AGREEMENT AND PLAN OF MERGER

Table of Contents

THIS AGREEMENT AND PLAN OF MERGER, dated as of March 27, 2007 (this " Agreement ") among EASTON SOUTHPAW INCORPORATED, a Delaware corporation (" Parent "), MILASTAR ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Parent (the " Purchaser "), and MILASTAR CORPORATION, a Delaware corporation (the " Company ").

RECITALS

WHEREAS, the Company is a Delaware corporation having authorized capital that consists of 7,500,000 shares of Class A Common Stock, par value $0.05 per share (the " Company Common Stock "), of which, as of the date hereof, 2,723,264 shares are issued and outstanding (the " Outstanding Common Stock ");

WHEREAS, with respect to options, the Company, as of the date hereof, has 800,000 shares of Company Common Stock available for issuance under the Milastar Corporation Stock Option Plan (the " Options "), of which, as of the date hereof, options to purchase 295,000 shares of Company Common Stock have been issued and are outstanding (the " Outstanding Options ");

WHEREAS, the Board of Directors of each of the Parent, the Purchaser and the Company (collectively, the " Boards of Directors ") has approved the merger of the Purchaser with and into the Company, and with the Company being the surviving entity, which shall be wholly owned by Parent upon the completion of the transactions contemplated herein, pursuant to the terms and subject to the conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, it is hereby agreed among the parties as follows:

ARTICLE I

THE MERGER

SECTION 1.1. The Merger . On the terms and subject to the conditions set forth herein, and in accordance with the provisions of the Delaware General Corporation Law (the " DGCL "), at the Effective Time (as defined below), the Purchaser shall be merged with and into the Company (the " Merger "). Upon the effectiveness of the Merger, the separate existence of the Purchaser shall cease, except to the extent provided by law in the case of a corporation after its merger into another corporation, and the Company shall be the surviving corporation wholly owned by Parent (the " Surviving Corporation ") and shall continue its existence under the laws of the State of Delaware.

SECTION 1.2. Closing; Effective Time . The closing of the Merger (the " Closing ") shall take place (a) at the offices of Fulbright & Jaworski L.L.P., Minneapolis, Minnesota, two (2) business days after the satisfaction or, if permissible, waiver of the conditions set forth in Article VI (other than the conditions that can only be satisfied at the Closing) or (b) at such other place, time and date as the parties may agree (the date on which the Closing takes place is referred to herein as the " Closing Date "). At the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the " Certificate of Merger ") with the office of the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, Section 251 of the DGCL. The term " Effective Time " means the close of business as of the date of the filing of the Certificate of Merger with the office of the Secretary of State of the State of Delaware (or such other time as may be agreed by the parties hereto and specified in the Certificate of Merger).

SECTION 1.3. Effects of the Merger . The Merger shall have the effects set forth in Section 259 of the DGCL.

SECTION 1.4. Certificate of Incorporation; Bylaws .

(a) At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read in the form identical to the Certificate of Incorporation of the Purchaser, as in effect immediately prior to the Effective Time and in substantial form as attached hereto as Exhibit A , until thereafter amended in accordance with its terms and as provided by applicable Laws (as defined below) and this Agreement, except that, as of the Effective Time, Article I of such Certificate of Incorporation shall be amended to read as follows: "The name of the Corporation is Milastar Corporation."

(b) From and after the Effective Time, the Bylaws of the Purchaser, as in effect immediately prior to the Effective Time and in substantial form attached hereto as Exhibit B , shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by applicable Laws, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

SECTION 1.5. Directors and Officers.

(a) The directors of the Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and shall hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be, in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation and applicable Laws.

(b) The officers of the Purchaser immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and shall hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be, in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation and applicable Laws.

SECTION 1.6. Additional Actions . If, at any time at or after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (a) vest, perfect or confirm, of record or otherwise, in the Surviving Corporation its rights, title or interest in, to or under any of the rights, properties or assets of the Company or its subsidiaries, or (b) otherwise carry out the provisions of this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of each of the Company and the Purchaser, all such deeds, assignments or assurances in law and to take all acts necessary, proper or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in the Surviving Corporation and otherwise to carry out the provisions of this Agreement.

ARTICLE II

CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

SECTION 2.1. Effect on Capital Stock . As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of capital stock of the Company or any shares of capital stock of the Purchaser:

(a) Cancellation of Certain Company Common Stock . All shares of the Company Common Stock that are held (i) in the treasury of the Company; or (ii) by any wholly-owned subsidiary of the Company shall be cancelled and shall cease to exist without any consideration payable therefor.

(b) Conversion of Company Common Stock. Each share of Outstanding Common Stock issued prior to the Effective Time (other than (1) Dissenting Shares (as defined below); (2) shares held by the Parent or Dennis J. Stevermer; and (3) shares of the Company Common Stock referred to in Section 2.1(a) above) that are held by the stockholders (the " Qualified Stockholders ") shall be converted into the right to receive from the Surviving Corporation $2.70 in cash per share of Company Common Stock (the " Merger Consideration ") without interest thereon upon surrender of the certificate previously representing such share of Company Common Stock. As of the Effective Time, all such converted shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such converted share of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration as provided in this Section 2.1(b) .

(c) Conversion of Common Stock of the Purchaser . Each share of the Purchaser's common stock (" Purchaser Common Stock ") issued and outstanding immediately prior to the Effective Time shall be converted into and become one share of fully paid and nonassessable common stock, par value $.0001 per share, of the Surviving Corporation upon the surrender of the certificate(s) previously representing such share(s) of Purchaser Common Stock.

(d) Paying Agent . Prior to the Effective Time, the Purchaser shall designate a bank or trust company to act as paying agent in connection with the Merger (the " Paying Agent ") and the Parent and Purchaser shall negotiate and enter into an agreement with the Paying Agent in form and substance reasonably satisfactory to the Company, which agreement will set forth, among other things, the terms and conditions of payment of the Merger Consideration to the Qualified Stockholders (the " Paying Agent Agreement ").

(e) Delivery of Merger Consideration to Paying Agent . At the Effective Time, the Purchaser or the Parent shall deliver to the Paying Agent, for the benefit of the Qualified Stockholders entitled to receive the Merger Consideration, the amount of the aggregate Merger Consideration which such holders are entitled to receive pursuant to the provisions of Section 2.1(b) .

(f) Payment Procedures . As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail or caused to be mailed to each Qualified Stockholder of record of any certificate, which immediately prior to the Effective Time represented shares of Company Common Stock and as of the Effective Time represents the right to receive the Merger Consideration (all such certificates, the " Certificates "), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the address specified therein) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate to the Paying Agent, together with such properly completed and duly executed letter of transmittal and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor from the Paying Agent the amount of cash into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1(b) .

(g) Withholding Rights . The Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable or issuable pursuant to this Agreement to the Qualified Stockholders such amount as the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to such payment or issuance under the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the " Code "), or any provision of state, local or foreign tax laws. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Qualified Stockholders of Company Common Stock in respect of which such deduction and withholding was made.

(h) No Further Ownership Rights in the Converted Shares . All cash paid upon the surrender of Certificates in accordance with the terms of this Section 2.1 shall be deemed to have been paid in full satisfaction of all rights pertaining to the converted shares of Company Common Stock theretofore represented by such Certificates. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were held by Qualified Stockholders prior to the Effective Time.

(i) Return of Funds by Paying Agent; No Liability . At any time following the expiration of 180 days after the Effective Time, the Surviving Corporation shall, in its sole discretion, be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which had been made available to the Paying Agent and which have not been disbursed to Qualified Stockholders of Certificates, and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to any applicable abandoned property, escheat or similar law) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. Notwithstanding the foregoing, none of the Parent, the Purchaser, the Company, the Surviving Corporation or the Paying Agent shall be liable to any person in respect of any cash delivered to a public official or entity pursuant to any applicable abandoned property, escheat or similar law.

SECTION 2.2. Company Stock Options; Plans.

(a) At the Effective Time, the vested Outstanding Options shall, by virtue of the Merger and without any action on the part of the holders thereof, be cancelled and extinguished and each holder shall be entitled to receive an amount per share equal to the difference between the exercise price per share for each such option and the Merger Consideration.

(b) At the Effective Time, all unvested stock options, if any, shall be deemed null and void, and of no further effect.

SECTION 2.3. Shares of Dissenting Stockholders . Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding as of the Effective Time and that are held by a Qualified Stockholder who has not voted in favor of the Merger or consented thereto in writing and who has properly exercised his or her appraisal rights under the DGCL (the " Dissenting Shares "), shall not be converted into the right to receive the Merger Consideration, but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the DGCL, unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, his or her right to dissent from the Merger under the DGCL and to receive such consideration. If, after the Effective Time, any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right, each share of such holder's Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without interest or dividends thereon, the Merger Consideration provided for in Section 2.1(b) .

ARTICLE III

CONSUMMATION OF THE MERGER

SECTION 3.1. Parent's Deliveries . Subject to fulfillment or waiver of the conditions set forth in Article VI, concurrently with the Merger Filing (as defined below), Parent shall deliver, if and to the extent not previously delivered, all of the following to the Company:

(a) a certificate of the Secretary of Parent, dated the Closing Date, in form and substance reasonably satisfactory to the Company, to the effect that (i) the resolutions of the Board of Directors of Parent authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herein by Parent, as attached thereto, are in full force and effect and have not been superseded, amended or modified as of the Closing Date; and (ii) the incumbency and signatures of the officer(s) of Parent executing this Agreement and any other agreements, certificates or documents relating to the consummation of the transactions contemplated hereby to which Parent is a party or signatory (the " Parent Ancillary Agreements ") are as set forth on the certificate;

(b) an opinion of counsel to the Parent, dated the Closing Date, in a form to be attached hereto as Exhibit C ;

(c) the certificate contemplated by Section 6.2 (b) , duly executed by an executive officer of the Parent;

(d) the Paying Agent Agreement duly executed by an executive officer of the Parent; and

(e) the making of the Merger Consideration available to the Paying Agent.

SECTION 3.2 Purchaser's Deliveries . Subject to the fulfillment or waiver of the conditions set forth in Article VI, concurrently with the Merger Filing, the Purchaser shall deliver, if and to the extent not previously delivered, all of the following to the Company:

(a) a copy of the Certificate of Incorporation of the Purchaser, certified as of a recent date by the Secretary of State of the State of Delaware;

(b) certificates of corporate good standing of the Purchaser, issued as of a recent date by the Secretary of State of the State of Delaware;

(c) a certificate of the Secretary of the Purchaser, dated as of the Closing Date, in form and substance reasonably satisfactory to the Company to the effect that (i) the Certificate of Incorporation of the Purchaser has not been amended or modified since the date of certification of the Secretary of State of the State of Delaware referred to in Section 3.2 (a) ; (ii) the resolutions of the Board of Directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herein by the Purchaser, as attached thereto, are in full force and effect and have not been superseded, amended or modified as of the Closing Date; and (iii) the incumbency and signatures of the officer(s) of the Purchaser executing this Agreement and any other agreements, certificates or documents relating to the consummation of the transactions contemplated hereby to which Purchaser is a party or signatory (the " Purchaser Ancillary Agreements ") are as set forth on the certificate;

(d) the certificate contemplated by Section 6.2(b), duly executed by an officer of the Purchaser.

SECTION 3.3. The Company's