SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EV ENVIRONMENTAL, INC.

Date:  September 9, 1997           By_/s/ Michael R. Cox_
                                Michael R. Cox
                                President

EXHIBIT 2.1

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into this 28th day of August, 1997, by and among OMNI ENGINEERING, INC., a Kentucky corporation (the "Purchaser"), EV ENGINEERING, INC., a Delaware corporation (the "Company") and EV ENVIRONMENTAL, INC., a Delaware corporation ("EV") as the sole owner and registered holder of all of the issued and outstanding capital stock of the Company.
W I T N E S S E T H:
WHEREAS, the Company is engaged in the business of providing engineering services in Kentucky and Indiana and related
activities (collectively the "Business").

WHEREAS, the Company desires to sell and the Purchaser desires to purchase certain of the assets of the Company and the Business of the Company for the consideration described in this Agreement.

WHEREAS, EV is the registered and beneficial owner of all of the issued and outstanding stock of the Company, and is willing to join in this Agreement for the purposes described herein;

Therefore, in consideration of the respective
representations, warranties, covenants and agreements set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Purchaser, the Company and EV, each intending legally to be bound, represent, warrant, covenant and agree as follows:

ARTICLE I
PURCHASE AND SALE OF ASSETS

1.01 Purchased Assets. Subject to the terms, provisions and conditions of this Agreement, the Company agrees to sell, assign, transfer and convey to the Purchaser, and Purchaser agrees to purchase, acquire and accept from the Company, the assets of Company's Business listed and/or described on Schedule 1.01(a), subject to those liabilities specified in Section 1.03 (the "Assumed Liabilities"), but excluding all other liabilities of the Company as specified in Section
1.04 (the "Retained Liabilities"). The assets purchased hereunder (the "Purchased Assets") include without limitation the following assets and properties:

(a) All assets set forth on Schedule 1.01(a) with only such changes therein as have occurred in the ordinary course of the Business or as otherwise agreed to in or pursuant to this Agreement, or as may have been consented to or approved by the Company and Purchaser in writing. Such assets shall include, without limitation, all cash, including petty cash, all trade and other accounts receivable incurred in the normal course of business (as evidenced by the receivables report as of the Closing Date to be delivered by Company to Purchaser at the Closing as Schedule l.01(a)-A); all prepaid expenses, deposits and advance payments listed on Schedule 1.01(a)-B as being assignable to the Purchaser; the office equipment, fixtures and office furniture listed on (Schedule 1.01(a)-C); all accrued fees for work or services performed but not billed as of the Closing Date ["Work-In-Progress"] (Schedule 1.01(a)-D); and all other specified tangible and personal property directly used by Company in the operation of the Business (Schedule 1.01(a)-E);
(b) All assignable rights and interest of the Company in and to any contracts relating to the Business, including contracts for the purchase of materials, supplies and services and the sale of products and services including associated WorkIn-Progress, equipment leases, and any other contract relating to the Business, all as listed on Schedule l.01(b);

(c) All of the Company's books, records and other data relating to the Business [but not those relating to the Company as a distinct corporate and taxpaying entity, including journals of original entry, ledgers and books of original entry (copies of which will be provided to Purchaser upon written request); provided, however, that for a period of six years commencing on the date of the Closing (as defined in Section 3.01)] or for such longer periods as may be required by applicable law, the Purchaser will retain and grant the Company and its representatives as well as representatives of any local, state and federal taxing body or authority, access to and the right to copy all such books, records and other data included in the Purchased Assets during regular business hours and upon forty-eight (48) hours notice to the extent such access is required by the Company in connection with its tax matters, and provided further that all such books and records not included as part of the Purchased Assets shall be made available for inspection and copying by the Purchaser and its representatives during regular business hours upon forty- eight (48) hours notice;

(d) All of the Company's goodwill relating to the Business, all customer lists, records and similar sales and marketing information relating to the Business, and the Company's rights and interests in the trademarks other than "EV", trade secrets, licenses, know-how, specifications, literature, and all other intangible property which relate specifically to the Business, if any, as are listed on Schedule 1.01(d);

(e) All transferable permits, licenses, orders, ratings and approvals of all federal, state, or local governmental or regulatory authorities which relate to the Business and which are held by the Company as listed on Schedule 1.01(e), but only to the extent the same are transferable; and

(f) Any and all rights of the Company which by their terms are transferable and which arise under or pursuant to warranties, representations and guarantees made by suppliers in connection with those products or services transferred to the Purchaser pursuant to this Agreement or which affect the equipment used by or are useful to the Company in connection with the Business.

1.02 Retained Assets. The Company will retain ownership only of the following assets used in the Business (collectively, the "Retained Assets"):

(a) The Company's minute and stock books, journals of original entry, ledgers of original entry and books of original entry and books, records and other data relating to the Company as a distinct corporate and taxpaying entity;

(b) All income, sales, use, corporation, excise and franchise tax refunds which the Company may be entitled to receive from any federal, state or local authorities; and

(c) Rights with respect to occurrences taking place prior to Closing and arising pursuant to prepaid insurance and surety bonds, and insurance policies owned by the Company covering the Purchased Assets.

1.03 Assumed Liabilities. On the Closing Date, the Purchaser shall assume and agree to pay, perform, and discharge only the following specified liabilities, debts, and obligations of Company's Business, (the "Assumed Liabilities"):

(a) All obligations of the Company arising on or after the Closing Date with respect to the executory contracts, agreements and leases which are identified on Schedule 1.01(b);

(b) The accounts payable specifically set forth on Schedule 1.03(b);
(c) The accrued vacation liability to employees of the Company as specifically set forth on Schedule 1.03(c);
(d) A portion of the obligations of the Company under that certain line of credit with Key Bank in an amount to be mutually agreed upon by Purchaser and the Company at Closing (the "Key Bank Debt") provided, however that in no event shall the aggregate amount of the Key Bank Debt to be assumed by Purchaser exceed $225,000.00; and

(e) The obligations of the Company for work performed by subcontractors and vendors but not billed to the Company as of the Closing Date as listed on Schedule 1.03(d).

1.04 Retained Liabilities. All liabilities retained by the Company are referred to as the "Retained Liabilities" and shall include any and all liabilities, actual or contingent, of the Company and any and all claims by any person, firm or organization arising out of any liabilities or obligations of the Company which are not specifically assumed by the Purchaser as part of the Assumed Liabilities, including but not limited to the following:

(a) All liabilities and obligations of the Company for federal, state or local income taxes incurred in respect of or measured by the income of the Company earned prior to the Closing Date or as a result of the transactions contemplated by this Agreement and any and all liabilities and obligations of the Company for sales, use, withholding or other taxes properly payable by the Company which are not specifically assumed by the Purchaser ("Taxes").

(b) All liabilities and obligations of the Company for the cost of workmen's compensation indemnity payments with respect to injuries occurring prior to the Closing Date.

(c) All liabilities and obligations of the Company the substance of which would constitute a breach of any of the Company's and EV's representations and warranties contained in Article IV.

(d) All liabilities and obligations of the Company arising prior to the Closing Date under or in connection with any collective bargaining agreement between Company and any agent or representative of employees (including, but not limited to, any claim for withdrawal liability as defined at 29 U.S.C. 1381, et seq.).

(e) All liabilities and obligations of the Company arising in connection with its operations unrelated to the Business.
(f) Any liability or obligation incurred by the Company in connection with the negotiation, execution or' performance of this Agreement.

(g) All liabilities and obligations of Company for health and life insurance premiums of Company's retirees, if any.

(h) All liabilities and obligations with respect to the presence (as of the Closing Date) of any Hazardous Substances (as defined in Section 4.01 (dd)) on or under any real estate the lease for which is included as part of the Purchased Assets.

(i) All liabilities and obligations arising out of or connected with any employee benefit plan as defined in Section (3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), maintained at any time by the Company or to which the Company made or was obligated to make any contributions.

(j) All liabilities and obligations arising out of or connected with that certain (i) the Asset Purchase Agreement and (ii) the Assignment, by and among EV, the Company, EV Contract Management Services, Inc. ("EVC"), Tenney Pavoni Associates, Inc. ("TPA"), and Mark W. Tenney ("Tenney") and Joseph L. Pavoni ("Pavoni"), dated October 7,1994, as amended by Amendment No. 1 to the Asset Purchase Agreement dated October 30, 1994 and as amended by Amendment No. 2 to the Asset Purchase Agreement dated November 3, 1994 (collectively referred to as the "Asset Purchase Agreement"). Company and EV acknowledge that they are to jointly and severally agree to assume all liabilities, obligations, and payments of Company and EVC to TPA, Tenney and Pavoni, including but not limited to :

(i) All payments due TPA.

(ii) All payments due Tenney and Pavoni.
(iii) All accounts payable of TPA which were assumed by the Company pursuant to the Asset Purchase Agreement including, but not limited to, legal fees of TPA.

(iv) All costs of professional liability coverage for former employees of TPA, including Tenney and Pavoni, in accordance with the terms and, condition of Section 5.3 of the Asset Purchase Agreement; a copy of such section which is attached hereto as Schedule 1.04(j)(iv).

ARTICLE II
PURCHASE PRICE AND PAYMENT

2.01 Purchase Price and Adjustments as of the Closing. In consideration of the transfer of the Purchased Assets and the Business, Purchaser agrees to assume the Assumed Liabilities and agrees to pay, subject to Section 2.05 below, a purchase price for the Purchased Assets and Business of Nine Hundred Fifty Thousand Dollars ($950,000) (the "Purchase Price"). The Purchase Price will be subject to adjustment after the Closing in accordance with Section 2.05.

2.02 Payment Terms. Subject to Section 2.05, below, the Purchase Price consists of and shall be paid as follows:

(a) Purchaser shall deliver to the Company at Closing by cashier's or certified check or by wire transfer the amount set forth on Schedule 2.02(a) which shall be finalized and delivered at Closing;

(b) Purchaser shall hold back the sum of $25,000.00 (the "Holdback") pending the post closing adjustment and shall distribute the Holdback, if any, to the Company in accordance with Section 2.05;

(c) Purchaser's assumption of the Assumed Liabilities; and

(d) Purchaser shall pay, by wire transfer, the agreed upon Key Bank Debt on or before the Closing.

2.03 Apportionment. All transfer taxes, recording and filing fees levied or imposed in connection with the sale and transfer of the Purchased Assets and Business to the Purchaser, including without limitation, any and all sales, use, transfer and excise taxes imposed by federal, state or local taxing authorities, shall be paid by the Company. All real estate, personal property, ad valorem and other local or state taxes, rents and utility charges relating to the Purchased Assets which are accrued but not yet due and payable as of the Closing Date shall be pro rated to the Closing Date.

2.04 Allocation of Purchase Price. The Purchase Price shall be allocated among the Purchased Assets by the Purchaser, with the concurrence of the Company. The final allocation of the Purchase Price, as adjusted in accordance with this Article II, to the Purchased Assets shall be set forth on a memorandum which will become Schedule 2.04-A to this Agreement, which shall be delivered by the Purchaser thirty (30) days following the Closing and the Company shall have ten (10) days following its receipt of proposed Schedule 2.04-A to comment on or consent to such allocation. The parties hereto agree that final allocation shall reflect the acknowledged sum of $50,000 as the established price for hard assets purchased and the established price for contracts purchased as part of the Purchased Assets shall be set at ten percent (10%) of the anticipated profits on each existing contract.

2.05 Post-Closing Adjustment to Purchase Price.

(a) The parties agree and acknowledge that certain adjustments to the Purchased Assets and Assumed Liabilities will be necessary after the Closing to accurately determine and finalize the Purchase Price. Within 17 days after the Closing, Purchaser and the Company shall review and make any adjustments to the Purchased Assets and Assumed Liabilities to confirm the Purchase Price (the "Purchase Price Review"). If the Purchase Price Review shows that the difference between the Purchased Assets and the Assumed Liabilities vary from the aggregate amount of the difference between the Purchased Assets and Assumed Liabilities set forth in Schedule 2.02(a) to this Agreement, the Purchase Price will be increased or decreased by the same amount. If the Purchase Price increases Purchaser shall pay to the Company the Holdback plus the increased amount on or before September 30, 1997. If the Purchase Price decreases the Purchaser shall deduct such amount from the Holdback and pay the balance, if any, to the Company on or before September 30, 1997. If the Purchase Price decreases to an amount in excess of the Holdback, Purchaser shall keep the Holdback and the Company and EV shall pay the difference to Purchaser on or before September 30, 1997.

ARTICLE III
THE CLOSING

3.01 Time and Place. The Closing ("Closing") shall take place at 10:00 a.m. Eastern Time at the offices of Goldberg & Simpson, Louisville, Kentucky 40202 on or before August 28, 1997 (the "Closing Date"). Any rescheduling of the Closing to a date after August 28, 1997 shall be at the mutual written agreement of both parties. In the event the Closing has not occurred by September 19, 1997 this Agreement shall terminate and the parties shall be entitled to seek damages as set forth herein.
3.02 Execution and Delivery of Documents of Title by the Company and EV.
(a) At the Closing the Company shall execute and deliver to the Purchaser such conveyances, bills of sale, certificates of title, assignments, assurances and other instruments and documents as the Purchaser may reasonably request in order to effect the sale, conveyance, and transfer of the Purchased Assets from the Company to the Purchaser. Such instruments and documents shall be sufficient to convey to the Purchaser good and marketable title to the Purchased Assets.

(b) The Company and EV agree that they will, from time to time after the Closing Date, take such additional action and execute and deliver such further documents as the Purchaser may reasonably request in order to effectively sell, transfer and convey the Purchased Assets to the Purchaser and to place the Purchaser in position to operate and control all of the Purchased Assets.

3.03 Execution and Delivery of Documents by Buyer. At the Closing the Purchaser shall execute and deliver to the Company an Assumption Agreement in the form annexed hereto as Schedule 3.03 and such other documents as the Company may reasonably request to evidence the Purchaser's assumption of the Assumed Liabilities and evidence that the Purchaser has paid the Key Bank Debt. The Purchaser agrees that it will from time to time after the Closing Date, take such additional action and deliver such further documents as the Company may reasonably request in order to assume effectively the Assumed Liabilities.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND EV

4.01 The Company and EV jointly and severally hereby make the following representations and warranties to Purchaser, its successors and assigns contained in this Article IV, each of which is understood to be an inducement to Purchaser entering into this Agreement. For purposes of this Agreement, the knowledge of the officers and directors of the Company and EV and their supervising employees with reason to know about the matter in question shall be attributed to the Company and EV, respectively.

(a) Organization of Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, duly authorized and with full corporate power and authority to own or lease its properties and to carry on the business conducted by it in the manner and in the places where such properties are owned or leased or such business is currently conducted or proposed to be conducted. The copies of the Company's organizational charter as amended to date, certified by the Delaware Secretary of State, and of the Company's Bylaws, as amended to date, certified by the Company's Secretary, and heretofore delivered to Purchaser's counsel, are complete and correct, no amendments thereto are pending. Company is duly qualified to do business as a foreign corporation in Kentucky and Indiana, and it is not required to be so or qualified to conduct its business or own its property in any other jurisdiction where its failure to do so would have a material adverse effect on the Company's businesses.
(b) Capital of Company. The Company has authorized capital stock consisting of one thousand (1,000) shares of no par value voting common stock, of which one thousand (1,000) shares of no par value voting stock are issued and outstanding (the "Shares"). There are no outstanding subscriptions, options, rights, warrants, commitments, preemptive rights or other agreements of any kind for the issuance or sale of, or outstanding securities convertible into, any additional shares of capital stock of any class of the Company constituting all of the outstanding capital stock of the Company.

(c) Subsidiaries. The Company has no subsidiaries. The Company does not own or have any direct or indirect interest in or control over any corporation, partnership, joint-venture or entity of any kind.

(d) Due Issuance. All the issued and outstanding Shares of capital stock of the Company have been properly and validly issued and are fully paid and non-assessable.

(e) Title to Shares. Except as set forth on Schedule 4.01(e), EV is the sole and exclusive owner of the Shares which constitute all of the issued and outstanding voting common stock of the Company. Except as set forth on Schedule 4.01(e), EV owns the Shares free and clear of all liens, pledges, hypothecations, restrictions or encumbrances, and no other person, firm or corporation has, or will have, at Closing any interest whatsoever in any such Shares.

(f) Authority and Enforceability. The Company and EV have the right, power, legal capacity and authority to enter into this Agreement and sell, transfer and convey the Purchased Assets, free and clear of any statutory, contractual, or other limitations and to enter into and perform their respective obligations under this Agreement. The execution, delivery and performance by EV and the Company of this Agreement have been duly authorized by all necessary corporate action of EV and the Company and no other action on the part of EV and the Company is required in connection therewith. Except for the persons or entities listed on Schedule 4.01(f) and except as otherwise provided for in this Agreement, no consents or approvals, other than the Company and EV, are necessary in connection with this Agreement. This Agreement constitutes valid and legally binding obligations of EV and the Company, enforceable in accordance with the terms hereof.

The execution, delivery and performance by the Company and EV of this Agreement and each such Exhibit and Schedule to this Agreement and any and all other documents and instruments necessary or required for the Company and EV to consummate the transactions contemplated herein:

(i) do not and will not violate any provision of the Organizational Charter or Bylaws or any amendments thereto of the Company or EV;

(ii) do not and will not violate any laws of the United States, or any state or other jurisdiction applicable to the Company or EV or require the Company or EV to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise), that has not been obtained or made; and
(iii) do not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgement, injunction, decree, determination or arbitration award to which the Company or EV is a party or by which the property of the Company or EV is bound or affected, or result in the creation or imposition of a mortgage, pledge, lien, security interest, or other charge or incumbrance on the Purchased Assets, except as specifically identified on Schedule 4.01(f).

(g) Financial Statements. Company has delivered to Purchaser the financial statements of the Company as of December 31, 1996 and March 31, 1997, and the interim balance sheets and income statements of the Company as of June 30, 1997 (the "Interim Balance Sheet") (the Interim Balance Sheets and financial statements are collectively referred to herein as "Financial Statements"), copies of which are attached hereto as Schedule 4.01(g)(1), (2), (3), respectively. The Financial Statements are true, correct and complete and have been prepared in accordance with generally accepted accounting principles applied consistently during the periods covered thereby ("GAAP"); the balance sheets in the Financial Statements fairly represent the financial position of the Company as of the respective dates and set forth in full and reflect all liabilities, including taxes of the Company as of such date; the income statements fairly represent the results of the operations of the Company for the periods indicated and covered thereby. Neither the Company nor EV knows, or has any reason to know, of any liability or any basis for the assertion against the Company of any liability not reflected or reserved against in the balance sheets.

(h) Absence of Change. Except as set forth in Schedule 4.01(h) and except as previously disclosed to Purchaser in writing, copies of which are attached to Schedule 4.01(h), since January 1, 1997, there has been:

(i) no material adverse change in the condition, financial or otherwise of the Company;

(ii) no fire, explosion, accident, flood, smoke, water damage or other catastrophe, embargo, lockout, strike, labor trouble, confiscation of vital machinery or materials by any government or any agency thereof, war, state of emergency, act of God, of other event which materially and adversely affected the Business and properties of the Company, as well as the buildings occupied or used by the Company;

(iii) no sales of goods or services or other transactions of the Company other than those occurring in the ordinary course of business, which had or will have any material adverse effect on the Company's business or financial condition;

(iv) no material change in the manner of conducting the Business of the Company;
(v) no financial or other commitments or obligations incurred by the Company, except such as may be incidental to carrying on the ordinary course of business;

(vi) no borrowing by the Company of any funds and no endorsing or guaranteeing payment by it of any loan or obligation, contractual or otherwise, of any other individual firm, corporation or other entity, and except as set forth in Financial Statements, there are no such borrowings, endorsements, or guarantees by the Company presently outstanding;

(vii) no loans or advances by the Company to any individual, firm, corporation, or other entity at any time;

(viii) no capital additions or improvements in excess of $50,000 in the aggregate, and no contracts or purchase orders therefor, to the properties of the Company;

(ix) no sale, retirement, abandonment, or other disposition of any property in the Company, except the disposition of minor equipment in the ordinary course of business with an aggregate value of less than $10,000;

(x) no outstanding obligation by the Company either for money borrowed or otherwise, other than is set forth in the Financial Statements, except trade accounts payable and other current expenses and taxes incurred and accrued on its books and arising out of the ordinary course of business, none of which obligations are in default or in arrears of payment;

(xi) no dividend on the Company's capital stock and no money or other property set apart for payment or for making any other distributions to or for the benefit of the account of the Company;

(xii)no acquisition or contract to acquire in any manner, directly or indirectly, substantially all of the assets of the Company or any of the outstanding capital stock of the Company or any other corporation;

(xiii) no payment of or any obligation to pay any amounts either in cash or other property to any person for cancellation of any outstanding options or agreements to acquire shares of the Company's capital stock;

(xiv) no change in the capital structure or articles of incorporation or bylaws of the Company; or

(xv) no change in the accounting methods or practices followed by the Company in connection with the operations of the Company.

(i) Contracts. Except for contracts, commitments, plans, agreements and licenses described in Schedule 4.01(i), true and complete copies of which are to be delivered to Purchaser prior to the Closing, the Company does not have, is not a party to or subject to:

(i) any outstanding employment agreement with any person or any outstanding obligations under any prior such agreements;
(ii) any outstanding consulting, retainer or service agreement or arrangements for rendition of services or otherwise by any person or any outstanding obligations under any prior such agreements or arrangements;
(iii) any officers or other employees whose employment cannot be terminated by it at will;
(iv) any liability for, and has not paid compensation to, any executives, key employees, directors or stockholders in excess of that being paid or accrued for current weekly payroll;
(v) any collective bargaining agreement or agreements.
(vi) any contracts or agreements for the purchase of any commodity, material, service or equipment, except purchase orders in the ordinary course for less than $10,000.00 each, such orders not exceeding $20,000.00 in the aggregate;

(vii) any contracts or agreements creating any obligations of the Company of $5,000.00 or more with respect to any such contract or agreement not specifically disclosed elsewhere under this Agreement;
(viii) any contract or agreement providing for the purchase or all of substantially all of its requirements of a particular product from a supplier;
(ix) any contract or agreement which by its terms does not terminate or is not terminable without penalty by Company or any successor or assign within one year after the date hereof;
(x) any contract or agreement for the sale or lease of its products not made in the ordinary course of business;
(xi) any contract with any sales agent or distributor of products or services of the Company;
(xii) any contract containing covenants limiting the freedom of the Company to compete in any line of business or with any personal entity;
(xiii) any contract or agreement for the purchase of any fixed asset whether or not such purchase is in the ordinary course of business;
(xiv) any license agreement (as licensor or licensee);
(xv) any indenture, mortgage, promissory note, loan agreement, guarantee or any other agreement or commitment for the borrowing of money; and
(xvi) any contract or agreement with any officer, employee, director or stockholder of EV or the Company or with any persons or organizations controlled by or affiliated with any of them. The Company is not in default under any such contracts, commitments, plans, agreements or licenses described in said Schedule 4.01(i) and has no knowledge of conditions or facts which with notice or passage of time, or both, would constitute a default.
(j) Sales Representatives, Dealers and Distributors. Except as set forth in Schedule 4.01(j), the Company is not a party to any contract or agreement with any person under which such other person is a sales agent, representative, dealer or distributor of any of the products of the Company which by its terms cannot be terminated at will or on not more than 30 days prior notice and there has been no change in the rate of compensation paid or payable to any such person since January 1, 1997.
(k) Pending Claims. Except as set forth in Schedule 4.01(k), there are no audits by a tax authority, claims of any kind, actions, litigation, governmental or administrative proceeding or other investigations or proceedings or disputes pending or threatened against or affecting the Company; there are no unpaid judgments of any kind against the Company; there are no contracts of the Company subject to renegotiation or unilateral downward price adjustment; the Company is not charged with or threatened with a charge or violation nor is it under investigation with respect to any alleged violation of any provision of any federal, state or local law or administrative ruling or regulation relating to any aspect of the business being carried on by the Company.

(l) Legal Compliance. The business of the Company has been and is presently being conducted in material compliance with all applicable statutes, orders, laws, ordinances, rules and regulations promulgated by any federal, state, municipal or other governmental authority which apply to the conduct of its business, and Company has not received notice of a violation or alleged violation of any such statue, ordinance, rule or regulation.

(m) Title to Assets. Except as set forth in Schedule 4.01(m), (i) the Company is the sole and exclusive owner of, and has good and valid title to, all of the Purchased Assets used in the Business, wherever located, free and clear of all liens, mortgages, pledges, encumbrances or other charges; and (ii) except as set forth in Schedule 4.01(m) no other person, firm or corporation has or will have at Closing any interest whatsoever in any of the Purchased Assets.

(n) Condition of Assets. The Purchased Assets, presently used in the Business, are in good operating condition, normal wear and tear excepted.

(o) Leases. The Company is not a lessee of any real or personal property under any lease agreement covering property not owned by it, except as may be set forth in Schedule 4.01(o), and in connection with all leases set forth in such Schedule 4.01(o), no shareholder nor any officer, director or key employee of the Company or EV, nor any spouse, child or relative of any of those persons, owns or has any interest, directly or indirectly, in any of the real or personal property leased to the Company. All leases listed in Schedule 4.01(o) are valid and in full force, and there does not exist any default or event that with notice or lapse of time, or both, would constitute a default or event of acceleration under any of these leases.

(p) Inventory. The Company has no inventory.

(q) Other Property. Schedule 4.01(q) to this Agreement is a schedule describing, and specifying the location of all trucks, automobiles, machinery, equipment, furniture, supplies, tools, dies, jigs, molds, patterns, drawings, and all other tangible personal property owned by, in the possession of, or used by the Company in connection with the Business, except (i) inventories of stock materials and (ii) items with a value of less than $500. The property listed in Schedule 4.01(q) constitutes all such tangible personal property necessary for the conduct by the Business as now conducted. Except as stated in Schedule 4.01(q), no personal property used by the Company in connection with the Business is held under any lease, security agreement, conditional sales contract, or other title retention or security arrangement, or is located other than in possession of the Company.

(r) Customers. Schedule 4.01(r) to this Agreement is a current list of all ($10,000 or more) customers of the Company as of the date thereof which is after June 30, 1997. Except as indicated in Schedule 4.01(r), the Company or EV have no information, nor are they aware of any facts or circumstances, indicating that any of these customers intends to cease doing business with it other than pursuant to the expiration of any contract with these customers, or materially alter the amount of the business that it is doing with the Company.

(s) Interest in Customers, Suppliers and Competitors. To the best of Company's or EV's knowledge, no shareholder nor any officer, director, or key employee of the Company, nor any spouse or child of any of them, has any direct or indirect interest in any competitor, supplier, or customer of the Company or EV or in any person from whom or to whom any of them leases any real or personal property, or in any other person with whom the Company is doing business, except as may be permitted by the NonCompetition Agreement, a copy of which is attached hereto as Exhibit A.

(t) Corporate Documents. The Company has furnished to Purchaser for its examination copies of (i) the articles of incorporation, and any amendments thereto certified by the Delaware Secretary of State, and bylaws (and amendments thereto) of the Company; (ii) the minute books of the Company containing all records required to be set forth of all proceedings, consents, actions, and meetings of the Company and the Board of Directors of the Company which have a material impact on the Purchased Assets or the transactions contemplated under this Agreement; (iii) all material permits and consents issued with respect to the Company and all applications for such permits and consents; and (iv) the stock transfer books of the Company, if available, setting forth all issuances and transfers of any capital stock (the "Corporate Records"). The Corporate Records of the Company, as delivered to Purchaser, are true and complete copies of all Corporate Records of the Company.

(u) Operational Compliance. Neither the Company nor EV has received any notice or has any knowledge that the properties of the Company are not being operated in material conformity with all applicable rules, ordinances, and other laws pertaining thereto. Neither the Company nor EV have received any notice or has any knowledge that the Company is not in material compliance with all federal and state laws relating to the business of the Company or its properties.

(v) Absence of Restrictions. The Company is not subject to any contractual or other restrictions which materially and adversely affect its business, properties, assets or financial condition.

(w) Accounts Receivable. All notes and accounts receivable and employees' loans (all of which are hereinafter called "Receivables") of the Company appearing Schedule 1.01(a)-A including those reflected on the balance sheets in the Financial Statements, and those accrued thereafter up to Closing less reserves for uncollectible receivables, are genuine and valid obligations owed to the Company.
(x) OSHA. The Company and its operations and properties are presently in material compliance with all applicable Occupational Safety and Health rules, regulations and laws. Neither the Company nor EV have received any notice, or knows of any potential occupational safety and health problem in connection with the operations or properties of the Company.

(y) Investments. The Company does not own, directly or indirectly, any of the capital stock, securities or obligations of any government or agency thereof, any lending institution or any corporation, domestic or foreign.

(z) Intellectual Property. All license agreements relating to the following, and all patents and patent applications or their equivalent, inventions, research and development, trademarks and service marks (whether registered or unregistered) and trade names, trade secrets, proprietary information, computer software and copyrights, owned by or licensed to, the Company which are of any value or importance to its business or which it is authorized to use in the production or marketing of any products now produced or proposed to be produced by the Company (collectively the "Intellectual Property") are listed in Schedule 4.01(z), and to the extent indicated therein have been duly registered in, filed in or issued by the United States and foreign Patent Offices or other appropriate governmental office, except as set forth in Schedule 4.01(z), the Company is the sole person or entity entitled to use the Intellectual Property, free and clear of any claims or demands of any other person. The Company does not use any of the Intellectual Property by consent of any other rightful owner thereof and neither the Company nor EV knows of any attachments, liens or encumbrances thereon. Except as set forth in Schedule 4.01(z), the Company does not pay any licensing fee, royalty or other payment to any other person or entity with respect to any of the Intellectual Property and has no knowledge of any proceedings which have been instituted or are pending or threatened which challenge the rights of the Company with respect thereto, or that any of the Intellectual Property infringes or is being infringed by others or is subject to any outstanding order, decree, judgment or stipulation.

(aa) Tax Matters. Except as set forth in Schedule 4.01(aa), the Company has timely filed all federal, state, and local tax returns, estimates and reports required to be filed by it and has paid in full all taxes shown to be due by such returns, estimates or reports. Neither the Company nor EV knows of any audits, assessments, notices of deficiency, claims or demands for taxes or proposed deficiencies against the Company for any federal, state or local taxes. Neither the Company nor EV has consented to a waiver or extension of the statute of limitations for assessments of any tax liability for any year with any department of any federal, state, local or foreign government responsible for the administration of tax laws.

(bb) Employee Benefit Matters.

(i) Except as set forth in Schedule 4.01(bb), the Company has no pension, profit sharing, retirement, fringe benefit, deferred compensation, stock purchase, stock option, incentive, bonus, vacation, severance, disability, hospitalization, medical insurance, life insurance or any other type of employee benefit plan, program or arrangement ("Plan"). Except as set forth on Schedule 4.01(bb)-1 all plans set forth in this Schedule 4.01(bb) are qualified under Section 401 of the Internal Revenue Code.
(ii) Except as set forth in Schedule 4.01(bb), (A) the Company has complied in all material respects with all applicable laws, rules and regulations of governmental agencies or authorities relating to the employment of labor in connection with the operation of its business, including, without limitation, ERISA and the regulations and published interpretations thereunder, the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, related to employees and former employees ("COBRA"), and those relating to wages, hours, collective bargaining, unemployment insurance, workers' compensation, equal employment opportunity and the payment and withholding of taxes, including income and social security taxes, (B) the Company has not agreed to recognize any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified as representing any of its employees, and (C) for the past three years, the Company has not experienced any strikes, work stoppages, significant proceedings or claims of unfair labor practices filed.

(cc) Insurance. The Company has maintained and now maintains in amounts customary in their industry (i) insurance on all its assets and businesses of a type customarily insured, covering property damage and loss of income by fire and other casualty, and
(ii) insurance protection against all liabilities, claims and risks against which it is customary to insure. Except for notices sent to the Company whereby it is notified by the insurer that the applicable insurance contract is due to expire on a date specified therein and except as disclosed in Schedule 9.13, no written notice of any cancellation or threatened cancellation of any insurance contract has been received by the Company and, to the knowledge of the Company, each of the insurance contracts is in full force and effect in accordance with their terms and will continue to be in full force as of the Closing.

(dd) Environmental Matters. Except for items which in the aggregate do not or could not reasonably be expected to have a material adverse effect on the Business or the Purchased Assets of the Company or as disclosed on Schedule 4.01(dd), (i) the property and assets of the Company and the operations conducted thereon by the Company (aa) do not violate any applicable federal, state or local environmental law, regulation or ordinance (each hereinafter an "Environmental Law"), including by way of illustration and not by way of limitation, (x) the Clean Air Act, the Federal Water Pollution Control Act of 1972, the Resource Conservation and Recovery Act of 1976, the Comprehensive Environmental Response Compensation and Liability Act of 1980, and the Toxic Substances Control Act (including any amendments or extension thereof, and rules, regulations, standards or guidelines pursuant to any Environmental Laws) and (y) all other environmental standards or requirements, and (bb) are not subject to any existing, pending or, to the knowledge of the Company or EV, threatened investigation, inquiry or proceeding by any governmental authority or to any remedial obligations under any Environmental Law; (ii) all notices, permits, licenses or similar authorizations, if any, required to be obtained or filed under any Environmental Law in connection with the use of the real properties and assets of the Company, including, without limitation, past or present treatment, storage, disposal or release of any or all petroleum products, underground storage tanks, and all Hazardous Substances (as such term is hereinafter defined) into the environment, have been obtained or filed; (iii) to the extent required by Environmental Laws, all Hazardous Substances generated at or in connection with the real properties and operations of the Company have been transported only by carriers having an identification number issued by the U.S. Environmental Protection Agency, treated or disposed of only by treatment or disposal facilities, respectively, maintaining valid permits to the extent required under all applicable Environmental Laws, or reclaimed or recycled only by reclamation or recycling facilities which are authorized to receive such Hazardous Substances and which are exempt from, or maintaining valid permits to the extent required under, all applicable Environmental Laws; and (iv) no Hazardous Substances have been disposed of or otherwise released on or to (aa) the real properties on which the operations of the Company are conducted except in strict compliance with Environmental Laws or (bb) elsewhere except in accordance with clause (iii) above. "Hazardous Substances" shall mean any toxic or hazardous or noxious substance, material or waste which is regulated by any local government authority having jurisdiction over the real properties of or used by the Company, the Commonwealth of Kentucky or the United States Government, including but not limited to (i) asbestos or any asbestos containing material of any kind or character which is now or may become friable and polychlorinated biphenyl ("PCB's") as regulated by the Toxic Substances Control Act, 15 U.S.C.A. 2601 et seq. or materials or substances designated as "hazardous substances" pursuant to
Section 311 of the Clean Water Act, 33 U.S.C.A. 1251 et seq., defined as "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C.A. 6901 et seq. or defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A. 6901 et seq.

No notice of any material violation of any Environmental Laws has been received by the Company or EV concerning the real properties of or used by the Company and there are no existing or pending requirements of any governmental authority relating to environmental matters requiring any remedial action or other work, repairs, construction or capital expenditures with respect to the real properties. Neither the Company nor EV have been named as a "potentially responsible party" in connection with any litigation, investigation or similar matter, and none of them knows of any matter in which the Company may be so named.

(ee) Warranty or other Claims. To the Company's knowledge, after due inquiry, there are no existing or threatened product liability, warranty, malpractice or similar claims or any similar claims or any facts upon which a material claim or such nature could be based, against the Company for products or services which are defective or fail to meet any product or service warranties except as disclosed in Schedule 4.01(ee). No claim has been asserted against the Company and to the Company's knowledge and belief no such claim is presently contemplated for a re-negotiation or price redetermination of any business transaction, and which such claim could be based which has not been adequately adjusted or reserved in the Financial Statements.

(ff) Permits: Burdensome Agreements. Schedule 4.01(ff) lists all permits, registrations, licenses, franchises, certifications and other approvals (collectively the "Approvals") required from federal, state or local authorities which the Company maintains to conduct its business. Except as disclosed in Schedule 4.01(ff) or any other Schedule hereto, the Company is not subject to or bound by any agreement, arrangement, judgement, decree or order which may materially adversely affect its business or prospects, its condition, financial or otherwise, or any of its assets or property.

(gg) Liabilities. As of the date hereof and as of the Closing, the Company had and will have no liabilities of any nature, whether accrued, absolute, contingent or otherwise asserted or unasserted, known or unknown (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due or contingent or potential liabilities relating to the activities of the Company or the conduct of the business prior to the date hereof or the Closing, as the case may be, regardless of whether claims in respect thereof had been asserted as of such date), except liabilities (i) stated or adequately reserved against on the Financial Statements or the notes thereto,
(ii) reflected in schedules furnished to the Purchaser hereunder on the date hereof and on the Closing, or (iii) incurred in the ordinary course of the Company's business consistent with terms of this Agreement.

(hh) Banking Relations. All the arrangements which the Company has with any banking or financial institution are completely and accurately described in Schedule 4.01(hh), indicated with respect to each such arrangements the type of arrangement maintained (such as checking account, borrowing arrangements, safe deposit box, etc.) and the person or persons authorized in respect thereof.

(ii) Disclosure. To the best of knowledge of the Company and EV, after due inquiry, the representations, warranties and statements contained in this Agreement and in the certificates, exhibits and schedules provided by the Company or EV pursuant to this Agreement to Purchaser do not contain any untrue statement of a material fact, and when taken together do not omit to state a material fact required to be stated therein or necessary in order to make such representations, warranties or statements not misleading and might have circumstances under which they were made. To the best knowledge of the Company and EV, after due inquiry, there are no facts which presently or may in the future have a materially adverse affect on the Business, the Purchased Assets or the properties, prospects, operations or conditions of the Company which have not been specifically disclosed herein or in a schedule furnished herewith.

ARTICLE V
PURCHASER'S REPRESENTATIONS AND WARRANTIES

5.01 Purchaser represents and warrants that:

(a) Organization. It is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Kentucky. The copies of the Purchaser's organizational charter as amended to date, certified by the Kentucky Secretary of State, and of the Purchaser's Bylaws, as amended to date, certified by the Purchaser's Secretary, and heretofore delivered to the Company's counsel, are complete and correct, no amendments thereto are pending.

(b) Authority. It has taken all necessary corporate action on its part as may be required under the laws of the Commonwealth of Kentucky and under its Articles of Incorporation and Bylaws to authorize the execution, delivery and carrying out of this Agreement and each such other agreement, document or instrument required under this Agreement on its behalf. Purchaser has full corporate power and authority to carry on its business and to enter into and to consummate the transactions contemplated by this Agreement.
(c) Enforceability. This Agreement constitutes a valid and legally binding obligation of Purchaser enforceable in accordance with the terms hereof.
(d) No Violation. The execution and delivery of this Agreement, the consummation of the transaction contemplated by this Agreement, and the fulfillment of and compliance with the terms and provisions hereof do not (i) conflict with or violate any judicial or administrative order, or judgment or decree applicable to Purchaser or (ii) conflict with any of the terms, conditions or provisions of the Certificate of Incorporation or with the Articles of Incorporation, Bylaws of Purchaser or any agreements, contract, instrument, mortgage or restriction to which Purchaser is a party or by which it is bound or which is applicable to its properties.
(e) Litigation. There is no litigation or governmental or administrative proceeding or investigation pending or to its knowledge, threatened against the Purchaser which would prohibit the consummation of the transactions contemplated by this Agreement.

ARTICLE VI
THE COMPANY'S AND EV'S OBLIGATIONS BEFORE CLOSING

6.01 Making of Covenants and Agreements. The Company and EV hereby jointly and severally make the following covenants and agreements.

(a) Conduct of Business. Between the date of this Agreement and the Closing Date, EV will cause the Company to:

(i) Conduct the Business only in the ordinary course and refrain from changing or introducing any method of management or operations except in the ordinary course of business and consistent with prior practices;

(ii) Refrain from making any purchase, sale or disposition of any asset or property other than in the ordinary course of business, from purchasing any capital asset costing more than $5,000 and from mortgaging, pledging, subjecting to a lien or otherwise encumbering any of its properties or assets other than in the ordinary course of business;

(iii) Refrain from incurring any contingent liability as a guarantor or otherwise with respect to the obligations of others, and from incurring any other contingent or fixed obligations or liabilities except in the ordinary course of business;

(iv) Refrain from making any change or incurring any obligation to make a change in its organizational charter, By-laws or authorized or issued capital stock;
(v) Refrain from declaring, setting aside or paying any dividend, making any other distribution in respect of its capital stock or making any direct or indirect redemption, purchase or other acquisition of its stock;

(vi) Refrain from making any change in the compensation payable or to become payable to any of its officers, employees, agents or independent contractors;

(vii) Refrain from prepaying loans (if any) from its stockholders, officers or directors or making any change in its borrowing arrangements;

(viii) Use its best efforts to prevent any change with respect to its management and supervisory personnel and banking arrangements;

(ix) Use its best efforts to keep intact its business organization, to keep available its present officers and employees, to preserve the goodwill of all suppliers, customers, independent contractors and others having business relations with it, make no adjustment in rates or hours of work, nor enter into any labor or employment contract, or adopt any new pension, benefit or severance plan;

(x) Have in effect and maintain at all times all insurance of the kind, in the amount and with the insurers set forth in Schedule 6.01(x) hereto or equivalent insurance with any substitute insurers approved in writing by Purchaser;

(xi) Furnish Purchaser with Schedules of accounts payable, accounts receivable, the current bank balances and accrued vacation liability to Company employees, all as of August 25, 1997 on August 26, 1997;

(xii) Permit Purchaser and its authorized representatives to have full access to all its properties, assets, records, tax returns, contracts and documents and furnish to Purchaser or its authorized representatives such financial and other information with respect to its business or properties as Purchaser may from time to time reasonably request.

(b) Authorization from Others. Prior to the Closing, EV and the Company will each use their reasonable best efforts to obtain all authorizations, consents and permits of others required to permit the consummation by the Company of the transactions contemplated by this Agreement.

(c) Notice of Default. Promptly upon the occurrence of, or promptly upon EV or the Company becoming aware of the impending or threatened occurrence of, any event which could cause or constitute a breach or default, or would have caused or constituted a breach or default had such event occurred or been known to EV or the Company prior to the date hereof, of any of the representations, warranties or covenants of EV or the Company contained in or referred to in this Agreement or in any Schedule or Exhibit referred to in this Agreement, the Company and EV shall give detailed written notice thereof to Purchaser and shall use their best efforts to prevent or promptly remedy the same.
(d) Consummation of Agreement. EV and the Company shall use their reasonable best efforts to perform and fulfill all conditions and obligations on their parts to be performed and fulfilled under this Agreement, to the end that the transactions contemplated by this Agreement shall be fully carried out. To this end, the Company will obtain prior to the Closing all necessary authorizations or approvals of its stockholders and Board of Directors to consummate the transactions contemplated hereunder.

(e) Cooperation of EV and the Company. EV and the Company shall cooperate with all reasonable requests of Purchaser and the Purchaser's counsel in connection with the consummation of the transactions contemplated hereby, including without limitation, cooperating in the rollover, if necessary or required by ERISA, of any Plan described in Schedule 4.01(bb)

(f) No Solicitation of Other Offers. Neither EV nor the Company, nor any of their representatives, officers, directors, employees or agents will, directly or indirectly,
(i) solicit, entertain, discuss, or negotiate with, any person, other than Purchaser, relating to the possible acquisition of the Company or any of the Company's assets (except in the ordinary course of the Company's business consistent with the terms of this Agreement); (ii) provide, or cause any other person to provide, any information to any person, other than Purchaser, relating to the possible acquisition of the Company or any of the Company's assets (except in the ordinary course of the Company's business consistent with the terms of this Agreement); or (iii) enter into a transaction with any person or persons, other than Purchaser concerning the possible acquisition of the Company or any of the Company's assets (except in the ordinary course of the Company's business).

If any party receives any unsolicited offer or proposal to acquire any of the stock, any securities of the Company or any assets of the Company (except in the ordinary course of business), or to enter into negotiations or discussions concerning the above, such party shall immediately reject the same and notify Purchaser thereof, including information as to the identification of the party making any such proposal, and the specific terms of such offer or proposal.

(g) Confidentiality. EV and the Company agree that, unless and until the Closing has been consummated, EV, the Company and their respective officers, directors, agents and representatives will hold in strict confidence, and will not use any confidential or proprietary data or information obtained from Purchaser with respect to its business or financial condition except for the purpose of evaluating, negotiating and completing the transaction contemplated hereby and obtaining necessary government consents. Purchaser acknowledges that the transactions contemplated herein are material to EV and require public disclosure. EV and the Company shall obtain Purchaser's consent, which consent shall not be unreasonably withheld, prior to making any press release or public statement concerning the transactions contemplated herein.

(h) Tax Returns. The Company, with the approval of Purchaser and in accordance with applicable law, shall cause the Company to (i) promptly prepare and file on or before the due date or any extension thereof all federal, state and local tax returns required to be filed by it with respect to taxable periods of the Company that include any period ending on or before the Closing and (ii) pay all Taxes of the Company attributable to periods ending on or before the Closing.

6.02 Representations, Warranties and Covenants at Closing. Except for information in the Schedules and Exhibits, which is controlled by Section 9.07, all representations, warranties and covenants of EV and the Company set forth in this Agreement and in any written statements delivered to Purchaser by any of them under this Agreement will also be true and correct in all material respects as of Closing, as if made on and as of that date.

6.03 Further Documents or Actions. The Company and EV, at any time before or after the Closing, will execute, acknowledge and deliver any further deeds, assignments or conveyances, and any other assurances, documents, and instruments of transfer, reasonably requested by Purchaser and will take any other action consistent with the terms of this Agreement that may reasonably be requested by Purchaser.

ARTICLE VII
PURCHASER'S OBLIGATIONS BEFORE CLOSING

7.01 Confidentiality. Purchaser agrees that, unless and until the Closing has been consummated, Purchaser and its officers, directors, and other representatives will not use in any manner or for any purpose any or all confidential data and information whether written or otherwise, obtained in connection with this transaction or Agreement, with respect to the Business of the Company, and if the transactions contemplated by this Agreement are not consummated Purchaser will return to the Company all such data and information that the Company may reasonably request. Any such data and information will not be considered confidential hereunder if it is part of the public domain or becomes part of the public domain through no act or omission of Purchaser unless required by subpoena or other court process or as may be required by law.

7.02 Representations, Warranties and Covenants at Closing. All representations, warranties and covenants of Purchaser set forth in this Agreement and in any written statements delivered to EV and the Company under this Agreement will also be true and correct in all material respect as of Closing, as if made on and as of that date.

7.03 Notice of Default. Between the date of this Agreement and the Closing Date, the Purchaser will promptly, upon the occurrence of, or promptly upon Purchaser becoming aware of the impending or threatened occurrence of, any event which could cause or constitute a breach or default, or would have caused or constituted a breach or default had such event occurred or been known to Purchaser prior to the date hereof, of any of the representations, warranties or covenants of Purchaser contained in, or referred to in, this Agreement or in any Schedule or Exhibit referred to in this Agreement, the Purchaser shall give detailed written notice thereof to the Company and EV and shall use its best efforts to prevent or promptly remedy the same.

ARTICLE VIII
CONDITIONS PRECEDENT TO COMPANY'S PERFORMANCES

8.01 Conditions. The obligations of the Company to sell transfer and convey the Purchased Assets under this Agreement are subject to the satisfaction, at or before Closing, of all the conditions set forth in this Article VIII.

8.02 Purchasers Warranties. All representations and warranties by Purchaser contained in this Agreement or in any written statement delivered by Purchaser under this Agreement shall be true on and as of Closing as though such representations and warranties were made on and as of that date.

8.03 Purchaser's Performance. Purchaser shall have performed and complied with all covenants and agreements, and satisfied all conditions that it is required by this Agreement to perform, comply with, or satisfy, before or at Closing.

8.04 Approval of Board of Directors and Shareholders. The Company shall have received the certified copies of the minutes of the Board of Directors and Shareholders of Purchaser authorizing and approving this Agreement.

8.05 Assumed Liabilities. The Company shall execute and deliver the Assumption Agreement described in Section 3.03 herein.

8.06 Good Standing Certificate. The Company shall have received a certificate of good standing of the Purchaser from the Kentucky Secretary of State, dated not more than one month prior to Closing.

8.07 Opinion of Counsel. The Company shall have received an opinion dated as of the Closing date and addressed to the Company, by Goldberg & Simpson, P.S.C., counsel for the Purchaser, reasonably satisfactory to the Company's counsel, as to such of the subject matter of this Agreement and the transactions contemplated hereunder as deemed appropriate by the Company and EV.

8.08 Delivery of Purchase Price. Purchaser shall have delivered to the Company the Purchase Price in the amount and in the manner set forth in Section 2.02.

8.09 Payment of Key Bank Debt. Purchaser shall have delivered to Company evidence of Purchaser's payment of the Key Bank Debt.

8.10 Termination of the Debentureholders' Security Interest in the Purchased Assets. (i) The Company shall have received the consent of the holders of a majority in face amount of EV's 9% convertible debentures (the "Required Debentureholders") to have EV and the Collateral Agent amend the Security Agreement with the Debentureholders to permit the sale of the Purchased Assets or in the alternative, EV shall have received the amendment, waiver and consent of the Required Debentureholders authorizing the sale of the Purchased Assets and (ii) the Collateral Agent shall have executed and filed or delivered to EV for filing, a UCC-3 termination statement terminating the Debentureholder's security interest in the Purchased Assets.

8.11 The Company shall have obtained a landlord's lien waiver from its Louisville, Kentucky landlord.

ARTICLE IX
CONDITIONS PRECEDENT TO PURCHASER'S PERFORMANCE

9.01 Conditions. The obligation of Purchaser to purchase the Purchased Assets, assume the Assumed Liabilities and consummate the transactions contemplated under this Agreement is subject to the satisfaction, at or before Closing, of all the conditions set forth in this Article IX. Purchaser may waive any or all of these conditions in whole or in part without prior notice.

9.02 Clear Title.

(a) Purchased Assets. The Company shall be the sole and exclusive owner of, and have good and valid title to all of the Purchased Assets, wherever located, free and clear of all liens, mortgages, pledges, encumbrances or other charges.
(b) Release of Security Interest. Purchaser shall have received evidence, satisfactory to Purchaser in its sole and absolute discretion, including appropriately filed UCC-3 termination statement that all security interests, including the Debentureholders' and Key Bank's security interests, in and to the Purchased Assets have been released and terminated.
(c) Capital Stock. The issued and outstanding shares of capital stock of the Company shall consist only of the Shares, all of which are fully paid and non-assessable and there are no shares of common stock held in its treasury. EV shall be the sole record owner of the Shares.

9.03 Accuracy of Representations and Warranties. Except for information in the Schedules, which is controlled by
Section 9.07 and except as otherwise specifically permitted by this Agreement, all representations and warranties by EV and the Company in this Agreement or in any written statement that shall be delivered to Purchaser by either of them under this Agreement shall be true in all material respects on and as of the Closing as though made at that time.

9.04 Performance of the Company and EV. The Company and EV shall have performed, satisfied, and complied with all covenants, agreements, obligations and conditions required by this Agreement to be performed or complied with by them, on or before Closing.

9.05 No Material Changes. During the period from June 30, 1997 to Closing, there shall not have been any material adverse change in the financial condition of the Company and it shall not have sustained any material loss or damage to the Purchased Assets which is not insured, that materially affect its ability to conduct its business.

9.06 Instruments of Transfer and Certificate of the Company. Purchaser shall have received (i) the instruments of transfer of the Purchased Assets specified in Section 3.02(a) and (ii) a certificate, dated as of the Closing, signed by the Company's president and treasurer certifying, in such detail as Purchaser and its counsel may reasonably request, that the conditions specified in Sections 9.01 through 9.23, with the exception of Sections 9.14, 9.16, 9.17, 9.18, 9.19 and 9.21, have been fulfilled.
9.07 Schedules. All Schedules and Exhibits to this Agreement are to be prepared by the Company and shall be dated and shall be accurate as of the date prepared.

9.08 Good Standing Certificate. Purchaser shall have received certificates of good standing of the Company, dated not more than one month prior to Closing, in Delaware, Kentucky and Indiana, and a copy of a waiver of tax lien or a statement as to good tax standing issued by each such state's tax or revenue commissioner.

9.09 Opinion of Counsel. Purchaser shall have received an opinion dated as of the Closing date and addressed to the Purchaser and its counsel, by Rich, May, Bilodeau & Flaherty, P.S.C., counsel for the Company and EV, reasonably satisfactory to Purchaser's counsel as to such of the subject matter of this Agreement and the transactions contemplated hereunder as deemed appropriate by Purchaser and in the form set forth as Schedule 9.09 hereto.

9.10 Books and Records. Purchaser shall have received all books and records of the Business as set forth in Section 1.01(c), including copies of the Corporate Records, and such other documents as may be deemed reasonably necessary by counsel for Purchaser to carry out the terms of this Agreement.

9.11 Absence of Litigation. No action, suit, investigation or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall have been instituted or threatened on or before the Closing.

9.12 Consents. The Company and EV shall have made all filings with and notifications of governmental authorities, regulatory agencies and other entities required to be made by the Company and EV in connection with the execution and delivery of this Agreement and the performance of the transactions contemplated hereby. The Company, EV and Purchaser shall have received all authorizations, waivers, consents, assignments and permits required, necessary or appropriate to permit the transactions contemplated by this Agreement, in form and substance reasonably satisfactory to Purchaser, from all third parties, including without limitation, applicable governmental authorities, regulatory agencies, lessors, lenders, customers, clients and contract parties, required in connection with the sale, transfer and conveyance of the Purchased Assets to avoid a breach, default, termination, acceleration or modification of any indenture, loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgement, injunction, decree, determination or arbitration award as a result of, or in connection with the execution and performance of this Agreement.

9.13 Insurance and Banking. Purchaser shall have received a correct list and description of and copies of (i) all policies of insurance carried and owned by the Company showing the name of the insurance company, the coverage, the amounts, the annual premiums and the expiration dates, and
(ii) all bank accounts and certificates of deposit of the Company and the persons authorized to sign checks on any of such accounts or deposits. A copy of such documents shall be attached hereto as Schedule 9.13.

9.14 Approval of Purchaser. All actions, proceedings, instruments, consents and documents required to carry out this Agreement and the transaction contemplated hereby and all related legal matters contemplated by this Agreement shall have been approved by Purchaser and Purchaser shall have received such other certificates, opinions, and documents in form reasonably satisfactory to Purchaser, as Purchaser may reasonably required from the Company or EV to evidence compliance with the terms and conditions hereof as of the Closing and the correctness as of the Closing of the representations and warranties of the Company and EV and the fulfillment of the Company's and EV's covenants.

9.15 Approval of Board of Directors and Shareholders. Purchaser shall have received the certified minutes of the Board of Directors and Shareholders of the Company authorizing and approving this Agreement.

9.16 Financing. Purchaser shall have received financing in an amount not to exceed the Purchase Price, and such additional monies as are required to effectuate the transactions herein contemplated and provide adequate initial working capital, never to exceed $1,500,000.00, on terms and conditions reasonably satisfactory to Purchaser by the Closing Date.

9.17 Customer Relations. Purchaser shall be reasonably satisfied based on personal interviews with Company's Customers and Clients that such Customers and Clients intend to continue their current level of business with the Purchaser after the Closing and Purchaser shall have obtained an agreement to transfer contracts from those customers where the right of assignment of the contract is not specifically permitted. Purchaser and the Company shall also send a notification letter to such Customers and Clients as the parties agree, substantially in the form attached hereto as Schedule 9.18.

9.18 401(k) Rollover. Purchaser has arranged for a rollover of the existing 401(k) plan for employees of the Company employed by Purchaser into a newly formed 401(k) plan for Purchaser.

9.19 Consent. Purchaser shall have obtained or received
(i) the consent of Tenney and Pavoni (or shall have made a reasonable attempt to obtain such and such attempt at consent shall have been approved by Purchaser) and (ii) evidence satisfactory to Purchaser, in its sole and absolute discretion, that the Debentureholders have authorized (a) the sale of the Purchased Assets as contemplated hereunder and
(b) the release and termination of the Debentureholders' security interest in and to the Purchased Assets.

9.20 Non-Competition and Confidentiality Agreement. The Company and EV shall each have executed and delivered to Purchaser a Non-Competition and Confidentiality Agreement in form and substance satisfactory to Purchaser and its counsel, substantially in the Form attached hereto as Schedule 9.21.

9.21 Due Diligence. Purchaser shall have completed its due diligence with respect to the Company and shall be satisfied with the results of such due diligence.

9.22 Schedules. The Company shall have delivered to Purchaser complete final versions of the Schedules to be attached hereto on or before August 26, 1997, which schedules shall be satisfactory to Purchaser.
ARTICLE X
RIGHTS AND OBLIGATIONS SUBSEQUENT TO CLOSING

10.01 Closing Date Balance Sheet. Within 17 days after the Closing EV and the Company shall deliver to Purchaser for its inspection and approval the Closing Date Schedules.

10.02 Survival of Warranties. All representations, warranties, agreements, covenants and obligations herein or in any schedule, exhibit, certificate or financial statement delivered by any party to the other party incident to the transactions contemplated hereby are material, shall be deemed to have been relied upon by the other party and shall survive the Closing for a minimum period of two (2) years, regardless of any investigation and shall not merge into the performance of any obligation by either party hereto.

10.03 Collection of Assets. Subsequent to the Closing, Purchaser shall have the right and authority to collect all receivables and other items transferred and assigned to it by the Company hereunder and to endorse with the name of the Company any checks received on account of such receivables or other items, and the Company agrees that it will promptly transfer or deliver to the Purchaser from time to time, any cash or other property that the Company may receive with respect to any claims, contracts, licenses, leases, commitments, sales orders, purchase orders, receivables of any character of any other items included in the Purchased Assets. Purchaser will promptly transfer to the Company amount collected on receivables not purchased by Purchaser.

10.04 Payment of Obligations. The Company and EV shall jointly and severally pay all of the Retained Liabilities in the ordinary course of business as they become due. Neither this provision, nor any other provision of this Agreement shall create any obligation of EV or the Company to any person or entity, other than Purchaser, which did not exist prior to the Closing.

ARTICLE XI
INDEMNIFICATION

11.01 Indemnification by the Company and EV. The Company and EV jointly and severally agree to indemnify and hold the Purchaser and its respective subsidiaries and affiliates and persons serving as officers, directors, agents, counsel, partners or employees thereof (individually an "indemnified party" and collectively the "indemnified parties") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses
(including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing pursuant to this Section 11) ("Damages"), for a period of two
(2) years from the Closing, unless otherwise stated below, which may be sustained or suffered by any of them arising out of or based upon any of the following matters:

(a) fraud (including a material breach of the representations and warranties contained in Section 4), intentional misrepresentation or a deliberate or willful breach by the Company or EV or any of their representations, warranties, agreements or covenants under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto;
(b) any other material breach of any representation, warranty, agreement or covenant of the Company or EV under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a breach of such representations, warranties, agreements or covenants;

(c) all claims asserted under the Bulk Sales Act relative to any Retained Liabilities (for a period of six (6) months from the Closing);

(d) any of the Retained Liabilities, including without limitation, any failure by the Company and EV to perform and discharge any of the Retained Liabilities as set forth in this Agreement; and

(e) any liability of the Company or EV for Taxes which are not included in the Assumed Liabilities.

11.02 Indemnification by Purchaser. Purchaser agrees to indemnify and hold the Company and EV (individually an "Indemnified Party") (collectively the "Indemnified Parties"), harmless from and against any Damages which may be sustained or suffered by any of them arising out of or based upon the following matters.

(a) any material breach of any representation, warranty, agreement or covenant of Purchaser under this Agreement or on any certificate, schedule or exhibit delivered pursuant hereto, made or delivered for the benefit of the Company and EV;

(b) failure to pay, discharge or perform any of the Assumed Liabilities or any other obligations of the Company or EV which are expressly assumed by the Purchaser (including accrued vacation liabilities to current Company employees as of Closing) hereunder;

(c) all claims asserted by any employee of the Purchaser (who are employees of Company prior to Closing and who are listed on Schedule 11.02(c) hereto) for any employment benefit including, without limitation to, retirement benefits, which are incurred and accrue after the Closing; and

(d) any claims asserted by any employee listed on Schedule 11.02(c) attached hereto for any wrongful termination and/or severance payments.

11.03 Indemnification Initiation. Neither EV, the Company, nor the Purchaser shall have any liability under this Article XI unless and only to the extent that the aggregate of all claims brought by any party for indemnification under this Article exceed $10,000; however, once any party's claims exceed $10,000, the indemnifying party shall be responsible for payment of the entire amount of any claim made under this Article XI, including the first $10,000 of such claim.

11.04 Procedure for Indemnification. In connection with any claim for indemnification by any party under the indemnity set forth above in Sections 11.01 and 11.02, the procedure set forth below shall be followed.

(a) Notice. Promptly after receipt by an Indemnified Party of any claim, suit, judgment or matter for which indemnity may be sought under Sections 11.01 or 11.02 the Indemnified Party shall give notice thereof in writing to the Indemnifying Party, but the omission to so notify the Indemnifying Party promptly will not relieve the Indemnifying Party from any liability except to the extent that the Indemnifying Party shall have been prejudiced as the result of the failure to or delay in giving such notice. Notice hereunder shall be given in accordance with Article XVIII below. The indemnification period provided for herein shall be tolled for a particular claim for the period beginning on the date the indemnified party receives written notice of that claim until the final resolution of such claim.

(b) Defense of a Third Party Claim. The Indemnified Party, after giving such notice, shall have the right to adjust or settle any claim, suit or judgment coming within the scope of the indemnity obligation unless the Indemnifying Party, within ten (10) days after the receipt of the above notice, agrees in writing to litigate, defend or appeal, promptly assume the litigation, defense or appeal thereof with counsel reasonably acceptable to the Indemnified Party.

(c) Both Parties Right to Participate. Either party hereto desiring to participate in the handling of any such third party claim, suit or judging being handled by the other party shall have the right, at its expense and with its counsel, to join with the other party and participate fully in the defense of any such claim or contest.

(d) Final Authority. Purchaser, the Company and EV shall cooperate in the defense of any third party claim or litigation and each shall make available all books and records which are relevant in connection with such claim or litigation.

(e) Payment. Any and all amounts determined from time to time to be paid by the Indemnifying Party by reason of its indemnity obligations under Sections 11.01 or 11.02, as the case may be, shall be paid in cash, on demand.

(f) Claims Between Purchaser and the Company and EV. Any claim for indemnification under this Agreement which does not result in the assertion of a claim by a third party shall be asserted by written notice given to the other party (the "Recipient"). Recipient shall have a period of thirty
(30) days within which to respond thereto. If Recipient does not respond within such 30 day period, Recipient shall be deemed to have accepted responsibility for such indemnity and shall have no further right to contest the validity of such claim. If Recipient does respond within such 30 day period, the parties shall use their best efforts to resolve the matter between themselves. If the parties have been unable to resolve such a matter within 30 days after Recipient's response to such notice, then the claim for indemnification shall be submitted to and settled by arbitration by a panel of three arbitrators experienced in the matters at issue, to be held in Louisville, Kentucky. The Arbitration shall be conducted in accordance with the Commercial Arbitration Rules existing at the date thereof to the extent not inconsistent with this Agreement. The decision of the arbitrators shall be final and binding and may be enforced in any court of record having jurisdiction over the subject matter or over either of the parties hereto.

(g) Survival. The rights of the parties under this Article XI shall survive for a period of two years from the date of Closing. Thereafter, no claim may be asserted by any party for indemnification.

ARTICLE XII
PUBLICITY

12.01 Publicity. All notices to third parties and all other publicity concerning the transactions contemplated by this Agreement shall be jointly planned and coordinated by and between the Parties. None of the parties shall cause or authorize any such notice or publicity without the prior approval of all other parties; provided, however, that in the case of an announcement which the Company or its parent may be required by law or by any governmental agency to make, issue or release, such action by the Company without the prior approval by the other parties shall not constitute a breach of this Section.

ARTICLE XIII
BROKERS AND EXPENSES

13.01 Broker. The parties hereto represent and warrant that there are no brokers or finders known to them to be involved with this transaction.

13.02 Expenses. Each of the parties shall pay all costs and expenses incurred or to be incurred by them in negotiation and preparation of this Agreement and in Closing and carrying out the transactions contemplated by this Agreement. The fees and expenses of the Company shall be paid by EV.

ARTICLE XIV
FORM OF AGREEMENT

14.01 Headings. The subject headings of the Sections, paragraphs and subparagraphs of this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions.

14.02 Entire Agreement, Modification and Waiver. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

14.03 Counterparts. This Agreement may be executed simultaneously in one more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

ARTICLE XV
PARTIES

15.01 Rights of Parties. Nothing in this Agreement, whether expressed or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties to it and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over against any party to this Agreement.

15.02 Assignment. The Company and EV shall not assign this Agreement. This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, and successors.

ARTICLE XVI
REMEDIES

16.01 Specific Performance. Each party's obligation under this Agreement is unique. If any party should default in its obligations under this Agreement, the parties each acknowledge that it would be extremely impracticable to measure the resulting damages; accordingly, the nondefaulting party, in addition to any other available rights or remedies, may sue in equity for specific performance, and in such case the parties each expressly waive the defense that a remedy in damages will be adequate.
16.02 Costs. If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

ARTICLE XVII
NATURE AND SURVIVAL OF REPRESENTATIONS AND OBLIGATIONS

17.01 Effect of Certain Actions. No action taken pursuant to or related to this Agreement, including without limitation any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, condition or agreement contained herein.

ARTICLE XVIII
NOTICES

18.01 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party (including without limitation service by nationally recognized overnight courier service) to whom notice is to be given, or if sent by first class mail, registered or certified, postage prepaid, at the address set forth below, service shall have been duly given on the date of receipt by the addressee, or on the date of confirmation of transmission if delivered by facsimile to the facsimile number set forth below. Any party may change its address for purposes of this paragraph by giving the other parties written notice of the new address in the manner set forth below.

If to Purchaser:         Omni Engineering, Inc.
                    13901 Bel Vista Court
                    Prospect, KY 40059
                    Attn: Frank Hawkins Phone:
                    (502)_____________ Fax:
                    (502)_______________


With a copy to:          Edward L. Schoenbaechler
                    Goldberg & Simpson, P.S.C.
                    3000 National City Tower
                    Louisville, Kentucky 40202
                    Phone:  (502) 589-4440
                    Fax: (502) 581-1344

If to the Company and EV: EV Environmental, Inc.
1465 Post Road East Westport, Connecticut 06880 Attn: Michael Cox, Chairman Phone: (203) 256-9596 Fax: (203)______________

          With a copy to:          Daniel T. Clark, Esq.
                              Rich, May, Bilodeau & Flaherty,
P.C.
                              294 Washington Street
                              Boston, Massachusetts 02108
                              Phone: (617) 482-1360
                              Fax: (617) 556-3889

ARTICLE XIX
GOVERNING LAW

19.01 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Kentucky.

19.02 Consent to Jurisdiction. Solely for the purpose of allowing a party to enforce its indemnification and other rights hereunder, each of the parties hereby consents to personal jurisdiction, service of process and venue in the state courts in the Commonwealth of Kentucky.

IN WITNESS WHEREOF, the parties to this Agreement have duly executed it as of the date set forth above.

EV:

EV ENVIRONMENTAL, INC.

By: _______________________________

PURCHASER:
OMNI ENGINEERING, INC.

THE COMPANY:
EV ENGINEERING, INC.