STIPULATION AND CONSENT ORDER RESOLVING DEBTORS' OBJECTION TO CERTAIN CLAIMS FILED BY THE PENNSYLVANIA DEPARTMENT OF REVENUE (Claim Nos. 2521, 2522, 3058 & 3160)

JAMES F. SCHNEIDER, Bankruptcy Judge.

Railworks Corporation, et al., the above-captioned reorganized debtors (collectively, the "Debtors"), and the Pennsylvania Department of Revenue (the "PDR") hereby stipulate and agree as follows:

WHEREAS, on September 20, 2001 (the "Petition Date"), Railworks Corporation ("Railworks") and 22 of its affiliates filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code.

WHEREAS, the PDR filed a proof of claim in the case of Debtor L.K. Comstock & Company, Inc. ("Comstock"), proof of claim number 2521 ("Claim No. 2521"), asserting a claim in the amount of $2,032.00 for certain corporate income taxes allegedly owed by Comstock to the PDR.

WHEREAS, the PDR filed a proof of claim in the case of Debtor Gantrex Corporation ("Gantrex"), proof of claim number 2522 ("Claim No. 2522"), asserting a claim in the amount of $3,192.00 for certain corporate income taxes allegedly owed by Gantrex to the PDR.

WHEREAS, the PDR filed a proof of claim in the case of Debtor HSQ Technology Corporation ("HSQ"), proof of claim number 3058 ("Claim No. 3058"), asserting a claim in the amount of $26,074.00 for certain corporate and franchise taxes allegedly owed by HSQ to the PDR.

WHEREAS, the PDR filed a proof of claim in the case of Debtor HSQ, proof of claim number 3160 ("Claim No. 3160"), asserting a claim in the amount of $26,074.00 for certain corporate and franchise taxes allegedly owed by HSQ to the PDR.

WHEREAS, on October 30, 2003, the Debtors filed their Amended Fourth Omnibus Objection to Allowance of Certain Claims which included an objection to Claim Nos. 2521, 2522, 3058 and 3160 (collectively the "Claims") on the grounds that the Claims were either overstated or paid, and should be reduced or disallowed in full.

WHEREAS, on or about May 22, 2012, Railworks made a payment to the PDR in the amount of $1,859.00 on account of Claim No. 2521.

WHEREAS, Railworks and the PDR have agreed that Claim No. 2522 has been satisfied and should be disallowed in full.

WHEREAS, on or about May 22, 2012, Railworks made a payment to the PDR in the amount of $15,133.00 on account of Claim No. 3058.

WHEREAS, Railworks and the PDR have agreed that Claim No. 3160 is a duplicate of Claim No. 3058 and that Claim No. 3160 should be disallowed in full.

WHEREAS, Railworks and the PDR have agreed to settle any remaining obligations of HSQ and Comstock for Claim Nos. 2521 and 3058 for a final payment by Railworks to the PDR in the amount of $821.50, which payment was made on or about October 11, 2012.

WHEREAS, Railworks and the PPR have agreed that Claim Nos. 2521 and 3058 have been paid and should be expunged from the Claims Registry on the basis of the Debtors' payment.

NOW, THEREFORE, it is, by the United States Bankruptcy Court for the District of Maryland

ORDERED, that Claim Nos. 2522 and 3160 are disallowed in full.

ORDERED, that Claim Nos. 2521 and 3058 are hereby expunged from the Claims Registry on the basis of the Debtors' payment.

SO ORDERED