ASSET EXCHANGE AGREEMENT

Asset Exchange Agreement

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Brockway Moran & Partners, Inc | Latham Acquisition Corp | Latham International, LP | Les Industries RP Inc | Pool Technology Distributors, Inc | SCP Pool Corporation

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Title: ASSET EXCHANGE AGREEMENT
Date: 3/1/2005

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ASSET EXCHANGE AGREEMENT

This Asset Exchange Agreement (the “Agreement”), dated as of November 12, 2004, is entered into by and among (i) Les Industries R.P. Inc., a corporation incorporated under the laws of the Province of Quebec (“RP”), (ii) SCP Pool Corporation, a Delaware corporation (“Parent”), and (iii) Latham Acquisition Corp., a Delaware corporation (“Acquisition Corp”).

WHEREAS, immediately prior to the closing of the transactions contemplated hereby, Acquisition Corp or a subsidiary of Acquisition Corp shall acquire all of the outstanding capital stock of Pool Technology Distributors, Inc., a corporation incorporated under the laws of the Province of Ontario (“Pool Tech”), pursuant to the certain Stock Purchase Agreement, dated as of November 12, 2004, by and among Latham International, L.P. and Acquisition Corp (the “Latham Purchase”);

WHEREAS, RP and Acquisition Corp desire to exchange certain assets of Pool Tech (having a value of $1,853,385) for substantially all of RP’s Canadian manufacturing assets (having a value of $659,953) and RP’s assumption of $1,193,432 of Pool Tech Indebtedness;

WHEREAS, at the time of the closing of the transaction contemplated hereby, Pool Tech shall be a wholly owned subsidiary of Acquisition Corp, and, accordingly, Acquisition Corp will derive substantial benefit from the transactions contemplated hereby; and

WHEREAS, in addition to the other defined terms used herein, certain terms are defined in Section 9.1 hereof.

NOW, THEREFORE, in consideration of the respective representations, warranties and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Article 1

Asset exchange

1.1 Asset Exchange. On the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 2.1), RP shall (i) sell, assign, transfer, convey and deliver to Pool Tech, all the right, title and interest as of the Closing of RP, in, to and under the RP Assets (as defined in Section 1.2) and (ii) assume the Pool Tech Liabilities (as defined in Section 1.8) in exchange for (iii) all the right, title and interest as of the Closing of Pool Tech, in, to and under the Pool Tech Assets (as defined in Section 1.4) and (iv) the assumption by Pool Tech of the RP Liabilities (as defined in Section 1.7).

1.2 RP Assets. The term “RP Assets” means all the business, properties, assets, goodwill and rights of RP of whatever kind and nature, real or personal, tangible or intangible, wherever located and by whomever possessed, that are owned, leased or licensed by RP on the Closing Date and used, held for use or intended to be used solely or primarily in the operation or conduct of the RP Business (as defined in Section 9.1), including without limitation, the following:

(a) all raw materials, works-in-process, inventories and other materials of the RP Business wherever located and including all inventory in transit or on order and not yet delivered, and all rights with respect to the processing and completion of any works-in-process of the RP Business as of the Closing Date (collectively, the “RP Inventory”);

(b) all other tangible personal property and interests therein, including without limitation all machinery, equipment, furniture, furnishings and vehicles of the RP Business, including without limitation those listed on Schedule 3.10(a)(i) (the “RP Personal Property”);

(c) all accounts receivable and notes receivable of the RP Business as of the Closing Date, including without limitation those listed on Schedule 1.2(c), except to the extent the items listed on Schedule 1.2(c) are collected prior to the Closing Date (the “RP Receivables”);

(d) all service marks, trade names, business names, copyrights, designs, design registrations, patents, trademarks, trade secrets, confidential information, know-how, inventions, designs and procedures, of RP that are used, held for use or intended to be used in the operation or conduct of the RP Business and all rights to any of the foregoing (the “RP Intellectual Property”);

(e) all claims and rights of RP under all agreements, contracts, leases, subleases, licenses, indentures, agreements, commitments and all other legally binding arrangements, whether oral or written, to which RP is a party or by which RP is bound to the extent listed on Schedule 3.8 or not required to be listed on Schedule 3.8 (collectively, the “RP Contracts”);

(f) all credits, rebates or adjustments from vendors, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items of RP to the extent related to the RP Business (“RP Prepaid Items”);

(g) all files, customers’ and suppliers’ lists, other distribution lists, billing records, sales and promotional literature, manuals, customer and supplier correspondence relating solely to the RP Business (in all cases, in any form or medium) (the “RP Records”);

(h) to the extent transferable, all permits, licenses, franchises, orders, registrations, certificates, variances, approvals and similar rights obtained from Governmental entities related to the RP Business and all data and records pertaining thereto, including without limitation, those listed on Schedule 3.16 (the “RP Licenses and Permits”);

(i) all claims, refunds, credits, causes of action, rights of recovery and rights of set-off of every kind and nature related solely to the RP Business;

(j) all rights to receive and retain mail and other communications related solely to the RP Business;

(k) all goodwill generated by or associated solely with the RP Business and all other intangible property of the RP Business; and

(l)	all other assets of the RP Business not listed in Section 1.3.

1.3 Excluded RP Assets. Notwithstanding the foregoing, the following assets (the “Excluded RP Assets”) are expressly excluded from the asset exchange contemplated hereby:

(a) all cash, cash equivalents and marketable and other investment securities or stock of any corporation;

(b) all Pool Tech Assets to be received by RP pursuant to this Agreement and all other rights of RP under this Agreement;

(c) RP’s corporate charter and all qualifications of RP to conduct business as a corporation, arrangement with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books and blank stock certificates and other documents relating to the organization, maintenance and existence of RP as a corporation;

(d)	all insurance policies;
(e)	RP’s tax returns and tax refunds;
(f)	all rights to real property owned or leased by RP;
(g)	all bank accounts of RP; and
(h)	assets of any RP Plan (as defined in Section 3.19).

1.4 Pool Tech Assets. The term “Pool Tech Assets” means all the business, properties, assets, goodwill and rights of Pool Tech of whatever kind and nature, real or personal, tangible or intangible, wherever located and by whomever possessed, that are owned, leased or licensed by Pool Tech on the Closing Date and used,

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held for use or intended to be used solely or primarily in the operation or conduct of the Pool Tech Business (as defined in Section 9.1), including without limitation, the following:

(a) all raw materials, works-in-process, inventories and other materials of the Pool Tech Business wherever located and including all inventory in transit or on order and not yet delivered, and all rights with respect to the processing and completion of any works-in-process of the Pool Tech Business as of the Closing Date (collectively, the “Pool Tech Inventory”);

(b) all other tangible personal property and interests therein, including without limitation all machinery, equipment, furniture, furnishings and vehicles of the Pool Tech Business, including without limitation those listed on Schedule 4.9(a)(i) (the “Pool Tech Personal Property”);

(c) all rights to real property owned or leased by Pool Tech to the extent used in the Pool Tech Business, including without limitation those real estate leases listed on Schedule 4.9(a)(ii);

(d) all accounts receivable and notes receivable of the Pool Tech Business as of the Closing Date (the “Pool Tech Receivables”);

(e) all service marks, trade names, business names, copyrights, designs, design registrations, patents, trademarks, trade secrets, confidential information, know-how, inventions, designs and procedures, of Pool Tech that are used, held for use or intended to be used in the operation or conduct of the Pool Tech Business and all rights to any of the foregoing, including without limitation those specifically listed on Schedule 1.4(e) (the “Pool Tech Intellectual Property”);

(f) all claims and rights of Pool Tech under all agreements, contracts, leases, subleases, licenses, indentures, agreements, commitments and all other legally binding arrangements, whether oral or written, to which Pool Tech is a party or by which Pool Tech is bound to the extent they relate primarily to the Pool Tech Business, including without limitation those listed on Schedule 4.7 (collectively, the “Pool Tech Contracts”);

(g) all credits, rebates or adjustments from vendors, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items of the Pool Tech Business (“Pool Tech Prepaid Items”);

(h) all files, customers’ and suppliers’ lists, other distribution lists, billing records, sales and promotional literature, manuals, customer and supplier correspondence relating solely to the Pool Tech Business (in all cases, in any form or medium) (the “Pool Tech Records”);

(i) to the extent transferable, all permits, licenses, franchises, orders, registrations, certificates, variances, approvals and similar rights obtained from Governmental entities related to the Pool Tech Business and all data and records pertaining thereto (the “Pool Tech Licenses and Permits”);

(j) all claims, refunds, credits, causes of action, rights of recovery and rights of set-off of every kind and nature related solely to the Pool Tech Business;

(k) all rights to receive and retain mail and other communications related solely to the Pool Tech Business;

(l) all goodwill generated by or associated solely with the Pool Tech Business and all other intangible property of the Pool Tech Business ; and

(m)	all other assets of the Pool Tech Business not listed in Section 1.5.

1.5 Excluded Pool Tech Assets. Notwithstanding the foregoing, the following assets (the “Excluded Pool Tech Assets”) are expressly excluded from the asset exchange contemplated hereby:

(a) all stock and assets of Kafko International Inc. (“Kafko Canada”), a wholly owned subsidiary of Pool Tech;

(b) all cash, cash equivalents and marketable and other investment securities or stock of any corporation;

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(c) all RP Assets to be received by Pool Tech pursuant to this Agreement and all other rights of Pool Tech under this Agreement;

(d) Pool Tech’s corporate charter and all qualifications of Pool Tech to conduct business as a corporation, arrangement with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books and blank stock certificates and other documents relating to the organization, maintenance and existence of Pool Tech as a corporation;

(e)	all insurance policies;
(f)	Pool Tech’s tax returns and tax refunds;
(g)	all bank accounts of Pool Tech; and
(h)	assets of any Pool Tech Plan (as defined in Section 4.18).

1.6 Method of Conveyance. The sale, transfer, conveyance, assignment and delivery by RP of the RP Assets to Pool Tech, on the one hand, and the sale, transfer, conveyance, assignment and delivery by Pool Tech of the Pool Tech Assets to RP, on the other hand, each in accordance with Section 1.1 shall be effected on the Closing Date by the parties’ execution and delivery to each other of one or more bills of sale, assignments and other conveyance instruments with respect to RP’s transfer of the RP Assets and Pool Tech’s transfer of the Pool Tech Assets, each in form and scope reasonably satisfactory to the parties (collectively, the “Conveyance Documents”). At the Closing, (i) good, valid and marketable title to all of the Pool Tech Assets shall be transferred, conveyed, assigned and delivered by Pool Tech to RP, and (ii) good, valid and marketable title to all of the RP Assets shall be transferred, conveyed, assigned and delivered by RP to Pool Tech, free and clear of any and all liens, encumbrances, mortgages, security interests, pledges, claims, equities and other restrictions or charges of any kind or nature whatsoever.

1.7	Assumption of Certain RP Liabilities; Excluded RP Liabilities.

(a) Upon the terms and subject to the conditions of this Agreement, Acquisition Corp shall cause Pool Tech to assume, effective as of the Closing, and from and after the Closing, Acquisition Corp shall cause Pool Tech to pay, perform and discharge when due, only the following liabilities, obligations and commitments of RP (subject to Pool Tech’s right to dispute such liabilities and obligations in good faith with parties to whom such obligations are owed) (such liabilities, obligations and commitments being the “RP Liabilities”):

(i) all of RP’s payment and performance obligations arising subsequent to the Closing under the RP Contracts and the RP Licenses and Permits (but in each case not including any liability or obligations for breaches thereof arising out of or related to events or occurrences prior to the Closing Date);

(ii) all current accrued liabilities of the RP Business incurred in the ordinary course of business, to the extent that such items are properly recorded in accordance with GAAP as current liabilities in the Closing RP Working Capital Statement prepared in accordance with Section 1.9 (“RP Accrued Liabilities”);

(iii) the accounts payable of the RP Business as of the Closing Date to the extent incurred in the ordinary course of business and properly recorded in accordance with GAAP as accounts payable in the Closing RP Working Capital Statement (“RP Accounts Payable”); and

(iv) all other liabilities, obligations and commitments, whether known or unknown, express or implied, absolute, contingent or otherwise, arising out of Pool Tech’s operation or conduct of the RP Business subsequent to the Closing.

(b) Except as expressly set forth in Section 1.7(a), Pool Tech shall not assume or be responsible at any time for any liability, obligation, debt or commitment of RP, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, including but not limited to any liabilities, obligations, debts or commitments of RP incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby (including any and all sales, income or other Taxes arising out of the transactions contemplated hereby). Without limiting the generality of the foregoing, RP and Parent expressly acknowledge and agree that RP shall retain, and that Pool Tech shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of RP and/or Parent for income Taxes or other Taxes, (ii) any liability of RP arising from

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breach of law, breach of Contract or tort, (iii) any liability, obligation, debt or commitment of RP to Parent or any other Affiliate of RP or Parent, (iv) any liability, obligation, or commitment of RP with respect to any collective bargaining or similar agreement to which RP is a party, or (v) any Indebtedness of RP (collectively, the “Excluded RP Liabilities”). RP and Parent further agree to satisfy and discharge as the same shall become due all obligations and liabilities of RP not specifically assumed by Pool Tech hereunder.

1.8	Assumption of Certain Pool Tech Liabilities; Excluded Pool Tech Liabilities.

(a) Upon the terms and subject to the conditions of this Agreement, RP shall assume, effective as of the Closing, and from and after the Closing, RP shall pay, perform and discharge when due, only the following liabilities, obligations and commitments of Pool Tech (subject to RP’s right to dispute such liabilities and obligations in good faith with parties to whom such obligations are owed) (such liabilities, obligations and commitments being the “Pool Tech Liabilities”):

(i) all of Pool Tech’s payment and performance obligations arising subsequent to the Closing under the Pool Tech Contracts and the Pool Tech Licenses and Permits (but in each case not including any liability or obligations for breaches thereof arising out of or related to events or occurrences prior to the Closing Date);

(ii) all current accrued liabilities of the Pool Tech Business incurred in the ordinary course of business, to the extent that such items are properly recorded in accordance with GAAP as current liabilities in the Closing Pool Tech Working Capital Statement prepared in accordance with Section 1.10 (“Pool Tech Accrued Liabilities”);

(iii) the accounts payable of the Pool Tech Business as of the Closing Date to the extent incurred in the ordinary course of business and properly recorded in accordance with GAAP as accounts payable in the Closing Pool Tech Working Capital Statement (“Pool Tech Accounts Payable”);

(iv) the liabilities and obligations of Pool Tech under that certain promissory note payable to Ft. Wayne Pools, Inc. in the principal amount of $1,193,432 originally issued by Latham Splash Canada, Inc., an Ontario corporation, and assigned to and assumed by Pool Tech (the “FWP Note”); and

(v) all other liabilities, obligations and commitments, whether known or unknown, express or implied, absolute, contingent or otherwise, arising out of RP’s operation or conduct of the Pool Tech Business subsequent to the Closing.

(b) Except as expressly set forth in Section 1.8(a), RP shall not assume or be responsible at any time for any liability, obligation, debt or commitment of Pool Tech, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, including but not limited to any liabilities, obligations, debts or commitments of Pool Tech incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby (including any and all sales, income or other Taxes arising out of the transactions contemplated hereby). Without limiting the generality of the foregoing, Acquisition Corp expressly acknowledges and agrees that Pool Tech shall retain, and that RP shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of Pool Tech and/or Acquisition Corp for income Taxes or other Taxes, (ii) any liability of Pool Tech arising from breach of law, breach of Contract or tort, (iii) any liability, obligation, debt or commitment of Pool Tech to Acquisition Corp or any other Affiliate of Pool Tech or Acquisition Corp, or (iv) any Indebtedness of Pool Tech other than the FWP Note (collectively, the “Excluded Pool Tech Liabilities”). Acquisition Corp further agrees to cause Pool Tech to satisfy and discharge as the same shall become due all obligations and liabilities of Pool Tech not specifically assumed by RP hereunder.

1.9	RP Working Capital Adjustment.

(a) As soon as practicable, but in no event later than 90 days following the Closing Date, Acquisition Corp shall cause Pool Tech to determine the Working Capital of the RP Business as of the Closing Date in accordance with GAAP (the “RP Working Capital”) and shall deliver to RP a written statement (“Pool Tech’s Statement”) setting forth its determination of the RP Working Capital. Acquisition Corp shall cause Pool Tech to afford RP, or its representatives, access to the records and personnel of the RP Business for the purpose of reviewing such determination. If RP objects to any item contained in Pool Tech’s Statement, such objection shall be made in writing and delivered to Pool Tech within 20 business days following RP’s receipt of Pool Tech’s Statement, failing

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which such statement shall be deemed to have been accepted by RP (such accepted statement and RP Working Capital are referred to herein as the “Closing RP Working Capital Statement” and “Closing RP Working Capital,” respectively). If RP so notifies Pool Tech of an objection to Pool Tech’s Statement, the parties shall negotiate in good faith regarding such disagreement.

(b) If the parties fail to agree on any item contained in Pool Tech’s Statement within 10 business days of receipt by Pool Tech of RP’s statement of objections, RP shall submit Pool Tech’s Statement to PricewaterhouseCoopers (the “Independent Accountant”). RP shall use its reasonable best efforts to cause the Independent Accountant to review Pool Tech’s Statement as soon as practicable, but in any event within thirty (30) business days after the delivery of Pool Tech’s Statement to the Independent Accountant. The determination of the Closing RP Working Capital by the Independent Accountant shall be final and binding on RP and Acquisition Corp and not subject to review, challenge or adjustment absent fraud. The costs and expenses of the services of the Independent Accountant’s review shall be borne and paid by the party that the Independent Accountant determines to be least correct in its determination of the RP Working Capital.

(c) On a date that is mutually convenient to Acquisition Corp and RP, but in any event not more than 5 business days after the final determination of the Closing RP Working Capital in accordance with Section 1.9(b) and (c) above (the “Adjustment Date”), Acquisition Corp and RP shall make the following working capital adjustments:

(i) if the Closing RP Working Capital is less than $387,000 (the “Target RP Working Capital”) by more than $50,000 , RP shall pay to Pool Tech an amount equal to such deficit; or

(ii) if the Closing RP Working Capital is greater than the Target RP Working Capital by more than $50,000, Acquisition Corp shall cause Pool Tech to pay to RP an amount equal to such excess.

(d) Any amounts payable pursuant to Section 1.9(c) shall be paid within five (5) business days after the Adjustment Date in immediately available funds.

(e) All calculations to be made for the purpose of calculating those amounts which are required to be calculated in accordance with this Section 1.9 shall be made in U.S. Dollars, and if any of the underlying amounts required to be used for making such calculations are expressed in Canadian Dollars, such underlying amounts shall be converted into U.S. Dollars using the closing exchange rate as quoted by the Bank of Canada on the last day preceding the Closing.

1.10	Pool Tech Working Capital Adjustment.

(a) As soon as practicable, but in no event later than 90 days following the Closing Date, RP shall determine the Working Capital of the Pool Tech Business as of the Closing Date in accordance with GAAP (the “Pool Tech Working Capital”) and shall deliver to Acquisition Corp a written statement (“RP’s Statement”) setting forth its determination of the Pool Tech Working Capital. RP shall afford Acquisition Corp, or its representatives, access to the records and personnel of the Pool Tech Business for the purpose of reviewing such determination. If Acquisition Corp objects to any item contained in the RP Statement, such objection shall be made in writing and delivered to RP within 20 business days following Acquisition Corp’s receipt of the RP Statement, failing which such statement shall be deemed to have been accepted by Acquisition Corp (such accepted statement and Pool Tech Working Capital are referred to herein as the “Closing Pool Tech Working Capital Statement” and “Closing Pool Tech Working Capital,” respectively). If Acquisition Corp so notifies RP of an objection to RP’s Statement, the parties shall negotiate in good faith regarding such disagreement.

(b) If the parties fail to agree on any item contained in RP’s Statement within 10 business days of receipt by RP of Acquisition Corp’s statement of objections, Acquisition Corp shall submit RP’s Statement to PricewaterhouseCoopers (the “Independent Accountant”). Acquisition Corp shall use its reasonable best efforts to cause the Independent Accountant to review RP’s Statement as soon as practicable, but in any event within thirty (30) business days after the delivery of RP’s Statement to the Independent Accountant. The determination of the Closing Pool Tech Working Capital by the Independent Accountant shall be final and binding on Acquisition Corp and RP and not subject to review, challenge or adjustment absent fraud. The costs and expenses of the services of the Independent Accountant’s review shall be borne and paid by the party that the Independent Accountant determines to be least correct in its determination of the Pool Tech Working Capital.

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(c) On a date that is mutually convenient to RP and Acquisition Corp, but in any event not more than 5 business days after the final determination of the Closing Pool Tech Working Capital in accordance with Section 1.10(b) and (c) above (the “Adjustment Date”), RP and Acquisition Corp shall make the following working capital adjustments:

(i) if the Closing Pool Tech Working Capital is less than $1,176,611(the “Target Pool Tech Working Capital”) by more than $50,000, Acquisition Corp shall cause Pool Tech to pay to RP an amount equal to such deficit; or

(ii) if the Closing Pool Tech Working Capital is greater than the Target Pool Tech Working Capital by more than $50,000, RP shall pay to Pool Tech an amount equal to such excess.

(d) Any amounts payable pursuant to Section 1.10(c) shall be paid within five (5) business days after the Adjustment Date in immediately available funds.

(e) All calculations to be made for the purpose of calculating those amounts which are required to be calculated in accordance with this Section 1.10 shall be made in U.S. Dollars, and if any of the underlying amounts required to be used for making such calculations are expressed in Canadian Dollars, such underlying amounts shall be converted into U.S. Dollars using the closing exchange rate as quoted by the Bank of Canada on the last day preceding the Closing.

1.11	Accounts Payable and Accrued Liabilities.

(a) RP shall pay all of its accounts payable, accrued liabilities and all other Excluded RP Liabilities (including without limitation all wages and salaries payable) arising out of the ownership or operation of the RP Assets or the RP Business prior to the Closing Date as they come due and payable, except those RP Accounts Payable and RP Accrued Liabilities which are not due or payable prior to the Closing Date and are assumed by Pool Tech at the Closing pursuant to Section 1.7 hereof. In the event Pool Tech receives an invoice, bill or other demand for payment relating to any accounts payable, accrued liabilities or other liabilities in connection with the ownership or operation of the RP Assets or the RP Business prior to the Closing Date and which is not included in the Closing RP Working Capital as shown in the Closing RP Working Capital Statement, such invoice, bill or demand for payment, as the case may be, shall be forwarded to RP and/or Parent, each of whom agrees to promptly (but in no event later than 30 days after demand by Pool Tech) make payment therefore.

(b) Acquisition Corp shall cause Pool Tech to pay all of its accounts payable, accrued liabilities and all other Excluded Pool Tech Liabilities (including without limitation all wages and salaries payable) arising out of the ownership or operation of the Pool Tech Assets or the Pool Tech Business prior to the Closing Date as they come due and payable, except those Pool Tech Accounts Payable and Pool Tech Accrued Liabilities which are not due or payable prior to the Closing Date and are assumed by RP at the Closing pursuant to Section 1.8 hereof. In the event RP receives an invoice, bill or other demand for payment relating to any accounts payable, accrued liabilities or other liabilities in connection with the ownership or operation of the Pool Tech Assets or the Pool Tech Business prior to the Closing Date and which is not included in the Closing Pool Tech Working Capital as shown in the Closing Pool Tech Working Capital Statement, such invoice, bill or demand for payment, as the case may be, shall be forwarded to Pool Tech and/or Acquisition Corp, each of whom agrees to promptly (but in no event later than 30 days after demand by RP) make payment therefore.

1.12

Taxes.

(a) At Closing, RP shall pay all stamp, transfer, documentary, excise, sales or other comparable taxes due with respect to the sale of the RP Assets. Acquisition Corp shall cause Pool Tech to pay any taxes accruing with respect to the RP Business and the RP Assets on and after the Closing Date. RP shall be responsible for and shall pay all income, gross revenue, or similar taxes with respect to the RP Business and the RP Assets accruing before the Closing Date. All taxes referred to in this Section 1.12(a) shall include any penalties and interest incurred in relation to such taxes.

(b) At Closing, Acquisition Corp shall cause Pool Tech to pay all stamp, transfer, documentary, excise, sales or other comparable taxes due with respect to the sale of the Pool Tech Assets. RP shall pay any taxes accruing with respect to the Pool Tech Business and the Pool Tech Assets on and after the Closing Date. Acquisition Corp shall cause Pool Tech to be responsible for and shall pay all income, gross revenue, or

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similar taxes with respect to the Pool Tech Business and the Pool Tech Assets accruing before the Closing Date. All taxes referred to in this Section 1.12(b) shall include any penalties and interest incurred in relation to such taxes.

1.13	Risk of Loss.

(a) Risk of loss or destruction or damage to the RP Assets shall pass to Pool Tech at and upon Closing, regardless of the physical location of the RP Assets. RP shall, and Acquisition Corp shall cause Pool Tech to, take all steps and actions as may be required to put Pool Tech in actual possession, operation, control and responsibility for the RP Assets on the Closing Date.

(b) Risk of loss or destruction or damage to the Pool Tech Assets shall pass to RP at and upon Closing, regardless of the physical location of the Pool Tech Assets. RP shall, and Acquisition Corp shall cause Pool Tech to, take all steps and actions as may be required to put RP in actual possession, operation, control and responsibility for the Pool Tech Assets on the Closing Date.

1.14	Cost of Transfer.

(a) RP shall bear all responsibilities and pay any and all costs associated with the transfer and delivery of the RP Assets from RP to Pool Tech. Acquisition Corp shall cause Pool Tech to bear all responsibilities and pay any and all costs associated with registering its ownership interests in the RP Assets.

(b) Acquisition Corp shall cause Pool Tech to bear all responsibilities and pay any and all costs associated with the transfer and delivery of the Pool Tech Assets from Pool Tech to RP. RP shall bear all responsibilities and pay any and all costs associated with registering its ownership interests in the Pool Tech Assets.

Article 2

CLOSING

2.1 Closing. The closing of the Acquisition (the “Closing”) shall take place immediately after the closing of the Latham Purchase (the “Closing Date”).

2.2	Items to be Delivered at Closing.

(a) At or prior to the Closing and subject to the terms and conditions herein contained, RP shall deliver to Pool Tech the following:

(i) such bills of sale and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to Acquisition Corp and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Pool Tech all of RP’s right, title and interest in and to the RP Assets and assigning to Pool Tech (together with any necessary consents) all RP Contracts included in the RP Assets to the extent assignable (to the extent non-assignable, it is understood and agreed that Pool Tech shall receive the economic benefit thereto, to the extent reasonably practicable, as provided in Section 2.3(a));

(ii) copies of all of the documents, books, records, papers, files, computer programs, data and other tangible property belonging to RP which relate to or are part of the RP Assets;

(iii) evidence of the release of any mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances affecting any of the RP Assets; and

(iv) such other documents as may be necessary to consummate the transactions contemplated by this Agreement

and simultaneously with such delivery, all such steps will be taken as may be required to put Pool Tech in actual possession and operating control of the RP Assets.

(b) At or prior to the Closing and subject to the terms and conditions herein contained, Acquisition Corp shall cause Pool Tech to deliver to RP the following:

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(i) such bills of sale and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to RP and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, RP all of Pool Tech’s right, title and interest in and to the Pool Tech Assets and assigning to RP (together with any necessary consents) all Pool Tech Contracts included in the Pool Tech Assets to the extent assignable (to the extent non-assignable, it is understood and agreed that RP shall receive the economic benefit thereto, to the extent reasonably practicable, as provided in Section 2.3(b));

(ii) copies of all of the documents, books, records, papers, files, computer programs, data and other tangible property belonging to Pool Tech which relate to or are part of the Pool Tech Assets;

(iii) evidence of the release of any mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances affecting any of the Pool Tech Assets; and

(iv) such other documents as may be necessary to consummate the transactions contemplated by this Agreement

and simultaneously with such delivery, all such steps will be taken as may be required to put RP in actual possession and operating control of the Pool Tech Assets.

(c) At or prior to the Closing and subject to the terms and conditions herein contained, RP and Acquisition Corp shall deliver to each other the certificates referred to in Article 6.

2.3	Assignment of Certain Contracts.

(a) To the extent that RP’s rights under any RP Contract to be assigned to Pool Tech hereunder may not be assigned without the consent of another person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful and RP, at its expense, shall use its best effort to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Pool Tech’s rights under the RP Contract in question so that Pool Tech would not in effect acquire the benefit of all such rights, RP, to the maximum extent permitted by law and the RP Contract, shall act after the Closing as Pool Tech’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by law and the RP Contract, with Pool Tech in any other reasonable arrangement designed to provide such benefits to Pool Tech.

(b) To the extent that Pool Tech’s rights under any Pool Tech Contract to be assigned to RP hereunder may not be assigned without the consent of another person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful and Acquisition Corp shall cause Pool Tech to, at Pool Tech’s expense, use its best effort to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair RP’s rights under the Pool Tech Contract in question so that RP would not in effect acquire the benefit of all such rights, Acquisition Corp shall cause Pool Tech, to the maximum extent permitted by law and the Pool Tech Contract, to act after the Closing as RP’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by law and the Pool Tech Contract, with RP in any other reasonable arrangement designed to provide such benefits to RP.

2.4	Further Assurances.

(a) RP from time to time after the Closing, at Pool Tech’s request, will execute, acknowledge and deliver to Pool Tech such other instruments of conveyance and transfer and will take such other actions and execute and deliver such other documents, certifications and further assurances as Pool Tech may reasonably require in order to vest more effectively in Pool Tech, or to put Pool Tech more fully in possession of, any of the RP Assets.

(b) Acquisition Corp shall cause Pool Tech from time to time after the Closing, at RP’s request, to execute, acknowledge and deliver to RP such other instruments of conveyance and transfer and will take such other actions and execute and deliver such other documents, certifications and further assurances as RP may reasonably require in order to vest more effectively in RP, or to put RP more fully in possession of, any of the Pool Tech Assets.

2.5	Termination in Absence of Closing.

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(a) If by the close of business on February 28, 2005, the Closing has not occurred, then either Acquisition Corp or RP may thereafter terminate this agreement by written notice to such effect, to the other parties hereto, without liability of or to any party to this Agreement or any shareholder, director, officer, employee or representative of such party unless the reason for the Closing having not occurred is (i) such party’s willful breach of the provisions of this Agreement, or (ii) if all of the conditions to such party’s obligations set forth in Article 6 have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.1, the failure of such party to perform its obligations under this Article 2 on such date; provided, however, that any termination pursuant to this Section 2.5 shall not relieve any party hereto who was responsible for Closing having not occurred as described in clauses (i) or (ii) above of any liability for (x) such party’s willful breach of the provisions of this Agreement, or (y) if all of the conditions to such party’s obligations set forth in Article 6 have been satisfied or waived in writing by the date scheduled for the Closing pursuant to Section 2.1, the failure of such party to perform its obligations under this Article 2 on such date.

(b) This Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by Acquisition Corp if:

(i) any representation or warranty made herein for the benefit of Acquisition Corp, or any certificate, schedule or document furnished to Acquisition Corp pursuant to this Agreement is untrue in any material respect; or

(ii) RP or Parent shall have defaulted in any material respect in the performance of any material obligation under this Agreement.

(c) This Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date by RP if:

(i) any representation or warranty made herein for the benefit of RP, or any certificate, schedule or document furnished to RP pursuant to this Agreement is untrue in any material respect; or

(ii) Acquisition Corp shall have defaulted in any material respect in the performance of any material obligation under this Agreement.

Article 3

REPRESENTATIONS AND WARRANTIES OF RP

RP hereby represents and warrants to Acquisition Corp:

3.1 Corporate Existence of RP and Parent. Each of Parent and RP is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and RP has all requisite corporate power to carry on its business as currently conducted and to own and operate the RP Assets.

3.2 Corporate Power of RP and Parent; Authorization; Enforceable Obligations. Each of RP and Parent has the corporate power, authority and legal right to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by each of RP and Parent has been duly authorized by all necessary corporate and shareholder action. This Agreement has been duly executed and delivered on behalf of each of RP and Parent by duly authorized officers of RP and Parent, and constitutes the legal, valid and binding obligations of RP and Parent, enforceable against each of RP and Parent in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

3.3	Capitalization of RP. Parent beneficially owns all of the outstanding capital stock of RP.

3.4 No RP Conflicts; Consents. Except as set forth in Schedule 3.4, the execution, delivery and performance of this Agreement by RP does not and will not violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any Person under, (a) any existing law, ordinance, or governmental rule or regulation to which RP is subject, (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to RP, (c) the

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charter documents or bylaws of RP or any securities issued by RP, or (d) any mortgage, indenture, loan, agreement, contract, commitment, lease, or other instrument, document or understanding, oral or written, to which RP is a party, by which RP may have rights or by which any of the RP Assets may be bound or affected, or give any party with rights thereunder the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of RP thereunder. Except for the Hart-Scott-Rodino filing with respect to the Latham Purchase, no authorization, approval or consent of, and no registration or filing with, any governmental or regulatory official, body or authority or any other person is required in connection with the execution, delivery or performance of this Agreement by RP.

3.5 No Parent Conflicts; Consents. The execution, delivery and performance of this Agreement by Parent does not and will not violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any Person under, (a) any existing law, ordinance, or governmental rule or regulation to which Parent is subject, (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to Parent, (c) the charter documents or bylaws of Parent or any securities issued by Parent, or (d) any mortgage, indenture, loan, agreement, contract, commitment, lease, or other instrument, document or understanding, oral or written, to which Parent is a party, by which Parent may have rights or by which any of the RP Assets may be bound or affected, or give any party with rights thereunder the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of Parent thereunder. Except for the Hart-Scott-Rodino filing with respect to the Latham Purchase, no authorization, approval or consent of, and no registration or filing with, any governmental or regulatory official, body or authority or any other person is required in connection with the execution, delivery or performance of this Agreement by Parent.

3.6 Financial Statements. Copies of the unaudited balance sheets and income statements of the RP Business as of and for the fiscal years ended December 31, 2003, and as of and for the eight-month period ended August 31, 2004 (collectively, the “RP Financial Statements”) are attached hereto as Schedule 3.6. The RP Financial Statements were prepared from RP’s books and records, and the RP Financial Statements present fairly the financial condition and results of operations of the RP Business for the periods referred to therein and have been prepared in accordance with GAAP, except, in the case of the interim RP Financial Statements, for normal year-end adjustments.

3.7 Inventory. The RP Inventory consists, and as of the Closing Date will consist, only of items of a quality, condition and quantity consistent with normal seasonally-adjusted inventory levels of the RP Business and be usable and saleable in the ordinary and usual course of business for the purposes for which intended except to the extent written down or reserved against in the Closing RP Working Capital Statement. The RP Inventory is reflected in the books and records of RP in accordance with GAAP (on a standard cost basis) at the lower of cost or market, and the value of obsolete materials, materials below standard quality and slow-moving materials have been written down in accordance with GAAP. Except as set forth in Schedule 3.7, during 2004, there have not been any changes in the value of, or establishment of any reserve against any RP Inventory, except for changes and reserves in the ordinary course of business and consistent with past practices.

3.8 Status of Contracts. Set forth on Schedule 3.8 is a list of all RP Contracts relating to the operation of the RP Business or the RP Assets, except (a) any RP Contracts entered into in the ordinary course of business that involve an aggregate expenditure in any year of less than $50,000, provided that all of such undisclosed RP Contracts do not involve expenditures in excess of $100,000 in the aggregate, (b) any purchase orders or commitments entered into in the ordinary course of business for less than $10,000 per calendar quarter, and (c) any RP Contracts relating to Excluded RP Assets. Except as set forth on Schedule 3.8, all such RP Contracts are valid and in full force and effect, and neither RP, nor to the knowledge of RP, any other party thereto is in default in any material respect under the terms thereof.

3.9 Receivables. All the RP Receivables (a) represent actual indebtedness incurred by the applicable account debtor, (b) have arisen from bona fide transactions in the ordinary course of business and (c) are not subject to any defense, deduction, setoff or similar right, except to the extent fully reserved against as set forth in the August 31, 2004 balance sheet included in the RP Financial Statements. During 2004, there have not been any changes in reserves or write-offs as uncollectible of any RP Receivables, except for write-offs and reserves in the ordinary course of business and consistent with past practices.

3.10	Schedules; Title to RP Assets.
	(a)	The following Schedules set forth the information indicated:

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(i)	Schedule 3.10(a)(i) is a list/description of the RP Personal Property;

(ii) Schedule 3.10(a)(ii) is a list of the RP Assets that are not owned by RP, but are leased to RP, such that the interest therein to be conveyed to Pool Tech is that of a leasehold interest, together with an identification of such lease;

(iii) Schedule 3.10(a)(iii) is a list of all leases to which any of the RP Assets owned by RP are subject;

(b) RP has good, valid and marketable title to all of the RP Assets free and clear of any Liens other than Permitted Liens and the Liens listed on Schedule 3.10(b) (which will be released prior to the Closing) and except for (i) any RP Assets subject to a leasehold interest, as identified on Schedule 3.10(a)(ii) and (ii) such RP Inventory as has been disposed of in the ordinary course of business.

3.11 Absence of Known Undisclosed Liabilities. Except as disclosed on Schedule 3.11, RP has no knowledge of any basis for the assertion against the RP Business of any material liability of the type required to be reflected on a balance sheet prepared in accordance with GAAP in connection with or affecting the RP Assets, and there are no circumstances, conditions, happenings, events, or arrangements, contractual or otherwise, which may give rise to such liabilities, except commercial liabilities and obligations incurred in the ordinary course of business by RP and consistent with past practices.

3.12 Creditors. The transactions contemplated by this Agreement were not entered into by RP with the intent to hinder, delay or defraud any of RP’s creditors.

3.13	Intellectual Property.

(a) RP owns or has (and following the Closing, Pool Tech will own or have) the right to use, pursuant to a license, a sublicense, an agreement, or permission, the RP Intellectual Property. The consummation of the transactions contemplated by this Agreement will not result in the termination, modification or cancellation of the interests of RP or, following the Closing, Pool Tech in the RP Intellectual Property to be transferred to Pool Tech hereunder.

(b) RP has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any intellectual property rights of third parties, and RP has not received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that RP must license or refrain from using any intellectual property rights of any third party). To the knowledge of RP, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any intellectual property rights of RP.

(c) RP has delivered to Acquisition Corp correct and complete copies of all registrations, applications, licenses, agreements, and permissions (as amended to date) relating to the RP Intellectual Property and has made available to Acquisition Corp correct and complete copies of all other written documentation evidencing ownership and prosecution (if applicable) of the RP Intellectual Property. With respect to each item of RP Intellectual Property:

(i) In the case of owned RP Intellectual Property, RP possesses all right, title, and interest in and to the item, free and clear of any Lien (other than Liens listed on Schedule 3.10(b), which will be released prior to Closing), encumbrance, privilege, or other security interest in favor of a third person; and in the case of licensed RP Intellectual Property, RP possesses the rights set forth in the applicable license agreements;

(ii) the item is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge;

(iii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, enforceability, use, or ownership of the item; and

(iv) RP has never agreed to indemnify any person other than Pool Tech and/or Acquisition Corp for or against any interference, infringement, misappropriation, or other conflict with respect to the item.

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3.14 Litigation and Claims. Except as set forth in Schedule 3.14, there is no action, suit, investigation or proceeding at law or in equity, any arbitration or any administrative or other proceeding relating to the RP Business or the RP Assets or to RP’s ability or right to sell the RP Assets, by or before any court, governmental instrumentality or agency, pending or, to the knowledge of RP, threatened or contemplated in writing against or affecting RP, or any of its properties or rights, that is likely to have a Material Adverse Effect. RP is not currently subject to any judgment, order or decree entered in any lawsuit or proceeding.

3.15	Compliance with Laws.

(a) RP is in compliance in all material respects with, and is not in default or violation in any material respect under, and has not conducted its operations in violation in any material respect of, any law, rule, regulation, decree or order applicable to the RP Business or the RP Assets.

(b) Except as set forth in Schedules 3.15 , at no time during the last three years has RP been notified in writing that it was the subject of any federal, provincial or foreign criminal investigation, or been notified in writing by any Governmental Entity of any violation of any law, regulation, ordinance, rule or order, except for failures to so comply that would not have a Material Adverse Effect on the RP Business.

3.16 Licenses and Permits. RP possesses such material federal, provincial, and local licenses, permits and other authorizations necessary for the continued conduct of the RP Business in the ordinary course, consistent with past practices, without material interruption (collectively “RP Permits”), including, without limitation, those listed on Schedule 3.16 other than such RP Permits the absence of which, individually, or in the aggregate, has not had and could not reasonab