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TABLE OF CONTENTS

ARTICLE I			PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES

	1.1	Transfer of Assets

	1.2	Assets Not Transferred

	1.3	Assumption of Liabilities

	1.4	Non-Assumption of Other Liabilities

ARTICLE II			CLOSING AND PURCHASE PRICE

	2.1	Time and Place of Closing

	2.2	Purchase Price.

	2.3	Payment of Purchase Price

	2.4	Closing Deliveries

	2.5	Post Closing Adjustment to Purchase Price.

	2.6	Sale of Boiler Raw Material Inventory

	2.7	Tax Allocation

	2.8	Canadian Tax Election.

ARTICLE III			REPRESENTATIONS AND WARRANTIES OF SELLERS

	3.1	Organization; Standing and Power

	3.2	Authority; Non-Contravention; Necessary Consents

	3.3	Title to and Sufficiency of Assets

	3.4	Financial Statements

	3.5	Taxes

	3.6	Intellectual Property

	3.7	Compliance; Permits

	3.8	Litigation

	3.9	Environmental Matters

	3.10	Contracts

	3.11	Brokers and Finders Fees

	3.12	Condition of Assets; Limited Warranties

ARTICLE IV			REPRESENTATIONS AND WARRANTIES OF BUYER AND BWC

	4.1	Organization; Standing and Power; Charter Documents; Subsidiaries

	4.2	Authority; Non-Contravention; Necessary Consents

	4.3	Brokers and Finders Fees

	4.4	Available Funds

	4.5	No Reliance

ARTICLE V			CONDUCT PRIOR TO THE CLOSING

	5.1	Conduct of the Business by Sellers

	5.2	Soil Testing

ARTICLE VI			AGREEMENTS

	6.1	Confidentiality; Access to Information

	6.2	Public Disclosure

	6.3	Notification of Certain Matters

	6.4	Third-Party Consents

	6.5	U.S. Based Employee Matters

	6.6	Canadian Based Employee Matters

	6.7	Guarantees and Letters of Credit

	6.8	Insurance Matters

ARTICLE VII			CONDITIONS OF PURCHASE

	7.1	Conditions to the Obligations of Each Party to Effect the Purchase

	7.2	Additional Conditions to the Obligations of Buyer

	7.3	Additional Conditions to the Obligations of Sellers

ARTICLE VIII			TERMINATION, AMENDMENT AND WAIVER

	8.1	Termination