Freight Forwarding and Brokerage Services Business in Texas

Sale of substantially all of assets of the Le-Mar Holdings, Inc., including all of Sellers' right, title and interest in, to and under all assets, properties, rights and interests of every kind and description, tangible and intangible, of Sellers used or held for use in the conduct of the Business utilized in the operations being purchased, and more described as below:

• Real property located at 420 Erskine St in Lubbock, Texas ("Transferred Real Property");
• All tangible business and personal property owned by Sellers) utilized by Sellers in the Business, including all vehicles, equipment, fixtures, furniture, furnishings and Machinery, except, however, as provided in Section 2.3 below;
• All accounts, notes, interests and other receivables of Sellers, and all claims, rights and proceeds related thereto arising from the rendering of services in connection with the Business, whether billed and unbilled, recorded or unrecorded, provided, however, that the Seller shall retain the rights to all such assets described in this paragraph, including, but not limited to, all receivables incurred or amounts determined to be due and owing by the United States Postal Service, that were in existence or due to the Sellers prior to the Closing Date (such assets, the "Excluded Accounts");
• To the extent assignable, all contracts identified by Purchaser ("Contracts") referenced in Schedule 2.2(d), which may be amended by the parties from time to time prior to Closing;
• All of Sellers' supplies, goods and inventories of all replacement, spare parts and supplies used in the Business;
• All deposits, prepaid taxes and expenses, escrow and other advance payments relating to any expenses of the Business, excluding any retainer amounts and/or advance payments to professionals retained by Sellers (except to the extent any of such amounts will expressly be prorated to this Agreement);
• All books and records (but excluding the Retained Records), including books of account, ledgers, and general, financial, and accounting records, machinery and equipment maintenance files, postal records, customer and vendor lists, purchasing histories, price lists, distribution lists, supplier lists, quality control records and procedures, customer complaints and inquiry files; provided however, Purchaser shall provide copies (at Sellers' expense) of such documentation as may be necessary to enable Sellers to file their Tax Returns or related to Sellers' Bankruptcy Case;
• All personnel records and other records pertaining to the Transferred Employees (hereinafter defined) including, but not limited to, those related to employment agreements, compensation, vacation accruals and other benefits;
• To the extent assignable, all rights and benefits of Sellers under any manufacturer's, merchant's, repairmen's or other third party warranties, guaranties and sendee or replacement programs relating to the Business;
• To the extent assignable, all computer hardware and software associated with the Business;
• All Permits, to the extent assignable;
• The names "Edwards Mail Service", "Le-Mar Holdings" and "Taurean East" or any right associated with such names or any right to use such names in all jurisdictions in which Sellers either currently use any such names or has the right to use any such names;
• All intellectual property rights of Sellers including the names, trade names, trademarks and service marks (or variations thereof) associated with or owned by the Sellers;
• All rights of Sellers to those telephone, pager and facsimile numbers utilized by Sellers in connection with the operation of the Business; and
• All goodwill and other intangible assets relating solely and exclusively to the Business or the Purchased Assets.