TABLE OF CONTENTS

TABLE OF CONTENTS

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Exhibit 10.4

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement made as of the 30th day of June, 2004, by and between Avalon Holdings Corporation (“Seller”), and BMC International, Inc. an Ohio corporation (hereinafter referred as “Buyer”).

RECITALS:

A. DartAmerica, Inc. (the “Corporation”) is a corporate holding company consisting of a composite of several operating companies organized to provide transportation services in 48 states and provinces in Canada wherein the Corporation’s basic services include hazardous and industrial waste transportation, general freight and commodities transportation and transportation brokerage (the “Business”).

B. Seller is the legal, record and beneficial owner of all right, title and interest in and to all of the issued and outstanding Common Shares, no par value (the “Common Stock”), of the Corporation.

C. Buyer desires to purchase from the Seller, and the Seller desires to sell to Buyer, all of the shares of Common Stock of the Corporation, on the terms and conditions set forth herein (the “Purchased Shares”).

NOW, THEREFORE, in consideration of the promises and the mutual agreements herein set forth, the Seller and the Buyer hereby agree as follows:

1. Definitions In addition to terms defined elsewhere in this Agreement, the following terms as used herein shall, unless the context clearly otherwise requires, have the following meanings, which meanings shall be equally applicable to both the singular and plural forms of such terms:

(a) Affiliate shall mean any officer, director or shareholder of the Seller, the Corporation or any Subsidiary and any corporation or other Person more than fifty percent of which is owned by the Seller, the Corporation or any Subsidiary.

(b) Closing Date shall mean June 30, 2004, or such other date as mutually agreed upon by the parties.

(c) Financial Statements shall have the meaning set forth in Section 3.16 hereof.

(d) Licenses and Permits shall mean any and all government permits, franchises, authorizations and licenses which are held by the Corporation or any of the Subsidiaries listed in the attached Appendix I and which are necessary (by law or otherwise) for or utilized in connection with the conduct of the business of the Corporation or any of the Subsidiaries.

(e) Person shall mean an individual, a corporation, a partnership, an association, a trust, an unincorporated agency, a government or political subdivision thereof, or any other entity.

(f) Purchased Shares shall mean one hundred percent (100%) of the issued and outstanding shares of Common Stock of the Corporation.

(g) Subsidiary shall mean all companies of which on the Closing Date the Corporation owns a majority of the issued and outstanding capital stock, a detailed list of which is attached hereto as Appendix II.

(h) Trade Accounts Payable shall mean all sums owed by the Corporation or any Subsidiary for services rendered, products, inventory or equipment purchased or otherwise owed to unrelated, third party vendors as a result of the conduct of the Business. For purposes hereof, Trade Accounts Payable shall also include sums owed to Affiliates if such sums would otherwise be considered Trade Accounts Payable, but for the fact that the vendor is or was an Affiliate.

(i) Trade Accounts Receivable shall mean all sums owed to the Corporation or any Subsidiary for services rendered, products, inventory or equipment sold or otherwise owed by unrelated, third party customers as a result of the conduct of the Business. For purposes hereof, Trade Accounts Receivable shall also include sums owed by Affiliates if such sums would otherwise be considered Trade Accounts Receivable, but for the fact that the customer is or was an Affiliate.

2. Purchase and Sale of the Purchased Shares .

2.1. Purchase and Sale of the Purchased Shares . Subject to the terms and conditions set forth herein, on the Closing Date Seller shall sell, transfer, assign and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, all of Seller’s right, title and interest, both legal and equitable, in and to the Purchased Shares, free and clear of any and all claims, liens, charges, security interests, pledges or encumbrances of any nature whatsoever.

2.2. Sale on Closing Date . The sale of the Purchased Shares shall be effected on the Closing Date by the delivery to the Buyer of stock certificates representing the Purchased Shares, together with duly executed stock powers sufficient to vest in the Buyer good and indefeasible title in the Purchased Shares. All proceedings to be taken and all documents to be executed on the Closing Date shall be deemed to have been taken, delivered and executed simultaneously, and no proceeding shall be deemed taken nor documents deemed executed or delivered until all have been taken, delivered and executed; provided, however, that the assignment of the Aged Receivables shall be deemed to occur prior to the Closing Date.

2.3. Purchase Price . In consideration of the sale, transfer, assignment and delivery to the Buyer of the Purchased Shares as provided in Section 2 hereof, Buyer hereby agrees to pay the aggregate sum of $4,400,000 as adjusted herein below (the “Initial Purchase Price”).

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The Initial Purchase Price to be paid by Buyer to Seller shall be adjusted as of the Closing Date to reflect changes from the Financial Statements of the Corporation and Subsidiaries on a consolidated basis (the “Consolidated Financial Statements”) as of March 31, 2004 as compared to the Consolidated Financial Statements as of June 30, 2004 as follows:

(a) Any change in fixed assets, net of depreciation, (excluding any change resulting from the distribution of Dart Realty, Inc. to Seller) with any decrease resulting in a reduction of the Initial Purchase Price and any increase resulting in an increase of the Initial Purchase Price;

(b) Any change in cash; with any decrease resulting in a reduction of the Initial Purchase Price and any increase resulting in an increase of the Initial Purchase Price;

(c) Any change in Trade Accounts Receivable of under sixty-one days as set forth in the most current aging reports; with any decrease resulting in a reduction of the Initial Purchase Price and any increase resulting in an increase of the Initial Purchase Price;

(d) Any change in Trade Accounts Payable, with any increase resulting in a reduction of the Initial Purchase Price and any decrease resulting in an increase of the Initial Purchase Price.

For purposes of the Initial Purchase Price adjustments described in this Section 2.3, only changes to the following intercompany accounts payable and accounts receivable shall be relevant: (i) the intercompany payable identified as Intercompany Payable/AP Account Number 2100 for Dart Trucking Company, Inc. and Dart Services, Inc. (but not DartAmericA, Inc. or TRB National Systems, Inc.), reflecting a balance of $259,792.57 on the Consolidated Financial Statements as of March 31, 2004; (ii) the intercompany payable identified as Intercompany Payable/AWMS Account Number 2125 reflecting a balance of $107,673.43 on the Consolidated Financial Statements as of March 31, 2004; and (iii) the intercompany receivable identified as Intercompany Receivable/AR Account Number 1200 reflecting a balance of $322,826.69 on the Consolidated Financial Statements as of March 31, 2004. All other intercompany payables and intercompany receivables indicated on the Consolidated Financial Statements as of March 31, 2004 shall be void and unenforceable as of the Closing Date.

The Initial Purchase Price as adjusted herein above is hereinafter the “Purchase Price”.

2.4. Payment of Purchase Price . At the Closing, Buyer shall deliver to Seller cash in the amount of $3,000,000 and the Buyer’s Secured Promissory Note in substantially the form attached hereto as Exhibit 2.4 (the “Buyer’s Promissory Note”). The Buyer’s Promissory Note shall be issued to the Seller in the face amount of $1,000,000. The Buyer’s Promissory Note shall be secured pursuant to the terms and conditions of the Security Agreement (the “Security Agreement”) attached hereto as Exhibit 2.4.(a). The balance of the Purchase Price shall be paid to Seller by certified or bank cashier’s check or wire transfer within two (2) business days of preparation and agreement upon the Consolidated Financial Statements as of June 30, 2004 and calculation of the final adjustment to the Initial Purchase Price; provided,

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however, that if the adjustments to the Initial Purchase Price result in the Purchase Price amounting to less than $4,000,000, then the Seller shall refund to the Buyer, in the form of a prepayment credited against the outstanding principal balance of Buyer’s Promissory Note, within the aforementioned two (2) business days period, the amount of refund to which the Buyer is entitled as a result of the adjustment to the Initial Purchase Price. Buyer and Seller agree to use their respective best efforts to prepare and agree upon the Consolidated Financial Statements as of June 30, 2004 within sixty (60) days of the Closing Date.

2.5. Closing . The closing of the transactions contemplated hereunder shall take place at the offices of Seller on the Closing Date or at such other place as may be mutually agreed upon in writing by the Seller and the Buyer.

3. Representations And Warranties Of Seller. Seller hereby makes the following representations and warranties to the Buyer as of the date hereof and, subject to Seller’s supplementation, as of the Closing Date:

3.1. Authority . Seller has full legal right, power and authority, without the consent of any other Person, to execute and deliver this Agreement and the other documents to be delivered at the Closing, and to carry out the transactions contemplated hereby. All actions required to be taken by Seller to authorize the execution, delivery and performance of this Agreement and the other documents to be delivered at the Closing, and all transactions contemplated hereby have been duly and properly taken. The execution of this Agreement and the performance of the covenants herein contained will not result in the creation of any lien, charge or encumbrance upon any of the assets or properties of the Corporation pursuant to any indenture, agreement or other instrument to which the Corporation or the Seller is a party or by which the Corporation or the Seller is bound.

3.2. Validity . This Agreement and the documents to be delivered by Seller at the Closing have been or will be duly executed and delivered and are the lawful, valid and legally binding obligations of the Seller, enforceable against Seller in accordance with their respective terms. The execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby, will not violate any provision of law, ordinance or regulation or order, judgment or decree of any court or any governmental authority, or conflict with, result in a breach of or constitute a default under the Certificate or Articles of Incorporation or Code of Regulations of the Corporation or any indenture, mortgage, lease, agreement, contract or instrument to which Seller or the Corporation is a party or by which Seller or the Corporation is bound.

3.3. Ownership of Common Stock . Upon delivery of the certificates representing the shares of Common Stock to the Buyer, the Buyer will have full, valid and marketable title to the Purchased Shares and after the consummation of the transactions contemplated by this Agreement, the Buyer shall be the owner of 100 percent of the fully paid and nonassessable issued and outstanding capital stock of the Corporation free and clear of any and all liens and encumbrances whatsoever.

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3.4. Due Organization; Qualification. Except as provided in Exhibit 3.4, the Corporation and each Subsidiary are corporations duly organized, validly existing and in good standing under the laws of the State of Ohio. Except as provided in Exhibit 3.4, the Corporation and each Subsidiary have full power and authority and all Licenses and Permits to own, operate, or lease their properties and to carry on the Business as presently conducted. The Corporation and each Subsidiary are duly licensed and qualified to do business as foreign corporations and are in good standing in all jurisdictions where, by the nature of their business or the character and location of their property or personnel, failure to be so licensed or qualified would have a material adverse effect upon the Business or the assets of the Corporation and each Subsidiary or where failure to qualify would affect the ability of Buyer to enforce any material rights of the Corporation and each Subsidiary. Appendix I lists all jurisdictions where the Corporation or each Subsidiary is licensed to do business.

3.5. Capitalization of the Corporation . All of the issued and outstanding shares of Common Stock of the Corporation are duly and validly issued to the Seller, and are fully paid and nonassessable. As of the date hereof, no class of equity securities of the Corporation presently exists other than the Common Stock. As of the Closing Date, the Corporation shall have no commitment or obligation to issue or sell any shares of its Common Stock or any other securities or obligations convertible into or exchangeable for, or giving any Seller or any other Person any right to subscribe for or acquire from the Corporation, any shares of Common Stock or any other security of the Corporation, and no securities or obligations evidencing any such rights are outstanding.

3.6. Subsidiaries of the Corporation . As of the date hereof, the number of outstanding shares of capital stock of each Subsidiary is set forth on Appendix II. Except as set forth on Schedule 3.6, all of the issued and outstanding shares of common stock of each Subsidiary are duly and validly issued to the Corporation, and are fully paid and nonassessable. All issued and outstanding shares of capital stock of each Subsidiary owned by the Corporation are owned free and clear of any and all claims, liens, charges, security interests, pledges or encumbrances of any nature whatsoever except those in favor of a Subsidiary and there are no voting trusts or voting agreements. None of the Subsidiaries has any commitment to issue or sell any shares of its capital stock or any securities or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire from such Subsidiary, any shares of capital stock of such Subsidiary, and no securities or obligations evidencing any such rights are outstanding.

3.7. Interim Changes . Except as provided in Exhibit 3.7, since March 31, 2004, there has not been (i) any material adverse change in the financial condition, assets, liabilities, properties, results of operations or business of the Corporation or any of the Subsidiaries or in its relationships with suppliers, customers, vendors or others; (ii) any known major change in the transportation business that may tend to make the Corporation’s or any of its Subsidiaries’ future operations noncompetitive or tend to diminish the value of the Corporation or any of its Subsidiaries; (iii) any event or condition of any character materially and adversely affecting the Corporation or any of its Subsidiaries or the financial condition, assets or properties of the Corporation or any of its Subsidiaries; (iv) any strike, labor union organizing attempt or other labor trouble at the Corporation or any of its Subsidiaries; (v) any capital asset acquisition or

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disposition; (vi) any termination or amendment of or waiver of any right under any contract that would have a material adverse effect upon the Business or the assets of the Corporation and each Subsidiary; or (vii) any agreement or commitment to do any of the foregoing.

3.8. Title to Assets . The Corporation and each Subsidiary are the sole and exclusive legal and equitable owners of all right and title in and have good, marketable and indefeasible title to all of their respective properties and assets, free and clear of any mortgage, pledge, charge, lien, claim, right, security interest, encumbrance, covenant, easement or restriction of any kind or nature, direct or indirect, whether accrued, absolute, contingent or otherwise (collectively, “Encumbrances”), except for only those Encumbrances as reflected on the Financial Statements furnished to Buyer or the notes thereto. All leases pursuant to which the Corporation or any of the Subsidiaries lease real property or personal property are valid and binding in accordance with their respective terms and are in full force and effect.

3.9. Liabilities in the Ordinary Course of Business . Except to the extent reflected on the Financial Statements or Exhibit 3.9, neither the Corporation nor any Subsidiary has any claims, liabilities, obligations or indebtedness of any nature, whether accrued, contingent, absolute or otherwise and whether due or to become due which would have a material adverse effect upon the Business. Except as disclosed on Exhibit 3.9, neither the Corporation nor any Subsidiary is liable as a guarantor, surety or endorser with respect to the obligations or liabilities of any unrelated Person. Except as disclosed on Exhibit 3.9, no Person has the power to confess judgment against the Corporation, any Subsidiary or the properties and assets of the Corporation or any Subsidiary.

3.10. Taxes . All Federal, state, local, franchise and other tax returns, declarations, information returns and reports of every nature required to be filed by or on behalf of the Corporation and each of the Subsidiaries including but not limited to payroll tax deposits, have been filed on a timely basis and such returns are complete and correct. Except as disclosed on Exhibit 3.10, no extensions of time in which to file any such returns and reports are in effect; all taxes shown on such returns and all asserted deficiency assessments, penalties and interest have been paid. The federal income tax returns of the Corporation and the Subsidiaries have been examined by the Internal Revenue service through December 31, 1995, and no other tax examinations are in progress. Except as disclosed on Exhibit 3.10, to the extent that tax liabilities have accrued for any period ending on or before March 31, 2004, they are adequately reflected as liabilities on the books of the Corporation and the Subsidiaries. Except as disclosed on Exhibit 3.10, the reserves for taxes as of March 31, 2004, are sufficient for the payment of all unpaid federal, state and other taxes of the Corporation and the Subsidiaries. There are no outstanding agreements or waivers extending the statute of limitations with respect to the assessment of any federal income tax or other tax and there exists no basis for the making of any claims for taxes. No claim has been made by any taxing authority of a jurisdiction in which the Corporation or any Subsidiary does not file tax returns that the Corporation or a Subsidiary is or may be subject to taxation in that jurisdiction.

3.11. Litigation . Except as set forth in Exhibit 3.11 hereto, neither the Corporation, any Subsidiary nor Seller is engaged in or a party to or threatened with any suit, claim, action, proceeding, investigation or legal, administrative, arbitration or other method of

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settling disputes or disagreements or governmental investigation involving or affecting any of the Common Stock or any share of stock of any Subsidiary, any assets of the Corporation or any Subsidiary or otherwise involving or relating to the Corporation or any Subsidiary before or by any federal, state, municipal or other governmental department, commission, board, agency or instrumentality and there is no basis for any of the foregoing that would have a material adverse effect upon the Business. Except as set forth in Exhibit 3.11, neither the Corporation nor any Subsidiary is in default with respect to any order of any federal, state, municipal or local department, commission, board, agency or instrumentality. Except as set forth in Exhibit 3.11, neither the Corporation, any Subsidiary nor Seller has received notice of any investigation, threatened or contemplated, by any federal or state agency, which remains unresolved, involving the Corporation’s or any Subsidiary’s employment practices or policies. There is no outstanding judgment, decree or order of any governmental agency against or affecting the Corporation or any Subsidiary or any of the assets of such entities that has had or standing alone will have a material adverse effect upon the Business.

3.12. Compliance with Law . The Corporation and each Subsidiary are in compliance with all applicable laws, ordinances, codes, Licenses and Permits, rules and regulations where the failure to comply would have a material adverse effect on the Corporation or any Subsidiary; and Seller is unaware that there is or will be any material adverse liability arising from or relating to any violations thereof. Appendix I lists all licenses held by the Corporation or any of its Subsidiaries for the operation of the Business in all states where the Corporation or any of its Subsidiaries are licensed to do business and doing Business.

3.13. Environmental Matters . The ownership, use and operation of each Facility (as defined by Environmental Laws) owned or leased by the Corporation and each Subsidiary is and has been in substantial compliance with applicable federal, state and local environmental laws, rules and regulations including but not limited to RCRA, CERCLA, Clean Water Act and Clear Air Act (collectively all such laws, rules and regulations are referred to as the “Environmental Laws”). Seller is unaware that any action, lawsuit or complaint has been filed, threatened or asserted against the Seller, the Corporation or any Subsidiary and that there has been threatened under any Environmental Law any complaint, claim, action or lawsuit against the Corporation or any Subsidiary for fines, penalties, investigations, expenses or remedial or removal actions. Seller is unaware that there is now occurring or that there has occurred at any Facility owned, operated or leased by the Corporation or any Subsidiary any release or threatened release of a Hazardous Waste, Hazardous Material or a constituent of a Hazardous Waste or Hazardous Material from any Facility owned, operated or leased by the Corporation or any Subsidiary which Seller believes will form the basis for any claim for liability under any Environmental Law. Seller is unaware of any claim made upon the Corporation or any Subsidiary, or threatened to be made from a federal, state or local government for liability thereunder based upon the Corporation’s or any Subsidiary’s transport of waste material to any site currently listed on the National Priorities List or state equivalent. Seller is unaware that any asbestos that requires removal or containment under Environmental Law has been located or disposed of at any Facility owned, operated or leased by the Corporation or any Subsidiary. Seller is unaware that PCB’S are currently located at any Facility owned, operated or leased by the Corporation or any Subsidiary. Neither the Corporation nor any Subsidiary has been served with any demand, notice, or communication asserting violations of any Environmental Law which remain uncured. All of the foregoing are subject to the exceptions set forth in Exhibit 3.13.

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3.14 Employee Relations . Neither the Corporation nor any Subsidiary is a party to any union, collective bargaining or similar agreement. There is not pending or threatened any labor dispute, strike or work stoppage which affects or which may affect the business of the Corporation or any Subsidiary or which may interfere with the continued operation of the Corporation or any Subsidiary. Neither the Corporation nor any Subsidiary has committed any unfair labor practice defined in the National Labor Relations Act of 1947, as amended, and there is not now pending or threatened any charge or complaint against the Corporation or any Subsidiary by the National Labor Relations Board or any representative thereof. Since 1990, there have been no strikes, walkouts or work stoppages affecting the Corporation or any Subsidiary.

3.15 Conduct of Business . At all times after the date of this Agreement and until the Closing, the Corporation and each Subsidiary shall conduct their business in their usual and ordinary manner and shall endeavor in good faith to preserve customers, keep available services of their employees and agents, maintain their assets in good condition and repair and make sales and conduct business in the usual and ordinary course of such business. During this period, the Corporation and each Subsidiary shall not, without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed:

(a) sell or otherwise transfer any assets, purchase or otherwise acquire any real or personal property, or enter into any other agreement or transaction, except in the usual and ordinary course of business;

(b) enter into any transaction or agreement with any Affiliate of the Corporation or Seller except in the usual and ordinary course of business;

(c) pay any dividends or make any other distributions to Seller;

(d) grant any bonus or increased compensation to any employee of the Corporation or any Subsidiary;

(e) make any capital expenditure in excess of $5,000;

(f) make any commitments to their customers or other parties for free or discounted service, loans, gratuities, credits or allowances unless such commitments are made in the ordinary course of business;

(g) mortgage, pledge or otherwise encumber any of their assets; or

(h) incur any indebtedness for borrowed money.

3.16 Financial Statements . Seller has delivered to Buyer copies of the Corporation’s consolidated financial statements for the years ending December 31, 2001, 2002

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and 2003 and for the three months period ended March 31, 2004 (collectively the “Financial Statements”) and the accompanying supplemental financial statements which also include various schedules for such periods (the “Schedules”). The Financial Statements and the Schedules are collectively referred to hereinafter as the “Financial Statements”. All of the foregoing Financial Statements are in accordance with the books and records of the Corporation. The Financial Statements fairly present the financial condition, the results of operations and the changes in financial position of the Corporation at the dates and for the periods covered thereby in accordance with generally accepted accounting principles consistently applied. The Schedules fairly state the information contained therein in all material respects. The Financial Statements make full and adequate provision for all obligations, liabilities or commitments (fixed and contingent) of the Corporation as of their respective dates required to be disclosed or reserved against in the Financial Statements or disclosed in the notes thereto in accordance with generally accepted accounting principles.

3.17. Disclosure . The representations and warranties of the Seller contained in this Agreement and each Appendix, Exhibit or certificate (and other written statements delivered pursuant to this Agreement or in connection with the transactions contemplated therein) are accurate, correct and complete, do not contain any untrue statement of a material fact or, considered in the context in which presented, omit to state a material fact necessary in order to make the statements and information contained herein or therein not misleading. The Seller is not aware of any information necessary to enable a prospective purchaser to make an informed investment decision to purchase the Corporation which has not been expressly disclosed in writing. There is no fact which materially adversely affects or in the future may (so far as the Seller can now reasonably foresee) materially adversely affect the business, operations, properties, prospects or condition, financial or otherwise, of the Corporation or any of the Subsidiaries or the ability of the Seller to fully perform this Agreement and the transactions contemplated hereby, which has not been set forth or described in this Agreement or in an Appendix, Exhibit, certificate or other written statement furnished to Buyer. There is no fact, other than general economic conditions, which adversely affects or might reasonably be expected to adversely affect in the future the Corporation and the Subsidiaries or the properties, the Business profits or financial condition of the Corporation and the Subsidiaries in any material respect which has not been set forth or referred to in this Agreement (including the Appendices and Exhibits hereto or certificates or other written statements delivered pursuant to this Agreement).

3.18. Ownership of Assets . The Corporation and the Subsidiaries own or lease all assets that are currently used in the operation of the Business.

3.19. Contracts . Exhibit 3.19 contains a list of contracts material to the Business and operations of the Corporation and its Subsidiaries. True and complete copies of all such contracts have been delivered to Buyer. No authorization is needed in order for such contracts to continue in full force and effect under the same terms and conditions currently in effect following consummation of the transactions. The Corporation and each Subsidiary have performed all obligations required to be performed by them under each such contract and are not alleged to be in breach or default in any respect under any such contract. Each contract is a legal, valid and binding obligation of the Corporation or Subsidiary and is in full force and

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effect. All UCC filings relating to the Corporation and its Subsidiaries and the contracts to which they relate are also set forth on Exhibit 3.19. The Corporation has disposed of approximately 40,000 tons of material at the Minerva Enterprises facility pursuant to the letter agreement identified on Exhibit 3.19.

3.20. Transactions with Affiliates . No Affiliate uses any of the assets of the Corporation or any of its Subsidiaries except directly in connection with the Business. With the exception of the real property located in Canfield, Ohio and the improvements thereon, as well as the Microsoft Business Solutions – Great Plains accounting software and the Best Software, Inc. – fixed asset software, no Affiliate owns any asset used in the Business. No Affiliate has any claim of any nature, including any inchoate claim, against any of the assets of the business.

3.21. Insurance;Bonds . Exhibit 3.21 contains a list of all current insurance policies with respect to which the Corporation or a Subsidiary is the owner, insured or beneficiary, including all self-insurance arrangements, as well as all outstanding bonds to which the Corporation or a Subsidiary is a party, in each case identifying whether Seller or an Affiliate is an indemnitor on such bonds. The Corporation and the Subsidiaries have complied with all of the terms and conditions of the insurance policies and have given notice to the insurer of all known claims that may be covered thereby. All such policies are valid and enforceable and are with financially sound and reputable insurers. No notice of cancellation has been received with respect to any insurance policy. The Corporation and each Subsidiary have paid all Workers’ Compensation premiums.

3.22 Certain Payments . During the past five (5) years, neither the Corporation, a Subsidiary, nor any director, officer, agent or employee of any such party or any other person associated with or acting for or on behalf of any such party has directly or indirectly: (i) made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any person, private or public, regardless of form, whether in money, property or services: (a) to obtain favorable treatment in securing business; (b) to pay for favorable treatment for business secured; (c) to obtain special concessions or for special concessions already obtained, for or in respect of the Corporation, a Subsidiary, or Seller or any Affiliate of them, or (d) in violation of any applicable legal requirements or (ii) established or maintained any fund or asset that has not been recorded in the books and records of the Corporation or Subsidiary.

3.23 Customer Relations . No current customer has, during the past year, informed the Corporation or any Subsidiary that it may cease doing business or that it may reduce the volume of business that it does if the Corporation or any Subsidiary is acquired by Buyer or any of Buyer’s affiliates.

3.24 Accounts Receivable . All Trade Accounts Receivable of the Corporation and each Subsidiary, other than Aged Receivables, represent valid obligations arising from sales actually made or services actually performed by the Corporation or any Subsidiary in the ordinary course of business. There is no contest or claim, nor is anyone currently exercising a right of set off under any contract with any obligor of an account receivable relating to the amount or validity of such account receivable, which individually or taken as a whole would have a material adverse effect upon the Business or the assets of the Corporation and each Subsidiary.

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3.25 Employees;Officers;Directors . Exhibit 3.25 contains a complete and accurate list of the following information as of June 15, 2004 for each employee of the Corporation or any Subsidiary, including each employee on leave of absence or lay-off status: name, job title, compensation and current annual vacation accrual. Exhibit 3.25 also contains the names of the officers and directors of the Corporation and each Subsidiary.

3.26 Bank Accounts;Powers of Attorney . Exhibit 3.26 contains a true, correct and complete list of (a) each bank, including its address, in which the Corporation or any Subsidiary has an account or safe deposit box, the number of any such account or any such box and the names of all persons authorized to draw thereon or to have access thereto; and (b) the names of all persons, if any, holding powers of attorney from the Corporation or any Subsidiary and a summary statement of the terms thereof.

3.27 Actual Knowledge . The representations and warranties made by Seller in Sections 3.4 (except for the first sentence thereof), 3.7, 3.9, 3.10, 3.11, 3.12, 3.13, 3.17, 3.19, 3.21, 3.23, and 3.24 are limited to the best of Seller’s Actual Knowledge. For purposes of this Agreement, Seller’s Actual Knowledge shall be defined as the actual knowledge of Ronald E. Klingle, Timothy C. Coxson, Jeffrey M. Grinstein and Lisa R. Wallace without any obligation to make inquiry or investigation; provided, however, that the foregoing individuals have no reason to believe the any other officer or director of either the Corporation or any Subsidiary has knowledge that would affect the representations and warranties identified in this Section 3.27.

4. Representations And Warranties Of Buyer . Buyer hereby represents and warrants to the Seller as of the date hereof as follows:

4.1. Authority . Buyer has full legal right, power and authority, without the consent of any other Person, to execute and deliver this Agreement and to carry out the transactions contemplated hereby. All actions required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement and all transactions contemplated hereby have been duly and properly taken.

4.2. Validity . This Agreement and the documents to be delivered by Buyer at the Closing have been or will be duly executed and delivered by Buyer and are the lawful, valid and legally binding obligations of Buyer, enforceable in accordance with their respective terms. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in the creation of any material adverse lien, charge or encumbrance or the acceleration of any indebtedness or other obligation of Buyer and are not prohibited by, do not violate or conflict with any provision of, and do not result in any material adverse default under or a breach of (i) any contract, agreement or other instrument to which Buyer is a party, (ii) any regulation, order, decree or judgment of any court or governmental agency, or (iii) any law applicable to Buyer.

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5. Covenants . Each of the parties hereto hereby agree to keep, perform and, if appropriate, shall further cause the Corporation and the Corporation shall cause each Subsidiary to keep, perform and fully discharge the following covenants and agreements imposed upon each such party.

5.1. Continued Assistance . Following the closing, the Seller shall refer to Buyer, as promptly as practicable, any telephone calls, letters, orders, notices, requests, inquiries and other communications relating to the Business. From time to time following the Closing, at Buyer’s request and without any further consideration, the Seller shall execute, acknowledge and deliver such additional documents, instruments of conveyance, transfer and assignment or assurances and take such other action as Buyer may reasonably request to more effectively assign, convey and transfer to Buyer the Purchased Shares. Additionally, for a reasonable time following the Closing, Seller agrees to offer reasonable assistance and cooperation to Buyer in any matter related to the Business. Buyer and Seller agree to cooperate to the fullest extent necessary to prepare the Consolidated Financial Statements as of June 30, 2004 and 2004 tax returns. From the Closing Date through December 31, 2004, Seller will utilize commercially reasonable efforts to allow the Corporation and Subsidiaries to continue the use of the Microsoft Business Solutions - Great Plains accounting software. Seller shall prepare and cause to be filed at Seller’s expense all necessary 2003 tax returns and tax filings for the Corporation and the Subsidiaries not later than August 31, 2004.

5.2. Records and Documents . For seven (7) years following the Closing Date, each of the parties shall grant, or, if applicable, cause a Person under its control (a “Controlled Person”) to grant, to the other and their respective representatives, at each party’s request, access to and the right to make copies of those records and documents related to the Common Stock, the Corporation, the Subsidiaries or the Business, possession of which is retained by the other party or a Controlled Person, as may be necessary or useful for whatever reason after the Closing Date. If during such period any party, the Corporation or any Subsidiary (the “Disposing Party”) elects to dispose of such records the appropriate party hereto shall give or cause the Disposing Party to first give the other party sixty (60) days’ prior written notice thereof, during which period the other party shall have the right to take possession of such records. If any such party sells its interest in a Controlled Person, it shall impose this covenant upon the purchaser for the other party.

5.3. Assignment of Accounts Receivable . On June 30, 2004, the Corporation and each Subsidiary shall assign to Seller, free and clear of all liens and encumbrances, all of their respective rights, title and interest in and to all Accounts Receivable outstanding for over sixty days (the “Aged Receivables”) with the exception of the Accounts Receivable from Environmental Waste Technologies/Minerva Enterprises, Inc. Such assignment shall be effectuated in accordance with an Assignment Agreement in the form attached hereto as Exhibit 5.3 (the “Assignment Agreement”). Seller and Buyer shall cause the Corporation and each Subsidiary to fulfill its respective obligations under the Assignment Agreement.

5.4 Non-competition . Neither Seller nor any of its Affiliates shall, for a period of three (3) years after the Closing, Compete directly or indirectly with Buyer in any geographic

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location where the Corporation or any of its Subsidiaries do Business. For purposes of this Agreement, Compete shall be defined as applying for or receiving any operating authority from the Interstate Commerce Commission or the United States Department of Transportation and operating in the transportation services business either by owning trucks or through a fleet of owner-operators signed on to Seller or an Affiliate. Neither Seller nor any of Seller’s Affiliates shall employ or offer employment to any employee listed on Exhibit 3.25 for a period of twelve (12) months from the Closing Date without Buyer’s prior written consent; provided that such employee is continuing to be compensated at a level at least equal to such employee’s compensation as of the Closing Date. For purposes of this Section 5.4, Buyer’s consent shall not be unreasonably withheld or delayed except with respect to the following employees in which case such consent may be withheld in the sole, unfettered discretion of Buyer: (i) Robert Houston, (ii) George Rimar; (iii) Lisa Bruce; (iv) Mike Williams; (v) Tracey McFarland; and (vi) Mary Delgado. The parties acknowledge that the Buyer and the Corporation and Subsidiaries would be irreparably injured by the breach of any of the covenants contained in this Section 5.4, and money damages alone would not be an appropriate measure of the harm to come from such continuing breach. Therefore, equitable relief, including specific performance of such provisions by injunction, would be an appropriate remedy for the breach of such provisions. Seller hereby agrees and consents, without limitation or election of remedies, and in addition to all other remedies at law and equity to which Buyer may be entitled, and without the posting of bond or other security, to the entry of a temporary restraining order without notice or hearing, to a preliminary injunction and permanent injunction, enjoining such violation.

5.5 Tax Matters .

(a) Section 338(h)(10) Tax Election . Seller agrees to cooperate with Buyer in all reasonable respects to enable the parties to elect to treat the sale of stock herein for federal income tax purposes as a purchase by Buyer of the Corporation’s and the Subsidiaries’ assets, and to allow the parties to make an election after Closing pursuant to Internal Revenue Code Section 338(h)(10) and any corresponding elections under state, local or foreign tax law accordingly (herein the “Tax Election”). Provided, however, that if in the sole determination by tax counsel for the Seller, the Tax Election will result in a negative tax impact to the Seller, then the Buyer shall be required either (1) to elect not to make the Tax Election; or (2) to pay over, indemnify, defend, and hold harmless the Seller from and against the monetary value of the negative tax impact of the Tax Election, the monetary value of such negative tax impact being determined by tax counsel for Seller in its sole discretion. The determination by tax counsel for the Seller as to whether the Tax Election will result in a negative tax impact and the amount thereof shall be made within Two Hundred Ten (210) days after Closing. In no event shall the Seller be required to make the Tax Election other than according to the requirements of this Paragraph. In the event that the parties make the Tax Election, then the Seller shall pay any tax (whether federal, state, local or foreign) on gains from this transaction and the Seller shall indemnify the Buyer from and against any claims arising from such tax on this transaction (except for any increase in tax as a result of the Tax Election being made, for which Buyer shall indemnify Seller as provided above). Furthermore, in the event that the Buyer files for said Tax Election, and if for any reason the Buyer ultimately receives no financial benefit as a result of such election, the Buyer shall have no claim of

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any kind against the Seller in connection therewith, it being agreed by the parties that although the Seller has agreed to cooperate with the Buyer, the Seller shall have no liability resulting therefrom.

(b) Returns for Periods through Closing . The Seller shall include the income of the Corporation, including any deferred income triggered into income by Regulation §1.1502-13 and Regulation §1.1502-14 and any excess loss accounts taken into income under Regulation §1.1502-19, on the Seller’s consolidated federal income tax returns for all periods up to the date of Closing, and the Seller shall pay any federal income taxes attributable to such income. The Corporation and the Buyer shall furnish tax information to the Seller for inclusion in Seller’s federal consolidated income tax return for such period. The Seller will allow the Buyer a reasonable opportunity to review and comment upon such tax returns, including any amended returns, to the extent that they relate to the Corporation. The income of the Corporation will be apportioned to the period up to and including the date of Closing by closing the books as of the end of business on the date of Closing.

(c) Allocation of Purchase Price . In the event that the parties make the Tax Election, the parties agree that the Purchase Price and the liabilities of the Corporation and Subsidiaries, plus other relevant items, will be allocated to the assets of the Corporation and Subsidiaries for all purposes, including tax and financial accounting purposes, in a manner consistent with the fair market values set forth in the allocation schedule reasonably agreed upon by the parties. Buyer, Seller, the Corporation and Subsidiaries shall file all tax returns, including amended returns, claims for refund, and information reports, in a manner consistent with such values. If the Tax Election is made, Buyer will prepare and file (after providing Seller with not less than thirty (30) days to review and sign) all election forms relating to such Tax Election within the statutorily required time frames.

6. Conditions Precedent To Obligations Of The Buyer . Each and all of the obligations of the Buyer hereunder are subject to the conditions that, unless waived by Buyer, on or prior to the Closing Date:

6.1. Seller’s Compliance with Agreement . The Seller shall have performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by Seller prior to or upon the Closing Date.

6.2. No Pending Action . As of the Closing, no action or proceeding shall be instituted or threatened at any time prior to or as of the Closing Date before any court or other governmental body by any Person or public authority seeking to restrain or prohibit, or seeking damages or other relief in connection with, the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

6.3. Other Documents . The Seller shall have executed and delivered to Buyer such documents as counsel for Buyer shall reasonably request to carry out the purpose of this Agreement.

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6.4 Financing . Buyer shall complete the financing arrangements by and between Buyer and its bank in order to enable Buyer to fund the purchase price and working capital requirements. Buyer shall use its best efforts to obtain such financing arrangements as expeditiously as possible.

6.5. Insurance . On the Closing Date, the Buyer shall have the ability to provide uninterrupted health insurance coverage for the employees listed on Exhibit 3.25 and shall have in place such other insurance coverage as is necessary for it to legally operate the Business.

Notwithstanding anything contained in this Agreement to the contrary, in the event the transactions contemplated by this Agreement are not consummated on or before July 31, 2004, because of the failure of the conditions set forth in Section 6.4 and 6.5 above, Seller shall have the right to terminate this Agreement at any time thereafter (but prior to the Closing) and shall thereafter have no further obligations or liability to Buyer.

7. Conditions Precedent To Obligations Of Seller . Each and all of the obligations of the Seller hereunder are subject to the conditions that, unless waived in writing, on or prior to the Closing Date:

7.1. Buyer’s Compliance With Agreement . The Buyer shall have performed and complied in all material respects with each and all of the agreements, covenants and conditions required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date.

7.2. No Pending Action . As of the Closing, no action or proceeding shall be instituted or threatened at any time prior to or as of the Closing Date before any court or other governmental body by any person or public authority seeking to restrain or prohibit, or seeking damages or other relief in connection with, the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

7.3. Promissory Note; Other Documents The Buyer, the Corporation and each Subsidiary (as the case may be) shall have delivered to Seller the duly executed Promissory Note, Security Agreement, Assignment Agreement and such other documents and instruments as Seller shall reasonably request to carry out the purpose of this Agreement.

8. Indemnification .

8.1. Seller’s Indemnity . The Seller shall indemnify, defend (subject to the provisions of Section 8.3) and hold the Buyer harmless from and against and in respect of any and all liabilities, losses, damages (including but not limited to court costs, reasonable attorneys’ fees, interest expense and amounts paid in settlement or compromise), claims, costs and expenses to the extent arising out of or due to a breach of any representation, warranty or covenant of the Seller contained in this Agreement, all of which shall survive Closing, or any and all actions, suits, proceedings, demands, assessments or judgments, costs and expenses incidental to any of the foregoing.

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8.2. Limitation of Obligations . Seller shall have no obligation under this Section 8, (i) unless notice of a claim for indemnity in respect of any matter has been given to Seller on or before the date which is two (2) years after the Closing Date and (ii) until the aggregate of all claims for which Seller is responsible under this Section 8 exceeds $100,000 (the “Basket Limitation”); provided, however, that if Seller is responsible for indemnification to Buyer hereunder in no event shall such liability exceed $500,000 in the aggregate unless such indemnification is a result of actual fraud resulting from willful or intentional misrepresentation. The parties acknowledge that if the Basket Limitation is exceeded, Seller shall only be liable for the claims in excess of the Basket Limitation up to the maximum amount for which Seller is required to indemnify Buyer hereunder.