Under the Agreement, HM White will transition its business to CECO White (the "Transaction") through the assignment of new business. Under the Agreement, when costs of the new business transitioned to CECO White equals fifty percent or more of the aggregate of costs related to such new business and the existing business of HM White, then among other events, CECO White anticipates leasing certain real property located in Detroit from HM White, licensing certain assets from HM White, and entering into an employment agreement with William White, the principal of HM White. It is also anticipated under the Agreement that as of such date, CECO White will hire, on an at-will basis, certain employees of HM White. CECO White also will have a 30 day option as of such date to purchase certain assets of HM White.

The description set forth herein of the terms and conditions of the Transaction is qualified in its entirety by reference to the full text of the Agreement, which is filed with this report as Exhibit 10.1 and incorporated by reference into this Item 1.01.   

On February 1, 2006, CECO issued a press release announcing the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This report contains statements about the future, sometimes referred to as "forward--looking" statements. Forward-looking statements are typically identified by the use of the words "believe," "may," "should," "expect," "anticipate," "estimate," "project," "propose,""plan," "intend" and similar words and expressions. Forward-looking statements are subject to risks and uncertainties outside CECO's control. Actual events or results may differ materially from the forward-looking statements. For a discussion of additional contingencies and uncertainties to which information respecting future events is subject, see CECO's other SEC reports.