AGREEMENT AND PLAN OF MERGER

                        AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and
entered into as of the ____ day of April, 2005, by and among Cycle
Country Accessories Corp., a Nevada corporation (the "Purchaser"), its
wholly owned Cycle Country Accessories Corporation, an Iowa corporation
("Subsidiary Corp."), Simonsen Iron Works, Inc., an Iowa corporation
("Simonsen"), and Simonsen's stockholders listed on the signature page
attached hereto (the "Stockholders").

                                 RECITALS

A.     The boards of directors of Purchaser, Subsidiary Corp., and
Simonsen have each determined that the transactions described in this
agreement are in their and their shareholders' respective best interests
and, accordingly, have agreed to effect the merger provided for in this
agreement upon the terms and subject to the conditions set forth in this
agreement; and
B.     This agreement provides for the merger (the "Merger") of
Simonsen with and into Subsidiary Corp. so that Subsidiary Corp. will be
the surviving entity, and for the Stockholders to receive cash and shares
of common stock of Purchaser in exchange for their shares of capital
stock of Simonsen, and that, as a result, the Stockholders shall become
stockholders of Purchaser, and Subsidiary Corp. shall continue to conduct
the business and operations formally conducted by Simonsen as a wholly-
owned subsidiary of Purchaser; and
C.     Purchaser, Subsidiary Corp., Simonsen and the Stockholders
desire to make certain representations, warranties and agreements in
connection with the Merger; and
D.     The parties intend that the Merger shall qualify as a
reorganization within the meaning of Section 368(a)(2)(D) of the Internal
Revenue Code of 1986, as amended (the "Code").
NOW THEREFORE, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the
parties hereto hereby agree as follows:

SECTION 1.   DEFINITIONS

"Applicable Law" or "Applicable Laws" means any statute, law,
ordinance, decree, order, rule, regulation, franchise, permit or
license of any Governmental Body.
"Average Closing Price" means the average of the closing prices for
Purchaser Shares as reported by the American Stock Exchange for each
of the 30 consecutive trading days beginning on the 31st calendar day
after the Closing Date and ending on the 30th trading day thereafter
("Pricing Period").  
"Cash Consideration" means the $7,000,000 cash consideration to be
paid by Purchaser to the Stockholders pursuant to this Agreement.  
When referring to an individual Stockholder, "Cash Consideration"
means the pro-rata portion of the $7,000,000 such Stockholder shall be
entitled to receive at the Closing.
"Code" means the Internal Revenue Code of 1986, as amended.
"Closing" has the meaning set forth in Section 2.2(a).
"Closing Date" has the meaning set forth in Section 2.2(a).
"Effective Date" has the meaning set forth in Section 2.2(b).
"Effective Time" has the meaning set forth in Section 2.2(b).


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"Environmental Laws" has the meaning set forth in Section 3.17.
"Encumbrance" means any mortgage, lien, interests, right-of-way,
claim, pledge, option, restriction, security interest, contingent or
conditional sale, or other similar claim against title.
"Exchange Act" means the Security Exchange Act of 1934, as amended.
"Governmental Body" means any nation, province, state, county, city,
town, village, district, watershed district, or other jurisdiction of
any nature; federal, state, local, municipal, foreign or other
government; governmental or quasi-governmental authority of any nature
(including any governmental agency, branch, board, commission,
department and court or other tribunal); and/or any body exercising,
or entitled or purporting to exercise, any administrative, executive,
judicial, legislative, police, regulatory or taxing authority or power
of any nature.
"IBCA" means the Iowa Business Corporation Act.
"Iowa Secretary" has the meaning set forth in Section 2.2(b).
"Material Adverse Effect" means, in connection with any entity, any
event, change or effect that is materially adverse, individually or in
the aggregate, to the condition (financial or otherwise), properties,
assets, liabilities, revenues, income, business, operations, results
of operations, or prospects of such entity.
"Merger" means the merger of Simonsen with and into Subsidiary Corp.
as contemplated by this Agreement.
"Pricing Period" means 30 consecutive trading days beginning on the
31st calendar day after the Closing Date and ending on the 30th trading
day thereafter.
"Permitted Encumbrances" means municipal zoning ordinances, public
easements and general real estate taxes and installments of special
assessments payable in the year of Closing.
"Purchaser" means Cycle Country Accessories Corp., a Nevada
corporation.
"Purchaser SEC Filings" has the meaning set forth in Section 5.7(a).
"Purchaser Shares" means Purchaser's issued and outstanding common
stock.
"Real Property" means land, buildings and improvements.
"Registration Rights Agreement" means the Registration Rights
Agreement attached hereto as Exhibit C.
"Securities Act" means the Securities Act of 1933, as amended.
"Simonsen" means Simonsen Iron Works, Inc., an Iowa corporation.
"Simonsen Certificates" means the share certificates that evidence
Stockholder's ownership interests in the Simonsen Shares.
"Simonsen Shares" means the issued and outstanding common stock of
Simonsen.
"Stock Consideration" means the newly issued Purchaser Shares that
will be paid to each of the Stockholders at the Closing upon
conversion of their Simonsen Shares as further described in Section
2.6(c).   The total Stock Consideration to be paid all the Stockholders
equals that number of Purchaser Shares equal to the greater of:    (i)
$8,000,000 divided by the Average Closing Price, or (ii) $8,000,000
divided by $6.65.   When referring to an individual Stockholder, "Stock
Consideration" means the Purchaser Shares that such Stockholder will
be receiving at the Closing.
"Stockholders" means the shareholders of Simonsen listed on Exhibit B
hereto.
"Subsidiary Corp." means Cycle Country Accessories Corporation,
Purchaser's wholly owned subsidiary, an Iowa corporation, into which
Simonsen will be merged.


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"Surviving Corporation" means, after the Effective Time, Subsidiary
Corp., i.e., Cycle Country Accessories Corporation.
"Taxes" has the meaning set forth in Section 3.20(a).
SECTION 2.   THE MERGER

2.1    The Merger

(a)    Upon the terms and subject to the conditions hereof and in
accordance with the Iowa Business Corporation Act "IBCA," Simonsen
shall be merged with and into Subsidiary Corp. at the Effective Time
of the Merger.   Following the Merger, the separate corporate
existence of Simonsen shall cease and Subsidiary Corp. shall
continue as the surviving corporation (the "Surviving Corporation")
and shall succeed to and assume all the rights and obligations of
Simonsen in accordance with the IBCA.

(b)    The Merger shall have the effects set forth herein and in
Section 490.1107 of the IBCA.   If at any time after the Effective
Time, Subsidiary Corp. as the Surviving Corporation shall consider
or be advised that any further assignments or assurances in law or
otherwise are necessary or desirable to vest, perfect or confirm, of
record or otherwise, in the Surviving Corporation, all rights, title
and interests in all real estate and other property and all
privileges, powers and franchises of Simonsen and Subsidiary Corp.,
the Surviving Corporation and its proper officers and directors, in
the name and on behalf of Simonsen and Subsidiary Corp., shall
execute and deliver all such proper deeds, assignments and
assurances in law and do all things necessary and proper to vest,
perfect or confirm title to such property or rights in the Surviving
Corporation and otherwise to carry out the purpose of this
Agreement, and the proper officers and directors of the Surviving
Corporation are fully authorized in the name of Simonsen and
Subsidiary Corp. or otherwise to take any and all such action.

(c)    Except as otherwise required by the IRS pursuant to a
determination (as defined in Section 1313 of the Code) or otherwise,
or by applicable law, the Parties shall not take a position on any
Tax Returns inconsistent with the treatment of the Merger for Tax
purposes with respect to the Corporations as a reorganization within
the meaning of Section 368(a)(2)(D) of the Code.

2.2    Closing; Effective Date and Time

(a)    Closing.   Subject to the terms and conditions of this
Agreement, the consummation of the Merger (the "Closing") shall take
place at the offices of the Purchaser, 2188 Highway 86, Milford,
Iowa, on the 30th day of April, 2005, or such other date upon which
the Purchaser and the Stockholders may mutually agree in writing
(the "Closing Date").

(b)    Effective Date and Time.   On the Closing Date and subject to
the terms and conditions hereof, articles of merger substantially in
the form of Exhibit A (the "Articles of Merger") complying with the
applicable provisions of the IBCA and in such form and executed in
such manner as required by the Secretary of State of the State of
Iowa (the "Iowa Secretary") shall be filed with the Iowa Secretary.
  The Merger shall become effective on the date (the "Effective
Date") and at the time (the "Effective Time") that the Articles of
Merger shall have been accepted for filing by the Iowa Secretary, or
at such other time as may be specified in the Articles of Merger as
filed.   If the Iowa Secretary requires any changes in the Articles



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of Merger as a condition to the filing of the Articles of Merger or
the issuance of a certificate to the effect that the Merger is
effective, the parties will execute any necessary revisions
incorporating such changes, provided such changes are not
inconsistent with and do not result in any material change in the
terms of this Agreement.

2.3    Articles of Incorporation of the Surviving Corporation
At the Effective Time, the articles of incorporation of Subsidiary
Corp. as in effect immediately prior to the Effective Time shall be the
articles of incorporation of the Surviving Corporation.   Thereafter, the
articles of incorporation may be amended or repealed in accordance with
their terms and as provided by Law.  


2.4    Bylaws of the Surviving Corporation
At the Effective Time, the bylaws of Subsidiary Corp. as in effect
immediately prior to the Effective Time shall be the bylaws of the
Surviving Corporation.   Thereafter, the bylaws may be amended or repealed
in accordance with their terms and the articles of incorporation of the
Surviving Corporation and as provided by Applicable Law.

2.5    Directors and Officers
At the Effective Time, the directors and officers of Subsidiary
Corp. shall continue in office as the directors and officers of the
Surviving Corporation, and such directors and officers shall hold office
in accordance with and subject to the articles of incorporation and
bylaws of the Surviving Corporation.

2.6    Conversion of Shares
As of the Effective Time, by virtue of the Merger and without any
action on the part of Purchaser, Subsidiary Corp., Simonsen or the
Stockholders:

(a)    Each share of common stock, par value $1.00 per share, of
Subsidiary Corp. that is issued and outstanding immediately prior to
the Effective Time shall remain outstanding, unchanged by the reason
of the Merger, as one fully paid and nonassessable share of common
stock, par value $1.00 per share of the Surviving Corporation.

(b)    All shares of any class of capital stock of Simonsen held in
the treasury of Simonsen immediately prior to the Effective Time, if
any, shall be cancelled and extinguished as of the Effective Time,
without any conversion thereof and no amount or other consideration
shall be delivered or deliverable in exchange therefor.

(c)    The outstanding Simonsen Shares shall be converted into a
right to receive a pro-rata portion of:   (i) the Cash Consideration,
and (ii) the Stock Consideration.   At the Closing, Purchaser shall
pay to each of the Stockholders the Cash Consideration and Stock
Consideration as follows:

(i)    David Bailey owns eleven (11) Simonsen Shares of the
forty (40) Simonsen Shares outstanding and will be paid
at Closing: (1) One Million Nine Hundred Twenty-five
Thousand Dollars ($1,925,000.00) in Cash Consideration
plus (2) Three hundred thirty thousand eight hundred
twenty-seven (330,827) Purchaser Shares.

(ii)   Joan Bailey owns eleven (11) Simonsen Shares of the
forty (40) Simonsen Shares outstanding and will be paid
at Closing: (1) One Million Nine Hundred Twenty-five
Thousand Dollars ($1,925,000.00) in Cash Consideration
plus (2) Three hundred thirty thousand eight hundred
twenty-seven (330,827) Purchaser Shares.

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(iii) Alan Bailey owns twelve (12) Simonsen Shares of the
forty (40) Simonsen Shares outstanding and will be paid
at Closing: (1) Two Million One Hundred Thousand Dollars
($2,100,000.00) in Cash Consideration plus (2) Three
hundred sixty thousand nine hundred three (360,903)
Purchaser Shares.

(iv)   Lisa Bailey owns six (6) Simonsen Shares of the forty
(40) Simonsen Shares outstanding and will be paid at
Closing: (1) One Million Fifty Thousand Dollars
($1,050,000.00) in Cash Consideration plus (2) One
hundred eighty thousand four hundred fifty-one (180,451)
Purchaser Shares.

(d)    Purchaser shall deliver its calculation of the Average Closing
Price to each of the Stockholders within 3 business days following
the last day of the Pricing Period.   The Stockholders shall review
such calculation and, in the event of any dispute concerning the
calculation, the parties will promptly meet and attempt to resolve
such dispute.   If they fail to resolve such dispute prior to the
10th day following the end of the Pricing Period, the parties shall
mutually agree upon an independent certified public accountant to
calculate the Average Closing Price according to the terms set forth
herein and such accountant's calculation shall be final and binding.

  If the Average Closing Price is equal to or greater than $6.65 per
share, no additional Purchaser Shares will be issued to the
Stockholders.   If the Average Closing Price is less than $6.65 per
share, Purchaser shall, on or before the 20th day following the end
of the Pricing Period, deliver to each Stockholder the remaining
Stock Consideration as follows:

(i)    David Bailey shall additionally receive that number of
shares of Common Stock of the Purchaser, par value
$0.001 (rounded in the aggregate to the nearest whole
share) that is equal to $2,200,000.00 divided by the
Average Closing Price, minus 330,827.

(ii)   Joan Bailey shall additionally receive that number of
shares of Common Stock of the Purchaser, par value
$0.001 (rounded in the aggregate to the nearest whole
share) that is equal to $2,200,000.00 divided by the
Average Closing Price, minus 330,827.

(iii) Alan Bailey shall additionally receive that number of
shares of Common Stock of the Purchaser, par value
$0.001 (rounded in the aggregate to the nearest whole
share) that is equal to $2,400,000.00 divided by the
Average Closing Price, minus 360,903.

(iv)   Lisa Bailey shall additionally receive that number of
shares of Common Stock of the Purchaser, par value
$0.001 (rounded in the aggregate to the nearest whole
share) that is equal to $1,200,000.00 divided by the
Average Closing Price, minus 180,451.


(e)    When allocating the Cash Consideration and the Stock
Consideration to the Simonsen Shares that are to be converted
hereunder, each Stockholder first shall allocate the Cash
Consideration he or she receives hereunder to his or her Simonsen
Shares on a first-in, first-out (FIFO) basis until such Cash
Consideration is fully allocated, and the Stock Consideration shall
then be allocated to the remaining Simonsen Shares held by such
Stockholder.   In the event that any allocation under this paragraph


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causes the Merger to not qualify as a "reorganization" under Section
368(a)(2)(D) of the IRC, such allocation shall be null and void and
the Stockholders will be deemed to have allocated their Cash and
Stock Consideration in a manner that causes the Merger to qualify as
a "reorganization" under Section 368(a)(2)(D).

2.7    Issuance of Purchaser Shares; Exchange of Certificates

(a)    The Purchaser Shares that each Stockholder shall be entitled
to receive pursuant to the Merger in exchange for Simonsen Shares
shall be deemed to have been issued and outstanding at the Effective
Time.

(b)    At the Closing, each Stockholder shall deliver to Purchaser
the Simonsen Certificates representing all of the Simonsen Shares
owned by such Stockholder.   Each Simonsen Certificate shall be duly
endorsed for transfer by Stockholder or accompanied by stock powers
or assignments in blank duly executed by such Stockholder.   The
failure by any Stockholder to comply with this Section 2.7(b) shall
not affect the Closing or the effectiveness of the Merger.

(c)    Immediately following the Effective Time, Purchaser shall pay
or deliver to each Stockholder who has fully complied with Section
2.7(b), one or more certificates representing the number of whole
shares of Purchaser Shares into which the Simonsen Shares owned by
such Stockholder shall have been converted pursuant to Section
2.6(c) and (d), (ii) the amount of Cash Consideration as specified
in Section 2.6(c), and (iii) any dividends or other distributions to
which such holder is entitled pursuant to Section 2.8(e) with
respect to Purchaser Shares.   Any Stockholder who has not fully
complied with Section 2.7(b) shall not be entitled to receive the
certificates representing Purchaser Shares, until such Stockholder
has so complied.

(d)    No fractional shares of Purchaser Shares and no certificates
or scrip therefor, or other evidence of ownership thereof, shall be
issued in connection with the Merger.   The Stock Consideration due
each Stockholder shall be rounded upward or downward to the nearest
whole number.

(e)    The Stockholder will be entitled to dividends or other
distributions pertaining to the Purchaser Shares into which their
Simonsen Shares have been converted pursuant to Section 2.6 that
become payable to persons who are holders of record of Purchaser
Shares as of a record date on or after the Effective Date, but only
after they have surrendered their Simonsen Certificates.   The
Stockholders will not be entitled, however, to dividends or other
distributions that become payable before or after the Effective Date
to persons who were holders of record of Purchaser Shares as of a
record date that is prior to the Effective Date.

(f)    In the event that any Simonsen Certificates shall have been
lost, stolen or destroyed, upon the making of an affidavit of that
fact by the Stockholder claiming such certificate to be lost, stolen
or destroyed, Purchaser shall issue in exchange for such lost,
stolen or destroyed certificate the shares of Purchaser Shares that
such Stockholder is entitled to receive pursuant to Section 2.6(c).

(g)    All certificates evidencing Purchaser Shares that are issued
in exchange for Simonsen Shares in accordance with the terms of this
Agreement, together with the Cash Consideration paid for such shares
shall be deemed to have been issued in full satisfaction of all
rights pertaining to the Simonsen Shares represented by the
surrendered Simonsen Certificates.


<PAGE>

(h)    If purchaser changes the number of Purchaser Shares issued and
outstanding prior to the Effective Time as a result of a stock
split, stock dividend, recapitalization, reclassification, or any
action by Purchaser similar to any of the foregoing, the Stock
Consideration to be paid to Stockholders hereunder shall be
appropriately adjusted.

2.8    Stock Legend.   Each of the Purchaser Share Certificates issued
as part of this transaction will bear the following legend until such
time as they are not required as set forth below:
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE
OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
Certificates evidencing the Purchaser Shares shall not contain any
legend (including the legend set forth above): (i) following a sale
of such Purchaser Shares pursuant to an effective registration
statement (including the Registration Statement) covering such
Purchaser Shares, or (ii) following a sale of such shares pursuant
to Rule 144 (assuming the transferor is not an affiliate of the
Purchaser), or (iii) while such shares are eligible for sale under
Rule 144(k).   The Purchaser may not make any notation on its records
or give instructions to any transfer agent of the Purchaser that
enlarge the restrictions on transfer set forth in this Section.   The
Purchaser agrees that it shall, within five business days following
such time as restrictive legends would not then be required under
this Section, issue and deliver to such Stockholder certificates
that are free of restrictive legends representing Purchaser Shares
in replacement of Purchaser Shares previously issued with
restrictive legends.


SECTION 3.   REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
REGARDING COMPANY

The Stockholders hereby jointly and severally represent and warrant
to the Purchaser, as of the date hereof and as of the Closing Date, as
follows:

3.1    Organization and Standing of the Company.   Simonsen is a
corporation which is duly organized, validly existing and in good
standing under the laws of the State of Iowa.   Complete and correct
copies of the Articles of Incorporation and By-laws, as amended, of
Simonsen will be delivered to Purchaser before the Closing Date.  
Simonsen has all necessary corporate power and authority to engage in the
business in which it is presently engaged, to own all property now owned
by it, and to lease all of the property used by it under lease.   A true
and correct copy of the corporate minutes and stock transfer records of
Simonsen will have been delivered to the Purchaser before the Closing
Date, and the same constitute a complete and accurate record of the
proceedings taken by its stockholders and directors, and a complete and

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accurate record of all issuances and transfer of shares of its capital
stock.   Schedule 3.1.2 contains a complete and accurate list of the
officers and directors of Simonsen.

3.2    Capital Structure of the Company.   The authorized capital
stock of Simonsen consists solely of one thousand (1,000) shares of
common stock, with One Hundred Dollars ($100.00) par value, of which
forty (40) shares are duly authorized, validly issued and outstanding,
and fully paid and non-assessable.   No other class or series of capital
stock of Simonsen is or has been authorized.   There is no obligation
which is or may be binding upon Simonsen to issue, sell, redeem, purchase
or exchange any of its capital stock or any right relating thereto.   The
Stockholders are the sole shareholders of record of Simonsen on the date
of this Agreement.

3.3    No Restrictions.   Simonsen is subject to no restriction,
agreement, law, judgment or decree which would (a) prohibit or be
violated by the execution and delivery hereof or the consummation of the
transactions contemplated hereby, (b) result in the acceleration of any
indebtedness of Simonsen, or (c) prohibit or be violated by a merger with
or into any other company.

3.4    No Subsidiaries.   Simonsen has no subsidiaries, nor does it
own any capital stock or other equity or ownership interest in any
corporation, partnership, limited liability company, association, trust,
joint venture or other entity.

3.5    Financial Statements.   Schedule 3.5 will contain at Closing a
true copy of Simonsen's audited financial statements, including the
balance sheet, the statement of income and retained earnings and the
statement of cash flows, and all notes thereto, for the periods ending
December 31, 2004 as prepared by Simonsen's certified public accountants
(hereinafter "Financial Statements").   The Financial Statements have been
prepared from Simonsen's books and records, and fairly represent
Simonsen's financial position as of the date thereon and results of
Simonsen's operations for the period then ended and each of the Financial
Statements were prepared in accordance with generally accepted accounting
principles.

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3.6    Events Subsequent to December 31, 2004.   Except to the extent
set forth in Schedule 3.6, there has not been since December 31, 2004:

(a)    Any damage, destruction, loss, forfeiture or other event or
events (whether or not covered by insurance) adversely affecting (i)
any property or asset of Simonsen, or (ii) the business or condition
(financial or other) of Simonsen, or (iii) the results of operations
or prospects of Simonsen;

(b)    Any direct or indirect redemption, purchase or other
acquisition by Simonsen of any capital stock of Simonsen, or any
declaration, setting aside or payment of any dividend or
distribution on any capital stock of Simonsen other than dividends
or distributions which would not violate Section 3.29 hereof;

(c)    Except for transfer of a 2001 Chrysler Town and Country van to
David Bailey as additional compensation, there has been no increase
in the compensation or benefits payable or to become payable by
Simonsen to any of its directors, officers, employees or agents,
other than increases in commission compensation to employees
compensated solely on a commission basis (provided that the method,
basis and rate of commission compensation has not changed since
December 31, 2004);

(d)    Any incurrence by Simonsen of any indebtedness for borrowed
money or of any other indebtedness or of any liability in respect
thereof, or any commitment by Simonsen for such incurrence, except
for the incurrence of indebtedness in the ordinary course of
business;

(e)    Any contractual commitment by Simonsen to any third party,
other than as provided in this Agreement or arising in the ordinary
course of Simonsen's business, relating to (i) the property, assets
or business of Simonsen, or (ii) the acquisition or disposition of
property or assets of Simonsen;

(f)    Any transaction, other than at arm's length in the ordinary
course of business, between Simonsen and any shareholder, director,
officer or affiliate of Simonsen or any waiver or surrender by
Simonsen of any valuable right or property other than for fair
consideration;

(g)    Any unusual or novel method of transacting Simonsen's business
which has had or may reasonably be expected to have an adverse
effect on the assets or properties, liabilities, business prospects,
condition (financial or other) or results of operations of Simonsen;

(h)    Any change in any accounting policies and procedures or
practices by Simonsen; or

(i)    Any adverse change, actual or threatened, in the assets or
properties, liabilities, business prospects, condition (financial or
other) or results of operations of Simonsen, whether or not covered
by insurance.

3.7    Liabilities.   Except as expressly disclosed in Schedule 3.7 or
in the Financial Statements, Simonsen has no liabilities of any kind
whatsoever that have a Material Adverse Effect, whether absolute or
contingent and whether or not currently determinable, nor has any
condition existed or any event occurred which could reasonably be
expected to give rise to any such liability.

3.8    Guarantees.   Except as disclosed in Schedule 3.8 Simonsen is
not a guarantor or indemnitor or otherwise liable for or in respect of
any indebtedness of any person except as an endorser of checks received
by it and deposited in the ordinary course of business.


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3.9    Accounts and Notes Receivable.   Except as set forth on
Schedule 3.9 all accounts receivable and notes receivable of Simonsen are
owed to Simonsen by current or former customers of Simonsen and arose in
the ordinary course of Simonsen's business.   The allowance for doubtful
accounts reflected on the Financial Statements was calculated
consistently with past practice.

3.10   Inventories.   Except as set forth on Schedule 3.10 hereto, the
inventories set forth in the Financial Statements are stated therein at
the lower of cost or market value using the first-in, first-out (FIFO)
method.   All items of inventory acquired or manufactured by Simonsen have
been acquired or manufactured in the ordinary course of business.   Except
for inventory having a book-value not in excess of $25,000.00 in the
aggregate, to the knowledge of the Stockholders, all inventories of
Simonsen (i) consisting of raw materials and work in progress are in good
and usable condition, are not in excess of current requirements and are
convertible into finished goods which are salable to existing customers
of Simonsen, and (ii) consisting of finished goods are salable to
existing customers of Simonsen and do not exceed in quantity the total
quantity of such goods sold by Simonsen in Simonsen's previous calendar
year.   Except as set forth on Schedule 3.10 hereto, all items of
Simonsen's inventory are property accounted for in its books and records.

3.11   Real Property.

(a)    Fee Ownership.   Attached as Schedule 3.11(a) are complete and
accurate descriptions of all real property owned by Simonsen which
include the name of the record title holder and a legal description
of the property.   There are no liens, mortgages, deeds of trust or
any other encumbrance on the Real Property.   Except for Permitted
Encumbrances or as otherwise disclosed in Schedule 3.11(a), Simonsen
has good and marketable title in fee simple to all Real Property
owned by Simonsen, free of all liens, claims, encumbrances, charges
or other restrictions of any kind or character.

(b)    Development Restrictions.   To the knowledge of the
Stockholders, there are no matters affecting the Real Property which
might curtail or interfere with the use of any of the Real Property
for the purposes for which such Real Property is now used by
Simonsen.

(c)    Insurance Notices.   Neither Simonsen nor the Stockholders has
received any notice from any insurance carrier regarding defects or
inadequacies in the Real Property which, if not corrected, would
result in termination of Simonsen's insurance coverage or

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increase in the cost thereof, and the Stockholders have no knowledge
of any such defects or inadequacies.

(d)    Compliance.   Each parcel of Real Property is zoned in a manner
which permits its present use.   There are no pending or, to
Stockholders' knowledge, threatened requests, applications or
proceedings to alter or restrict the zoning or other use
restrictions applicable to any of Real Property.   Neither Simonsen
nor the Stockholders have received any notice from any municipal,
state, federal or other governmental authority regarding zoning,
building, fire, water, use, health, environmental, ordinance, code
or regulatory violations issued with respect to any of the Real
Property, and, to the knowledge of the Stockholders, no such
violations exist.   The buildings, improvements and fixtures upon the
Real Property are permitted, conforming structures under applicable
zoning, subdivision and building laws and ordinances, and Simonsen's
present uses of such buildings, improvements and fixtures are
permitted, conforming uses under such zoning, subdivision and
building laws and ordinances.   The Real Property includes all rights
to any off-site facilities necessary to ensure compliance with all
zoning, building, health, fire, water, use or similar statutes,
laws, regulations and orders.   No charges or violations have been
filed, served, made or, to the knowledge of the Stockholders,
threatened relating to the Real Property or any of Simonsen's
operations conducted thereon as a result of any violation or alleged
violation of any applicable ordinances, requirements, regulations,
zoning, subdivision and building laws or restrictive covenants
(including, without limitation, those relating to health, safety or
environmental protection).

(e)    Pending and Threatened Litigation.   There are no pending or,
to the knowledge of the Stockholders, threatened matters of
litigation, administrative action or examination, claim or demand
whatsoever relating to the Real Property.

(f)    Eminent Domain.   There is no pending or, to the knowledge of
the Stockholders, threatened (i) condemnation of any part of the
Real Property by any governmental authority; (ii) special assessment
against the Real Property; or (iii) action against Simonsen for
breach of any restrictive covenant affecting the Real Property.

(g)    Access to Real Property; Utilities.   To the knowledge of the
Stockholders, no fact or condition exists which would result in the
termination or impairment of access to the Real Property from
adjoining public or private Streets or ways or which could result in
discontinuation of presently available or otherwise necessary sewer,
water, electric, gas, telephone or other utilities or services.

(h)    Condition.   No representations are made with respect to the
condition of the Real Property.

(i)    Mechanic's Liens.   No labor, material or services have been
furnished by or at the direction of Simonsen, or to the knowledge of
the Stockholders, by any Lessor on or about the Real Property or any
part thereof, as a result of which any mechanic's, laborer's or
materialman's liens or claims thereof might arise.

(j)    Government Obligations.   To the knowledge of the Stockholders,
there are no unperformed obligations relative to the Real Property
outstanding to any governmental or quasi-governmental body or
authority.

(k)    Rights in the Real Property.   There are no purchase contracts,


<PAGE>

subleases, options or any other agreements of any kind, written or
oral, formal or informal, choate or inchoate, recorded or
unrecorded, whereby any person or entity other than Simonsen has
acquired or has any basis to assert any right, title or interest in,
or right to possession, use, enjoyment or proceeds of all or any
portion of the Real Property.   Simonsen does not have any interest
in, or any right or obligation to acquire any interest in, any other
real property.

(l)    Foreign Investments.   None of the Stockholders is a "foreign
person" within the meaning of Section 1445 of the Internal Revenue
Code of 1986, as amended (the "Code").

(m)    Public Improvements.   All public and quasi-public improvements
upon or adjacent to the Real Property are, to the knowledge of the
Stockholders, adequate to service the requirements of the Real
Property therefor and are fully paid for and neither the Real
Property nor the owner thereof has any obligation to pay any charge
for such public or quasi-public improvements except general real
estate taxes.

3.12   Title to Personal Property.

(a)    Except as set forth in Schedule 3.12 Simonsen has or at
Closing will have good and marketable title to the equipment,
computer hardware, furniture, vehicles and other tangible or
intangible personal property reflected as owned by Simonsen on the
Financial Statements (except for personal property disposed of in
the ordinary course of business after the date thereon, or used by
Simonsen in the conduct of its business (whether or not reflected on
the Financial Statements), free and clear of any liens, claims,
security interests, options, leases, restrictions or encumbrances
which adversely affect the marketability of title thereto other than
those created by the Purchaser.   No representation is made as to the
condition of the personal property.   Except as set forth in Schedule
3.12 Simonsen does not hold any property on consignment, nor does
Simonsen hold title to any property in the possession of others.

(b)    All of the computer software used by or for Simonsen in the
conduct of its business (the "Software") is either (i) owned by
Simonsen free and clear of any and all liens, claims, equities,
security interests and encumbrances whatsoever, or (ii) used by
Simonsen pursuant to a license granted to Simonsen by the third
party which, to the knowledge of the Stockholders, owns such
Software free and clear of any and all liens, claims, equities,
security interests and encumbrances whatsoever.   No such computer
software license shall terminate or become terminable as a result of
the transactions contemplated by this Agreement.   There are no
infringement suits pending or, to the knowledge of the Stockholders,
threatened against Simonsen with respect to any of the Software, and
no fact or condition exists which could give rise to any such
infringement suit.

3.13   Contracts.   Except as set forth in Schedule 3.13 Simonsen is
not a party to, or bound by, any oral or written contracts, agreements,
commitments, arrangements or understandings (the "Contracts"): (a) for
any indebtedness, except those incurred in the ordinary course of
business; (b) involving leasing personal property (including, without
limitation, leases for machinery and office equipment, furniture,
fixtures, vehicles, tools and dies) which require an annual payment in
excess of $5,000 or the current term of which exceeds two years; (c)
involving the payment or receipt of in excess of $10,000 per annum by
Simonsen or the current term of which exceeds six months (including,

<PAGE>


without limitation, vendor supply contracts or customer "blanket"
purchase orders), except those incurred in the ordinary course of
business; (d) providing for the services of dealers, distributors, sales
representatives or similar representatives; (e) relating to the
ownership, use or licensing of any patents, trademarks, trade names,
brand names, copyrights, inventions, processes, know-how, formulae,
technology, trade secrets or other proprietary rights; (f) relating to
oral or written and currently effective, warranties or representations
expressly or impliedly made by Simonsen in respect of any products
manufactured or sold by Simonsen in conduct of Simonsen's business and
any other liability or obligation of Simonsen to service, repair,
maintain, take back or otherwise do or refrain from doing anything in
respect to any products or inventory that has been delivered by Simonsen;
(g) any covenants by or binding on Simonsen not to compete or to abide by
any confidentiality agreement; (h) for the sale of goods or services to
any governmental authority, including any open purchase order issued by
such entities; (i) with any manufacturer, jobber, supplier or customer
with respect to discounts, allowances or payment terms beyond 60 days;
(j) relating to any joint venture or partnership contract or agreement;
(k) for the incurrence of any capital expenditure in excess of $10,000;
(l) for or with respect to any advertising; (m) limiting the freedom of
Simonsen, or any of its officers, directors, employees or agents to
engage in or compete in any line of business or with any person or in any
area or to use or disclose any information; (n) giving any party the
right to renegotiate or require a reduction in price or the refund of any
amount previously paid to Simonsen by such person; that is material to
Simonsen's business.

All of the Contracts constitute legal, valid and binding obligations
of the respective parties thereto, are in full force and effect, and
neither Simonsen or, to the knowledge of the Stockholders, any other
party thereto has violated any provision of, or committed or failed to
perform any act which with notice, lapse of time or both would constitute
a default under the provisions of any such Contract, the termination of
which could have a material adverse effect upon the properties, assets to
be purchased or liabilities to be assumed.   Correct and complete copies
of all written Contracts disclosed on Schedule 3.13 and all written
amendments thereto will be delivered to the Purchaser prior to the
Closing Date.

3.14   Intellectual Property.   Simonsen has no domestic or foreign
patents, patent applications pending, patent applications in process,
written employee invention disclosures, trademarks, trademark
registrations, trademark registration applications, copyrights, copyright
registrations, copyright registration applications, service marks,
service mark registrations, service mark registration applications, know-
how agreements, licenses, rights acquired through litigation, logos,
trade names, and slogans used in the conduct of Simonsen's business, as
presently conducted or as presently planned to be conducted.


3.15   Foreign Assets.   Except as described in Schedule 3.15 Simonsen
does not have any interest in any real property or tangible or intangible
personal property or other asset located outside the continental limits
of the United States of America, including stock, securities or
investments in, claims against, or receivables from any person
substantially all the property or business of which is located outside of
such continental limits.

3.16   Compliance with Law.   Except as disclosed in Schedule 3.16
hereto, to the knowledge of the Stockholders, Simonsen is not in default
under or in violation of any applicable statute, law, ordinance, decree,
order, rule, regulation, franchise, permit or license of any governmental
body, which may result in a material adverse effect upon any property or
asset of Simonsen or upon Simonsen's business, condition (financial or
other), results of operations or prospects.


<PAGE>

3.17   Environmental Matters.

(a)    Except as set forth in Schedule 3.17, to the knowledge of the
Stockholders, Simonsen has not violated, and has received no notice
of any violation of the Environmental Laws, whether on property
owned, leased or controlled by Simonsen or on property of others, or
otherwise, and there is no known condition with respect to Simonsen
or its assets or its prior actions which with the passage of time is
reasonably likely to lead to a material violation of any of the
Environmental Laws.

(b)    Except as set forth on Schedule 3.17 hereto, Simonsen has
obtained and maintained in good standing all permits, inspections
licenses and other authorizations which are required under the
Environmental Laws for the operation of Simonsen's business,
complete copies (or, if oral, a written summary) of which have been
provided to the Purchaser.

(c)    Except as set forth on Schedule 3.17 hereto, to the knowledge
of the Stockholders, Simonsen is in compliance with all terms and
conditions of such required permits, licenses and authorizations,
and it and its properties are also in compliance with all other
limitations, restrictions, conditions, standards, prohibitions,
requirements, obligations, schedules, timetables and other
provisions contained in the Environmental Laws.

(d)    Except as set forth in Schedule 3.17 hereto, there is no
civil, criminal or administrative action, suit, demand, claim,
hearing, notice of violation, notice of investigation, proceeding
notice or demand letter pending or, to the knowledge of the
Stockholders, threatened against Simonsen relating in any way to the
Environmental Laws.

(e)    Except as set forth in Schedule 3.17, there are no orders from
or agreements with any governmental or any private party relating to
violations of or compliance with the Environmental Laws.

(f)    Except as disclosed in Schedule 3.17, (i) to the knowledge of
the Stockholders, there has been no storage, treatment, generation,
discharge, incineration, transportation or disposal of industrial,
toxic or hazardous substances or solid or hazardous waste by
Simonsen (or, to the knowledge of the Stockholders, its predecessors
in interest) at the Real Property in violation of any federal, state
or local law, statute, rule or regulation or the common law or any
decree, order, arbitration award or agreement with, or any license
or permit from, any federal, State or local governmental authority;
and (ii) there has been no spill, discharge, leak, emission,
injection, escape, dumping, or release by Simonsen (or, to the
knowledge of the Stockholders, by others) of any kind onto the Real
Property or into the environment surrounding the Real Property of
any industrial, toxic or hazardous substance or solid or hazardous
waste as defined under any federal, state or local law, statute,
rule or regulation other than those releases permissible under such
law, statute, rule or regulation or allowable under applicable
permits.

(g)    The term "Environmental Law" shall mean and include all
federal, state and local statutes, ordinances, regulations and rules
presently in force or hereafter enacted (up to and including the
Closing Date) relating to environmental quality, contamination, and



<PAGE>

clean up of Hazardous Substances, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act
of 1980, 42 U.S.C. 6090 et seq., as amended by the Superfund
Amendments and Reauthorization Act of 1986; the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. 6091 et seq., as
amended by the Hazardous and Solid Waste Amendments of 1984; and all
state superlien and environmental clean up statutes and all rules
and regulations promulgated under said statutes, as amended.   The
term "Hazardous Substance" shall mean and include all hazardous and
toxic substances, waste or materials, and any pollutant or
contaminant, including, without limitation, PCBs, asbestos, asbestos
containing material, petroleum products, and all other materials
that are included under or regulated by any Environmental Law.

3.18   Litigation.

(a)    Except as disclosed in Schedule 3.18(a), there is no suit,
arbitration, claim, investigation, action or proceeding, in law or
in equity, now pending or, to the knowledge of the Stockholders,
threatened before any court, arbitrator, commission, administrative
or regulatory body, or any governmental agency to which Simonsen is
a party or which may result in any judgment, award, order, decree,
liability or other determination which will or could have an adverse
effect upon any of the property, personnel or assets of Simonsen, or
upon Simonsen's business, condition (financial or other), results of
operations or prospects, or which will or could prevent or interfere
with the consummation of any transactions contemplated hereby, nor
to the knowledge of the Stockholders is there any reasonable basis
therefor.   No such judgment, order, award or decree has been
entered, nor has any such determination been made or liability been
incurred, which has, or could have, such an effect.

(b)    Except as disclosed in Schedule 3.18(b), to the knowledge of
the Stockholders, there are no facts which, if known by a potential
claimant or governmental authority, would give rise to a claim or
proceeding which, if asserted or conducted with results unfavorable
to Simonsen, would have a material adverse effect on the business or
financial condition of Simonsen, or the consummation of the
transaction herein contemplated, or the use of Simonsen's assets
(whether by the Purchaser or Simonsen after the Closing or by
Simonsen prior thereto ).

3.19   Consents.   Except as disclosed on Schedule 3.19, neither
Simonsen nor the Stockholders is required to obtain any consents or other
approvals from any governmental agency or other person (including,
without limitation, any lessor, lender, insurance company or financial
institution) as a result of the transactions contemplated hereby.

3.20   Tax Matters.

(a)    As used herein, the term "Taxes" means any federal, state,
local or foreign income, corporation, gross receipts, profits,
gains, capital duty, franchise, withholding, social security,
unemployment, disability, property, wealth, welfare, stamp, excise,
occupation, sales, use, transfer, value added, alternative minimum,
estimated or similar tax, together with any interest, penalties or
additions in respect of the foregoing, and including any transferee
or secondary liability in respect of such taxes.

(b)    Except as set forth on Schedule 3.20:

(i)    Simonsen has timely filed with the appropriate taxing
authorities all returns or extensions (including without
limitation information returns and other material
information) in respect of Taxes required to be filed


<PAGE>

through the date hereof and shall timely file any such
returns required to be filed on or prior to the Closing
Date.   The returns and other information filed are
complete and accurate in all material respects.   The
Stockholders will make available to the Purchaser, prior
to the Closing Date, complete and accurate copies of
Simonsen's federal, and state and local tax returns for
the past six years together with all examination reports
and statements of deficiencies assessed against or
agreed to by Simonsen for any taxable period ended on or
after January 1, 1999.   Schedule 3.20 indicates those
Tax returns of Simonsen filed since January 1, 1999 that
have been audited and indicates those Tax returns that
currently are the subject of audit;

(ii)   All Taxes due to be paid before the Closing Date
(whether or not shown on an Tax return filed by
Simonsen) have been timely paid, or shall be timely
paid, or an adequate reserve has been established
therefor, as set forth on Schedule 3.20 or Simonsen's
Financial Statements heretofore delivered to the
Purchaser;

(iii) There are no pending or, to the knowledge of the
Stockholders, threatened audits, investigations or
claims for or relating to any material additional
liability in respect of Taxes, and there are no matters
under discussion with any governmental authorities with
respect to Taxes that in the reasonable judgment of
Simonsen or such Company's attorneys or


<PAGE>

accountants, is likely to result in a material
additional liability for Taxes.   Except as set forth on
Schedule 3.20, no extension of a statute of limitations
relating to Taxes is in effect with respect to Simonsen;

(iv)   There are no liens for Taxes (other than for current
Taxes not yet due and payable) on any Company's assets;

(v)    No claim with respect to Simonsen has been made on or
after January 1, 1999 by an authority in a jurisdiction
where such Company does not file Tax returns that
Simonsen is or may be subject to taxation by that
jurisdiction;

(vi)   Simonsen has withheld and paid all Taxes required to
have been withheld and paid in connection with amounts
paid or owing to any employee, independent contractor,
creditor, stockholder or other party, and has complied
in all material respects with all laws relating to Tax
withholding;

(vii) There is no unresolved dispute or claim concerning any
Tax liability of Simonsen either claimed or raised by
any Tax authority in writing.   There are no outstanding
rulings of, or requests for rulings with, any Tax
authority addressed to Simonsen that are, or if issued
would be, binding on Simonsen;

(viii)       Simonsen is not a party to any joint venture,
partnership or other arrangement or contract which could
be treated as a partnership for federal income Tax
purposes.

3.21   Compensation.   Schedule 3.21 correctly identifies each officer
and director of Simonsen and each other persons if such other persons had
compensation (salaries, commissions, bonuses, benefits or in any other
form) in 2004 in excess of $50,000 from Simonsen, each such individual's
present base salary on an annualized basis, the type and amount of
commissions, bonuses or other compensation each such employee is
presently eligible to receive.

3.22   Labor Relations.   There is neither pending nor, to the
knowledge of the Stockholders, threatened any labor dispute, labor
organizing activity, election petition or proceeding, proceeding
preparatory thereto, strike, slow down or work stoppage which affects or
which may affect Simonsen's business, or which may interfere with its
continued operations, and neither Simonsen nor any officer, director,
employee or agent of Simonsen has committed any unfair labor practice as
defined in the National Labor Relations Act of 1947, as amended.  
Simonsen is not a party to or bound by any collective bargaining
agreement.   Simonsen's relations with its employees are satisfactory and
no employee paid other than on an hourly wage basis has announced or
threatened his or her intention to leave Simonsen's employ.

3.23   Employee Benefit Plans; ERISA.   All "employee benefit plans,"
as defined in Section 3(3) of ERISA, sponsored, maintained or contributed
to by Simonsen are listed on Schedule 3.23 hereto, and complete and
accurate copies of the plans (or related insurance policies) will be
furnished to Purchaser prior to Closing.   Except as disclosed in Schedule
3.23, Simonsen is not a party to, does not have in effect or to become
effective after the date of this Agreement any bonus, cash or deferred
compensation, severance, medical, health or hospitalization, pension,
profit sharing or thrift, retirement, stock option, employee stock
ownership, life or group insurance, death benefit, welfare, salesmen
incentive, vacation, sick leave, disability or trust agreement or
arrangement.

<PAGE>

(i)    Each employee benefit plan required to be listed in
Schedule 3.23 hereto has been administered, without
material exception, in compliance with applicable
provisions of ERISA and the Code.

(ii)   All reporting and disclosure requirements under ERISA
and the Code for the plans listed in Schedule 3.23
hereto have been complied with, except for such n