, costs and expenses (including
specifically, but without limitation, reasonable attorneys' fees,
consulting fees and expenses of investigation and environmental
response whatsoever) incurred by or demanded from CLC and/or the
Company (i) to comply with a requirement of Environmental Law,
(ii) to correct a violation of Environmental Law, or (iii) to
respond to an order, demand or other claim of a governmental
entity or any party

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other than CLC or the Company under any Environmental Law. No
indemnity is granted for lost profits, salaries and
administration costs (other than those necessary to address the
condition or violation), capital improvements (other than those
associated with remediation activities), financing obligations,
and consequential, special or punitive damages other than
consequential, special or punitive damages recovered by a third
party.

(i) In consideration for the agreements of the Parties to indemnify
and defend the others in the manner provided in this agreement,
each Party hereby releases, acquits, and forever discharges the
others from any claim, demand or cause of action it may have
against the others for right of contribution or cost recovery
provided under any Environmental Law, except as expressly set
forth in this Section 11.2; provided, however, that (i) this
release shall not affect in any way any Party's liability for
contribution or cost recovery to any third party; and (ii) this
release shall be inoperative and void in the event of fraud or
willful misconduct. To the extent the parties actually pay any
Environmental Response Measure for which a claim for
contribution, reimbursement or other similar action against any
third party may lie, the parties hereby mutually cross-assign and
convey such contribution, reimbursement or other similar claim to
the party making such payment.

(j) CLC and the Company, jointly and severally, will indemnify,
defend, protect and hold harmless the Stockholders from and after
the Closing Date from and against any and all Environmental
Liabilities arising from or incurred in connection with the
business operations of the Company, except to the extent the
Stockholders are required to indemnify CLC and the Company for
such Environmental Liabilities pursuant to this Section 11.2;
provided, however, that this indemnity shall be null and void in
the event of fraud or willful misconduct on the part of the
Stockholder(s).

11.3 INDEMNIFICATION BY CLC. CLC covenants and agrees that it will
indemnify, defend, protect and hold harmless the Stockholders at all times from
and after the date of this Agreement until the Expiration Date, from and
against all claims, damages (including consequential, punitive or exemplary),
actions, suits, proceedings, demands, assessments, adjustments, costs and
expenses (including specifically, but without limitation, reasonable attorneys'
fees and expenses of investigation) incurred by the Stockholders as a result of
or arising from (i) any breach by CLC of their representations and warranties
set forth herein or on the schedules or certificates attached hereto, (ii) any
breach of any agreement on the part of CLC under this Agreement; or (iii) any
liability under the 1933 Act, the 1934 Act or other Federal or state law or
regulation, at common law or otherwise, arising out of or based upon any untrue
statement or alleged untrue statement of a material fact relating to CLC or any
of the Other Founding Companies contained in any preliminary prospectus, the
Registration Statement or any prospectus forming a part thereof, or any
amendment thereof or supplement thereto, or arising out of or based upon any
omission or alleged omission to state therein a material fact relating to CLC
or any of the Other Founding Companies required to be stated therein or
necessary to make the statements therein not misleading, except to the extent
such

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relates to information provided in writing by either the Company or the
Stockholders specifically for inclusion in the Registration Statement.

11.4 THIRD PERSON CLAIMS. Promptly after any party hereto
(hereinafter the "Indemnified Party") has received notice of or has knowledge
of any claim by a person not a party to this Agreement ("Third Person"), or the
commencement of any action or proceeding by a Third Person, the Indemnified
Party shall, as a condition precedent to a claim with respect thereto being
made against any party obligated to provide indemnification pursuant to Section
11.1, 11.2, 11.3 or 11.7 hereof (hereinafter the "Indemnifying Party"), give
the Indemnifying Party written notice of such claim or the commencement of such
action or proceeding. Such notice shall state the nature and the basis of such
claim and a reasonable estimate of the amount thereof. The Indemnifying Party
shall have the right to defend and settle, at its own expense and by its own
counsel, any such matter so long as the Indemnifying Party pursues the same in
good faith and diligently, provided that the Indemnifying Party shall not
settle any criminal proceeding without the written consent of the Indemnified
Party. If the Indemnifying Party undertakes to defend or settle, it shall
promptly notify the Indemnified Party of its intention to do so, and the
Indemnified Party shall cooperate with the Indemnifying Party and its counsel
in the defense thereof and in any settlement thereof. Such cooperation shall
include, but shall not be limited to, furnishing the Indemnifying Party with
any books, records or information reasonably requested by the Indemnifying
Party that are in the Indemnified Party's possession or control. All
Indemnified Parties shall use the same counsel, which shall be the counsel
selected by Indemnifying Party, provided that if counsel to the Indemnifying
Party shall have a conflict of interest that prevents counsel for the
Indemnifying Party from representing Indemnified Party, Indemnified Party shall
have the right to participate in such matter through counsel of its own
choosing and Indemnifying Party will reimburse the Indemnified Party for the
reasonable expenses of its counsel. After the Indemnifying Party has notified
the Indemnified Party of its intention to undertake to defend or settle any
such asserted liability, and for so long as the Indemnifying Party diligently
pursues such defense, the Indemnifying Party shall not be liable for any
additional legal expenses incurred by the Indemnified Party in connection with
any defense or settlement of such asserted liability, except (i) as set forth
in the preceding sentence and (ii) to the extent such participation is
requested by the Indemnifying Party, in which event the Indemnified Party shall
be reimbursed by the Indemnifying Party for reasonable additional legal
expenses and out-of-pocket expenses. If the Indemnifying Party desires to
accept a final and complete settlement of any such Third Person claim and the
Indemnified Party refuses to consent to such settlement, then the Indemnifying
Party's liability under this Section with respect to such Third Person claim
shall be limited to the amount so offered in settlement by said Third Person.
Upon agreement as to such settlement between said Third Person and the
Indemnifying Party, the Indemnifying Party shall, in exchange for a complete
release from the Indemnified Party, promptly pay to the Indemnified Party the
amount agreed to in such settlement and the Indemnified Party shall, from that
moment on, bear full responsibility for any additional costs of defense which
it subsequently incurs with respect to such claim and all additional costs of
settlement or judgment. If the Indemnifying Party does not undertake to defend
such matter to which the Indemnified Party is entitled to indemnification
hereunder, or fails diligently to pursue such defense, the Indemnified Party
may undertake such defense through counsel of its choice, at the cost and
expense of the Indemnifying Party, and the

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Indemnified Party may settle such matter, and the Indemnifying Party shall
reimburse the Indemnified Party for the settlement and any other liabilities or
expenses incurred by the Indemnified Party in connection therewith, provided,
however, that under no circumstances shall the Indemnified Party settle any
Third Person claim without the written consent of the Indemnifying Party, which
consent shall not be unreasonably withheld or delayed. All settlements
hereunder shall effect a complete release of the Indemnified Party, unless the
Indemnified Party otherwise agrees in writing.

11.5 EXCLUSIVE REMEDY. The indemnification provided for in this
Section 11 shall (except as prohibited by ERISA) be the exclusive remedy in any
action seeking damages or any other form of monetary relief brought by any
party to this Agreement against another party, provided that, nothing herein
shall be construed to limit the right of a party, in a proper case, to seek
injunctive relief for a breach of this Agreement.

11.6 LIMITATIONS ON INDEMNIFICATION. CLC and the other persons or
entities indemnified pursuant to Section 11.1 shall not assert any claim for
indemnification pursuant to Section 11.1 against the Stockholders until such
time as the aggregate of all claims which such persons may have against such
Stockholders pursuant to Section 11.1 shall exceed one percent of the sum of
(i) the cash paid to the Stockholders pursuant to Section 3.1 and (ii) the
value of the CLC Stock delivered to the Stockholders pursuant to Section 3.1
valued at the initial public offering price as set forth in the Registration
Statement, and then only to the extent of claims in excess of such sum.
Stockholders shall not assert any claim for indemnification under Section 11.3
against CLC until such time as the aggregate of all claims which Stockholders
may have against CLC shall exceed $100,000.

No person shall be entitled to indemnification under this Section 11 if
and to the extent that such person's claim for indemnification is directly or
indirectly related to a breach by such person of any representation, warranty,
covenant or other agreement set forth in this Agreement.

The Stockholders may pay any indemnification obligation under Section 11
with cash or a combination of cash and CLC Stock; provided that the percentage
of the obligation satisfied with CLC Stock does not exceed the percentage of
the CLC Stock comprising the total Acquisition Consideration received by the
Stockholder paying such indemnification obligation (i.e., the percentage of the
obligation payable in CLC Stock will be determined on a Stockholder by
Stockholder basis using the Acquisition Consideration received by the
Stockholder in question). For the purpose of crediting Stockholders for
payments made pursuant to this Section 11 in CLC Stock, the CLC Stock shall be
valued at the greater of (i) the initial public offering price as set forth in
the Registration Statement and (ii) the average of the closing prices of the
CLC Stock (rounded to the nearest one thousandth) on the twenty trading days
preceding the date on which the indemnification obligation is paid by the
Stockholder, as reported in The Wall Street Journal.

No Stockholder shall be liable under this Section 11 for an aggregate
amount which exceeds the Acquisition Consideration received by such Stockholder
in connection with the purchase and sale of the Company Stock. For purposes of
calculating the value of the CLC Stock paid to the

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Stockholders as Acquisition Consideration to determine the aggregate amount of
the indemnity obligations of any Stockholder, the CLC Stock shall be valued at
the initial public offering price as set forth in the Registration Statement.
Notwithstanding any other term of this Agreement, CLC shall not be liable under
this Section 11 for an amount which exceeds the amount of Acquisition
Consideration (valued using the initial public offering price as set forth in
the Registration Statement) paid to the Stockholders in connection with the
purchase and sale of the Company Stock.

The limitations set forth in this Section 11.6 shall apply to all
breaches of representations, warranties or covenants except for those
representations and warranties set forth in Sections 5.3, 5.22 and 5.29(c).

The parties hereto will make appropriate adjustments for insurance
proceeds and tax benefits actually received by CLC and/or the Company in
determining the amount of any indemnification obligation in this Section 11.

12. TERMINATION OF AGREEMENT

12.1 TERMINATION. This Agreement may be terminated at any time prior
to the Consummation Date solely:

(i) by mutual consent of the boards of directors of CLC and
the Company;

(ii) by the Stockholders or the Company (acting through its
board of directors), on the one hand, or by CLC (acting through its
board of directors), on the other hand, if the transactions contemplated
by this Agreement to take place at the Closing shall not have been
consummated by November 30, 1998, unless the failure of such
transactions to be consummated is due to the willful failure of the
party seeking to terminate this Agreement to perform any of its
obligations under this Agreement to the extent required to be performed
by it prior to or on the Consummation Date;

(iii) by the Stockholders or the Company, on the one hand, or by
CLC, on the other hand, if a material breach or default shall be made by
the other party in the observance or in the due and timely performance
of any of the covenants or agreements contained herein, and the curing
of such default shall not have been made on or before the Consummation
Date or by the Stockholders or the Company, if the conditions set forth
in Section 8 hereof have not been satisfied or waived as of the Closing
Date or the Consummation Date, as applicable, or by CLC, if the
conditions set forth in Section 9 hereof have not been satisfied or
waived as of the Closing Date or the Consummation Date, as applicable;
or

(iv) pursuant to Section 4 hereof.

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12.2 LIABILITIES IN EVENT OF TERMINATION. Except as provided in
Section 7.7, the termination of this Agreement will in no way limit any
obligation or liability of any party based on or arising from a breach or
default by such party with respect to any of its representations, warranties,
covenants or agreements contained in this Agreement including, but not limited
to, legal and audit costs and out of pocket expenses.

13. NONCOMPETITION

13.1 PROHIBITED ACTIVITIES. Except for the activities of the
Stockholders and their Affiliates as set forth in Schedule 13.1 (which shall be
deemed to be permitted activities under this Section 13.1), the Stockholders
will not, without the prior written consent of CLC, for a period of five (5)
years following the Consummation Date, for any reason whatsoever, directly or
indirectly, for themselves or on behalf of or in conjunction with any other
person, persons, company, partnership, corporation or business of whatever
nature:

(i) engage, as an officer, director, shareholder, owner,
partner, joint venturer, or in a managerial capacity, whether as an
employee, independent contractor, consultant or advisor, or as a sales
representative, in any business or operation selling any products or
services in direct competition with any products or services sold by CLC
or any of the subsidiaries thereof, within 100 miles of where any
Company entity conducted business prior to the Effective Time (the
"Territory");

(ii) call upon any person who is, at that time, within the
Territory, an employee of CLC or any subsidiary thereof in a sales
representative or managerial capacity for the purpose or with the intent
of enticing such employee away from or out of the employ of CLC or any
subsidiary thereof;

(iii) call upon any person or entity which is, at that time, or
which has been, within one (1) year prior to the Consummation Date, a
customer of CLC or any subsidiary thereof, of the Company or of any of
the Other Founding Companies within the Territory for the purpose of
soliciting or selling products or services in direct competition with
any products or services sold by CLC or any subsidiary thereof within
the Territory;

(iv) call upon any prospective acquisition candidate, on any
Stockholder's own behalf or on behalf of any competitor which candidate
was, to the actual knowledge of such Stockholder after reasonable
inquiry, either called upon by CLC or any subsidiary thereof or for
which CLC or any subsidiary thereof made an acquisition analysis, for
the purpose of acquiring such entity; or

(v) disclose customers, whether in existence or proposed, of
the Company to any person, firm, partnership, corporation or business
for any reason or purpose whatsoever except to the extent that the
Company has in the past disclosed such information to the public for
valid business reasons.

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Notwithstanding the above, the foregoing covenant shall not be deemed to
prohibit any Stockholder from acquiring as a passive investment (i) not more
than two percent (2%) of the capital stock of a competing business whose stock
is traded on a national securities exchange, the NASDAQ Stock Market or on an
over-the-counter or similar market, or (ii) not more than five percent (5%) of
the capital stock of a competing business whose stock is not publicly traded.

13.2 DAMAGES. Because of the difficulty of measuring economic losses
to CLC as a result of a breach of the covenant set forth in Section 13.1, and
because of the immediate and irreparable damage that could be caused to CLC for
which it would have no other adequate remedy, each Stockholder agrees that the
covenant set forth in Section 13.1 may be enforced by CLC, in the event of
breach by such Stockholder, by injunctions and restraining orders.

13.3 REASONABLE RESTRAINT. It is agreed by the parties hereto that
the foregoing covenants in this Section 13 impose a reasonable restraint on the
Stockholders in light of the activities and business of CLC and the
subsidiaries thereof on the date of the execution of this Agreement and the
current plans of CLC; but it is also the intent of CLC and the Stockholders
that such covenants be construed and enforced in accordance with the changing
activities, business and locations of CLC and its subsidiaries throughout the
term of this covenant.

13.4 SEVERABILITY; REFORMATION. The covenants in this Section 13 are
severable and separate, and the unenforceability of any specific covenant shall
not affect the provisions of any other covenant. Moreover, in the event any
court of competent jurisdiction shall determine that the scope, time or
territorial restrictions set forth are unreasonable, then it is the intention
of the parties that such restrictions be enforced to the fullest extent which
the court deems reasonable, and the Agreement shall thereby be reformed.

13.5 INDEPENDENT COVENANT. All of the covenants in this Section 13
shall be construed as an agreement independent of any other provision in this
Agreement, and the existence of any claim or cause of action of any Stockholder
against CLC or any subsidiary thereof, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by CLC of such
covenants. It is specifically agreed that the period of five (5) years stated
at the beginning of this Section 13, during which the agreements and covenants
of each Stockholder made in this Section 13 shall be effective, shall be
computed by excluding from such computation any time during which such
Stockholder is in violation of any provision of this Section 13. The covenants
contained in Section 13 shall not be affected by any breach of any other
provision hereof by any party hereto and shall have no effect if the
transactions contemplated in this Agreement are not consummated.

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13.6 MATERIALITY. The Company and the Stockholders hereby agree that
this covenant is a material and substantial part of this transaction.

14. NONDISCLOSURE OF CONFIDENTIAL INFORMATION

14.1 STOCKHOLDERS. The Stockholders recognize and acknowledge that
they had in the past, currently have, and in the future may possibly have,
access to certain confidential information of the Company, the Other Founding
Companies, and/or CLC, such as operational policies, customer lists, and
pricing and cost policies that are valuable, special and unique assets of the
Company's, the Other Founding Companies' and/or CLC's respective businesses.
The Stockholders agree that they will not disclose such confidential
information to any person, firm, corporation, association or other entity for
any purpose or reason whatsoever, except (a) to authorized representatives of
CLC, provided that such representatives agree to the confidentiality provisions
of this Section 14.1, (b) following the Closing, such information may be
disclosed by the Stockholders as is required in the course of performing their
duties for CLC or the Company and (c) to counsel and other advisers, provided
that such advisers (other than counsel) agree to the confidentiality provisions
of this Section 14.1, unless (i) such information becomes known to the public
generally through no fault of the Stockholders, (ii) disclosure is required by
law or the order of any governmental authority under color of law, provided,
that prior to disclosing any information pursuant to this clause (ii), the
Stockholders shall, if possible, give prior written notice thereof to CLC and
provide CLC with the opportunity to contest such disclosure, or (iii) the
disclosing party reasonably believes that such disclosure is required in
connection with the defense of a lawsuit against the disclosing party. In the
event of a breach or threatened breach by any of the Stockholders of the
provisions of this Section, CLC shall be entitled to an injunction restraining
such Stockholders from disclosing, in whole or in part, such confidential
information. Nothing herein shall be construed as prohibiting CLC from
pursuing any other available remedy for such breach or threatened breach,
including the recovery of damages. In the event the transactions contemplated
in this Agreement are not consummated, Stockholders shall have none of the
above-mentioned restrictions on their ability to disseminate confidential
information with respect to the Company.

14.2 CLC. CLC recognizes and acknowledges that it had in the past and
currently has access to certain confidential information of the Company and the
Stockholders, such as operational policies, and pricing and cost policies that
are valuable, special and unique assets of the Company's business. CLC agrees
that, prior to the Closing, or if the transactions contemplated in this
Agreement are not consummated, it will not disclose such confidential
information to any person, firm, corporation, association or other entity for
any purpose or reason whatsoever, except (a) to authorized representatives of
the Company, provided that such representatives agree to the confidentiality
provisions of this Section 14.2, (b) to counsel and other advisers, provided
that such advisers (other than counsel) agree to the confidentiality provisions
of this Section 14.2, (c) to the Other Founding Companies and their
representatives pursuant to Section 7.1(a), unless (i) such information becomes
known to the public generally through no fault of CLC, (ii) disclosure is
required by law or the order of any governmental authority under color of law,
provided, that prior to disclosing any information pursuant to this clause
(ii), CLC shall, if possible, give prior written notice thereof to the Company
and the Stockholders and provide the Company and the Stockholders

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with the opportunity to contest such disclosure, or (iii) the disclosing party
reasonably believes that such disclosure is required in connection with the
defense of a lawsuit against the disclosing party, and (d) to the public to the
extent necessary or advisable in connection with the filing of the Registration
Statement and the IPO and the securities laws applicable thereto and to the
operation of CLC as a publicly held entity after the IPO. In the event of a
breach or threatened breach by CLC of the provisions of this Section, the
Company and the Stockholders shall be entitled to an injunction restraining CLC
from disclosing, in whole or in part, such confidential information. Nothing
herein shall be construed as prohibiting the Company and the Stockholders from
pursuing any other available remedy for such breach or threatened breach,
including the recovery of damages.

14.3 DAMAGES. Because of the difficulty of measuring economic losses
as a result of the breach of the foregoing covenants in Section 14.1 and 14.2,
and because of the immediate and irreparable damage that would be caused for
which they would have no other adequate remedy, the parties hereto agree that,
in the event of a breach by any of them of the foregoing covenants, the
covenant may be enforced against the other parties by injunctions and
restraining orders.

14.4 SURVIVAL. The obligations of the parties under this Article 14
shall survive the termination of this Agreement.

15. TRANSFER RESTRICTIONS

15.1 TRANSFER RESTRICTIONS. Unless otherwise agreed by CLC, except
for transfers to other persons who have agreed to be bound by the restrictions
set forth in this Section 15.1 or transfers to family members who agree to be
bound by the restrictions set forth in this Section 15.1 (or trusts or family
limited partnerships for the benefit of the Stockholders or family members, or
trusts in which a Stockholder is both the grantor and the beneficiary, the
trustees of which so agree), for a period of two years from the Closing, except
pursuant to Sections 11.6 and 17 hereof, none of the Stockholders shall offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, or otherwise transfer or dispose of, directly or indirectly, any
shares of CLC Stock or any securities convertible into or exercisable or
exchangeable for CLC Stock (including, without limitation, shares of CLC Stock
or securities convertible into or exercisable or exchangeable for CLC Stock
which may be deemed to be beneficially owned by the undersigned in accordance
with the rules and regulations of the Securities and Exchange Commission by
virtue of the undersigned's power to dispose, or direct the disposition of,
such shares or securities). The certificates evidencing the CLC Stock
delivered to the Stockholders pursuant to Section 3 of this Agreement will bear
a legend substantially in the form set forth below and containing such other
information as CLC may deem necessary or appropriate:

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED,
EXCHANGED, TRANSFERRED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED OF WITHOUT
THE WRITTEN CONSENT OF THE ISSUER OR PURSUANT TO CERTAIN LIMITED EXCEPTIONS
CONTAINED IN SECTION 15.1

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TO THAT CERTAIN STOCK PURCHASE AGREEMENT AMONG CLC, AND THE
STOCKHOLDERS OF DATED JULY 20, 1998, AND THE ISSUER SHALL NOT BE
REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, ASSIGNMENT, EXCHANGE, TRANSFER,
DISTRIBUTION, APPOINTMENT OR OTHER DISPOSITION PRIOR TO [INSERT THE ACTUAL
SECOND ANNIVERSARY OF CLOSING DATE] EXCEPT FOR THE ABOVE-REFERENCED LIMITED
EXCEPTIONS. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE
ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH
THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.

16. FEDERAL SECURITIES ACT REPRESENTATIONS

16.1 COMPLIANCE WITH LAW. The Stockholders acknowledge that the
shares of CLC Stock to be delivered to the Stockholders pursuant to this
Agreement have not been and will not be registered under the 1933 Act (except
as provided in Section 17 hereof) and therefore may not be resold without
compliance with the 1933 Act. The CLC Stock to be acquired by such
Stockholders pursuant to this Agreement is being acquired solely for their own
respective accounts, for investment purposes only, and with no present
intention of distributing, selling or otherwise disposing of it in connection
with a distribution. The Stockholders covenant, warrant and represent that
none of the shares of CLC Stock issued to such Stockholders will be offered,
sold, assigned, pledged, hypothecated, transferred or otherwise disposed of
except after full compliance with all of the applicable provisions of the 1933
Act and the rules and regulations of the SEC or pursuant to exceptions
therefrom. All the CLC Stock shall bear the following legend in addition to
the legend required under Section 15 of this Agreement:

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE "ACT") AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER
HEREOF COMPLIES WITH THE ACT AND APPLICABLE SECURITIES LAW OR SUCH SHARES ARE
SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION THEREFROM.

16.2 ECONOMIC RISK; SOPHISTICATION. The Stockholders are able to bear
the economic risk of an investment in the CLC Stock to be acquired pursuant to
this Agreement and can afford to sustain a total loss of such investment. Each
Stockholder has substantial knowledge and experience in making investment
decisions of this type (or is relying on qualified purchaser representatives
with such knowledge and experience in making this decision), and is capable,
either individually or with such purchaser representatives, of evaluating the
merits and risks of this investment. The Stockholders party hereto have had an
adequate opportunity to ask questions and receive answers from the officers of
CLC concerning any and all matters relating to the transactions described
herein including, without limitation, the background and experience of the
current and proposed officers and directors of CLC, the plans for the
operations of the business of CLC, the business, operations and financial
condition of the Founding Companies other than the Company, and any plans for

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additional acquisitions and the like. The Stockholders have asked any and all
questions in the nature described in the preceding sentence and all questions
have been answered to their satisfaction. Except as set forth on Schedule
16.2, each Stockholder is an "accredited investor" as defined in Rule 501 of
the 1933 Act.

17. REGISTRATION RIGHTS

17.1 PIGGYBACK REGISTRATION RIGHTS. At any time following the
Consummation Date, whenever CLC proposes to register any CLC Stock for its own
or others account under the 1933 Act for a public offering, other than (i) any
shelf or other registration of shares to be used as consideration for
acquisitions of additional businesses by CLC and (ii) registrations relating to
employee benefit plans, CLC shall give each of the Stockholders written notice
of its intent to do so. Upon the written request of any of the Stockholders
given within 10 days after receipt of such notice, CLC shall cause to be
included in such registration all of the CLC Stock issued to such Stockholders
pursuant to this Agreement (including any stock issued as or issuable upon the
conversion or exchange of any convertible security, warrant, right or other
security which is issued by CLC as a stock split, dividend or other
distribution with respect to, or in exchange for, or in replacement of such CLC
Stock) which any such Stockholder requests, other than shares of CLC Stock
which may be sold under Rule 144(k) (or any similar or successor provision)
promulgated under the 1933 Act, and other than shares of CLC Stock that have
been theretofore sold by the Stockholder in accordance with the 1933 Act,
provided that CLC shall have the right to reduce pro rata the number of shares
of each Selling Stockholder included in such registration to the extent that
inclusion of such shares could, in the written opinion of tax counsel to CLC or
its independent auditors, jeopardize the status of the transactions
contemplated hereby and by the Registration Statement as a tax-free
organization under Section 351 of the Code. In addition, if CLC is advised in
writing in good faith by any managing underwriter of an underwritten offering
of the securities being offered pursuant to any registration statement under
this Section 17.1 that the number of shares to be sold by persons other than
CLC is greater than the number of such shares which can be offered without
adversely affecting the success of the offering, CLC may reduce pro rata (among
the Stockholders and all other selling security holders in the offering) the
number of shares offered for the accounts of such persons (based upon the
number of shares held by such person) to a number deemed satisfactory by such
managing underwriter.

17.2 REGISTRATION PROCEDURES. Whenever CLC is required to register
shares of CLC Stock pursuant to Sections 17.1, CLC will, as expeditiously as
possible:

(i) Prepare and file with the SEC a registration statement
with respect to such shares and use commercially reasonable efforts to
cause such registration statement to become effective (provided that
before filing a registration statement or prospectus or any amendments
or supplements or term sheets thereto, CLC will furnish a representative
of the Stockholders with copies of all such documents proposed to be
filed and provide the Stockholders an opportunity to comment on the
information therein relating to the Stockholders) as promptly as
practical;

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(ii) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective for a period of not less than 120 days;

(iii) Furnish to each Stockholder who so requests such number of
copies of such registration statement, each amendment and supplement
thereto and the prospectus included in such registration statement
(including each preliminary prospectus and any term sheet associated
therewith), and such other documents as such Stockholder may reasonably
request in order to facilitate the disposition of the relevant shares;

(iv) Use commercially reasonable efforts to register or qualify
the securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as shall be reasonably
requested by the Stockholders, and to keep such registration or
qualification effective during the period such registration statement is
required to be kept effective, provided that CLC shall not be required
to become subject to taxation, to qualify to do business or to file a
general consent to service of process in any such states or
jurisdictions;

(v) Cause all such shares of CLC Stock to be listed or
included on any securities exchanges or trading systems on which similar
securities issued by CLC are then listed or included; and

(vi) Notify each Stockholder at any time when a prospectus
relating thereto is required to be delivered under the 1933 Act within
the period that CLC is required to keep the registration statement
effective of the happening of any event as a result of which the
prospectus included in such registration statement (as then in effect),
together with any associated term sheet, contains an untrue statement of
a material fact or omits any fact not misleading, and, at the request of
such Stockholder, CLC will prepare a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of the
covered shares, such prospectus will not contain an untrue statement of
material fact or omit to state any fact not misleading.

All expenses incurred in connection with the registration under this
Article 17 and compliance with securities and blue sky laws (including all
registration, filing, listing, escrow agent, qualification, legal, printer and
accounting fees, but excluding underwriting commissions and discounts), shall
be borne by CLC.

17.3 INDEMNIFICATION.

(a) In connection with any registration under Section 17.1,
CLC shall indemnify, to the extent permitted by law, each selling Stockholder
(an "Indemnified Stockholder") against all losses, claims, damages, liabilities
and expenses arising out of or resulting from any untrue or alleged untrue
statement of material fact contained in any registration statement, prospectus
or

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preliminary prospectus or associated term sheet or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading except insofar as the
same are caused by or contained in or omitted from any information furnished in
writing to CLC by such Indemnified Stockholder expressly for use therein or by
any Indemnified Stockholder's failure to deliver a copy of the registration
statement or prospectus or any amendment or supplements thereto after CLC has
furnished such Indemnified Stockholder with a sufficient number of copies of
the same.

(b) In connection with any registration under Section 17.1,
each Stockholder shall furnish to CLC in writing such information as is
reasonably requested by CLC for use in any such registration statement or
prospectus and will indemnify, to the extent permitted by law, CLC, its
directors and officers and each person who controls CLC (within the meaning of
the 0000 Xxx) against any losses, claims, damages, liabilities and expenses
resulting from any untrue or alleged untrue statement or material fact or any
omission or alleged omission of a material fact required to be stated in the
registration statement or prospectus or any amendment thereof or supplement
thereto or necessary to make the statements therein not misleading, but only to
the extent that such untrue or alleged untrue statement or omission or alleged
omission is contained in or omitted from information so furnished in writing by
such Stockholder specifically for use in preparing the registration statement.
Notwithstanding the foregoing, the liability of a Stockholder under this
Section 17.3 shall be limited to an amount equal to the net proceeds actually
received by such Stockholder from the sale of the relevant shares covered by
the registration statement.

(c) Any person entitled to indemnification hereunder will (i)
give prompt notice to the indemnifying party of any claim with respect to which
it seeks indemnification and (ii) unless in such indemnified parties'
reasonable judgment, a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. Any failure to give prompt notice shall
deprive a party of its right to indemnification hereunder only to the extent
that such failure shall have adversely affected the indemnifying party. If the
defense of any claim is assumed, the indemnifying party will not be subject to
any liability for any settlement made without its consent (but such consent
shall not be unreasonably withheld). An indemnifying party that is not
entitled or elects not, to assume the defense of a claim, will not be obligated
to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim, unless in
the reasonable judgment of any indemnified party, a conflict of interest may
exist between such indemnified party and any other of such indemnified parties
with respect to such claim.

17.4 UNDERWRITING AGREEMENT. In connection with each registration
pursuant to Sections 17.1 covering an underwritten registered offering, CLC and
each participating Stockholder agree to enter into a written agreement with the
managing underwriters in such form and containing such provisions as are
customary in the securities business for such an arrangement between such
managing underwriters and companies of CLC's size and investment stature,
including a customary indemnification agreement.

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17.5 RULE 144 REPORTING. With a view to making available the benefits
of certain rules and regulations of the SEC that may permit the sale of CLC
stock to the public without registration, CLC agrees to use commercially
reasonable efforts to:

(i) make and keep public information regarding CLC available
as those terms are understood and defined in Rule 144 under the 1933 Act
for a period of four years beginning 90 days following the effective
date of the Registration Statement;

(ii) file with the SEC in a timely manner all reports and other
documents required of CLC under the 1933 Act and the 1934 Act at any
time after it has become subject to such reporting requirements; and

(iii) so long as a Stockholder owns any restricted CLC Common
Stock, furnish to each Stockholder forthwith upon written request a
written statement by CLC as to its compliance with the current public
information requirements of Rule 144 (at any time from and after 90 days
following the effective date of the Registration Statement, and of the
1933 Act and the 1934 Act (any time after it has become subject to such
reporting requirements), a copy of the most recent annual or quarterly
report of CLC, and such other reports and documents so filed as a
Stockholder may reasonably request in availing itself of any rule or
regulation of the SEC allowing a Stockholder to sell any such shares
without registration.

17.6 AVAILABILITY OF RULE 144. CLC shall not be obligated to register
shares of CLC Common Stock held by a Stockholder at any time when the resale
provisions of Rule 144(k) (or any similar or successor provision) promulgated
under the 1933 Act are available to such Stockholder.

18. GENERAL

18.1 COOPERATION. The Company, the Stockholders and CLC shall each
deliver or cause to be delivered to the other on the Consummation Date, and at
such other times and places as shall be reasonably agreed to, such additional
instruments as the other may reasonably request for the purpose of carrying out
this Agreement. The Company will cooperate and use its reasonable efforts to
have the present officers, directors and employees of the Company cooperate
with CLC on and after the Consummation Date in furnishing information,
evidence, testimony and other assistance in connection with any tax return
filing obligations, actions, proceedings, arrangements or disputes of any
nature with respect to matters pertaining to all periods prior to the
Consummation Date.

18.2 SUCCESSORS AND ASSIGNS. This Agreement and the rights of the
parties hereunder may not be assigned (except by operation of law) and shall be
binding upon and shall inure to the benefit of the parties hereto, the
successors of CLC, and the heirs and legal representatives of the Stockholders.

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18.3 ENTIRE AGREEMENT. This Agreement (including the schedules,
exhibits and annexes attached hereto) and the documents delivered pursuant
hereto constitute the entire agreement and understanding among the
Stockholders, the Company and CLC and supersede any prior agreement and
understanding relating to the subject matter of this Agreement. This
Agreement, upon execution, constitutes a valid and binding agreement of the
parties hereto enforceable in accordance with its terms and may be modified or
amended only by a written instrument executed by the Stockholders, the Company
and CLC, acting through their respective officers or trustees, duly authorized
by their respective Boards of Directors. Any disclosure made on any Schedule
delivered pursuant hereto shall be deemed to have been disclosed for purposes
of any other Schedule required hereby, provided that the Company shall make a
good faith effort to cross reference disclosure, as necessary or advisable,
between related Schedules.

18.4 COUNTERPARTS. This Agreement may be executed simultaneously in
two (2) or more counterparts, each of which shall be deemed an original and all
of which together shall constitute but one and the same instrument. A
telecopied facsimile of an executed counterpart of this Agreement shall be
sufficient to evidence the binding agreement of each party to the terms hereof.
However, each party agrees to return to the other parties an original, duly
executed counterpart of this Agreement promptly after delivery of a telecopied
facsimile thereof.

18.5 BROKERS AND AGENTS. Except as disclosed on Schedule 18.5, each
party represents and warrants that it employed no broker or agent in connection
with this transaction and agrees to indemnify the other parties hereto against
all loss, cost, damages or expense arising out of claims for fees or commission
of brokers employed or alleged to have been employed by such indemnifying
party.

18.6 EXPENSES. Whether or not the transactions herein contemplated
shall be consummated, CLC will pay or reimburse Bellmeade Capital Partners
L.L.C. for the fees, expenses and disbursements of CLC and its agents,
representatives, accountants and counsel incurred in connection with the
subject matter of this Agreement and any amendments thereto and the IPO,
including all costs and expenses incurred in the performance and compliance
with all conditions to be performed by CLC under this Agreement, the fees and
expenses of Xxxxxx Xxxxxxxx, XXX, Xxxxxxx & Xxxxx L.L.P., and any other person
or entity retained by CLC or Bellmeade Capital Partners L.L.C., and the costs
of preparing the Registration Statement. All expenses incurred by the
Stockholders shall be paid by the Stockholders. Each Stockholder shall pay all
sales, use, transfer, real property transfer, recording, gains, stock transfer
and other similar taxes and fees ("Transfer Taxes") imposed in connection with
the purchase and sale of the Company Stock, other than Transfer Taxes, if any,
imposed by the State of Delaware. Each Stockholder shall file all necessary
documentation and Returns with respect to such Transfer Taxes. In addition,
each Stockholder acknowledges that he, and not the Company or CLC, will pay all
taxes due by him upon receipt of the consideration payable pursuant to Section
3 hereof. The Stockholders acknowledge that the risks of the transactions
contemplated herein include tax risks.

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18.7 NOTICES. All notices of communication required or permitted
hereunder shall be in writing and may be given by depositing the same in United
States mail, addressed to the party to be notified, postage prepaid and
registered or certified with return receipt requested, or by delivering the
same in person to an officer or agent of such party.

(a) If to CLC addressed to them at:

Chemical Logistics Corporation
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx

with copies to:

Xxxxxxx X. Xxxxxxx
Xxxxxx & Xxxxx L.L.P.
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000

(b) If to the Stockholders, addressed to them at their addresses set
forth on the signature pages hereto, with copies to:

with copies to:

and

or to such other address or counsel as any party hereto shall specify pursuant
to this Section 18.7 from time to time.

18.8 GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the State of Delaware, excluding any conflicts of law, rule
or principle that might refer same to the laws of another jurisdiction.

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18.9 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations,
warranties, covenants and agreements of the parties made herein and at the time
of the Closing or in writing delivered pursuant to the provisions of this
Agreement shall survive the consummation of the transactions contemplated
herein and any examination on behalf of the parties.

18.10 EXERCISE OF RIGHTS AND REMEDIES. Except as otherwise provided
herein, no delay of or omission in the exercise of any right, power or remedy
accruing to any party as a result of any breach or default by any other party
under this Agreement shall impair any such right, power or remedy, nor shall it
be construed as a waiver of or acquiescence in any such breach or default, or
of any similar breach or default occurring later; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
occurring before or after that waiver.

18.11 TIME. Time is of the essence with respect to this Agreement.

18.12 REFORMATION AND SEVERABILITY. In case any provision of this
Agreement shall be invalid, illegal or unenforceable, it shall, to the extent
possible, be modified in such manner as to be valid, legal and enforceable but
so as to most nearly retain the intent of the parties, and if such modification
is not possible, such provision shall be severed from this Agreement, and in
either case the validity, legality and enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired
thereby. No provision of this Agreement shall be interpreted or construed
against any party solely because that party or its legal representative drafted
such provision.

18.13 REMEDIES CUMULATIVE. No right, remedy or election given by any
term of this Agreement shall be deemed exclusive but each shall be cumulative
with all other rights, remedies and elections available at law or in equity.

18.14 CAPTIONS. The headings of this Agreement are inserted for
convenience only, shall not constitute a part of this Agreement or be used to
construe or interpret any provision hereof.

18.15 AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived only
with the written consent of CLC, the Company and Stockholders who hold or held
at least 51% of the Company Stock. Any amendment or waiver effected in
accordance with this Section 18.15 shall be binding upon each of the parties
hereto, any other person receiving CLC Stock in connection with the purchase
and sale of the Company Stock and each future holder of such CLC Stock.

18.16 DISPUTE RESOLUTION. Except with respect to disputes involving
parties other than the parties to this Agreement, no party to this Agreement
shall institute a proceeding in any court or administrative agency to resolve a
dispute arising under this Agreement before that party has sought to resolve
the dispute through direct negotiation with the other party or parties. If the
dispute is not resolved within two weeks after a demand for direct negotiation,
the parties shall attempt to resolve the dispute through mediation. In the
case of all disputes other than those involving real

-60-
68
property, if the parties do not promptly agree on a mediator, the parties shall
request the Association of Attorney Mediators in Xxxxxx County, Texas to
appoint a mediator certified by the Supreme Court of Texas. In the case of
disputes involving real property, if the parties do not promptly agree on a
mediator, the parties shall request that the Association of Attorney Mediators
(or a body serving a similar purpose) in the county where the real property is
located appoint a mediator certified by the appropriate governing body of the
state where the real property is located. If the mediator is unable to
facilitate a settlement of the dispute within a reasonable period of time, as
determined by the mediator, the mediator shall issue a written statement to the
parties to that effect and any unresolved dispute or controversy arising under
or in connection with this Agreement shall be settled exclusively by
arbitration, conducted before a panel of three arbitrators in Houston, Texas,
in the case of all disputes other than those involving real property, or a city
in the state where the real property is located, in the case of disputes
involving real property, in accordance with the rules promulgated by the
American Arbitration Association then in effect. A decision by a majority of
the arbitration panel shall be final and binding. Judgment may be entered on
the arbitrators' award in any court having jurisdiction. The costs and
expenses, including reasonable attorneys' fees, of the prevailing party in any
dispute arising under this Agreement will be promptly paid by the other party
or parties.

18.17 REFERENCES, GENDER, NUMBER. All references in this Agreement to
a "Section," or "subsection" shall be to a Section, or subsection of this
Agreement, unless the context requires otherwise. Unless the context otherwise
requires, the words "this Agreement," "hereof," "hereunder," "herein," or words
of similar import shall refer to this Agreement as a whole and not to a
particular Section, subsection, clause or other subdivision hereof. Whenever
the context requires, the words used herein shall include the masculine,
feminine and neuter gender, and the singular and the plural.

18.18 SCHEDULES AND ANNEXES. Each schedule and annex attached to this
Agreement is incorporated herein by reference and made a part hereof. The
disclosures made on any schedule or annex hereto with respect to any
representation or warranty shall be deemed to be made with respect to any other
representation or warranty requiring the same or similar disclosure to the
extent that the relevance of such disclosure to other representations and
warranties is evident from the face of such schedule or annex.

-61-
69
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

CHEMICAL LOGISTICS CORPORATION

By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Chief Executive Officer

-62-
70
SCHEDULE TO
FORM OF STOCK PURCHASE AGREEMENT

Nine Stock Purchase Agreements in the form attached hereto have
been executed by the parties listed below, and attached hereto is the Annex I
to each of the Agreements which reflects specific consideration terms for each
Agreement.

1. Stock Purchase Agreement dated as of July 20, 1998 by and among
Chemical Logistics Corporation, X.X. Xxxxxx & Company, and all of
the Stockholders of X.X. Xxxxxx & Company.

2. Stock Purchase Agreement dated as of July 20, 1998 by and among
Chemical Logistics Corporation, Industrial Chemicals, Inc., and
all of the Stockholders of Industrial Chemicals, Inc.

3. Stock Purchase Agreement dated as of July 20, 1998 by and among
Chemical Logistics Corporation, Houston Solvents & Chemicals Co.,
Inc. d/b/a Southwest Solvents & Chemicals, SS & C Properties,
Inc. and Dallas Solvents and Chemicals Co., Inc., and all of the
Stockholders of Southwest Solvents & Chemicals.

4. Stock Purchase Agreement dated as of July 20, 1998 by and among
Chemical Logistics Corporation, Chemical Solvents, Inc. and
Xxxxxxx Real Estate Holding Company, and all of the Stockholders
of Chemical Solvents, Inc. and Xxxxxxx Real Estate Holding
Company.

5. Stock Purchase Agreement dated as of July 20, 1998 by and among
Chemical Logistics Corporation, Xxxxxx Chemical Co., Inc. and
D.J.J. Equity Corporation, and all of the Stockholders of Xxxxxx
Chemical Co., Inc. and D.J.J. Equity Corporation.

6. Stock Purchase Agreement dated as of July 20, 1998 by and among
Chemical Logistics Corporation, Cron Chemical Corporation,
Magnolia Chemicals & Solvents, Inc., Rayver, Inc., and all of the
Stockholders of Cron Chemical Corporation, Magnolia Chemicals &
Solvents, Inc., Rayver, Inc.

7. Stock Purchase Agreement dated as of July 20, 1998 by and among
Chemical Logistics Corporation, Xxxxx Chemical Co., Inc., Xxxxx
Realty Incorporated, and all of the Stockholders of Xxxxx
Chemical Co., Inc. and Xxxxx Realty Incorporated.

71
8. Stock Purchase Agreement dated as of July 20, 1998 by and among
Chemical Logistics Corporation, Xxxx, Inc. and Xxxx, Inc. of
Arizona, and all of the Stockholders of Xxxx, Inc. and Xxxx, Inc.
of Arizona.

9. Stock Purchase Agreement dated as of July 20, 1998 by and among
Chemical Logistics Corporation, A.C.C., Inc. t/a American
Chemicals Co., Inc., and all of the Stockholders of A.C.C., Inc.
t/a American Chemicals Co., Inc.

-2-

72
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

CHEMICAL LOGISTICS CORPORATION

By:
-----------------------------
Name:
Title:

HOUSTON SOLVENTS & CHEMICALS
CO., INC. d/b/a SOUTHWEST
SOLVENTS & CHEMICALS

By: /s/ XXXXX X. XXXXXXX
-----------------------------
Xxxxx X. Xxxxxxx
President

SS&C PROPERTIES, INC.

By: /s/ XXXXX X. XXXXXXX
-----------------------------
Xxxxx X. Xxxxxxx
President

DALLAS SOLVENTS and CHEMICALS
COMPANY, INC.

By: /s/ XXXXX X. XXXXXXX
-----------------------------
Xxxxx X. Xxxxxxx
President

HOUSTON SOLVENTS & CHEMICALS CO., INC. STOCKHOLDER:

/s/ XXXXX X. XXXXXXX
-------------------------------------- -----------------------------------
Xxxxx X. Xxxxxxx Social Security Number
Shares Owned: 200
0 Xxxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxx 00000

Spousal Consent and Acknowledgment:

/s/ XXXXX X. XXXXXXX
-------------------------------------- -----------------------------------
Xxxxx X. Xxxxxxx Social Security Number
0 Xxxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxx 00000

SS&C PROPERTIES, INC. STOCKHOLDER:

/s/ XXXXX X. XXXXXXX
-------------------------------------- -----------------------------------
Xxxxx X. Xxxxxxx Social Security Number
Shares Owned: 1,000
0 Xxxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxx 00000

Spousal Consent and Acknowledgment:

/s/ XXXXX X. XXXXXXX
-------------------------------------- -----------------------------------
Xxxxx X. Xxxxxxx Social Security Number
0 Xxxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxx 00000

DALLAS SOLVENTS AND CHEMICALS COMPANY, INC. STOCKHOLDER:

/s/ XXXXX X. XXXXXXX
-------------------------------------- -----------------------------------
Xxxxx X. Xxxxxxx Social Security Number
Shares Owned: 1,000
0 Xxxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxx 00000

Spousal Consent and Acknowledgment:

/s/ XXXXX X. XXXXXXX
-------------------------------------- -----------------------------------
Xxxxx X. Xxxxxxx Social Security Number
0 Xxxxxx Xxxx Xxxxx
Xxxxxxx, Xxxxx 00000

ANNEX I

TO THE STOCK PURCHASE AGREEMENT (the "Agreement")
DATED AS OF JULY 20, 1998
BY AND AMONG
CHEMICAL LOGISTICS CORPORATION ("CLC")
HOUSTON SOLVENTS AND CHEMICAL COMPANY, INC.
d/b/a SOUTHWEST SOLVENTS & CHEMICALS, SS & C
PROPERTIES, INC., DALLAS SOLVENTS AND CHEMICALS CO., INC.
AND ALL OF THE STOCKHOLDERS OF
HOUSTON SOLVENTS AND CHEMICAL COMPANY, INC.
d/b/a SOUTHWEST SOLVENTS & CHEMICALS, SS & C
PROPERTIES, INC., and DALLAS SOLVENTS AND CHEMICALS CO., INC.

ACQUISITION CONSIDERATION TO BE PAID
TO THE STOCKHOLDERS BY CLC

This is the Annex I referred to in the Agreement. Terms defined in the Agreement
have the same meaning herein unless stated otherwise.

THE AGGREGATE ACQUISITION CONSIDERATION TO BE PAID TO STOCKHOLDERS BY CLC SHALL
(SUBJECT TO THE TERMS AND CONDITIONS OF THE AGREEMENT) BE:

$16,855,995(1) ("Acquisition Consideration"), consisting of 786,613 shares of
CLC Stock, $1,717,800 in cash ("Cash Consideration"), and $3,339,000 in
distributions of balances present in the accumulated adjustments account of the
Company ("AAA"), it being agreed by CLC and the Stockholders that the actual
number of shares of CLC Stock and the amount of AAA shall remain unchanged while
the amount of Cash Consideration described in this Annex I will depend on the
actual initial public offering price of the CLC Stock, which may be more or less
than $15.00 per share; provided, however that the total Acquisition
Consideration shall not be less than the minimum value set forth below. In the
event the initial public offering price of CLC Stock is not $15.00 per share,
the sum of Cash Consideration and AAA ("Aggregate Cash") will be multiplied by
the actual initial public offering price per share divided by $15.00. The total
increase or decrease in Aggregate Cash resulting from this calculation will be
added to or subtracted from, as the case may be, Cash Consideration. AAA will
remain fixed.

----------------

(1) Assuming an initial public offering price of $15.00 per share.

Page 1 of Annex I

ANNEX I

Consideration to be paid to the STOCKHOLDERS:

Percentage of Shares of CLC
Company Common Cash Aggregate
Shareholder[s] Shares Owned Stock Consideration AAA Cash
-------------- ------------ ------------- ------------- --- ---------

X. X. Xxxxxxx 100% 786,613 $ 1,717,800 3,339,000 $ 5,056,800

MINIMUM $ 12,641,996 (9/12 of Acquisition Consideration)
VALUE -------------

-----------------

(1) After giving effect to the proposed stock split described in the Draft
Registration Statement.

REQUIRED COMPANY OPERATING CAPITAL: AT LEAST $ 1,986,000 IN OPERATING
CAPITAL WILL BE PRESENT IN THE COMPANY AT CLOSING.

ASSETS TO BE REMOVED FROM THE COMPANY: CLC and the Stockholders agree
that the following assets may be removed from the Company prior to
Closing, such assets to become the property of the Stockholders:

Cars, farm related assets, miscellaneous artwork, and other items not
used in the operation of the business.

ALLOWABLE DIVIDENDS: With the exception of the following, since March
31, 1998 no dividends have been or will be paid by the Company:

1) A distribution of S-Corporation profits (AAA distribution of
$3,339,000).

2) Pretax profits for the quarter ended June 30, 1998.

3) Taxes on S-Corporation profits for the period from June 30,
1998 to closing.

Page 2 of Annex I

OTHER:

Owner may remove approximately $109,000 cash from SS&C Properties.

Company may eliminate $66,000 receivable from JMC Aviation before
closing.

Debt owed to the owner by the company will be paid within 15 days of
closing.

STOCKHOLDER

/s/ X. X. XXXXXXX
------------------------------
X. X. XXXXXXX

CHEMICAL LOGISTICS CORPORATION

By: /s/ XXXXX X. XXXXXXXXX
------------------------------
Name: Xxxxx X. Xxxxxxxxx
-------------------------
Title Chief Executive Officer
-------------------------

Page 3 of Annex I
78

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

CHEMICAL LOGISTICS CORPORATION

By:
------------------------------
Name:
Title:

XXXXXX CHEMICAL CO., INC.

By: /s/ XXXX X. XXXXXX
------------------------------
Xxxx X. Xxxxxx
President

D.J.J. EQUITY CORPORATION

By: /s/ XXXXX X. XXXXXX
------------------------------
Xxxxx X. Xxxxxx
Chairman of the Board

XXXXXX CHEMICAL CO., INC. STOCKHOLDERS:

/s/ XXXXX X. XXXXXX
-------------------------------------- -----------------------------------
Xxxxx X. Xxxxxx Social Security Number
Shares Owned: 1,997
00000 Xxxxxxx Xxx
Xxxx Xxxxxxxxxx, Xxxxxxxx 00000

/s/ XXXX X. XXXXXX
-------------------------------------- -----------------------------------
Xxxx X. Xxxxxx Social Security Number
Shares Owned: 4,502
00000 Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000

XXXXXX FAMILY, LLC:

By: /s/ XXXXX X. XXXXXX
----------------------------------- -----------------------------------
Name: Xxxxx X. Xxxxxx EIN
Title: Managing Member
Shares Owned: 30,810
00000 Xxxxxxx Xxx
Xxxx Xxxxxxxxxx, Xxxxxxxx 00000

D.J.J. EQUITY CORPORATION STOCKHOLDERS:

/s/ XXXXX X. XXXXXX
-------------------------------------- -----------------------------------
Xxxxx X. Xxxxxx Social Security Number
Shares Owned: 94,547
0000 Xxxxxxxx, #000
Xxxxxxxxx, Xxxxxxxx 00000

/s/ XXXXX X. XXXX
-------------------------------------- -----------------------------------
Xxxxx X. Xxxx Social Security Number
Shares Owned: 94,547
Address:

/s/ XXXX X. XXXXXX
-------------------------------------- -----------------------------------
Xxxx X. Xxxxxx Social Security Number
Shares Owned: 94,546
00000 Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000

ANNEX I

TO THE STOCK PURCHASE AGREEMENT (THE "AGREEMENT")
DATED AS OF JULY 20, 1998
BY AND AMONG
CHEMICAL LOGISTICS CORPORATION ("CLC")
XXXXXX CHEMICAL CO., INC.
D.J.J. EQUITY CORPORATION
AND ALL OF THE STOCKHOLDERS OF
XXXXXX CHEMICAL CO., INC.
AND D.J.J. EQUITY CORPORATION

ACQUISITION CONSIDERATION TO BE PAID
TO THE STOCKHOLDERS BY CLC

This is the Annex I referred to in the Agreement. Terms defined in the Agreement
have the same meaning herein unless stated otherwise.

THE AGGREGATE ACQUISITION CONSIDERATION TO BE PAID TO STOCKHOLDERS BY CLC SHALL
(SUBJECT TO THE TERMS AND CONDITIONS OF THE AGREEMENT) BE:

$17,290,669(1) ("Acquisition Consideration"), consisting of 806,898 shares of
CLC Stock, $5,145,199 in cash ("Cash Consideration"), and $42,000 in
distributions of balances present in the accumulated adjustments account of the
Company ("AAA"), it being agreed by CLC and the Stockholders that the actual
number of shares of CLC Stock and the amount of AAA shall remain unchanged while
the amount of Cash Consideration described in this Annex I will depend on the
actual initial public offering price of the CLC Stock, which may be more or less
than $15.00 per share; provided, however that the total Acquisition
Consideration shall not be less than the minimum value set forth below. In the
event the initial public offering price of CLC Stock is not $15.00 per share,
the sum of Cash Consideration and AAA ("Aggregate Cash") will be multiplied by
the actual initial public offering price per share divided by $15.00. The total
increase or decrease in Aggregate Cash resulting from this calculation will be
added to or subtracted from, as the case may be, Cash Consideration. AAA will
remain fixed.

--------

(1) Assuming a public offering price of $15.00 per share.

Page 1 of Annex I

ANNEX I

Consideration to be paid to the STOCKHOLDERS:

Number of
Company Shares of CLC Cash Aggregate
Stockholders Shares Owned Common Stock(1) Consideration AAA Cash
------------ ------------ --------------- ------------- ----------- --------------

Xxxxxx Chemical Co., Inc. (80%)
Xxxxx X. Xxxxxx 1,997 34,552 $ 222,120 $ 0 $ 222,120
Xxxx X. Xxxxxx 4,502 77,893 500,743 0 500,743
Xxxxxx Family, LLC 30,810 533,073 3,426,896 0 3,426,896

D.J.J. Equity Corporation (20%)
Xxxxx X. Xxxxxx 94,547 53,793 $ 331,815 $ 14,000 $ 345,815
Xxxxx X. Xxxx 94,547 53,794 $ 331,814 $ 14,000 $ 345,814
Xxxx X. Xxxxxx 94,546 53,793 $ 331,811 $ 14,000 $ 345,811
------- ------------- ---------- -------------

Total 806,898 $ 5,145,199 $ 42,000 $ 5,187,199
======= ============= ========== =============
MINIMUM VALUE $12,968,002 (9/12 of Acquisition Consideration)

------------------

(1) After giving effect to the proposed stock split described in the Draft
Registration Statement.

REQUIRED COMPANY OPERATING CAPITAL: AT LEAST $3,937,000 IN OPERATING CAPITAL
WILL BE PRESENT IN THE COMPANY AT THE CONSUMMATION DATE.

Owners' cars and other personal effects not used in the business.

--------------------------------------------------------------------------------

ALLOWABLE DIVIDENDS: With the exception of the following, since March
31, 1998, no dividends have been or will be paid by the Company:

1) A $42,000 dividend of S-Corporation profits from D.J.J. Equity
Corporation will be paid to its shareholders prior to closing.

Page 2 of Annex I

2) After-tax earnings for Xxxxxx Chemical Co., Inc. and pretax
earnings for D.J.J. Equity Corporation for the quarter ended
June 30, 1998.

3) A dividend equal to the taxes on S-Corporation profits at
D.J.J. Equity Corporation for the period from June 30, 1998
through closing may be paid.

STOCKHOLDERS

/s/ XXXXX X. XXXXXX
---------------------------------------------
Xxxxx X. Xxxxxx

/s/ XXXX X. XXXXXX
---------------------------------------------
Xxxx X. Xxxxxx

/s/ XXXXX X. XXXX
---------------------------------------------
Xxxxx X. Xxxx

/s/ XXXXX X. XXXXXX
---------------------------------------------
Xxxxx X. Xxxxxx

XXXXXX FAMILY, LLC

By: /s/ XXXXX X. XXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxx
----------------------------------------
Title: Managing Member
----------------------------------------

CHEMICAL LOGISTICS CORPORATION

By: /s/ XXXXX X. XXXXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxxxx
---------------------------------------
Title: Chief Executive Officer
---------------------------------------

Page 3 of Annex I
84

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

CHEMICAL LOGISTICS CORPORATION

By:
-------------------------------------
Name:
Title:

XXXX, INC.

By: /s/ XXXXX X. XXXX, XX.
-------------------------------------
Xxxxx X. Xxxx, Xx.
Chairman of the Board

XXXX, INC. OF ARIZONA

By: /s/ XXXXX X. XXXX, XX.
-------------------------------------
Xxxxx X. Xxxx, Xx.
President
85
XXXX, INC. STOCKHOLDERS:

/s/ XXXXX X. XXXX
---------------------------------------- ------------------------------
Name: Xxxxx X. Xxxx Social Security Number
Shares Owned: 1,195.75
Address: 00000 X. 000xx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000

Spousal Consent and Acknowledgment:

/s/ XXXXXXX XXXXXXX-XXXX
---------------------------------------- ------------------------------
Xxxxxxx Xxxxxxx-Xxxx Social Security Number
00000 X. 000xx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000

/s/ XXXXX X. XXXX, XX.
---------------------------------------- ------------------------------
Name: Xxxxx X. Xxxx, Xx. Social Security Number
Shares Owned: 298.94
Address: 00 Xxxxxxxxxx
Xxxx Xxxxxx, Xxxxxx 00000

XXXX, INC. OF ARIZONA STOCKHOLDERS:
----------------------------------

/s/ XXXXX X. XXXX, XX.
---------------------------------------- ------------------------------
Name: Xxxxx X. Xxxx, Xx. Social Security Number
Shares Owned: 12 shares
Address: 00000 X. 000xx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000

/s/ XXXXX X. XXXX
---------------------------------------- ------------------------------
Name: Xxxxx X. Xxxx Social Security Number
Shares Owned: 88 shares
Address: 00 Xxxxxxxxxx
Xxxx Xxxxxx, Xxxxxx 00000
86
ANNEX I

TO THE STOCK PURCHASE AGREEMENT (THE "AGREEMENT")
DATED AS OF JULY 20, 1998
BY AND AMONG
CHEMICAL LOGISTICS CORPORATION ("CLC")
XXXX, INC. AND XXXX, INC. OF ARIZONA
AND ALL OF THE STOCKHOLDERS OF
XXXX, INC. AND XXXX, INC. OF ARIZONA

ACQUISITION CONSIDERATION TO BE PAID
TO THE STOCKHOLDERS BY CLC

This is the Annex I referred to in the Agreement. Terms defined in the
Agreement have the same meaning herein unless stated otherwise.

THE AGGREGATE ACQUISITION CONSIDERATION TO BE PAID TO STOCKHOLDERS BY CLC SHALL
(SUBJECT TO THE TERMS AND CONDITIONS OF THE AGREEMENT) BE:

$11,029,669(1) ("Acquisition Consideration"), consisting of 514,718 shares of
CLC Stock, $2,427,371 in cash ("Cash Consideration"), and $881,528 in
distributions of balances present in the accumulated adjustments account of the
Company ("AAA"), it being agreed by CLC and the Stockholders that the actual
number of shares of CLC Stock and the amount of AAA shall remain unchanged while
the amount of Cash Consideration described in this Annex I will depend on the
actual initial public offering price of the CLC Stock, which may be more or less
than $15.00 per share; provided, however that the total Acquisition
Consideration shall not be less than the minimum value set forth below. In the
event the initial public offering price of CLC Stock is not $15.00 per share,
the sum of Cash Consideration and AAA ("Aggregate Cash") will be multiplied by
the actual initial public offering price per share divided by $15.00. The total
increase or decrease in Aggregate Cash resulting from this calculation will be
added to or subtracted from, as the case may be, Cash Consideration. AAA will
remain fixed.

Consideration to be paid to the STOCKHOLDERS:

Percentage of
Company Shares of CLC Cash Aggregate
Stockholder[s] Shares Owned Common Stock(1) Consideration AAA Cash
-------------- ------------ -------------- ------------- -------- ----------

Xxxx, Inc. (85%)
----------
Xxxxx X. Xxxx 80% 350,008 1,544,829 $705,222 $2,250,051
Xxxxx X. Xxxx, Xx. 20% 87,502 386,207 176,306 562,513

Xxxx, Inc. of AZ (15%)

----------------

----------------
(1) Assuming a public offering price of $15.00 per share.

Page 1 of Annex I
87
ANNEX I

Xxxxx X. Xxxx 80% 61,766 $397,068 0 $397,068
Xxxxx X. Xxxx, Xx. 20% 15,442 99,267 0 99,267

-------- ---------- -------- ----------
514,718 $2,427,371 $881,528 $3,308,899
======== ========== ======== ==========

Minimum Value $8,272,252 (9/12 of Acquisition Consideration)

(1) After giving effect to the proposed stock split described in the Draft
Registration Statement.

REQUIRED COMPANY OPERATING CAPITAL: AT LEAST ($1,607,000) IN OPERATING
CAPITAL WILL BE PRESENT IN THE COMPANY AT THE CONSUMMATION DATE.

ASSETS TO BE REMOVED FROM THE COMPANY: CLC and the Stockholders
agree that the following assets may be removed from the Company
prior to Closing, such assets to become the property of the
Stockholders:

Owners' cars, other personal items not used in the business.

ALLOWABLE DIVIDENDS: With the exception of the following, since
March 31, 1998, no dividends have been or will be paid by the
Company:

(1) S-Corporation AAA dividends of $881,528.

(2) Pretax earnings for Xxxx, Inc., and after-tax earnings for
Xxxx, Inc. of Arizona for the quarter ended June 30, 1998.

(3) Taxes on S-Corporation profits for the period from June 30,
1998 to closing.

STOCKHOLDERS

/s/ XXXXX X. XXXX
----------------------------------------
Xxxxx X. Xxxx

/s/ XXXXX X. XXXX, XX.
----------------------------------------
Xxxxx X. Xxxx, Xx.

Page 2 of Annex I
88
ANNEX I

CHEMICAL LOGISTICS CORPORATION

By: /s/ XXXXX X. XXXXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx
-----------------------------------
Title: Chief Executive Officer
----------------------------------

Page 3 of Annex I

89
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

CHEMICAL LOGISTICS CORPORATION

By:
----------------------------------
Name:
Title:

INDUSTRIAL CHEMICALS, INC.

By: /s/ XXXXXXX X. XXXXX
----------------------------------
Xxxxxxx X. Xxxxx
President

Industrial Chemicals, Inc. Stockholders:

/s/ XXXXXXX X. XXXXX
-------------------------------- --------------------------------
Xxxxxxx X. Xxxxx Social Security Number
Shares Owned: 2,306
P. O. Box 660404
Xxxxxxxxxx, Xxxxxxx 00000

/s/ XXXXXX XXXXXX XXXXX
-------------------------------- --------------------------------
Xxxxxx Xxxxxx Xxxxx Social Security Number
Shares Owned: 1,030
000 Xxx Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000

/s/ XXXXXXX X. XXXXX, XX.
-------------------------------- --------------------------------
Xxxxxxx X. Xxxxx, Xx. Social Security Number
Shares Owned: 172
P.O. Box 660404
Xxxxxxxxxx, Xxxxxxx 00000

/s/ XXXXXXXXXXX X. XXXXX
-------------------------------- --------------------------------
Xxxxxxxxxxx X. Xxxxx Social Security Number
Shares Owned: 172
P.O. Box 660404
Xxxxxxxxxx, Xxxxxxx 00000

/s/ XXXXXX XXXXX XXXXXXX
-------------------------------- --------------------------------
Xxxxxx Xxxxx Xxxxxxx Social Security Number
Shares Owned: 232
000 Xxx Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000

/s/ XXXXXXX X. XXXXX
-------------------------------- --------------------------------
Xxxxxxx X. Xxxxx Social Security Number
Shares Owned: 232
000 Xxx Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000

/s/ XXXXX X. XXXXX
-------------------------------- --------------------------------
Xxxxx X. Xxxxx Social Security Number
Shares Owned: 232
000 Xxx Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000

ANNEX I

TO THE STOCK PURCHASE AGREEMENT (the "Agreement")
DATED AS OF JULY 20, 1998
BY AND AMONG
CHEMICAL LOGISTICS CORPORATION ("CLC")
INDUSTRIAL CHEMICALS, INC.
AND ALL OF THE STOCKHOLDERS OF INDUSTRIAL CHEMICALS, INC.

ACQUISITION CONSIDERATION TO BE PAID
TO THE STOCKHOLDERS BY CLC

This is the Annex I referred to in the Agreement. Terms defined in the Agreement
have the same meaning herein unless stated otherwise.

THE AGGREGATE ACQUISITION CONSIDERATION TO BE PAID TO STOCKHOLDERS BY CLC SHALL
(SUBJECT TO THE TERMS AND CONDITIONS OF THE AGREEMENT) BE:

$25,204,995(1) ("Acquisition Consideration"), consisting of 1,176,233 shares of
CLC Stock, $6,962,051 in cash ("Cash Consideration"), and $599,449 in
distributions of balances present in the accumulated adjustments account of the
Company ("AAA"), it being agreed by CLC and the Stockholders that the actual
number of shares of CLC Stock and the amount of AAA shall remain unchanged while
the amount of Cash Consideration described in this Annex I will depend on the
actual initial public offering price of the CLC Stock, which may be more or less
than $15.00 per share; provided, however that the total Acquisition
Consideration shall not be less than the minimum value set forth below. In the
event the initial public offering price of CLC Stock is not $15.00 per share,
the sum of Cash Consideration and AAA ("Aggregate Cash") will be multiplied by
the actual initial public offering price per share divided by $15.00. The total
increase or decrease in Aggregate Cash resulting from this calculation will be
added to or subtracted from, as the case may be, Cash Consideration. AAA will
remain fixed.

--------------------
(1) Assuming a public offering price of $15.00 per share.

Page 1 of Annex I

ANNEX I

Consideration to be paid to the STOCKHOLDERS:

Number of Shares of CLC
Company Common Cash Aggregate
Shareholder Shares Owned Stock Consideration AAA Cash
----------- ------------ ------------- ------------- ---------- ----------

Xxxxxxx X. Xxxxx 2,306 588,626 $3,484,047 299,984 3,784,031
Xxxxxx Xxxxxx Xxxxx 1,030 262,917 1,556,188 133,991 1,690,179
Xxxxxxx X. Xxxxx, Xx 172 43,905 259,868 22,375 282,243
Xxxxxxxxxxx X. Xxxxx 172 43,905 259,868 22,375 282,243
Xxxxxx Xxxxx Xxxxxxx 232 59,220 350,520 30,181 380,701
Xxxxxxx X. Xxxxx 232 59,220 350,520 30,181 380,701
Xxxxxxx X. Xxxxx 232 59,220 350,520 30,181 380,701
Xxxxx X. Xxxxx 232 59,220 350,520 30,181 380,701
------------ ---------- ---------- ---------- ----------

Total 4,608 1,176,233 $6,962,051 $ 599,449 $7,561,500
============ ========== ========== ========== ==========

MINIMUM VALUE $ 18,903,746 (9/12 of Acquisition Consideration)
------------

-----------------

(1) After giving effect to the proposed stock split described in the Draft
Registration Statement.

REQUIRED COMPANY OPERATING CAPITAL: AT LEAST $ 611,000 IN OPERATING CAPITAL
WILL BE PRESENT IN THE COMPANY AT CLOSING.

Six cars, personal items not used in the business.

Page 2 of Annex I

ANNEX I

Allowable Dividends: With the exception of the following, no dividends will be
paid subsequent to March 31, 1998:

1) S-Corporation dividends of $599,449 relative to earnings prior
to March 31, 1998.

2) Pretax profits for the quarter ended June 30, 1998.

3) Taxes on S-Corporation earnings for the period between
June 30, 1998 and closing.

STOCKHOLDERS

/s/ XXXXXXX X. XXXXX
---------------------------------------
Xxxxxxx X. Xxxxx

/s/ XXXXXX XXXXXX XXXXX
---------------------------------------
Xxxxxx Xxxxxx Xxxxx

/s/ XXXXXXX X. XXXXX, XX.
---------------------------------------
Xxxxxxx X. Xxxxx, Xx.

/s/ XXXXXXXXXXX X. XXXXX
---------------------------------------
Xxxxxxxxxxx X. Xxxxx

/s/ XXXXXX XXXXX XXXXXXX
---------------------------------------
Xxxxxx Xxxxx Xxxxxxx

/s/ XXXXXXX X. XXXXX
---------------------------------------
Xxxxxxx X. Xxxxx

/s/ XXXXX X. XXXXX
---------------------------------------
Xxxxx X. Xxxxx

CHEMICAL LOGISTICS CORPORATION

/s/ XXXXX X. XXXXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxxxx
----------------------------------
Title: Chief Executive Officer
----------------------------------

Page 3 of Annex I
95
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

CHEMICAL LOGISTICS CORPORATION

By:
----------------------------------
Xxxxxx X. Xxxxxxx
President

CHEMICAL SOLVENTS, INC.

By: /s/ XXXXXX X. XXXXXXX
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President

XXXXXXX REAL ESTATE HOLDING
COMPANY

By: /s/ XXXXXX X. XXXXXXX
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President

CHEMICALS SOLVENTS, INC. STOCKHOLDER:

/s/ XXXXXX X. XXXXXXX
------------------------------------- ----------------------
Xxxxxx X. Xxxxxxx Social Security Number
Shares Owned: 100 shares
0000 XXX Xxxxxx Xxxx
Xxxxx, Xxxx 00000

XXXXXXX REAL ESTATE HOLDING COMPANY STOCKHOLDER:

/s/ XXXXXX X. XXXXXXX
------------------------------------- ----------------------
Xxxxxx X. Xxxxxxx Social Security Number
Shares Owned: 750 shares
0000 XXX Xxxxxx Xxxx
Xxxxx, Xxxx 00000

ANNEX I

TO THE STOCK PURCHASE AGREEMENT (the "Agreement")
DATED AS OF JULY 20, 1998
BY AND AMONG
CHEMICAL LOGISTICS CORPORATION ("CLC")
CHEMICAL SOLVENTS, INC., AND XXXXXXX REAL ESTATE HOLDING COMPANY
AND ALL OF THE STOCKHOLDERS OF
CHEMICAL SOLVENTS, INC. AND XXXXXXX REAL ESTATE HOLDING COMPANY

ACQUISITION CONSIDERATION TO BE PAID
TO THE STOCKHOLDERS BY CLC

This is the Annex I referred to in the Agreement. Terms defined in the Agreement
have the same meaning herein unless stated otherwise.

THE AGGREGATE ACQUISITION CONSIDERATION TO BE PAID TO STOCKHOLDERS BY CLC SHALL
(SUBJECT TO THE TERMS AND CONDITIONS OF THE AGREEMENT) BE:

$13,913,374(1) ("Acquisition Consideration"), consisting of 602,624 shares of
CLC Stock, $0 cash ("Cash Consideration"), $3,874,014 in distributions of
balances present in the accumulated adjustments account of the Company ("AAA"),
and $1,000,000 in Contingent Consideration, it being agreed by CLC and the
Stockholders that the actual number of shares of CLC Stock, the amount of AAA
and the value of Contingent Consideration shall remain unchanged while the
amount of Cash Consideration described in this Annex I will depend on the
actual initial public offering price of the CLC Stock, which may be more or
less than $15.00 per share; provided, however that the total Acquisition
Consideration shall not be less than the minimum value set forth below. In the
event the initial public offering price of CLC Stock is not $15.00 per share,
the sum of Cash Consideration, AAA and Contingent Consideration ("Aggregate
Cash") will be multiplied by the actual initial public offering price per share
divided by $15.00. The total increase or decrease in Aggregate Cash resulting
from this calculation will be added to or subtracted from, as the case may be,
Cash Consideration. AAA and the Contingent Consideration will remain fixed. If
Cash Consideration, calculated based on the formula set forth above, is a
negative amount, then the Stockholders shall pay such amount to CLC on the
Consummation Date.

--------------

(1) Assuming an initial public offering price of $15.00 per share. Of
such consideration, $1.0 million shall be retained by CLC pursuant to the terms
of the Contingent Consideration Agreement ("Contingent Consideration") and the
remainder will be paid on the Consummation Date.

Page 1 of Annex I

ANNEX I

Consideration to be paid to the STOCKHOLDERS:

Percentage of
Company Shares of CLC Cash Aggregate
Shareholder Shares Owned Stock Consideration AAA Cash
----------- ------------- ------------- ------------- ---------- -----------

Xxxxxx Xxxxxxx 100% 602,624 $ 0 $3,874,014 $ 3,874,014

MINIMUM
VALUE $ 10,435,031 (9/12 of Acquisition Consideration)
------------

---------------

(1) After giving effect to the proposed stock split described in the Draft
Registration Statement.

REQUIRED COMPANY OPERATING CAPITAL: AT LEAST $(8,026) IN OPERATING CAPITAL
WILL BE PRESENT IN THE COMPANY AT CLOSING.

Owners' cars, other personal assets not used in the business.

ALLOWABLE DIVIDENDS: With the exception of the following, since
March 31, 1998 no dividends have been or will be paid by the Company:

1) S-Corporation AAA dividends of $3,874,014.

2) Pretax profits for the quarter ended June 30, 1998, less any
distributions of profits for the period already taken.

Page 2 of Annex I

3) Taxes on S-Corporation profits for the period from June 30, 1998
to closing.

4) $25,000 per month in distributions until closing.

STOCKHOLDER

/s/ XXXXXX XXXXXXX
-----------------------------------
Xxxxxx Xxxxxxx

CHEMICAL LOGISTICS CORPORATION

By: /s/ XXXXX X. XXXXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxxxx
------------------------------
Title: Chief Executive Officer
-----------------------------

Page 3 of Annex I
100

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

CHEMICAL LOGISTICS CORPORATION

By:
---------------------------------
Name:
Title:

CRON CHEMICAL CORPORATION

By: /s/ XXXXX X. XXXXX
---------------------------------
Xxxxx X. Xxxxx
President

MAGNOLIA CHEMICAL & SOLVENTS, INC.

By: /s/ XXXXX X. XXXXX
---------------------------------
Xxxxx X. Xxxxx
Chief Executive Officer

RAYVER, INC.

By: /s/ XXXXX X. XXXXX
---------------------------------
Xxxxx X. Xxxxx
Chief Executive Officer

101

CRON CHEMICAL CORPORATION STOCKHOLDER:

Amalgamet, Inc.

--------------------------------- ---------------------------------
Name: EIN:
Title:
Shares Owned: 1,000
00 Xxxxxx Xxx
XX 000
Xxxxxx, Xxx Xxxxxx 00000-0000

MAGNOLIA CHEMICAL & SOLVENTS, INC. STOCKHOLDER:

Amalgamet, Inc.

--------------------------------- ---------------------------------
Name: EIN:
Title:
Shares Owned: 367.5
00 Xxxxxx Xxx
XX 000
Xxxxxx, Xxx Xxxxxx 00000-0000

RAYVER, INC. STOCKHOLDER:

Amalgamet, Inc.

--------------------------------- ---------------------------------
Name: EIN:
Title:
Shares Owned: 100
00 Xxxxxx Xxx
CN 000
Xxxxxx, Xxx Xxxxxx 00000-0000

102

ANNEX I

TO THE STOCK PURCHASE AGREEMENT (THE "AGREEMENT")
DATED AS OF JULY 20, 1998
BY AND AMONG
CHEMICAL LOGISTICS CORPORATION ("CLC")
CRON CHEMICAL CORPORATION,
MAGNOLIA CHEMICAL & SOLVENTS, INC.,
RAYVER, INC. AND ALL OF THE STOCKHOLDERS OF
CRON CHEMICAL CORPORATION,
MAGNOLIA CHEMICAL & SOLVENTS, INC.,
AND RAYVER, INC.

ACQUISITION CONSIDERATION TO BE PAID
TO THE STOCKHOLDERS BY CLC

This is the Annex I referred to in the Agreement. Terms defined in the Agreement
have the same meaning herein unless stated otherwise.

THE AGGREGATE ACQUISITION CONSIDERATION TO BE PAID TO STOCKHOLDERS BY CLC SHALL
(SUBJECT TO THE TERMS AND CONDITIONS OF THE AGREEMENT) BE:

$7,692,985(1) ("Acquisition Consideration"), consisting of 359,006 shares of CLC
Stock and $2,307,895 in cash ("Cash Consideration"), it being agreed by CLC and
the Stockholders that the actual number of shares of CLC Stock shall remain
unchanged while the amount of Cash Consideration described in this Annex I will
depend on the actual initial public offering price of the CLC Stock, which may
be more or less than $15.00 per share; provided, however that the total
Acquisition Consideration shall not be less than the minimum value set forth
below. In the event the initial public offering price of CLC Stock is not $15.00
per share, the actual Cash Consideration to be paid will be determined by
multiplying Cash Consideration, as calculated assuming an initial public
offering price of $15.00 per share, by the actual initial public offering price
per share divided by $15.00.

----------

(1) Assuming a public offering price of $15.00 per share.

103

Consideration to be paid to the STOCKHOLDERS:

Percentage of
Company Shares of CLC Cash
Stockholders Shares Owned Common Stock(1) Consideration
------------ ------------ --------------- -------------

Amalgamet, Inc. 100% 359,006 $ 2,307,895

The actual consideration received by Amalgamet, Inc. will be allocated
by Amalgamet, Inc. as follows: $250,000 cash plus sufficient shares of CLC
Common Stock to give a total consideration for all the Stock of Rayver, Inc. of
$550,000 will be allocated in respect of all the Stock of Rayver, Inc.; the
balance of the actual consideration received will be allocated by value 58% to
all the Stock of Cron Chemical Corporation and 42% to all the Stock of Magnolia
Chemicals and Solvents, Inc., comprising as regards the Stock of Cron Chemical
Corporation, firstly, the balance of all the cash received from CLC and then
shares of CLC Common Stock, and, as regards the Stock of Magnolia, shares of CLC
Common Stock only.

MINIMUM VALUE $5,769,739 (9/12 of Acquisition Consideration)

----------------

(1) After giving effect to the proposed stock split described in the Draft
Registration Statement.

REQUIRED COMPANY OPERATING CAPITAL: AT LEAST $641,000 IN OPERATING CAPITAL WILL
BE PRESENT IN THE COMPANY AT CLOSING.

ASSETS TO BE REMOVED FROM THE COMPANY: CLC and the Stockholders agree that
the following assets may be removed from the Company prior to Closing, such
assets to become the property of the Stockholders:

None.

ALLOWABLE DIVIDENDS: With the exception of the following, no dividends will
be paid subsequent to March 31, 1998:

1) Dividends of $1,286,446.18, in respect of which provision has been
made in the Accounts as at March 31, 1998, have been paid in cash by
the Company subsequent to March 31, 1998; particulars are given in
Schedule 5.30.

2) Subsequent to March 31, 1998 Cron Chemical Corporation ("Cron")
dividended to the Stockholder, a $1 million working capital note and a
$1 million real estate note and Rayver, Inc. ("Rayver") dividended to
the Stockholder a $1 million real estate note. All

104

such notes bear interest at 8% and become repayable within 90 days of
a change of control of the issuer; see also Schedule 5.30. CLC will
ensure Cron and Rayver repay such notes in full on time or will repay
them itself. CLC will also assume or repay any other company
indebtedness owed by the Company to the Stockholder or bank debt
supported by the Stockholder within 30 days of the Consummation Date.

3) In addition to the above dividends, Cron/Magnolia will declare and pay
a further dividend of (or dividends which the aggregate) US $207,000
after March 31, 1998 to the Stockholder in respect of the profits
earned during the quarter ended June 30, 1998.

OTHER:

1) Cron and/or Magnolia Chemicals & Solvents Inc. ("Magnolia") will pay
up to $190,000 in special management bonuses to certain key employees
prior to the Consummation Date. In addition bonuses of up to $53,000
have been accrued in respect of salesmen and management (other than
key employees receiving special management bonus) in respect of their
performance for the period October 1, 1997 to March 31, 1998, and such
will be paid on the authority of Xx. X.X. Xxxxx after the Consummation
Date but not later than December 31, 1998 provided such employees have
not resigned or been terminated for cause before the Consummation
Date; see also Schedule 5.30.

2) The Stockholder will receive from Cron and/or Magnolia a management
fee of $47,000 for management services for the three month period from
April 1, 1998 to June 30, 1998.

3) As from the Consummation Date amounts may be (or become) due to the
Stockholder from the Company (i) for tax due under the Tax Sharing
Agreement (referred to in Schedule 5.30) in respect of the fiscal
period(s) from October 1, 1997 to the Consummation Date; and (ii) for
contributions due to the Stockholder's pension plan (referred to in
Schedules 5.19 and 5.30 and in which Cron and Magnolia are
participating companies) in respect of eligible employees of the
Company in relation to the calendar year 1998. CLC will ensure such
amounts are paid by the Company to the Stockholder.

AMALGAMET, INC.

By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------

CHEMICAL LOGISTICS CORPORATION

By: /s/ XXXXX X. XXXXXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxxxxx
-------------------------------
Title: Chief Executive Officer
------------------------------

105
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

CHEMICAL LOGISTICS CORPORATION

By:
-------------------------------------
Xxxxx X. Xxxxxxxxx
Chairman and Chief Executive Officer

A.C.C., INC. t/a AMERICAN CHEMICAL
COMPANY, INC.

EIN: 00-0000000

By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxxx
President

The undersigned hereby unconditionally and irrevocably guarantees to
CLC and the Company, and their respective successors and assigns, the
performance of all covenants, agreements, indemnification obligations and other
obligations owing by Colt Corporation now or hereafter existing under the
Agreement (all such obligations being the "Guaranteed Obligations"), and agrees
to pay any and all expenses (including reasonable counsel fees and expenses)
incurred by CLC or the Company in enforcing any rights under this guarantee.
Without limiting the generality of the foregoing, the undersigned's liability
shall extend to all amounts that constitute part of the Guaranteed Obligations
and would be owed by Colt Corporation to CLC or the Company under the
Agreement but for the fact that they are unenforceable or not allowable due to
the existence of a bankruptcy, reorganization or similar proceeding involving
Colt Corporation. CLC and the Company shall be required to exhaust their
remedies against Colt Corporation with respect to a Guaranteed Obligation
before making any claim or seeking to enforce any rights under this guaranty
against the undersigned with respect to that Guaranteed Obligation.

/s/ XXXXXXX X. XXXXXXXX
------------------------------------
Xxxxxxx X. Xxxxxxxx
106
ANNEX I

TO THE STOCK PURCHASE AGREEMENT (THE "AGREEMENT")
DATED AS OF JULY 20, 1998
BY AND AMONG
CHEMICAL LOGISTICS CORPORATION ("CLC")
A.C.C., INC., T/A AMERICAN CHEMICALS CO., INC.
AND ALL OF THE STOCKHOLDERS OF A.C.C., INC.
T/A AMERICAN CHEMICALS CO., INC.

ACQUISITION CONSIDERATION TO BE PAID
TO THE STOCKHOLDERS BY CLC

This is the Annex I referred to in the Agreement. Terms defined in the
Agreement have the same meaning herein unless stated otherwise.

THE AGGREGATE ACQUISITION CONSIDERATION TO BE PAID TO STOCKHOLDERS BY CLC SHALL
(SUBJECT TO THE TERMS AND CONDITIONS OF THE AGREEMENT) BE:

$7,706,616(1) ("Acquisition Consideration"), consisting of 462,397 shares of CLC
Stock and $770,661 in cash ("Cash Consideration"), it being agreed by CLC and
the Stockholders that the actual number of shares of CLC Stock shall remain
unchanged while the amount of Cash Consideration described in this Annex I will
depend on the actual initial public offering price of the CLC Stock, which may
be more or less than $15.00 per share; provided, however that the total
Acquisition Consideration shall not be less than the minimum value set forth
below. In the event the initial public offering price of CLC Stock is not
$15.00 per share, the actual Cash Consideration to be paid will be determined
by multiplying Cash Consideration, as calculated assuming an initial public
offering price of $15.00 per share, by the actual initial public offering price
per share divided by $15.00.

Consideration to be paid to the STOCKHOLDER[S]:

Percentage of
Company Shares of CLC CASH
STOCKHOLDER[S] Shares Owned Common Stock(1) CONSIDERATION
-------------- ------------- --------------- -------------

Colt Corporation 100% 462,397 $ 770,661

MINIMUM VALUE $ 5,779,962 (9/12 of Acquisition Consideration)
-------------- --------------- ---------------------------------

---------------
(1) After giving effect to the proposed stock split described in the Draft
Registration Statement.

---------------
(1) Assuming a public offering price of $15.00 per share.

Page 1 of Annex I
107

REQUIRED COMPANY OPERATING CAPITAL: AT LEAST $1,492,000 IN OPERATING CAPITAL
WILL BE PRESENT IN THE COMPANY AT THE CONSUMMATION DATE.

Owners' cars, other personal assets not used in the business.

-----------------------------------------------------------------------

ALLOWABLE DIVIDENDS: With the exception of the following, since March
31, 1998, no dividends have been or will be paid by the Company:

After-tax profits for the quarter ending June 30, 1998.

COLT CORPORATION

By: /s/ XXXXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
-----------------------------------
Title:
----------------------------------

CHEMICAL LOGISTICS CORPORATION

By: /s/ XXXXX X. XXXXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx
-----------------------------------
Title: Chief Executive Officer
----------------------------------

Page 2 of Annex I
108

XXXXX CHEMICAL CO., INC. STOCKHOLDERS:

The Xxxxx Family LLC

By: /s/ XXXXXX X. XXXXX
--------------------------------- ----------------------------
Xxxxxx X. Xxxxx EIN
Managing Director
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxxxx 00000

/s/ XXXXXX X. XXXXX
------------------------------------ ----------------------------
Xxxxxx X. Xxxxx Social Security Number
000 Xxxxxxx Xxxx
Xxxxxxx, Xxx Xxxxxx 00000

/s/ XXXXXXX X. XXXXX
------------------------------------ ----------------------------
Xxxxxxx X. Xxxxx Social Security Number
00 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000

/s/ XXXXXXX X. XXXXX
------------------------------------ ----------------------------
Xxxxxxx X. Xxxxx Social Security Number
00 Xxxxx Xxx
Xxxxxx, Xxx Xxxxxx 00000

_
109

/s/ XXXXX X. XXXX
------------------------------------ ----------------------------
Xxxxx X. Xxxx Social Security Number
Shares Owned: 600
000 Xxxxxxxxx Xxxx
Xxxxxxx, Xxx Xxxxxx 00000

/s/ XXXXX X. XXXX
------------------------------------ ----------------------------
Xxxxx X. Xxxx Social Security Number
Shares Owned: 1,400
000 Xxxx Xxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000

XXXXX REALTY INCORPORATED STOCKHOLDERS:
--------------------------------------

Xxxxx Chemical Co., Inc.

By: /s/ XXXXXX X. XXXXX
--------------------------------- ----------------------------
Xxxxxx X. Xxxxx EIN
Chairman of the Board
Shares Owned: 83 1/3%
000 Xxxx Xxxxxxx
Xxxxxxx, Xxx Xxxxxx 00000

The Xxxx Family Trust

By: /s/ XXXXX X. XXXX
----------------------------
Xxxxx X. Xxxx EIN
Trustee

By: /s/ XXXXXXX XXXXX
---------------------------------
Xxxxxxx Xxxxx
Trustee

By: /s/ XXXXX XXXXXX
---------------------------------
Xxxxx Xxxxxx
Trustee
Shares Owned: 16 2/3%
c/o Xxxxx X. Xxxx
000 Xxxx Xxx Xxxxxx
Xxxxxx, Xxx Xxxxxx 00000

110
TO THE STOCK PURCHASE AGREEMENT (THE "AGREEMENT")
DATED AS OF JULY 20, 1998
BY AND AMONG
CHEMICAL LOGISTICS CORPORATION ("CLC")
XXXXX CHEMICAL CO., INC., XXXXX REALTY INCORPORATED
AND ALL OF THE STOCKHOLDERS OF
XXXXX CHEMICAL, CO., INC., XXXXX REALTY INCORPORATED

ACQUISITION CONSIDERATION TO BE PAID
TO THE STOCKHOLDERS BY CLC

This is the Annex I referred to in the Agreement. Terms defined in the
Agreement have the same meaning herein unless stated otherwise.

THE AGGREGATE ACQUISITION CONSIDERATION TO BE PAID TO STOCKHOLDERS BY CLC SHALL
(SUBJECT TO THE TERMS AND CONDITIONS OF THE AGREEMENT) BE:

$15,355,9951 ("Acquisition Consideration"), consisting of 716,613 shares of CLC
Stock and $4,606,800 in cash ("Cash Consideration"), it being agreed by CLC and
the Stockholders that the actual number of shares of CLC Stock shall remain
unchanged while the amount of Cash Consideration described in this Annex I will
depend on the actual initial public offering price of the CLC Stock, which may
be more or less than $15.00 per share; provided, however that the total
Acquisition Consideration shall not be less than the minimum value set forth
below. In the event the initial public offering price of CLC Stock is not
$15.00 per share, the actual Cash Consideration to be paid will be determined
by multiplying Cash Consideration, as calculated assuming an initial public
offering price of $15.00 per share, by the actual initial public offering price
per share divided by $15.00.

Consideration to be paid to the STOCKHOLDERS:

Number of Percentage of
Company Company Shares of CLC Cash
Stockholder[s] Shares Owned Shares Owned Common Stock(1) Consideration
-------------- ------------ ------------ --------------- -------------

Xxxxxx X. Xxxxx 600 11.2% 20,000.00 1,419,871.42
Xxxxxxx X. Xxxxx 1,200 22.4% 190,651.64 579,968.61
Xxxxxxx X. Xxxxx 1,200 22.4% 190,651.64 579,968.61

--------------------
1 Assuming a public offering price of $15.00 per share.

Page 1 of Annex I
111
ANNEX I

Xxxxx X. Xxxx 600 11.2% 30,000.00 1,269,871.39
Xxxxx X. Xxxx 1,400 26.1% 237,297.00 447,915.23
Irrevocable trust for
two daughters of
Xxxxx X. Xxxx; Xxxxx

X. Xxxx Trustee 357 6.7% 48,012.72 309,204.74
----- ------ ---------- -------------
Total 5,357 100.0% 716,613.00 $4,606,800.00
===== ====== ========== =============

MINIMUM VALUE $11,516,996 (9/12 of Acquisition Consideration)

(1) After giving effect to the proposed stock split described in the Draft
Registration Statement.

(2) Share count is a proxy to bring the ratio between Xxxxx/Xxxx ownership
to 56% and 44%, respectively.

REQUIRED COMPANY OPERATING CAPITAL: AT LEAST $4,269,000 IN OPERATING CAPITAL
WILL BE PRESENT IN THE COMPANY AT CLOSING.

Owners' cars, personal property not used in the operation of the
business.

-----------------------------------------------------------------------

ALLOWABLE DIVIDENDS: With the exception of the following, no dividends
will be paid subsequent to March 31, 1998:

Dividend of after-tax profits for the quarter ended June 30, 1998.

OTHER:

1) The salary continuation agreement for Xxx Xxxxx will be
settled with an $800,000 cash payment at closing.

2) The salary continuation agreement for Xxxxx Xxxx will be
settled with a $700,000 cash payment at closing.

3) Xxx Xxxxx will receive a two-year consulting contract calling
for payments to him of $50,000 per year.

4) Certain insurance policies will be kept in force under the
terms of the Life Insurance Agreement.

112
ANNEX I

STOCKHOLDERS

THE XXXXX FAMILY L.L.C.

By: /s/ XXXXXX X. XXXXX
---------------------------------
Xxxxxx X. Xxxxx
Managing Director

/s/ XXXXXX X. XXXXX
------------------------------------
Xxxxxx X. Xxxxx

/s/ XXXXXXX X. XXXXX
------------------------------------
Xxxxxxx X. Xxxxx

/s/ XXXXXXX X. XXXXX
---------------------------------
Xxxxxxx X. Xxxxx

/s/ XXXXX X. XXXX
---------------------------------
Xxxxx X. Xxxx

XXXXX CHEMICAL CO., INC.

By: /s/ XXXXXX X. XXXXX
------------------------------
Xxxxxx X. Xxxxx
Chairman of the Board

113
ANNEX I

THE XXXX FAMILY TRUST

By: /s/ XXXXX X. XXXX
------------------------------
Xxxxx X. Xxxx
Trustee

By: /s/ XXXXXXX XXXXX
------------------------------
Xxxxxxx Xxxxx
Trustee

By: /s/ XXXXX XXXXXX
------------------------------
Xxxxx Xxxxxx
Trustee

CHEMICAL LOGISTICS CORPORATION

By: /s/ XXXXX X. XXXXXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxxxxx
-------------------------------
Title: Chief Executive Officer
------------------------------

114

X.X. XXXXXX & COMPANY STOCKHOLDERS:

G. Xxxxxxx Xxxxxx Revocable Trust
Dated April 10, 1992

By: G. Xxxxxxx Xxxxxx, Trustee

/s/ G. XXXXXXX XXXXXX
-------------------------------------- ----------------------------
G. Xxxxxxx Xxxxxx Social Security Number
0 Xxxxxxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000

/s/ XXXX X. XXXXXX
-------------------------------------- ----------------------------
Xxxx X. Xxxxxx Social Security Number
0000 X. Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000

"Boatmen's Trust Company CO
TR X.X. XXXXXX TRUST U/W FBO
Xxxxxxxx X. Xxxxxx"

By: Nationsbank, Trustee

/s/ XXXXXX XXXXXX
-------------------------------------- ----------------------------
Name: Xxxxxx Xxxxxx EIN
Title: Vice President
Nationsbank
X.X. Xxx 00000
Xx. Xxxxx, Xxxxxxxx 00000-0000

Co-Trustee

/s/ XXXXXXXX X. XXXXXX
--------------------------------------
Xxxxxxxx X. Xxxxxx
00 Xxxxx Xxxxx
Xxxxx, Xxxxxxxx 00000

115

/s/ XXXXXX X. XXXX
-------------------------------------- ----------------------------
Xxxxxx X. Xxxx Social Security Number
0000 Xxxxx Xxxxx
Xxxx Xxxxxx, Xxxxxxxx 00000-0000

/s/ XXXXX X. XXXXXX
-------------------------------------- ----------------------------
Xxxxx X. Xxxxxx Social Security Number
00 Xxxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000

/s/ XXXXXX X. XXXXXX
-------------------------------------- ----------------------------
Xxxxxx X. Xxxxxx Social Security Number
0000 Xxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000

/s/ XXXXXXX X. XXXXXX
-------------------------------------- ----------------------------
Xxxxxxx X. Xxxxxx Social Security Number
0 Xxxxxxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000

/s/ XXXXXXX X. XXXX
-------------------------------------- ----------------------------
Xxxxxxx X. Xxxx Social Security Number
00 Xxxxxxxx
Xxxxxx, Xxxxxxxx 00000

/s/ XXXX X. XXXXXXX
-------------------------------------- ----------------------------
Xxxx X. Xxxxxxx Social Security Number
0000 Xxxxxxxxx
Xx. Xxxxx, Xxxxxxxx 00000

116
ANNEX I

TO THE STOCK PURCHASE AGREEMENT (THE "AGREEMENT")
DATED AS OF JULY 20, 1998
BY AND AMONG
CHEMICAL LOGISTICS CORPORATION ("CLC")
X.X. XXXXXX AND COMPANY
AND ALL OF THE STOCKHOLDERS OF X.X. XXXXXX & COMPANY

ACQUISITION CONSIDERATION TO BE PAID
TO THE STOCKHOLDERS BY CLC

This is the Annex I referred to in the Agreement. Terms defined in the
Agreement have the same meaning herein unless stated otherwise.

THE AGGREGATE ACQUISITION CONSIDERATION TO BE PAID TO STOCKHOLDERS BY CLC SHALL
(SUBJECT TO THE TERMS AND CONDITIONS OF THE AGREEMENT) BE:

$23,962,0051 ("Acquisition Consideration"), consisting of 1,118,227 shares of
CLC Stock and $7,188,600 in cash ("Cash Consideration"), it being agreed by CLC
and the Stockholders that the actual number of shares of CLC Stock shall remain
unchanged while the amount of Cash Consideration described in this Annex I will
depend on the actual initial public offering price of the CLC Stock, which may
be more or less than $15.00 per share; provided, however that the total
Acquisition Consideration shall not be less than the minimum value set forth
below. In the event the initial public offering price of CLC Stock is not
$15.00 per share, the actual Cash Consideration to be paid will be determined
by multiplying Cash Consideration, as calculated assuming an initial public
offering price of $15.00 per share, by the actual initial public offering price
per share divided by $15.00.

____________________

(1) Assuming an initial public offering price of $15.00 per share.

Page 1 of Annex I
117
ANNEX I

Consideration to be paid to the STOCKHOLDERS:

NUMBER OF NUMBER OF
COMPANY COMPANY SHARES OF CLC CASH
STOCKHOLDERS SHARES OWNED SHARES OWNED COMMON STOCK(1) CONSIDERATION
------------ ------------ ------------ ------------ -------------

G. Xxxxxxx Xxxxxx
Revocable Trust
Dated April 10, 1992 10,398 67.8% 757,726 $4,871,103
Xxxx X. Xxxxxx 3,334 21.7% 242,957 1,561,864
Boatmen's Trust
Company CO TR
X.X. XXXXXX TRUST
U/W FBO
Xxxxxxxx X. Xxxxxx 787 5.1% 57,351 368,682
Xxxxxx X. Well 352 2.3% 25,651 164,900
Xxxxx X. Xxxxxx 176 1.1% 12,826 82,450
Xxxxxx X. Xxxxxx 231 1.5% 16,834 108,215
Xxxxxxx X. Xxxxxx 31 0.2% 2,259 14,522
Xxxxxxx X. Xxxx 20 0.1% 1,457 9,369
Xxxx X. Xxxxxxx 16 0.1% 1,166 7,495
------ ------ --------- ----------
15,345 100.0% 1,118,227 $7,188,600
====== ====== ========= ==========

MINIMUM VALUE $ 17,971,504 (9/12 of Acquisition Consideration)

(1) After giving effect to the proposed stock split described in the Draft
Registration Statement.

REQUIRED COMPANY OPERATING CAPITAL: AT LEAST $5,850,000 IN OPERATING
CAPITAL WILL BE PRESENT IN THE COMPANY AT THE CONSUMMATION DATE.

Owners' cars, personal effects not used in the business.

ALLOWABLE DIVIDENDS: With the exception of the following, since March
31, 1998, no dividends have been or will be paid by the Company:

Page 2 of Annex I
118
ANNEX I

1) A distribution of approximately $30,000 relating to 1997
S-Corporation profits.

2) Pretax profits for the quarter ended June 30, 1998.

3) Taxes on S-Corporation profits for the period June 30, 1998
through closing.

OTHER:

1) Approximately $1,705,000 will be paid from the Company to a
former shareholder to settle a noncompete agreement,
consulting obligation and a note.

2) $823,000 in cash will be paid from the company to settle
bonus, severance, tax grossup and other obligations to owners.

3) Approximately $90,000 will be used to purchase company cars
which will be transferred to shareholders.

STOCKHOLDERS

G. Xxxxxxx Xxxxxx Revocable Trust Dated April 10, 1992

By: G. Xxxxxxx Xxxxxx, Trustee

/s/ G. XXXXXXX XXXXXX
------------------------------------------------
G. Xxxxxxx Xxxxxx

/s/ XXXX X. XXXXXX
-------------------------------------------------------
Xxxx X. Xxxxxx

"Boatmen's Trust Company CO TR X.X. XXXXXX TRUST
U/W FBO Xxxxxxxx X. Xxxxxx"

By: Nationsbank, Trustee

/s/ XXXXXX XXXXXX
------------------------------------------------
Xxxxxx Xxxxxx
Vice President

Co-Trustee

/s/ XXXXXXXX X. XXXXXX
------------------------------------------------

Page 3 of Annex I
119
ANNEX I

Xxxxxxxx X. Xxxxxx

/s/ XXXXXX X. XXXX
-----------------------------------------------
Xxxxxx X. Xxxx

/s/ XXXXX X. XXXXXX
-----------------------------------------------
Xxxxx X. Xxxxxx

/s/ XXXXXX X. XXXXXX
-----------------------------------------------
Xxxxxx X. Xxxxxx

/s/ XXXXXXX X. XXXXXX
-----------------------------------------------
Xxxxxxx X. Xxxxxx

/s/ XXXXXXX X. XXXX
-----------------------------------------------
Xxxxxxx X. Xxxx

/s/ XXXX X. XXXXXXX
-----------------------------------------------
Xxxx X. Xxxxxxx

Page 4 of Annex I
120
ANNEX I

CHEMICAL LOGISTICS CORPORATION

By: /s/ XXXXX X. XXXXXXXXX
--------------------------------------------
Name: Xxxxx X. Xxxxxxxxx
-----------------------------------------
Title: Chief Executive Officer
----------------------------------------

Page 5 of Annex I

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Table of Contents

1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT dated as of the 20th day of July, 1998

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