Common use of Restrictions on Resale Clause in Contracts

Restrictions on Resale. PalEx has informed the Stockholders that PalEx intends to account for the Merger as a pooling-of-interests under Opinion No. 16. PalEx has also informed the Stockholders that its ability to account for the Merger as a pooling-of-interests was a material factor considered by PalEx in PalEx's decision to enter into this Agreement. Therefore, pursuant to Opinion No. 16, prior to the publication and dissemination by PalEx of consolidated financial results which include results of the combined operations of the Company and PalEx for at least 30 days on a consolidated basis following the Effective Time, the Stockholders shall not sell, offer to sell, or otherwise transfer or dispose of, any shares of the PalEx Common Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of PalEx. The certificates evidencing the PalEx Common Stock to be received by the Stockholders will bear a legend substantially in the form set forth below: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST 30 DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN MET.

Restrictions on Resale. PalEx has informed the Stockholders The Stockholder agrees that PalEx intends to account for the Merger as a pooling-of-interests under Opinion No. 16. PalEx has also informed the Stockholders that its ability to account for the Merger as a pooling-of-interests was a material factor considered by PalEx in PalEx's decision to enter into this Agreement. Therefore, pursuant to Opinion No. 16, prior to the publication and dissemination by PalEx of consolidated financial results which include results of the combined operations of the Company and PalEx for at least 30 days on a consolidated basis following the Effective Time, the Stockholders shall he will not sell, offer to sell, or otherwise transfer or dispose of, any shares of the PalEx Common LandCARE Stock received by Stockholdersthe Stockholder, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' Stockholder's risk of owning shares of PalEx. The LandCARE Stock prior to the date two years after the Closing Date, and agrees that the certificates evidencing the PalEx Common LandCARE Stock to be received by the Stockholders Stockholder will bear a the following legend substantially in the form set forth belowevidencing this restriction: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THE ACT AND APPLICABLE SECURITIES LAW. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR ASSIGNEDOTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISTRIBUTION PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST 30 DAYS OF COMBINED OPERATIONS [SECOND ANNIVERSARY OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER FOR WHICH THESE SHARES ARE ISSUEDCLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER WILL AGREES TO REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN MET(AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE. After the date one year after the Closing Date, the Stockholder may sell such shares pursuant to the LandCARE Liquidity Program, a summary of which is attached hereto as SCHEDULE 10.3, or, in the -27- event the ServiceMaster Merger occurs, such comparable program in effect at ServiceMaster. If the ServiceMaster Merger does not occur, LandCARE shall remove the aforementioned legend to the extent reasonably necessary to permit the Stockholder to participate in the LandCARE Liquidity Program. If the ServiceMaster Merger does occur, the shares of ServiceMaster stock issued to the Stockholder will bear a legend substantially similar to the second paragraph of the legend listed above, and such legend shall be removed as may be reasonably necessary to permit the Stockholder to participate in the ServiceMaster program described above; provided, however that the ServiceMaster program shall be no more restrictive than the LandCARE Liquidity Program. After the date two years after the Closing Date, neither the restrictions set forth herein nor the provisions of the LandCARE Liquidity Plan or ServiceMaster program shall restrict the Stockholder from selling or otherwise disposing of any of such shares of LandCARe Stock or ServiceMaster stock, as the case may be.

Restrictions on Resale. PalEx has and Buyer have informed the Stockholders Sellers that PalEx intends to account for the Merger and the acquisition contemplated by this Agreement as a pooling-of-interests under Opinion No. 16 of the Accounting Principles Board ("OPINION NO. 16"). PalEx has and Buyer have also informed the Stockholders Sellers that its PalEx's ability to account for the Merger and the acquisition contemplated by this Agreement as a pooling-of-interests was a material factor considered by PalEx in PalEx's decision to enter into this the Merger Agreement. Therefore, pursuant to Opinion No. 16, prior to the publication and dissemination by PalEx of consolidated financial results which include results of the combined operations of the Company Buyer and PalEx for at least 30 days on a consolidated basis following the Effective Timeeffective time, the Stockholders Sellers shall not sell, offer to sell, or otherwise transfer or dispose of, any shares of the PalEx Common Stock received by StockholdersSeller, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' Seller's risk of owning shares of PalEx. The certificates evidencing the PalEx Common Stock to be received by the Stockholders Seller will bear a legend substantially in the form set forth below: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLDThe shares represented by this certificate may not be sold, TRANSFERRED OR ASSIGNEDtransferred or assigned, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALEand the issuer shall not be required to give effect to any attempted sale, TRANSFER OR ASSIGNMENTtransfer or assignment, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST prior to the publication and dissemination of financial statements by the issuer which include the results of at least 30 DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER FOR WHICH THESE SHARES ARE ISSUEDdays of combined operations of the issuer and the company acquired by the issuer for which these shares are issued. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATEUpon the written request of the holder of this certificate, THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN METthe issuer will remove this restrictive legend when this requirement has been met.

Restrictions on Resale. PalEx has informed The Notes (and the Stockholders Exchange Shares underlying the Notes) and Company Shares will not be registered under the Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act; or (ii) TADF receives an opinion of counsel for such shareholder, reasonably satisfactory to counsel of TADF, that PalEx intends to account for an exemption from the Merger as a pooling-of-interests under Opinion No. 16. PalEx has also informed the Stockholders that its ability to account for the Merger as a pooling-of-interests was a material factor considered by PalEx in PalEx's decision to enter into this Agreement. Therefore, pursuant to Opinion No. 16, prior to the publication and dissemination by PalEx of consolidated financial results which include results registration requirements of the combined operations of the Company and PalEx for at least 30 days on a consolidated basis following the Effective Time, the Stockholders shall not sell, offer to sell, or otherwise transfer or dispose of, any shares of the PalEx Common Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of PalExSecurities Act is available. The certificates evidencing the PalEx Common Stock to be received by the Stockholders will bear Notes shall contain a legend substantially as follows: “THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE CORPORATION RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS NOTE, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE CORPORATION , THAT THIS NOTE MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.” The certificate(s) representing the Exchange Shares (in the form set forth belowevent of the conversion of any Notes) shall contain a legend substantially as follows: “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLDSOLD OR OTHERWISE TRANSFERRED UNLESS A COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT HAS BEEN MADE OR UNLESS AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS HAS BEEN ESTABLISHED, TRANSFERRED OR ASSIGNED, AND UNLESS SOLD PURSUANT TO RULE 144 UNDER THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR SECURITIES ACT OF 1933 TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST 30 DAYS OF COMBINED OPERATIONS SATISFACTION OF THE ISSUER AND OF THE COMPANY ACQUIRED BY STOCK, IN ITS SOLE DISCRETION, WHICH MAY REQUIRE A WRITTEN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE ISSUER FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE HOLDER STOCK THAT REMOVAL OF THIS CERTIFICATE, THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN METIS IN ALL MANNER PROPER AND IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT.” _____TADF _____Seller

Restrictions on Resale. PalEx has informed Purchaser and Vendor acknowledge that Purchaser is a fully reporting company under the Stockholders that PalEx intends Securities Act of 1933 ("Securities Act"), is subject to account for the Merger as a pooling-of-interests under Opinion No. 16. PalEx has also informed reporting requirement of the Stockholders that its ability to account for the Merger as a pooling-of-interests was a material factor considered by PalEx in PalEx's decision to enter into this Agreement. Therefore, Securities and Exchange Commission ("Commission") pursuant to Opinion No. 16Sections 12, prior to the publication and dissemination by PalEx of consolidated financial results which include results 13, 14 or 15(d) of the combined operations Securities Exchange Act of 1934, as amended (the "Exchange Act") and is current in its filings. Purchaser represents and warrants that the shares of its common stock issued pursuant to this Agreement are restricted securities under the Securities Act of 1933, as amended and are subject to restrictions upon transfer. Currently, under Rule 144 of the Company and PalEx for at least 30 days on Securities Act, a consolidated basis following non-affiliate (defined as someone who is not an officer, director or holder of 10% or more of a company's common stock) is allowed to resell shares after one (1) year, if such a sale is conducted through a market transaction. Rule 144 is subject to revision by the Effective Time, the Stockholders shall not sell, offer to sell, or otherwise transfer or dispose of, any shares of the PalEx Common Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of PalExCommission. The certificates evidencing representing the PalEx Common Stock to be received by the Stockholders Shares will bear contain a restrictive legend which reads as substantially in the form set forth belowfollows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SHARES REPRESENTED UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE, AND ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THIS CERTIFICATE THE SECURITY HOLDER NAMED HEREIN THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT FOR PURPOSES OF DISTRIBUTION. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED TRANSFERRED, PLEDGED OR ASSIGNEDHYPOTHECATED IN THE ABSENCE OF REGISTRATION, AND OR THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION. THE STOCK TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST 30 DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT AGENT HAS BEEN METORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS.

Restrictions on Resale. PalEx If you are one of our “affiliates” as defined in Rule 405 under the Securities Act, resales of shares of our common stock that you acquire under awards under the Plan will be subject to the volume, manner of sale and reporting requirements of Rule 144 under the Securities Act unless we register your shares under the Securities Act for resale pursuant to a separate prospectus. If you have been designated as one of our reporting officers for purposes of Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), resales of shares of our common stock that you acquire under awards pursuant to the Plan may be “matched” with nonexempt purchases of our common stock within the previous or following six months for purposes of the “short-swing profits” recovery provisions of Section 16(b). Further, in no event may you sell shares of our common stock, whether acquired pursuant to the Plan or otherwise, if you are in possession of material information regarding our company that has informed the Stockholders that PalEx intends not been publicly disclosed. You are advised to account for the Merger consult with counsel regarding your status as an affiliate and as a pooling-of-interests under Opinion No. 16. PalEx has also informed Section 16(b) reporting officer and the Stockholders application of other federal and state securities laws to resales of shares of our common stock that its ability to account for the Merger as a pooling-of-interests was a material factor considered by PalEx in PalEx's decision to enter into this Agreement. Therefore, you acquire pursuant to Opinion Nothe Plan. 16, prior We have filed a registration statement with respect to the publication shares of our common stock offered under the Plan with the Securities and dissemination Exchange Commission under the Securities Act. This registration statement incorporates by PalEx reference certain documents including our most recent Annual Report on Form 10-K and all subsequent reports on Form 10-K, Form 10-Q and Form 8-K, our proxy statements, and a description of consolidated financial results our common stock filed under the Exchange Act, which include results documents are also incorporated by reference in this Prospectus. We will promptly furnish, without charge, on your request, a copy of any of the combined operations of the Company and PalEx for at least 30 days on a consolidated basis following the Effective Time, the Stockholders shall not sell, offer to sell, or otherwise transfer or dispose of, any shares of the PalEx Common Stock received documents incorporated by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of PalEx. The certificates evidencing the PalEx Common Stock to be received by the Stockholders will bear a legend substantially reference in the form set forth belowregistration statement and in this Prospectus (other than exhibits to such documents which are not specifically incorporated by reference in such documents), as well as our most recent Annual Report to Shareholders, if any, and any and all documents supplementing or updating the information contained in this Prospectus (including Plan information previously delivered, if requested). Such requests should be addressed to: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLDEnPro Industries, TRANSFERRED OR ASSIGNEDInc., AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, TRANSFER OR ASSIGNMENT▇▇▇▇▇ ▇▇▇, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST 30 DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE▇▇▇▇▇▇▇▇▇, THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN MET▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, Attn: ▇▇▇▇▇ ▇▇▇▇▇.

Restrictions on Resale. PalEx has informed At the Stockholders that PalEx intends to account Closing, none of the securities offered hereby will be registered under the Securities Act, and the certificates representing the securities will contain a legend restricting the distribution, resale, transfer, pledge, hypothecation or other disposition of the securities unless and until such securities are registered under the Securities Act or an opinion of counsel for the Merger as Company is received that registration is not required under the Securities Act. The terms of the Offering require that the Company file with the Securities and Exchange Commission ("Commission") a pooling-of-interests under Opinion Noregistration statement to register the Shares within thirty days following the Closing, although there can be no assurance that the Company will file such a registration statement or that if filed, it will be declared effective by the Commission. 16. PalEx has also informed the Stockholders that its ability to account for the Merger as a pooling-of-interests was a material factor considered by PalEx in PalExFINANCIAL INFORMATION ABOUT THE COMPANY The Company's decision to enter into this Agreement. Therefore, pursuant to Opinion No. 16, prior to the publication and dissemination by PalEx of audited consolidated financial results which include results statements as of December 31, 1995 on Form 10-KSB is attached hereto as Exhibit A and made a part hereof, and the combined operations unaudited consolidated financial statements of the Company for each of the three month periods ended March 31, 1996, June 30, 1996 and PalEx for at least 30 days September 30, 1996 contained in the Form 10-QSB's are attached hereto as Exhibits B, C, and D, respectively. RISK FACTORS THE PURCHASE OF SHARES IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK INCLUDING, BUT NOT NECESSARILY LIMITED TO, THE RISK FACTORS DESCRIBED BELOW. SHARES SHOULD NOT BE PURCHASED BY INVESTORS WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW AND CONSIDER THE FOLLOWING RISKS AS WELL AS THE OTHER INFORMATION CONTAINED IN THIS MEMORANDUM. Development Stage Company/No Revenues/Uncertain Profitability/History of Losses Since its inception, the Company has been principally engaged in developmental and organizational activities. To date, the Company has generated no revenues from operations. The Company does not anticipate any sign ificant revenues from product sales during the next twelve months. In addition, under certain conditions, commercial marketing of any products may prove to be contingent upon the Company obtaining various governmental approvals, including clearances from the U.S. Food and Drug Administration ("FDA"). The approval procedure will be extremely time consuming, expensive and uncertain. Accordingly, there can be no assurance that the Company will be able to generate sufficient revenues to operate on a consolidated profitable basis following in the Effective Timefuture. The Company is in the development stage and its business is subject to all of the risks inherent in the establishment of a new business enterprise. The likelihood of the success of the Company must be considered in light of the problems, expenses, complications and delays frequently encountered in connection with the formation of a new business, the Stockholders shall development of new products, the competitive and regulatory environment in which the Company may be operating, and the possibility that its activities will not sellresult in the development of any commercially viable products. There can be no assurance that the Company's activities will ultimately result in the development of commercially saleable or useful products. The Company has experienced annual operating losses and negative operating cash flow since inception. At September 30, offer 1996, the Company had a deficit accumulated during the development stage of $12,576,029. Unless and until the Company's product development and marketing activities are successful and its product(s) are sold directly or under licensing agreements, and through other forms of joint ventures, none of which is expected to selloccur, if at all, before the end of the second quarter of 1997, the Company will not have revenues to apply to operating expenses and the Company will continue to incur losses. Additionally, as a result of the start-up nature of its business and the fact that it has not commercially marketed any products, the Company expects to sustain substantial operating losses and negative cash flows in the future. Requirements for Additional Funds At September 30, 1996, the Company had a $6,000,000 line of credit with one commercial bank and a $500,000 equipment financing facility with a second commercial bank. Both credit facilities are 100% secured by cash, cash equivalents, and marketable securities of the Company, together with equipment financed with funds from such credit facility. In addition, the equipment financing facility is also secured by certain leasehold improvements of the Company. The line of credit facility expires on May 1, 1997. On November 14, 1996, the Company increased its line of credit facility to $6,750,000 and extended the expiration date thereof until June 30, 1997. The Company had additional availability against its line of credit and equipment financing facilities of $186,098 and $142,917 on its line of credit and equipment financing facility respectively, at December 31, 1996. In addition, in 1995, the Company issued warrants to purchase 400,000 shares of Common Stock of which warrants to purchase 111,000 shares have been exercised as of December 20, 1996. The Company has received an aggregate of $543,900 upon the exercise of said warrants. If the remainder of the warrants are exercised, the Company would receive additional funds of approximately $1,606,000, net of the registration and other costs to be paid by the Company as required under the terms of such warrants. The Company believes that its current cash on hand, together with the net proceeds of this Offering, will be sufficient to support its planned operations and capital expenditures through January, 1998 (assuming the Company maintains its operations at its current levels and that the Closing occurs during January, 1997 for gross proceeds of $5,000,000), but thereafter will need to raise additional funds through public or private financings to support its planned operations and capital expenditures. Additional financings may consist of the sale of debt or equity securities. The sale of additional equity securities could result in dilution to the purchasers in this offering. The Company believes that it will require additional capital before it reaches profitability and positive cash flow, if at all. If other external sources of funds are not available to the Company to satisfy short-term or long-term capital requirements, the Company may be required to reduce the compensation of its officers, office staff and other personnel and substantially reduce, or eliminate, certain areas of its product development activities, limit its operations significantly, or otherwise transfer modify its business strategy. The Company has not made any specific plans or dispose of, entered into any shares of the PalEx Common Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way agreements to reduce the Stockholders' risk level of owning shares of PalEx. The certificates evidencing the PalEx Common Stock to be received by the Stockholders will bear a legend substantially its expenditures in the form set forth below: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST 30 DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN METevent that such reductions become necessary.

Restrictions on Resale. PalEx has informed The Exchange Shares and the shares of OTMI Common Stock issued to the Highland Stockholders that PalEx intends under the OTMI Stock Purchase Agreement will not be registered under the Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to account such securities is declared effective under the Securities Act, or (ii) OTMI receives an opinion of counsel for the Merger as a pooling-of-interests under Opinion No. 16. PalEx has also informed stockholder, reasonably satisfactory to counsel for OTMI, that an exemption from the Stockholders that its ability to account for the Merger as a pooling-of-interests was a material factor considered by PalEx in PalEx's decision to enter into this Agreement. Therefore, pursuant to Opinion No. 16, prior to the publication and dissemination by PalEx of consolidated financial results which include results registration requirements of the combined operations of the Company and PalEx for at least 30 days on a consolidated basis following the Effective Time, the Stockholders shall not sell, offer to sell, or otherwise transfer or dispose of, any shares of the PalEx Common Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of PalExSecurities Act is available. The certificates evidencing representing the PalEx Common Exchange Shares under the OTMI Stock to be received by the Stockholders will bear Purchase Agreement shall contain a legend substantially in the form set forth belowas follows: "THE SHARES SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR APPAREL TECHNOLOGIES, INC. (FORMERLY, OPTIMUM INTERACTIVE (USA) LTD.) RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR APPAREL TECHNOLOGIES, INC. (FORMERLY, OPTIMUM INTERACTIVE (USA) LTD.) THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE." "PURSUANT TO THE SHARE EXCHANGE AGREEMENT DATED AS OF OCTOBER 31, 2006, BY AND AMONG DIAMOND DECISIONS, INC., A NEVADA CORPORATION ("DIAMOND"), OPTIMUM INTERACTIVE (USA) LTD., A DELAWARE CORPORATION ("OTMI") AND CERTAIN OF THE SHAREHOLDERS AND EXECUTIVE OFFICERS OF DIAMOND, THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, HYPOTHECATED OR ASSIGNEDOTHERWISE DISPOSED OF, EXCEPT IN ACCORDANCE WITH THE TERMS AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION CONDITIONS SET FORTH IN A LOCK-UP AGREEMENT BY AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST 30 DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF BETWEEN THE HOLDER OF THIS CERTIFICATE, THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN METHEREOF AND OTMI."

Restrictions on Resale. PalEx has informed Neither the Stockholders that PalEx intends Exchange Shares, nor the shares of Conversion Shares issued or issuable to account the holders of Convertible Notes or any shares held by (or issuable to) any existing shareholders of Parent, will be registered under the Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) Parent receives an opinion of counsel for the Merger as a pooling-of-interests under Opinion No. 16. PalEx has also informed stockholder, reasonably satisfactory to counsel for Parent, that an exemption from the Stockholders that its ability to account for the Merger as a pooling-of-interests was a material factor considered by PalEx in PalEx's decision to enter into this Agreement. Therefore, pursuant to Opinion No. 16, prior to the publication and dissemination by PalEx of consolidated financial results which include results registration requirements of the combined operations of the Company and PalEx for at least 30 days on a consolidated basis following the Effective Time, the Stockholders shall not sell, offer to sell, or otherwise transfer or dispose of, any shares of the PalEx Common Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of PalExSecurities Act is available. The certificates evidencing the PalEx Common Stock to be received by the Stockholders will bear representing securities issued under this Agreement shall contain a legend substantially in the form set forth belowas follows: “THE SHARES SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL OF THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.” “PURSUANT TO THE LOCK-UP AGREEMENT DATED AS OF JANUARY 17, 2007, BY AND AMONG THE COMPANY AND CERTAIN OF ITS SHAREHOLDERS AND EXECUTIVE OFFICERS, THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, HYPOTHECATED OR ASSIGNEDOTHERWISE DISPOSED OF, EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN SUCH LOCK-UP AGREEMENT, A COPY OF WHICH CAN BE OBTAINED FROM THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST 30 DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN METCOMPANY.”

Restrictions on Resale. PalEx has informed (a) The Exchange Stock. The Exchange Stock, the Stockholders that PalEx intends FlameMaster Series B Preferred Stock and the FlameMaster Warrants (collectively, the "TRANSACTION SECURITIES") will not be registered under the Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to account such securities is declared effective under the Securities Act, or (ii) FlameMaster receives an opinion of counsel for the Merger as a pooling-of-interests under Opinion No. 16. PalEx has also informed stockholders, reasonably satisfactory to counsel for FlameMaster, that an exemption from the Stockholders that its ability to account for the Merger as a pooling-of-interests was a material factor considered by PalEx in PalEx's decision to enter into this Agreement. Therefore, pursuant to Opinion No. 16, prior to the publication and dissemination by PalEx of consolidated financial results which include results registration requirements of the combined operations of the Company and PalEx for at least 30 days on a consolidated basis following the Effective Time, the Stockholders shall not sell, offer to sell, or otherwise transfer or dispose of, any shares of the PalEx Common Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of PalExSecurities Act is available. The certificates evidencing representing the PalEx Common Stock to be received by the Stockholders will bear Transaction Securities shall contain a legend substantially in the form set forth belowas follows: "THE SHARES SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, HYPOTHECATED OR ASSIGNEDOTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION FLAMEMASTER CORPORATION RECEIVES AN OPINION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST 30 DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER COUNSEL FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR FLAMEMASTER CORPORATION THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THIS CERTIFICATESUCH ACT IS AVAILABLE." (b) All Exchange Stock for which Aries Equity shall have been exchanged pursuant to this Article II shall be deemed to have been issued in full satisfaction of all rights pertaining to the Aries Equity. (c) All certificates (if any) representing the Aries Equity converted into the right to receive Exchange Stock pursuant to this Article I shall be furnished to FlameMaster subsequent to delivery thereof to the Exchange Agent pursuant to this Agreement. (d) On the Closing Date, THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN METthe transfer books of each of Aries, Holdings and the Company shall be deemed to be closed and no transfer of Aries Equity, Holdings Equity or Company Shares shall thereafter be recorded thereon.

Restrictions on Resale. PalEx has informed the Stockholders that PalEx intends to account for the Merger as a pooling-of-interests under Opinion No. 16. PalEx has also informed the Stockholders that its ability to account for the Merger as a pooling-of-interests was a material factor considered by PalEx in PalEx's decision to enter into this Agreement. Therefore, pursuant to Opinion No. 16, prior to the publication and dissemination by PalEx of consolidated financial results which include results The transfer of the combined operations common shares issuable upon exercise of the Company such Warrants may be restricted by applicable securities laws and PalEx for at least 30 days on a consolidated basis following the Effective Time, the Stockholders shall not sell, offer in some jurisdictions may be subject to sell, or otherwise transfer or dispose of, any shares of the PalEx Common Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of PalExan indefinite hold period. The certificates evidencing representing the PalEx Common Stock securities referred to herein may be required to be received by legended with any applicable hold period. Holders are advised to consult their own legal counsel in this regard. U.S. Persons and persons in the Stockholders United States understand and acknowledge that upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations, the certificates representing the common shares issuable upon exercise of the Warrants will bear a legend in substantially in the form set forth belowfollowing form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SHARES REPRESENTED BY MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE ONLY (i) TO THE CORPORATION; (ii) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT; (iii) IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT; OR (iv) IN A TRANSACTION THAT IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE 1933 ACT AND STATE SECURITIES LAWS, PROVIDED THAT THE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT AS TO THE AVAILABILITY OF THE EXEMPTIONS RELIED ON. DELIVERY OF THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST 30 DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN METTRANSACTIONS ON STOCK EXCHANGES IN CANADA.

Restrictions on Resale. PalEx has informed The Exchange Shares and the Stockholders that PalEx intends shares of Trestle Common Stock issuable to account the MoqiZone Cayman Shareholders under the Series B Preferred Stock will not be registered under the Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) Trestle receives an opinion of counsel for the Merger as a pooling-of-interests under Opinion No. 16. PalEx has also informed stockholder, reasonably satisfactory to counsel for Trestle, that an exemption from the Stockholders that its ability to account for the Merger as a pooling-of-interests was a material factor considered by PalEx in PalEx's decision to enter into this Agreement. Therefore, pursuant to Opinion No. 16, prior to the publication and dissemination by PalEx of consolidated financial results which include results registration requirements of the combined operations of the Company and PalEx for at least 30 days on a consolidated basis following the Effective Time, the Stockholders shall not sell, offer to sell, or otherwise transfer or dispose of, any shares of the PalEx Common Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of PalExSecurities Act is available. The certificates evidencing representing the PalEx Common Stock to be received by the Stockholders will bear Exchange Shares shall contain a legend substantially in the form set forth belowas follows: “THE SHARES SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR TRESTLE HOLDINGS, INC. RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR TRESTLE HOLDINGS, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE.” “PURSUANT TO A SHARE EXCHANGE AGREEMENT DATED AS OF FEBRUARY 15, 2009, BY AND AMONG TRESTLE HOLDINGS, INC. AND THE SHAREHOLDERS OF MOQIZONE HOLDINGS CO., LTD., A CAYMAN ISLANDS CORPORATION, THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED TRANSFERRED, HYPOTHECATED OR ASSIGNEDOTHERWISE DISPOSED OF, EXCEPT IN ACCORDANCE WITH THE TERMS AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION CONDITIONS SET FORTH IN A LOCK-UP AGREEMENT BY AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST 30 DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF BETWEEN THE HOLDER OF THIS CERTIFICATE, THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN METHEREOF AND TRESTLE.

Restrictions on Resale. PalEx has informed the Stockholders The Stockholder agrees that PalEx intends to account for the Merger as a pooling-of-interests under Opinion No. 16. PalEx has also informed the Stockholders that its ability to account for the Merger as a pooling-of-interests was a material factor considered by PalEx in PalEx's decision to enter into this Agreement. Therefore, pursuant to Opinion No. 16, prior to the publication and dissemination by PalEx of consolidated financial results which include results of the combined operations of the Company and PalEx for at least 30 days on a consolidated basis following the Effective Time, the Stockholders shall she will not sell, offer to sell, or otherwise transfer or dispose of, any shares of the PalEx Common LandCARE Stock received by Stockholdersthe Stockholder, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' Stockholder's risk of owning shares of PalEx. The LandCARE Stock prior to the date two years after the Closing Date, and agrees that the certificates evidencing the PalEx Common LandCARE Stock to be received by the Stockholders Stockholder will bear a the following legend substantially in the form set forth belowevidencing this restriction: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THE ACT AND APPLICABLE SECURITIES LAW. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR ASSIGNEDOTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISTRIBUTION PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST 30 DAYS OF COMBINED OPERATIONS [SECOND ANNIVERSARY OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER FOR WHICH THESE SHARES ARE ISSUEDCLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER WILL AGREES TO REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN MET(AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE. After the date one year after the Closing Date, the Stockholder may sell such shares pursuant to the LandCARE Liquidity Program, a summary of which is attached hereto as SCHEDULE 10.3, or, in the event the ServiceMaster Merger occurs, such comparable program in effect at ServiceMaster. If the ServiceMaster Merger does not occur, LandCARE shall remove the aforementioned legend to the extent reasonably necessary to permit the Stockholder to participate in the LandCARE Liquidity Program. If the ServiceMaster Merger does occur, the shares of ServiceMaster stock issued to the Stockholder will bear a legend substantially similar to the second paragraph of the legend listed above, and such legend shall be removed as may be reasonably necessary to permit the Stockholder to participate in the ServiceMaster program described above; provided, however that the ServiceMaster program shall be no more restrictive than the LandCARE Liquidity Program. After the date two years after the Closing Date, neither the restrictions set forth herein nor the provisions of the LandCARE Liquidity Plan or ServiceMaster program shall restrict the Stockholder from selling or otherwise disposing of any of such shares of LandCARe Stock or ServiceMaster stock, as the case may be.

Restrictions on Resale. PalEx has informed Seller and Shareholders acknowledge that MAX is a fully reporting company under the Stockholders that PalEx intends Securities Act of 1933 ("Securities Act"), is subject to account for the Merger as a pooling-of-interests under Opinion No. 16. PalEx has also informed reporting requirement of the Stockholders that its ability to account for the Merger as a pooling-of-interests was a material factor considered by PalEx in PalEx's decision to enter into this Agreement. Therefore, Securities and Exchange Commission ("Commission") pursuant to Opinion No. 16Sections 12, prior to the publication and dissemination by PalEx of consolidated financial results which include results 13, 14 or 15(d) of the combined operations Securities Exchange Act of 1934, as amended (the "Exchange Act") and is current in its filings. Max represents and warrants that the shares of its common stock issued pursuant to this Agreement are restricted securities under the Securities Act of 1933, as amended and are subject to restrictions upon transfer. Currently, under Rule 144 of the Company and PalEx for at least 30 days on Securities Act, a consolidated basis following non-affiliate (defined as someone who is not an officer, director or holder of 10% or more of a company's common stock) is allowed to resell shares after one (1) year, if such a sale is conducted through a market transaction. Rule 144 is subject to revision by the Effective Time, the Stockholders shall not sell, offer to sell, or otherwise transfer or dispose of, any shares of the PalEx Common Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of PalExCommission. The certificates evidencing representing the PalEx Common Stock to be received by the Stockholders Shares will bear contain a restrictive legend which reads as substantially in the form set forth belowfollows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SHARES REPRESENTED UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE, AND ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THIS CERTIFICATE THE SECURITY HOLDER NAMED HEREIN THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT FOR PURPOSES OF DISTRIBUTION. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED TRANSFERRED, PLEDGED OR ASSIGNEDHYPOTHECATED IN THE ABSENCE OF REGISTRATION, AND OR THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION. THE STOCK TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST 30 DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT AGENT HAS BEEN METORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS.

Restrictions on Resale. PalEx ▇▇▇▇▇ has informed the Stockholders Companies and the ----------------------- Principals that PalEx ▇▇▇▇▇ intends to account for the Merger as a pooling-of-of- interests under Accounting Principals Board Opinion No. 16 ("Opinion 16") . PalEx ▇▇▇▇▇ has also informed the Stockholders Principals that its ability to account for the Merger as a pooling-of-interests was a material factor considered by PalEx ▇▇▇▇▇ in PalEx's ▇▇▇▇▇'▇ decision to enter into this Agreement. Therefore, pursuant to Opinion No. 16, prior to the publication and dissemination by PalEx ▇▇▇▇▇ of consolidated financial results which include results of the combined operations of the Company Companies and PalEx ▇▇▇▇▇ for at least 30 thirty (30) days on a consolidated basis following the Effective Time, the INDY Stockholders shall not sell, offer to sell, or otherwise transfer or dispose of, any shares of the PalEx ▇▇▇▇▇ Common Stock received by INDY Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' INDY Stockholder's risk of owning shares of PalEx▇▇▇▇▇. The certificates evidencing the PalEx ▇▇▇▇▇ Common Stock to be received by the INDY Stockholders will bear a legend substantially in the form set forth below: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST 30 THIRTY (30) DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN MET. In addition, certificates representing the Merger Consideration to be issued to affiliates of INDY as defined by the Securities Act of 1933, as amended, will bear a legend requiring compliance with the requirements of Rule 145 of the Securities Act of 1933, as amended in connection with any resale of the share of such Merger Consideration.

Restrictions on Resale. PalEx has informed the The Stockholders agree that PalEx intends to account for the Merger as a pooling-of-interests under Opinion No. 16. PalEx has also informed the Stockholders that its ability to account for the Merger as a pooling-of-interests was a material factor considered by PalEx in PalEx's decision to enter into this Agreement. Therefore, pursuant to Opinion No. 16, prior to the publication and dissemination by PalEx of consolidated financial results which include results of the combined operations of the Company and PalEx for at least 30 days on a consolidated basis following the Effective Time, the Stockholders shall they will not sell, offer to sell, or otherwise transfer or dispose of, any shares of the PalEx Common LandCARE Stock received by the Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of PalEx. The LandCARE Stock prior to the date two years after the Closing Date, and agree that the certificates evidencing the PalEx Common LandCARE Stock to be received by the Stockholders will bear a the following legend substantially in the form set forth belowevidencing this restriction: THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY ONLY BE SOLD OR OTHERWISE TRANSFERRED IF THE HOLDER HEREOF COMPLIES WITH THE ACT AND APPLICABLE SECURITIES LAW. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR ASSIGNEDOTHERWISE DISPOSED OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT OR OTHER DISTRIBUTION PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST 30 DAYS OF COMBINED OPERATIONS [SECOND ANNIVERSARY OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER FOR WHICH THESE SHARES ARE ISSUEDCLOSING DATE]. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER WILL AGREES TO REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN MET(AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE. After the date one year after the Closing Date, the Stockholders may sell such shares pursuant to the LandCARE Liquidity Plan, a copy of which is attached hereto as SCHEDULE 9.3, and LandCARE shall remove the aforementioned legend to the extent reasonably necessary to permit the Stockholders to participate in the LandCARE Liquidity Plan. After the date two years after the Closing Date, neither the restrictions set forth herein nor the provisions of the LandCARE Liquidity Plan shall restrict the Stockholders from selling or otherwise disposing of any of such shares of LandCARe Stock.

Restrictions on Resale. PalEx has informed the Stockholders that PalEx intends to account for the Merger as a pooling-of-interests under Opinion No. 16. PalEx has also informed the Stockholders that its ability to account for the Merger as a pooling-of-interests was a material factor considered by PalEx in PalEx's decision to enter into this Agreement. Therefore, pursuant to Opinion No. 16, prior to the publication and dissemination by PalEx of consolidated financial results which include results of the combined operations of the Company and PalEx for at least 30 days on a consolidated basis following the Effective Time, the Stockholders shall not sell, offer to sell, or otherwise transfer or dispose of, any shares of the PalEx Common Stock received by Stockholders, engage in put, call, short-sale, straddle or similar transactions, or in any other way reduce the Stockholders' risk of owning shares of PalEx. The certificates evidencing the PalEx Common Stock to be received by the Stockholders will bear a legend substantially in the form set forth below: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT, PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY THE ISSUER WHICH INCLUDE THE RESULTS OF AT LEAST 30 DAYS OF COMBINED OPERATIONS OF THE ISSUER AND THE COMPANY ACQUIRED BY THE ISSUER FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE HOLDER OF THIS CERTIFICATE, THE ISSUER WILL REMOVE THIS RESTRICTIVE LEGEND WHEN THIS REQUIREMENT HAS BEEN MET.. Sheffield MerPool Agmt.04 072197;0927