ASSETPURCHASE AGREEMENT between DATATRANSMISSION NETWORK CORPORATION and SURFACESYSTEMS, INC. Dated as of June30, 2006

Section 3.09.  Intellectual Property.

(a)           Schedule 2.01(d) sets forth a true and complete list of (i) all United States, state and foreign registrations of and applications for patents, trademarks, service marks, trade names and copyrights owned by Seller, (ii) all patent licenses, trademark licenses, service mark licenses, trade name licenses, trade secret licenses and copyright licenses held by Seller, and (iii) all other intellectual property rights, owned, held or used by Seller in connection with the Business.

(b)           Except as set forth on Schedule 3.09, Seller is the sole and exclusive owner of the entire right, title, and interest in and to all IP Rights listed on Schedule 2.01(d).

(c)           All IP Rights are subsisting and have not been adjudged invalid or unenforceable, in whole or in part, and Seller has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of patents, trademarks, service marks, trade names and copyrights in full force and effect.

(d)           Except as set forth on Schedule 3.09, all of the IP Rights are valid and enforceable; no holding, decision, or judgment has been rendered in any action or proceeding before any court or administrative authority challenging the validity of, Seller’s right to register, or Seller’s rights to own or use, any IP Rights and no such action or proceeding is pending or, to the Knowledge of Seller, threatened.

(e)           All registrations and applications for patents, trademarks, service marks, trade names and copyrights are standing in the name of Seller, and none of the patents, trademarks, service marks, trade names, copyrights or trade secrets has been licensed by Seller to any Affiliate or third party.

(f)            Seller has been using appropriate statutory notice of registration in connection with its use of registered trademarks and service marks, proper marking practices in connection with the use of patents, and appropriate notice of copyright in connection with the publication of copyrights.

(g)           Except as set forth on Schedule 3.09, Seller’s operation of the Business does not infringe upon or otherwise violate any trademark, service mark, trade name, patent, copyright, trade secret or other intellectual property right owned or controlled by a third party; no claim has been made that the use of any IP Rights owned or used by Seller (or any of its respective licensees) violates the asserted rights of any third party.

(h)           To the Knowledge of Seller, no third party is infringing upon or otherwise violating any rights in any IP Rights owned or used by Seller, or any of its licensees.

(i)            No settlement or consents, covenants not to sue, nonassertion assurances, or releases have been entered into by  or otherwise binding upon Seller that adversely affect Seller’s rights to own or use any IP Rights.

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(j)            Seller has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale, transfer or agreement related to any IP Rights that has not been terminated or released.

(k)           The IP Rights are sufficient to operate the Business after Closing in the manner in which it was operated prior to Closing and will not result in any additional license fees or charges after Closing in the operation of the Business, other than those regularly paid by Seller in the ordinary course of business prior to Closing.

Section 3.10.  Supplies.  Schedule 2.01(g) sets forth an accurate and complete list of all of the inventory, supplies and expendable assets which are used by Seller in connection with the Business.

Section 3.11.  St. Louis Facility.  A correct and complete copy of the real estate lease pertaining to Seller’s facility located at 11612 Lilburn Park Road, St. Louis, Missouri (such facility being referred to herein as the “St. Louis Facility,” and such real estate lease being referred to herein as the “St. Louis Real Estate Lease”) has been provided to or made available for inspection by Buyer.  The employees to be leased under the Employee Leasing Agreement will continue to have access to the St. Louis Facility and while there will have the use of all of the tools and equipment necessary for them to provide the same services for Buyer that they have provided to Seller prior to the Closing.

Section 3.12.  Compliance With Laws.  Seller is in compliance with, is not in violation of and, to Seller’s Knowledge, is not under investigation with respect to any suspected or alleged violation of, any laws applicable to the Purchased Assets and/or conduct of the Business.

Section 3.13.  Tax Matters.  Except as set forth on Schedule 3.13, all Tax Returns for all periods ending on or before the Effective Time that are, were or may in the future be required to be filed by or with respect to the Business or the Purchased Assets, either separately or as a member of an affiliated group of entities, have been filed or will be filed on a timely basis, and in accordance in all material respects with the laws, regulations and administrative requirements of any applicable Taxing Authority.  All such Tax Returns that have been filed on or before the Effective Time or will be filed after the Effective Time relating to the Business or Purchased Assets prior to the Effective Time, were and continue to be or, when filed, will be true, correct and complete in all material respects; and, except as set forth on Schedule 3.13, Seller has paid, or will pay when due, all Taxes relating to the Business or the Purchased Assets, including personal property taxes and payroll taxes, that have or may become due for all periods (or portions thereof) ending on or before the Effective Time.  There are no liens with respect to Taxes upon any of the Purchased Assets (except for Taxes not yet due).

Section 3.14.  Financial Statements.

(a)           Schedule 3.14 to this Agreement sets forth the unaudited balance sheets and statements of income pertaining to the Business for the twelve (12) month periods ending June 30, 2005 and 2004, certified by an officer of Seller (the “Financial Statements”).  The revenue set forth in the income statement for the Business has been recognized in accordance with generally accepted accounting principles in the United

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States in all material respects.  The Financial Statements have been prepared in accordance with accepted accounting principles in the United States, applied on a consistent basis through the periods indicated and with each other, are complete and correct in all material respects, are consistent with the books and records of Seller, and accurately and fairly present the financial position of the Business as of the date of the Financial Statements, as well as the results of Seller’s Business operations for the periods indicated.

(b)           The books and records of Seller (i) accurately reflect all material items of income and expense and all assets and Liabilities of Seller, (ii) are in all material respects complete and correct and do not contain any material inaccuracies or discrepancies, (iii) have been maintained in accordance with good business and accounting practices, and (iv) have been made available to Buyer for its inspection.

(c)           Seller has no Liability (and there is no basis for any present or future proceeding against Seller giving rise to any Liability), other than (i) Liabilities set forth on the face of the Financial Statements (rather than the notes thereto), (ii) Liabilities incurred in the Ordinary Course of Business consistent with past practice subsequent to December 31, 2005 and (iii) obligations under Customer Contracts and Other Agreements incurred in the Ordinary Course of Business consistent with past practice subsequent to December 31, 2005, all of which Liabilities and obligations referred to in the foregoing clauses (i) through (iii), individually or in the aggregate, are not material to the financial condition or operating results, assets or prospects of Seller.

Section 3.15.  Absence of Specified Changes.  Except as listed on Schedule 3.15, since December 31, 2005, there has not been any:

(a)           Material Adverse Effect on the financial condition, Liabilities, assets, business, operating results or prospects of the Business and/or the Purchased Assets;

(b)           destruction, damage to or loss of any Business assets of Seller (whether or not covered by insurance) that has had or may have a Material Adverse Effect on the assets, financial condition, business, operating results or prospects of the Business;

(c)           labor disputes, preliminary union organization or requests for union representation concerning the Business;

(d)           increase in the salary or other compensation or benefits payable or to become payable to any of the employees of Seller whose duties relate to the Business (“Employees”), other than those increases provided to Employees in the Ordinary Course of Business;

(e)           sale or transfer of any Business asset of Seller;

(f)            execution, creation, amendment, nonrenewal or termination of any contract, agreement or license pertaining to the Business;

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(g)           additional indebtedness for borrowed money involving or relating to the Business or any of the Purchased Assets;

(h)           creation or assumption by Seller of any mortgage, lien, Security Interest, pledge or other encumbrance on any of the Purchased Assets;

(i)            waiver of any rights or cancellation or forgiveness of any claims or indebtedness related to any Purchased Asset or that would otherwise be a Purchased Assets;

(j)            any receipt by Seller of (i) notice of any loss of, (ii) material order cancellation by, (iii) material pricing or other contract changes with respect to, (iv) material dispute with or (v) material complaints from, any Customers;

(k)           initiation, receipt or settlement of any action, arbitration, audit, hearing, investigation, litigation, lawsuit or other similar proceeding affecting the Business or the Purchased Assets;

(l)            other event or condition of any character that has or might reasonably have a Material Adverse Effect on the financial condition, business, assets, operating results or prospects of the Business and/or the Purchased Assets;

(m)          conduct or activity concerning the Business and/or the Purchased Assets which has not been in the Ordinary Course of Business; or

(n)           agreement by Seller to do any of the things described in the preceding clauses (a) through (m).

Section 3.16.  Title.

(a)           Except as identified on Schedule 3.16(a), Seller is the owner of good and valid title to all of the Purchased Assets, free and clear of all liabilities, liens, charges, claims, licenses, rights, encumbrances and restrictions on transfers other than the Forward Looking Obligations and Permitted Liens, if any; and, no financing statement covering all or any portion of the Purchased Assets and naming Seller as debtor has been filed in any public office which has not been released, and Seller has not signed any financing statement or security agreement as debtor or borrower which financing statement or security agreement covers all or any portion of the Purchased Assets which has not been released.

(b)           As of the Effective Time, Buyer will acquire the Purchased Assets for its exclusive use free and clear of all liabilities, liens, charges, claims, licenses, rights, encumbrances and restrictions on transfers, except those that may arise from acts of Buyer, the Forward Looking Obligations or any Permitted Liens.  As of the Effective Time, Seller shall have no right, title or interest in the Purchased Assets.

Section 3.17.  Licenses and Permits.  Schedule 3.17 hereto contains a list and description of all licenses, authorizations and permits required by any Governmental Authority in

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connection with the operation of the Business as presently being conducted, including but not limited to the Permits.  Seller has all governmental licenses, authorizations and permits required to carry on the Business as now conducted and to sell, transfer and assign the Purchased Assets to Buyer, and all such licenses, authorizations and permits are in full force and effect, except for any licenses, authorizations and permits the absence of which, individually or in the aggregate, would not have a Material Adverse Effect.  Seller is, and at all times during the past two (2) years has been, in full compliance with all of the terms and requirements of each of the licenses, authorizations and permits listed on Schedule 3.17.  No event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result directly or indirectly in a violation of, or a failure to comply with, any term or requirement of any license, authorization or permit listed on Schedule 3.17, or (b) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any license, authorization or permit listed on Schedule 3.17.

Section 3.18.  Consents and Approvals.  Schedule 3.18 hereto contains a list and description of all notices or filings to and consents or approvals of any third parties, including but not limited to any Governmental Authorities, customers, suppliers, lessors or lenders, which may be necessary in order to effectively and legally transfer all of the Purchased Assets to Buyer or to otherwise complete the transactions contemplated by this Agreement, except for any notices, filings, consents or approvals the absence of which, individually or in the aggregate, would not have a Material Adverse Effect on the Business or the Purchased Assets.

Section 3.19.  Broker or Finders’ Fees.  There is no third party investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Seller who would be entitled to any fee or commission in connection with this Agreement or the transactions contemplated hereby.

Section 3.20.  Employees; Compensation; Labor.  Except as set forth on Schedule 3.20:

(a)           None of the Employees are subject to a written employment agreement or change of control agreement;

(b)           As of the date of this Agreement and as of the Closing Date, no general manager, operations manager, sales manager or, to the Knowledge of Seller, any other Employee has formally indicated his or her intention to reject an offer of employment from Buyer;

(c)           There are no unions representing the interests of any of the Employees and, to the Knowledge of Seller, there are no Employees seeking or attempting to organize other union representation;

(d)           There are no agreements between Seller and any labor organizations representing any of the Employees;

(e)           There are neither pending nor, to the Knowledge of Seller, threatened any strikes, work stoppages, work disruptions or employment disruptions by any of the Employees;

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(f)            There are not any pending or, to the Knowledge of Seller, threatened suits, actions, administrative proceedings, hearings, arbitrations or other proceedings between Seller and any of the Employees;

(g)           Since June 30, 2004, Seller (i) has complied in all material respects with all laws and regulations relating to the employment of labor, including any provisions thereof relating to wages, hours, collective bargaining and the payment of social security and similar Taxes, (ii) is not liable for any material arrearages of wages or any Taxes or penalties for failure to comply with any of the foregoing, (iii) has not committed any material unfair labor practices, and (iv) has complied in all material respects with all applicable provisions of the Occupational Safety and Health Act of 1970 and regulations promulgated pursuant thereto; and

(h)           To the Knowledge of Seller, since June 30, 2004, none of the Employees has filed any complaint relating to Seller, the Business or the employment of such Employee with any governmental or regulatory authority or brought any action in law or in equity with respect to.

Section 3.21.  Employee Benefit Plans.  Except as set forth on Schedule 3.21, each Employee Benefit Plan that covers Employees (and each related trust, insurance contract, or fund) complies in form and in operation in all material respects with the applicable requirements of ERISA, the Code, and other applicable laws.  Buyer shall not incur any liability with respect to any Employee Benefit Plan that covers Employees.

Section 3.22.  Insurance.  Schedule 3.22 sets forth an accurate and complete list of all indemnity bonds for the Business. With respect to each bond:  (a) all premiums with respect thereto are currently paid and the bond is legal, valid, binding and enforceable in accordance with its terms and is in full force and effect, (b) Seller is not in material breach or default of the bond and, to Seller’s Knowledge, no event has occurred which, with notice or lapse of time, would constitute such a breach or default, or permit termination or modification of the bond, (c) Seller has not received any notice of cancellation or non-renewal of the bond, and (d) the consummation of the transactions contemplated by this Agreement will not cause a breach, termination, modification or acceleration of the bond.

Section 3.23.  Fair Value.  After due consideration, Seller’s Board of Directors has determined and represent to Buyer that the Purchase Price constitutes full and fair consideration and reasonably equivalent value for the sale of the Purchased Assets.

Section 3.24.  Solvency.

(a)           Seller is not now insolvent and will not be rendered insolvent by the execution and performance of this Agreement or any of the related agreements or the consummation of the transactions contemplated by this Agreement or any of the related agreements.  As used in this Section 3.24, “insolvent” means that the sum of the debts and other probable liabilities of Seller exceed the present fair saleable value of Seller’s assets.

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(b)           Immediately after giving effect to the transactions contemplated by this Agreement:  (i) Seller will be able to pay its liabilities as they become due in the usual course of its business; (ii) Seller will not have unreasonably small capital with which to conduct its present or future business; (iii) Seller will have assets (calculated at fair market value) that exceed its liabilities; and (iv) taking into account all pending and threatened litigation, any final judgments against Seller in actions for money damages are not reasonably anticipated to be rendered at a time when, or in amounts such that, Seller will be unable to satisfy any such judgments promptly in accordance with their terms (taking into account the maximum probable amount of such judgments in any such actions and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations of Seller.  The cash available to Seller, after taking into account all other anticipated uses of the cash, will be sufficient to pay all such debts and judgments promptly in accordance with their terms.

(c)           No action has been taken by or on behalf of Seller for the termination, winding up, liquidation or dissolution of it or to make any assignment for the benefit of creditors.  Seller is not unable to pay its debts as they mature.  Seller has not filed a petition in voluntary liquidation or bankruptcy or under other similar laws and has not commenced any case or proceeding under applicable insolvency or bankruptcy laws or other similar laws.  Seller has not consented to the appointment of a receiver, administrator, custodian, liquidator or trustee of all or any part of its assets.  Seller has not taken any action for the purpose of effecting any of the foregoing.  No order or decree has been rendered by any Governmental Authority with respect to Seller regarding any of the foregoing.  Seller has not been adjudicated as bankrupt or insolvent.  No petition for any proceeding in bankruptcy, liquidation or insolvency or for the reorganization or readjustment of indebtedness has been filed with respect to Seller.  No case or proceeding has been commenced under any applicable bankruptcy or insolvency laws against Seller.  No receiver, administrator, custodian, liquidator or trustee has been appointed for Seller or any part of the assets of Seller.

Section 3.25.  Disclosure.  No representation or warranty of Seller in this Agreement, nor any certificate, schedule, exhibit or written information furnished or to be furnished by Seller pursuant to this Agreement or the related agreements, or any document or certificate delivered to Buyers by or on behalf of Seller pursuant to this Agreement or the related agreements, contains or will contain, on the date of such statement, certificate, schedule, exhibit or document, any untrue statement of material fact, or omits or will omit, on such date, a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that the statements contained in this Article IV are correct and complete as of the date of this Agreement, and will be correct and complete as of the Effective Time.

Section 4.01.  Organization.  Buyer has been duly organized and is a validly existing corporation in good standing under the laws of the State of Delaware.  Buyer has all power required to purchase, acquire and assume the Purchased Assets from Seller.

Section 4.02.  Authorization.  The execution, delivery and performance of this Agreement by Buyer is within Buyer’s power, has been duly authorized by all necessary action on the part of Buyer and, when executed and delivered in accordance with the terms hereof, will constitute a valid and legally binding obligation of Buyer enforceable in accordance with its terms.

Section 4.03.  Noncontravention.  Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency or court to which Buyer is subject or any provision of the articles of organization or operating agreement of Buyer or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any material agreement, contract, lease, license, instrument or other arrangement to which Buyer is a party or by which Buyer is bound.

Section 4.04.  Litigation.  There is no action, order, writ, judgment or decree outstanding or suit, litigation or proceeding pending or, to the Knowledge of Buyer, threatened, against Buyer with respect to the execution of this Agreement or the consummation of the transaction contemplated thereby.

Section 4.05.  Broker or Finders’ Fees.  There is no third party investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Buyer who would be entitled to any fee or commission in connection with this Agreement or the transactions contemplated hereby.

ARTICLE V

ADDITIONAL AGREEMENTS

Section 5.01.  Conduct of Business.  During the period from the date of this Agreement to the Effective Time, Seller shall carry on the Business only in the Ordinary Course of Business and in the same manner as conducted prior to the date of this Agreement.  To the extent consistent therewith, Seller shall use its Best Efforts to perform and satisfy its obligations under the Customer Contracts and Other Agreements, preserve intact the current business organization of the Business, keep available the services of the current Employees and preserve such business

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relationships and goodwill with Employees, agents, brokers, intermediaries, customers, suppliers, vendors and others having business relationships with or interests in such business.

Section 5.02.  Employee Leasing Agreement.  Buyer and Seller shall, simultaneously with the Closing, execute an employee leasing agreement with respect to the leasing and outsourcing of certain employees  of Seller to Buyer and the use of the St. Louis Facility by such employees and Buyer (the “Employee Leasing Agreement”), substantially in the form of Exhibit A hereto, effective as of the Effective Time.

Section 5.03.  Product Marketing Agreement.  Buyer and Quixote Transportation Technologies, Inc., a Delaware corporation (“QTT”) shall, simultaneously with the Closing, execute a product marketing agreement for the cross-sale and promotion of the business services and products of Buyer and QTT (the “Product Marketing Agreement”), substantially in the form of Exhibit B hereto, effective as of the Effective Time.

Section 5.04.  Subcontract.

(a)           On or before July 7, 2006, Buyer and Seller shall execute a subcontract (each a “Subcontract”) substantially in the form of Exhibit C hereto, for the provision of services by Buyer for the customers of Seller identified on Schedule 5.04, each Subcontract to be effective as of the Effective Time and to continue throughout the remaining duration of the contract being subcontracted.  Promptly following the receipt of Consent, Buyer and Seller shall execute a Subcontract with respect to all other contracts identified on Schedule 5.04, to be effective throughout the remaining duration of the contract being subcontracted.  Notwithstanding the foregoing, the parties agree that, effective upon the Effective Time, Buyer shall perform the forecasting requirements set forth in each of the contracts listed on Schedule 5.04 and, in consideration of such services, Seller shall pay to Buyer that share of the payments received by Seller from the customer which are allocable to such forecasting services.

 (b)          In the event Seller enters into subsequent or additional contracts that include forecasting services with those customers identified on Schedule 5.04, or any customers for which a Subcontract is entered into due to the inability to otherwise obtain a Consent pursuant to Section 2.07, then such forecasting services shall also be subcontracted to Buyer.

Section 5.05.  Public Announcements.  Prior to July 6, 2006, Seller shall make no internal or external announcement to its Employees and shall make no public announcements relating to the subject matter of this Agreement.  Seller shall not issue any press release and shall direct and cause its officers, directors, employees, consultants and advisors not to issue any press release relating to the subject matter of this Agreement without the prior written approval of Buyer.  Seller and Buyer will consult with each other concerning the means by which Seller’s employees, Customers, vendors and suppliers and others having dealings with Seller will be informed of the contemplated transactions for a reasonable time following the Closing, and Buyer will have the right to be present for any such communication.

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Section 5.06.  No Solicitation.  From and after the date of this Agreement, until the earlier of the Effective Time or the termination of this Agreement pursuant to Article VIII, Seller shall not, and Seller shall cause its officers, directors, shareholders, employees, agents, representatives and advisors not to:  (a) solicit, initiate or encourage (including by way of furnishing information), or take any other action to facilitate the submission of, any inquiry, proposal or offer from any Person relating to (i) any purchase, pledge or other acquisition of any material portion of the Business assets of Seller or of any of Seller’s capital stock or options of or for any such capital stock, options or equity interests, whether by any merger, consolidation, business combination, amalgamation, asset sale, stock issuance, recapitalization, tender offer, exchange offer, liquidation, dissolution, license or any other similar transaction (other than the transaction contemplated by this Agreement), or (ii) any other similar transaction, the consummation of which could reasonably be expected to impair, impede, interfere with, prevent or materially delay the transaction contemplated by this Agreement or could reasonably be expected to dilute the benefits to Buyer of the transactions contemplated by this Agreement (collectively, “Transaction Proposals”); (b) agree to or endorse any Transaction Proposal (whether such agreement or endorsement is oral, in writing, absolute, revocable, contingent or conditional); or (c) enter into or participate in any discussions or negotiations regarding any Transaction Proposal, or furnish to any other Person any information with respect to Seller, the Purchased Assets or the Business in connection with any Transaction Proposal, or otherwise cooperate in any way with, or assist, participate in, facilitate or encourage, any effort or attempt by any other Person to submit or otherwise act in furtherance of a Transaction Proposal.  Without limiting any of the foregoing provisions of this Section 5.06, it is understood that any violation of the restrictions set forth in this Section 5.06 by any investment banker, financial advisor, attorney, accountant or other agent or representative of Seller shall be deemed a breach of this Section 5.06 by Seller.

Section 5.07.  Representations and Warranties.  Each Party shall promptly notify the other Party of any events or occurrences after the date hereof which cause or result, or may cause or result, in any of the representations or warranties set forth in this Agreement ceasing to be true and accurate in any material respect.

Section 5.08.  Disclosure Schedules.  On or prior to the date hereof, Seller has delivered to Buyer all Disclosure Schedules required to be prepared and delivered by Seller hereunder and delivered on the date hereof.  Seller shall be entitled to further supplement or amend any Disclosure Schedule only if doing so is required to update such Disclosure Schedule to reflect events or occurrences after the date hereof, and Seller shall promptly provide to Buyer any such updates after such event or occurrence.  In the event that any item included on any supplement or amendment to the Disclosure Schedules reveals any facts or circumstances which, in the reasonable opinion of Buyer, would have, individually or in the aggregate, a Material Adverse Effect on the Purchased Assets or the Forward Looking Obligations, or Buyer’s ability to conduct the Business immediately following the Closing substantially as such is presently conducted, Buyer and Seller shall immediately commence negotiations with respect to a mutually agreeable adjustment to the Purchase Price and if Buyer and Seller are unable to mutually agree upon an adjustment to the Purchase Price within five (5) Business Days following the commencement of negotiations, Buyer may, by written notice to Seller, terminate this Agreement.

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Section 5.09.  Due Diligence.  During the period from the date of this Agreement to the Effective Time, Buyer shall have the right to inspect and review, and Seller agrees to make available to Buyer or its representatives, any of the Purchased Assets and any documents, records, data, agreements, financial statements or other items related to the Purchased Assets or the Business which Buyer reasonably deems necessary in order to evaluate the Purchased Assets, the Business and/or the transactions contemplated by this Agreement.  Unless the Parties otherwise agree to the contrary, any inspection or review to be conducted on Seller’s premises shall be conducted during normal business hours and upon reasonable prior notice.  Seller shall use its Best Efforts to cooperate and assist with Buyer’s due diligence and to provide to Buyer all documents, records, data, agreements, financial statements and other items reasonably requested by Buyer in connection with its due diligence.

ARTICLE VI

POST-CLOSING COVENANTS

Section 6.01.  Further Action.  The Parties agree that with respect to the period following the Closing, in case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, and all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefore under Section 8.02 hereof); provided that such cost and expense shall be limited to reasonable out-of-pocket expenses without any application of overhead or profit.

Section 6.02.  Consents and Authorizations.  To the extent waived or otherwise not required as a condition of Closing, by the Final Consent Date with respect to those consents identified on Schedule 2.07 and within thirty (30) days following the Closing with respect to all others, Seller shall deliver to Buyer written confirmation of all consents, approvals, authorizations or orders of and all registrations, declarations or filings with third parties, including creditors, contract parties or Governmental Authorities, necessary for the authorization, execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated by this Agreement, including but not limited to those referred to in Sections 3.17 and 3.18.  Between the Effective Time and the date any consent, approval, authorization or order is obtained as required by this Section 6.02, subject to the terms of the applicable agreement and to the extent permitted by law, the Parties will use their Best Efforts to (a) provide to Buyer the benefits of the applicable agreement, (b) relieve Seller of the performance obligations of the applicable agreement, to the extent possible, (c) cooperate in any reasonable and lawful arrangement designed to provide the benefits to Buyer, including entering into subcontracts for performance, and (d) enforce at the request and sole expense of Buyer and for the account of Buyer any rights of Seller arising from any such agreement (including the right to elect to terminate such agreement in accordance with the terms thereof upon the request of Buyer).

Section 6.03.  Litigation Agreement.  In the event, and for so long as, any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand (other than against the other Party) in connection with (i) any

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transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction on or prior to the Effective Time involving the Business or any of the Purchased Assets, the other Party will cooperate with the contesting or defending Party and its counsel in the contest or defense thereof, make available its personnel and provide such testimony and access to its books and records as shall be reasonably necessary in connection with the contest or defense thereof, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefor under Section 8.02 hereof).

Section 6.04.  Transition.  Seller will not take any action that is designed or intended to have the effect of discouraging any licensor, customer, supplier or other business associate from maintaining the same business relationships with Buyer after the Effective Time as such party maintained with Seller prior to the Effective Time.  Seller will refer all customer inquiries relating to the Business to Buyer from and after the Effective Time.  Buyer and Seller shall each use their Best Efforts to cooperate with the other, and to cause their respective employees to act accordingly, in order to fulfill the intent and purpose of this Agreement.

Section 6.05.  Confidentiality.

(a)           Seller will treat and hold as confidential all of the Confidential Information, refrain from using any of the Confidential Information except in connection with this Agreement and deliver promptly to Buyer or destroy, at the request and option of Buyer, all tangible embodiments (and all copies) of the Confidential Information which are in its possession.  In the event that Seller is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Seller will notify Buyer promptly of the request or requirement so that Buyer may seek an appropriate protective order or waive compliance with the provisions of this Section 6.05.  If, in the absence of a protective order or the receipt of a waiver hereunder, Seller is, on the advice of counsel, compelled to disclose any Confidential Information, Seller may disclose the Confidential Information; provided, however, that Seller shall use its Best Efforts to obtain, at the request and expense of Buyer, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as Buyer shall designate.

(b)           Buyer and Seller each acknowledge that: (i) they are not acting as an advisor to any other party and will not receive any amount that could be construed as a “minimum fee” within the meaning of Treas. Reg. §1.6011-4(b)(3) (or any successor thereto); and (ii) notwithstanding any provision to the contrary set forth in this Agreement or the Mutual Non-Disclosure Agreement between DTN Holding Company, LLC and its affiliates and Quixote, dated May 19, 2005, as amended (the “Non-Disclosure Agreement”), no Party is under any obligation to the other to keep confidential the tax treatment or tax structure of the transactions contemplated by this Agreement.

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Section 6.06.  Noncompetition/Nonsolicitation.

(a)           Except as set forth in the Product Marketing Agreement and the Employee Leasing Agreement, in consideration of the promises contained herein and the consideration to be received hereunder, Seller shall not, from and after the Closing until the date which is five (5) years from the Closing Date (the “Restricted Period”), directly or indirectly (including, but not limited to actions taken by or through its parent, Quixote), own, manage, control, participate in, consult with, or render services for, whether as an agent, employee, consultant, advisor, stockholder, member, partner or joint venturer, or in any manner engage in any business that competes with the Business within the Restricted Territory or solicit, divert, take away or attempt to take away any of the customers of the Business or interfere with or attempt to interfere with any then existing relationship between Buyer and any of its customers, suppliers or other Persons with whom it deals.  For purposes of this Section 6.06, the “Restricted Territory” shall mean the United States and Canada.  Notwithstanding any provision of this Agreement to the contrary, Seller may bid on and fulfill any projects that include weather forecasting services when combined with equipment, software and/or maintenance services to be provided by Seller, so long as Seller relies on a third-party provider for the weather forecasting portion of such contracts; provided, however, that Buyer shall have a first priority right to bid on and fulfill any such weather forecasting services to be provided under such contracts on terms and conditions no less favorable than those formally offered by such prospective third-party provider.  Buyer’s decision to bid on or fulfill such projects shall be made promptly and in a timely fashion as determined by the nature of the procurement process for each such opportunity.

(b)           During the Restricted Period, Seller shall not, directly or indirectly, hire or solicit to hire any employee of Buyer or induce or attempt to induce any such employee to leave his or her employment with Buyer after the Closing.

(c)           It is the desire and intent of the parties that the provisions of this Section 6.06 be enforced to the fullest extent permissible under applicable laws and public policies applied in each jurisdiction in which enforcement is sought.  Accordingly, if any particular provision of this Section 6.06 shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to the extent necessary in order that such provision be valid and enforceable, such amendment to apply only with respect to the operation of such provision of this Section 6.06 in the particular jurisdiction in which such adjudication is made.

Section 6.07.  Access to Records After the Closing.

(a)           After the Closing, upon reasonable prior notice, Buyer and its representatives shall be permitted reasonable access, during normal business hours, to and to make inspection of Seller’s books and records regarding the Business and the Purchased Assets, so long as such records are maintained by Seller in accordance with its customary records retention policy, and to make copies thereof as reasonably necessary to allow Buyer to obtain information in Seller’s possession regarding the Business and the Purchased Assets (but excluding attorney work product or other privileged

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communications).  Buyer shall pay Seller’s reasonable out-of-pocket costs and expenses in connection with satisfying such requests.  Seller shall provide Buyer with at least thirty (30) days written notice prior to the destruction of any books and records pertaining to the Business and the Purchased Assets, and Buyer shall have the option of taking possession of any such books and records, at its sole expense, prior to the expiration of such thirty (30) day period.

(b)           After the Closing, upon reasonable prior notice, Seller and its representatives shall be permitted reasonable access, during normal business hours, to and to make inspection of Buyer’s books and records regarding the Purchased Assets, so long as such records are maintained by Buyer in accordance with its customary records retention policy, and to make copies thereof as reasonably necessary to allow Seller to obtain information in Buyer’s possession regarding the Purchased Assets (but excluding attorney work product or other privileged communications) for the limited purposes of preparing Seller’s books and records (including Tax Returns) relating to the Purchased Assets.  Seller shall pay Buyer’s reasonable out-of-pocket costs and expenses in connection with satisfying such requests.

Section 6.08.  RWIS Data Access.  From the Closing Date and until April 30, 2007, Seller will cooperate and assist Buyer in acquiring any roadway information sensor data (“RWIS Data”) from any Customer or customer of Seller being provided services by Buyer pursuant to a Subcontract (a “Subcontract Customer”) that, despite its commercially reasonable efforts, Buyer is unable to obtain directly from such Customer or Subcontract Customer.  To the extent it is contractually or legally permitted to do so, Seller will provide Buyer with access to the RWIS Data in the most expedient manner possible.  Buyer shall be responsible for payment of any reasonable transmission or hardware costs incurred in connection with the acquisition of such RWIS Data.

ARTICLE VII

CONDITIONS TO CLOSING

Section 7.01.  Conditions to Obligation of Buyer.  The obligation of Buyer to consummate the Closing under this Agreement is subject to the satisfaction of all of the following conditions, compliance with which, or the occurrence of which, may be waived in writing by Buyer in its sole discretion.

(a)           Accuracy of Representations.  All of the representations and warranties of Seller in this Agreement (considered collectively), and each of these representations and warranties (considered individually), shall have been accurate in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of the time of the Closing as if then made, without giving effect to any supplement to the Disclosure Schedules, except that those representations and warranties that are qualified by terms such as “material” or “Material Adverse Effect” shall be true and correct in all respects.  On the Closing Date, Seller shall have delivered to Buyer a certificate, dated as of the Closing Date and signed by an executive officer of Seller, as to the matters set forth in this Section.