AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS

Asset Purchase Agreement

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This Asset Purchase Agreement involves

COMMERCIAL METALS CO | Bouras Industries, Inc., | Nicholas J. Bouras, Inc., | United Steel Deck, Inc., | ABA Trucking Corporation, | The New Columbia Joist Company, | Nicholas J. Bouras, | The Nicholas J. and Anna K. Bouras Foundation, Inc.

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Title: AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS
Governing Law: Delaware Date: 3/6/2007
Industry: Metal Mining Law Firm: Commercial Metals Company; Haynes and Boone, LLP; Riker Danzig Scherer Hyland & Perretti, LLP

AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS, Parties: commercial metals co , bouras industries inc. , nicholas j. bouras inc. , united steel deck inc. , aba trucking corporation , the new columbia joist company , nicholas j. bouras , the nicholas j. and anna k. bouras foundation inc.

Exhibit 10.1

Execution Copy

AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS

Among

Commercial Metals Company,

Bouras Industries, Inc.,

Nicholas J. Bouras, Inc.,

United Steel Deck, Inc.,

ABA Trucking Corporation,

The New Columbia Joist Company,

Nicholas J. Bouras,

And

The Nicholas J. and Anna K. Bouras Foundation, Inc.

Dated as of March 2, 2007

Table of Contents


			Page
I. SALE, DELIVERY, CONDITION AND PRICE OF CERTAIN ASSETS				1
	1.01	Included Tangible Assets		2
	1.02	Included Intangible Assets		2
	1.03	Included Real Property		3
	1.04	Permits		3
	1.05	Excluded Assets		3
	1.06	Purchase Price		4
	1.07	Inventory Value		4
	1.08	Closing		8
II. ASSUMPTION OF LIABILITIES				8
	2.01	Assumed Liabilities		8
	2.02	Unfinished Customer Contracts		8
	2.03	Additional or Amended Unfinished Customer Contracts		11
III. ACCOUNTS RECEIVABLE				11
	3.01	Collection of Receivables by Purchaser on Behalf of Sellers		11
	3.02	Collection of Receivables by Each Party		12
	3.03	Rights Reserved by the Sellers		12
IV. NON COMPETITION AGREEMENTS				12
	4.01	Non Competition Agreement		12
	4.02	Exceptions		13
	4.03	Remedies		13
V. EMPLOYEE BENEFITS				13
	5.01	Payment of Employee Benefits		13
	5.02	401(k) Plans		14
	5.03	Health Care Continuation Coverage and Health Insurance Portability and Accountability Act		15
	5.04	Pension Plans		15
	5.05	Purchaser Benefit Plans		16
VI. REAL ESTATE TITLE APPROVAL AND CONVEYANCE				16
	6.01	Escrow; Escrow Instructions		16
	6.02	Survey		17
	6.03	Title Binders		17
	6.04	Conveyance by Special Warranty Deed		18
VII. REPRESENTATIONS AND WARRANTIES OF SELLERS, BOURAS AND THE FOUNDATION				18
	7.01	Organization of the Sellers		19
	7.02	Authorization		19
	7.03	No Violation		20
	7.04	Ownership		21
	7.05	Consents and Approvals		22


			Page
	7.06	Financial Statements; Schedule of Contracts		22
	7.07	Absence of Undisclosed Liabilities		23
	7.08	Absence of Certain Changes		23
	7.09	Litigation		24
	7.10	Liens and Encumbrances		24
	7.11	Location and Sufficiency of Assets		25
	7.12	Condemnations		26
	7.13	Agreements; Bids		26
	7.14	Taxes		28
	7.15	Compliance with Applicable Law		29
	7.16	Brokers’ Fees and Commissions		29
	7.17	Proprietary Rights		29
	7.18	Insurance		30
	7.19	Environmental Matters		30
	7.20	Customers, Suppliers and Employees		34
	7.21	Information		34
	7.22	Certain Business Practices and Regulations; Potential Conflicts of Interest		34
	7.23	Employee Benefit Plans		35
	7.24	Labor Relations		39
	7.25	Books and Records		41
	7.26	Government Contracts		41
	7.27	Claims		41
	7.28	Solvency		41
	7.29	Inventory		41
	7.30	Owner Operator Leases and Deposits		41
	7.31	Internal Controls		42
VIII. REPRESENTATIONS AND WARRANTIES OF PURCHASER				42
	8.01	Organization of Purchaser		42
	8.02	Authorization		43
	8.03	No Violation		43
	8.04	Consents and Approvals		43
	8.05	Brokers’ Fees and Commissions		43
	8.06	Certain Proceedings		43
	8.07	Solvency		43
IX. CONDUCT AND TRANSACTIONS PRIOR TO AND AFTER CLOSING				44
	9.01	Access to Records and Properties		44
	9.02	Confidentiality		44
	9.03	Operation of the Sellers		44
	9.04	Consents		46
	9.05	No Public Announcements		46
	9.06	Forbearance		46
	9.07	Reasonable Efforts to Satisfy Conditions		46
	9.08	Insurance		47
	9.09	Payment of Liabilities; Sales Taxes		47

iii


			Page
	9.10	Vacate Facilities		48
	9.11	Allocation of Ad Valorem Taxes		48
	9.12	Maintenance of Transferred Records		48
	9.13	Remove Excluded Assets		48
	9.14	Notification		48
	9.15	Change of Sellers’ Names		49
	9.16	Remediation Agreement		49
	9.17	Appropriate Action; Consents; Filings		60
	9.18	Certain Notices		62
	9.19	Performance Bonds		62
	9.20	Access to Transferred Records and Employees		62
	9.21	Time Bank Liability		62
	9.22	Purchaser’s Compliance with WARN Act		63
	9.23	Employment Agreements		63
X. INDEMNIFICATION				63
	10.01	Indemnity		63
	10.02	Notice, Participation and Duration		65
	10.03	Escrow		65
	10.04	Limitation of Indemnification		69
	10.05	Insurance Proceeds		69
	10.06	Exclusive Remedy		69
XI. CONDITIONS PRECEDENT TO CLOSING BY PURCHASER				69
	11.01	Compliance With Agreement		69
	11.02	Accuracy of Representations and Warranties of Bouras, the Foundation and Sellers		70
	11.03	Certification		70
	11.04	Ancillary Agreements		70
	11.05	Good Standing of Sellers		70
	11.06	Resolutions		70
	11.07	Absence of Litigation		70
	11.08	Consents. The		71
	11.09	Shareholder Approval		71
	11.10	Unfinished Customer Contracts		71
	11.11	[Intentionally Omitted]		71
	11.12	No Material Adverse Change		71
	11.13	Agreement on Inventory Value		71
	11.14	Opinion of Counsel for Sellers		71
	11.15	Permit Transfers		71
	11.16	ISRA Compliance		71
	11.17	HSR Act		72
	11.18	Summit Lease		72
XII. CONDITIONS PRECEDENT TO CLOSING BY SELLERS, BOURAS AND THE FOUNDATION				72
	12.01	Compliance With Agreement		72


			Page
	12.02	Accuracy of Representations and Warranties of Purchaser		73
	12.03	Certification		73
	12.04	Agreement on Inventory Value		73
	12.05	Opinions of Counsel for Purchaser		73
XIII. CLOSING DELIVERIES				73
	13.01	Sellers’ Deliveries		73
	13.02	Purchaser’s Deliveries		75
XIV. TERMINATION OF AGREEMENT				75
	14.01	Termination		75
	14.02	Continuing Obligations		76
XV. MISCELLANEOUS				76
	15.01	Assignment		76
	15.02	Survival; Effect of Investigation; Waiver of Conditions and Performance		76
	15.03	Attorneys’ Fees		77
	15.04	IRS Documentation		77
	15.05	Expenses		77
	15.06	Amendment and Waiver		77
	15.07	Notices		77
	15.08	Choice of Law; Jurisdiction		79
	15.09	Section and Other Headings		79
	15.10	Counterpart Execution		79
	15.11	Gender		79
	15.12	Parties in Interest		79
	15.13	Integrated Agreement		79
	15.14	Severability		80
	15.15	Time of Essence		80
	15.16	Further Assurances		80
	15.17	Post Closing Cooperation		80
	15.18	Consequential Damages		83

INDEX OF DEFINED TERMS


	Page
2006 Balance Sheet		22
2006 Financial Statements		22
401(k) Plans		14
Acquired Assets		1
Affiliate		12
ALTA Policy		17
Ancillary Agreement		19
Annual Financial Statements		22
Assignment and Assumption Agreement		8
Assumed Contracts		8
Assumed Liabilities		8
Benefits		13
Bill of Sale		19
Binders		17
Business		1
CERCLA		31
Claim		64
Closing		8
Closing Date		8
COBRA		15
Code		14
Company		1
Company Real Estate		3
Copyrights		29
Damages		62
Deeds		18
Employee Benefit Plan		35
Environmental Claim		30
Environmental Costs and Liabilities		30
Environmental Law		30
Environmental Permit		31
Environmental Requirement		31
ERISA		35
ERISA Affiliate		35
Escrow Period		65
Escrow Agreement		65
Escrow Instructions		16
Excluded Assets		3
Facilities		1
Financial Statements		22
Finished Goods Inventory		7


	Page
GAAP		22
General Escrow Amount		64
Governmental Authority		21
Hazardous Material		31
HSR Act		59
Indemnitee		64
Indemnitor		64
Intangible Assets		2
Intellectual Property		29
Inventory		5
Inventory Value		5
Liens		24
Litigation		24
M&A Qualified Beneficiaries		15
Marks		29
Order		21
Patents		29
Permits		3
Permitted Exceptions		24
Purchase Price		4
Purchaser		1
Purchaser Indemnitees		62
RCRA		31
Release		32
Remedial Action		32
Retained Liabilities		8
Seller Indemnitees		63
Seller Receivables		3
Sellers		1
Survey		17
Tangible Assets		2
Tax		28
Tax Obligations		28
Tax Regulations		15
Tax Return		28
Technology Contracts		2
Title Company		16
Transferred Employees		14
Transferred Records		48
WARN Act		40

vii

List of Exhibits and Schedules Attached to Agreement


Exhibits:

Exhibit A -		Assignment and Assumption Agreement
Exhibit B -		Turnover and Retirement Assumptions
Exhibit C -		Surveyor’s Certificate
Exhibit D -		Bill of Sale
Exhibit E -		RIW Map
Exhibit F -		Access Agreement
Exhibit G -		Map of Pennsylvania Real Estate
Exhibit H -		Escrow Agreement
Exhibit I -		Environmental Escrow Agreement
Exhibit J -		Sellers’ Counsel’s Opinion
Exhibit K -		Lease Amendment

Schedules:

Schedule 1.00		Facilities
Schedule 1.01		Included Tangible Assets
Schedule 1.02		Included Intangible Assets
Schedule 1.03		Company Real Estate
Schedule 1.04(a)		Non-Transferable Permits
Schedule 1.04(b)		Permits
Schedule 1.05		Excluded Assets
Schedule 1.06		Allocation of Purchase Price
Schedule 1.07(a)		Inventory Valuation Method
Schedule 1.07(a)(i)		Raw Material Inventory
Schedule 1.07(a)(ii)		Work-in-Process Inventory
Schedule 1.07(a)(iii)		Finished Goods Inventory
Schedule 2.01		Assumed Liabilities
Schedule 5.01		Accrued Vacation Liability and “Time Bank” Liability
Schedule 6.04		Exceptions to Title
Schedule 7.01		Subsidiaries
Schedule 7.03		Violations, Breach or Default of Obligations, Agreements, Permits, Etc.
Schedule 7.05		Required Consents and Approvals
Schedule 7.06(a)		Financial Statements; Exceptions
Schedule 7.06(b)		Unfinished Customer Contracts
Schedule 7.06(c)		Net Loss on Unfinished Customer Contracts
Schedule 7.08		Absence of Certain Changes
Schedule 7.09		Litigation
Schedule 7.10		Liens and Encumbrances
Schedule 7.11		Location and Sufficiency of Assets
Schedule 7.13		Agreements; Bonds

viii


Schedule 7.14		Taxes
Schedule 7.17		Proprietary Rights
Schedule 7.18		Insurance Policies
Schedule 7.19(b)		Environmental Matters
Schedule 7.19(c)		Underground and Above Ground Storage Tanks
Schedule 7.20(a)		Relationships with Customers and Suppliers
Schedule 7.20(b)		Employees
Schedule 7.20(c)		Top Customers and Suppliers
Schedule 7.22		Conflicts of Interest
Schedule 7.23(a)		Employee Benefit Plans
Schedule 7.23(h)		COBRA Participation
Schedule 7.23(k)		Employment/Severance Agreements with Officers, Directors or Employees
Schedule 7.23(l)		Multi-Employer Plans
Schedule 7.24(a)		Labor Relations
Schedule 7.24(b)		Compliance with Employment Laws
Schedule 7.24(c)		Collective Bargaining Agreements
Schedule 7.24(d)		Employees
Schedule 7.29(a)		Inventory
Schedule 7.29(c)		Revenue Recognition from Sales of Inventory
Schedule 7.30		Owner-Operator Leases and Deposits
Schedule 9.05		Public Announcement
Schedule 11.08		Consents

AGREEMENT FOR PURCHASE AND SALE OF ASSETS

THIS AGREEMENT (this “ Agreement ”) is entered into as of this 2nd day of March, 2007, by and among Commercial Metals Company, a Delaware corporation (“ Purchaser ”), Bouras Industries, Inc., a New Jersey corporation (“ Company ”), Nicholas J. Bouras, Inc., a New Jersey corporation and wholly-owned subsidiary of the Company (“ NJBI ”), United Steel Deck, Inc., a New Jersey corporation and wholly-owned subsidiary of the Company (“ USD ”), ABA Trucking Corporation, a New Jersey corporation and wholly-owned subsidiary of the Company (“ ABA ”), and The New Columbia Joist Company, a Delaware corporation and wholly-owned subsidiary of the Company (“ NCJC ”), Nicholas J. Bouras, a stockholder of the Company (“ Bouras ”), and The Nicholas J. and Anna K. Bouras Foundation, Inc. a stockholder of the Company (“ Foundation ”). NJBI, USD, ABA and NCJC are sometimes referred to herein collectively as “ Subsidiaries ” and individually as “ Subsidiary .” The Company and the Subsidiaries are sometimes referred to herein collectively as “ Sellers ” and individually as “ Seller .”

RECITALS :

The Company and the Subsidiaries are in the business of manufacturing and selling steel deck, joist and related products, together with services related to such activities including estimating, engineering, detailing, and trucking from their owned and leased facilities located on the tracts more completely described in Schedule 1.00 (the “ Facilities ”). The business conducted by the Company and Subsidiaries is referred to as the “ Business .”

Purchaser desires to purchase, accept and assume from Sellers, and Sellers desire to sell, transfer and assign to Purchaser, upon the terms and conditions set forth in this Agreement, certain of Sellers’ tangible and intangible assets used in the Business and certain of Sellers’ liabilities, excluding only certain designated assets and properties that are specifically described herein and including only certain designated liabilities that are specifically described herein.

Each of the parties hereto acknowledges that adequate consideration is provided hereunder with respect to its entering into this Agreement and performing its obligations hereunder, and that it will be benefited by the transactions contemplated herein. The parties acknowledge that Purchaser would not have entered into this Agreement without participation, on the terms set forth herein, of Bouras and the Foundation.

I. SALE, DELIVERY, CONDITION AND PRICE OF CERTAIN ASSETS

Subject to the terms and conditions of this Agreement, Sellers shall sell, convey, transfer and assign to Purchaser all of Sellers’ right, title and interest in, to and under the assets described below in Sections 1.01 through 1.04 and in the manner provided below (collectively, the “ Acquired Assets ”) free and clear of all Liens (as hereinafter defined) other than the Permitted Exceptions (as hereinafter defined):

1.01 Included Tangible Assets . It being the intent of the parties that Purchaser shall acquire all of the Sellers’ right, title and interest in, to and under all tangible personal property of the Company and the Subsidiaries related to the Business, except for the Excluded Assets (as hereinafter defined), Sellers agree to sell, convey and transfer to Purchaser, and Purchaser agrees to purchase and accept, as part of the Acquired Assets, all of the Sellers’ right, title and interest in, to and under all Inventory (as defined in Section 1.07(a) ), machinery, equipment, automobiles, trucks, trailers, forklifts, other rolling stock, spare parts, tools, supplies, furniture, fixtures, and computers (including, without limitation, the major items listed on Schedule 1.01) , wherever such items may be physically located, as well as all other tangible personal property that, as of the date of this Agreement, is owned by any Seller and related to the Business including, without limitation, all tangible personal property owned by the Sellers, located at the Facilities. All items acquired by Purchaser under this Section 1.01 are hereinafter referred to collectively as the “ Tangible Assets .” Any unexpired maintenance contracts, manufacturer’s warranties, guarantees, indemnities or similar obligations in favor of Sellers covering any of the Tangible Assets shall be assigned, without cost to Sellers, to Purchaser to the extent such assignment is not prohibited by the terms thereof or by applicable Law.

1.02 Included Intangible Assets . Subject to the terms and conditions of this Agreement, Sellers agree to sell and convey to Purchaser, and Purchaser agrees to purchase, as part of the Acquired Assets, all of Sellers’ right, title and interest in, to and under (i) all software used on any of the Company’s and Subsidiaries’ computers (to the extent assignment of such software is not prohibited by the terms thereof or by applicable Law), (ii) all plans, drawings and blueprints relating to Company Real Estate or the Facilities, (iii) all service records, environmental records, warranties and other information relating to any Tangible Assets, the Company Real Estate (as defined in Section 1.03 ) or the Facilities (except to the extent such sale and/or conveyance is prohibited by the terms thereof or by applicable Law), (iv) all intangible assets (excluding any contracts other than the Assumed Contracts) necessary or useful for operating the Business and/or the Facilities as they are currently operated by the Sellers (including, without limitation, all intangible assets listed on Schedule 1.02 hereto), and (v) all Business Intellectual Property (as defined in Section 7.17 )(collectively, the “ Intangible Assets ”). The Intangible Assets also include all of Sellers’ right, title and interest in, to and under: (i) all of its intangible assets related to the sales, administrative, estimating, engineering, scheduling, detailing, accounting, purchasing, payroll, and credit functions of the Company and NJBI; and (ii) the names “The New Columbia Joist Company”, “United Steel Deck, Inc.” and “ABA Trucking” and all fictitious business names and trade names of the Company and the Subsidiaries that do not contain “Bouras”, and all of the Sellers’ right, title and interest in, to and under all contracts (other than contracts that are not Assumed Contracts) to which any Seller is a party or by which any Seller or its assets are bound relating to the Intangible Assets, including without limitation contracts (other than contracts that are not Assumed Contracts) by which third parties license their intellectual property to any Seller including all software specifically developed for the Company or its Subsidiaries (to the extent assignment of such software is not prohibited by the terms thereof or by applicable Law) (collectively, “ Technology Contracts ”).

1.03 Included Real Property . Subject to the terms and conditions of this Agreement, Sellers agree to sell and convey to Purchaser, and Purchaser agrees to purchase from the Sellers, all of the Sellers’ right, title and interest in, to and under all real property owned by the Sellers related to the Business (including all improvements, fixtures, and crane ways thereon), and located on the tracts more completely described in Schedule 1.03 the “ Company Real Estate ”.

1.04 Permits .

(a) Subject to the terms and conditions of this Agreement and except as otherwise prohibited by applicable Law or as otherwise set forth on Schedule 1.04(a) , Sellers agree to sell, transfer, assign and/or convey to Purchaser (in each case, to the extent transferable to Purchaser), and Purchaser agrees to acquire, all of the Sellers’ right, title and interest in, to and under all permits, authorizations, certificates, approvals, contractor’s licenses, registrations, variances, exemptions, rights-of-way, franchises, privileges, immunities, grants, ordinances, licenses and other rights of every kind and character (collectively, “ Permits ”), held by Sellers and relating to the Business or all or any of the Acquired Assets.

(b) Schedule 1.04(b) sets forth a list of all of the Permits held by Sellers that are material to the Business.

1.05 Excluded Assets . Anything to the contrary in this Agreement notwithstanding, the following assets and properties of the Sellers are excluded from this Agreement and the purchase and sale contemplated hereby (collectively, the “ Excluded Assets ”):

(a) All cash on hand;

(b) Cash in banks or depository accounts;

(d) All accounts receivable for work completed and invoiced prior to Closing (“ Seller Receivables ”);

(e) Securities, negotiable instruments, and notes receivable;

(f) Prepaid expenses and Taxes (including income and property Taxes) and all Tax refunds due from any Government Authority;

(g) All deposits and other prepaid amounts made by Sellers under all leases included in the Assumed Contracts;

(h) All Performance Bonds (as defined in Section 7.13 );

(i) Corporate minute books, stock transfer records and corporate seal;

(j) All contracts, agreements and arrangements (other than Assumed Contracts), including without limitation all insurance contracts (including without limitation all life insurance and environmental insurance contracts), and all rights and privileges thereunder)

(k) All claims and litigation rights under all contracts, agreements and arrangements, except under the Assumed Contracts;

(l) Provided that they were previously classified properly under GAAP, goods and inventory that have been invoiced to customers, whether in transit or at the Facilities (for purposes of goods and inventory invoiced to customers at the Facilities, the parties agree that Purchaser will ship such goods and inventory after the Closing and Sellers will reimburse Purchaser for its reasonable out of pocket costs and overhead);

(m) The capital stock of Prior Coated Metals, Inc. (“ PCM ”);

(n) Those items which are specifically listed on Schedule 1.05 and which, except for being so listed, would constitute part of the Acquired Assets; and

(o) Inventory not purchased under Section 1.07 .

1.06 Purchase Price . The aggregate purchase price for the Acquired Assets shall be equal to the sum of (i) $62,950,000, plus (ii) the Inventory Value, minus (iii) the accrued or earned vacation liability of the Sellers not paid by the Sellers as of the Closing Date, subject to the adjustment described in Section 2.02(b) (together, the “ Purchase Price ” ). The Purchase Price shall be allocated among, and payable to, Sellers according to the calculation set forth on Schedule 1.06 . Purchaser shall pay the Purchase Price to the Sellers in cash at the Closing as provided in Section 13.02 hereof, except that, as provided in Section 10.03 hereof, (i) $6,500,000 of the Purchase Price shall be paid to the Escrow Agent (as defined in Section 10.03 ) as the General Escrow Amount (as defined in Section 10.03 ) and (ii) $4,500,000 shall be paid to the Escrow Agent as the Environmental Escrow Amount (as defined in Section 10.03 ). Each of the Sellers acknowledges that an appropriate and reasonable valuation and allocation of the Purchase Price and the Non-Compete Payment (as defined in Section 4.01 ) among the Acquired Assets and the covenants in Article IV is set forth on Schedule 1.06 . Purchaser and Sellers agree that they will not take any position or action inconsistent with the allocation of Schedule 1.06 in the filing of any Tax Returns.

1.07 Inventory Value.

(a) Inspection, Valuation and Purchase of Inventory . Sellers agree to sell and Purchaser agrees to buy all raw material inventory, work-in-process inventory and finished goods inventory of the Sellers as of the Closing (including, without limitation,

coil stock, paint with a remaining shelf life of six months or greater, structural shapes, plate, stock inventory of finished deck and joists, and accessories and/or related products associated with the Business), except for any such inventory that is obsolete or not usable or salable in the ordinary course of business (collectively, the “ Inventory ”). Sellers agree and covenant that after the close of business on the Friday prior to the Closing Date and until Closing, no inventory shall be added to or removed from the Facilities. Commencing immediately after the close of business on the Friday prior to Closing (Thursday prior to Closing for warehouses and ports) and continuing for so long as may be necessary, but no longer than two (2) days at the Sellers’ production facilities and three (3) days at the Sellers’ warehouses and ports, a representative of Sellers and a representative of Purchaser shall conduct a joint inspection and appraisal of the Inventory (the “ Joint Appraisal ”). Sellers shall make available such personnel and equipment as may be necessary to move, count and/or determine the estimated weight of the Inventory in order to assure Sellers and Purchaser that an accurate and, subject to Section 1.07(c) hereof, complete physical inventory has been taken in order to properly value the Inventory. Following the Joint Appraisal (and except as set forth in Section 1.07(c) below), Sellers and Purchaser shall endeavor to agree upon a mutually acceptable value for the Inventory (the value for the Inventory determined pursuant to this Section 1.07 is referred to herein as the “ Inventory Value ”), which shall be calculated in accordance with the following:

(i) Valuation of Raw Material Inventory . The raw material inventory of Sellers included in the Inventory (collectively, the “ Raw Material Inventory ”) shall be valued, on an aggregated basis according to Categories (as more fully described below), at the lower of cost or market value. In determining the lower of the two, cost and market value shall each be determined on an aggregated basis according to Categories (as defined below). With respect to each such Category, the value used in calculating the total value of the Raw Material Inventory shall be the lower of (x) the aggregate cost of all items included in such Category or (y) the aggregate market value of all items included in such Category. The total value of the Raw Material Inventory used in determining the Inventory Value shall be equal to the sum of all such Category values as determined in accordance with the immediately preceding sentence. As more fully set forth on Schedule 1.07(a)(i) , each category of Raw Material Inventory (each, a “ Category ”) shall be defined according to similarity of materials, size (or, in the case of coils, width), gage, grade, finish, and form for preprocessing (such as perforations or coatings). Excluded Assets will include any merchant steel that is damaged or less than ten (10) feet in length. Excluded Assets will also include, for cold rolled and galvanized sheet steel in coils, a coil that is (i) rusted and not useable or saleable in the ordinary course of business or (ii) usable only in discontinued product lines. “ Non-Prime Coils ” (as defined on Schedule 1.07(a)(i)) will be devalued according to such Schedule 1.07(a)(i) .

(A) Market Value. For purposes of this Agreement, the market value of each Category comprised of cold rolled and galvanized sheet steel in coils (“ Coil Products ”) and each Category comprised of merchant steel (“ Merchant Steel ”) shall be equal to the sum of: (1) the product of (a) the average of the per ton prices paid by the Sellers (such average to be appropriately weighted to account for the total tons purchased in the domestic market compared to the total tons purchased in the foreign market), as set forth on the related purchase orders (including foreign and domestic purchases), for all raw material inventory within the parameters of such Category purchased by the Sellers during the ninety (90) day period ending on the last business day prior to the Closing Date (the “ Valuation Period ”), multiplied by (b) the total tons of Raw Material Inventory included in such Category; plus (2) any additions thereto provided for in Section 1.07(a)(i)(C) below. If the Sellers have not made any purchases of raw material within the parameters of any Category during the Valuation Period, the per ton price used to calculate the market value of such Category of Raw Material Inventory shall be equal to: (1) in the case of Coil Products, the average U.S. Steel list price (per ton) less average discounts received by Sellers on Coil Products during the Valuation Period applicable to Raw Material Inventory included in such Category (and all additions provided for in Section 1.07(a)(i)(C) below shall be added to the market value as so calculated); or (2) in the case of Merchant Steel, the average list price (per ton) of Purchaser less average discounts during the Valuation Period applicable to the Raw Material Inventory included in such Category (and all additions provided for in Section 1.07(a)(i)(C) below shall be added to the market value as so calculated).

(B) Cost. For purposes of this Agreement, the cost for each Category of Raw Material Inventory shall be equal to the aggregate actual cost to Sellers for all Raw Material Inventory included in such Category, plus (to the extent not already included in such price) any additions thereto provided for in Section 1.07(a)(i)(C) below.

(C) Additions to Cost and Market Value . In addition to the foregoing, the following shall be added to both the cost and market value of each Category of Raw Material Inventory (as determined pursuant to subsections (A) and (B) of this Section 1.07(a)(i) ): (1) the aggregate actual cost to the Sellers of all processing and other value-added services (including, without limitation, perforation, painting, and coating) performed with respect to the Raw Material Inventory in such Category; and (2) the total of all actual freight costs incurred by the Sellers with respect to the Raw Material Inventory in such Category.

(ii) Valuation of Work-in-Process Inventory . Each item of the Sellers’ work-in-process inventory included in the Inventory and listed on Schedule

1.07(a)(ii) , which schedule shall be updated as of the Closing (collectively, the “ WIP Inventory ”), shall be valued at, and purchased by the Purchaser for, the cost of the raw materials incorporated in such item of WIP Inventory (which shall be determined in accordance with the provisions of subsections (i)(B) and (i)(C) of this Section 1.07(a) ).

(iii) Valuation of Finished Goods Inventory . All of the Sellers’ finished goods inventory included in the Inventory and listed on Schedule 1.07(a)(iii) , which shall be updated as of the Closing (collectively, the “ Finished Goods Inventory ”), shall be valued at, and purchased by the Purchaser for, the sum of: (A) the cost of the raw materials incorporated in such Finished Goods Inventory (which shall be determined in accordance with the provisions of subsections (i)(B) and (i)(C) of this Section 1.07(a) ); plus (B) the Sellers’ labor costs associated with the Finished Goods Inventory, which shall be equal to the product of (1) the Sellers’ average total labor costs per ton for each applicable type of work (short span, long span/girders, decking, accessories, etc.) in the three (3) months immediately prior to the month in which the Closing occurs multiplied by (2) the total tons of Finished Goods Inventory with respect to which such work was performed; plus (C) the Sellers’ average overhead costs associated with the Finished Goods Inventory, which shall be equal to the sum of (1) the total tons of Finished Goods Inventory multiplied by the Sellers’ total average plant overhead costs per ton for all finished goods produced by the Sellers in the three (3) months immediately prior to the month in which the Closing occurs, plus (2) $40.00 per ton of Finished Goods Inventory. The maximum price paid for finished goods on any Contract will be the contract selling price minus the sum of (1) the cost of freight to the job site plus (2) $50.00 per ton.

(b) Resolution of Inventory Valuation Disputes . In the event Sellers and Purchaser are unable to agree upon a mutually acceptable price for all or any part of the Inventory (except as set forth in Section 1.07(c) below) prior to Closing, either such party may notify the other of that party’s desire to submit the valuation of the Inventory items in dispute to the President of the Steel Joist Institute or President of the Steel Deck Institute, as appropriate, or such other person as may be mutually agreed upon by Sellers and Purchaser (the “ Arbitrator ”). The Arbitrator shall, within forty-eight (48) hours after designation, together with a representative of each party, inspect the Inventory items in dispute. Prior to the Arbitrator’s inspection, representatives of Sellers and Purchaser shall inform the Arbitrator and each other in writing of the quantity and value placed on the disputed Inventory items by that party. Within twenty-four (24) hours of the inspection, the Arbitrator shall determine the valuation of the Inventory items and advise the parties in writing of its determination. The valuation determined by the Arbitrator shall be that proposed by Sellers or that proposed by Purchaser, whichever (in the Arbitrator’s opinion in its sole discretion) most closely approximates the Arbitrator’s valuation (which shall be determined in accordance with the provisions of this Agreement). The valuation of the party selected by the Arbitrator shall be the value for such disputed items used in

calculating the Inventory Value. All travel, out-of-pocket expenses and charges of the Arbitrator shall be shared equally by Sellers and Purchaser and paid at Closing. Notwithstanding any other provisions of this Agreement to the contrary, the Closing shall be postponed until the receipt of the Arbitrator’s decision.

(c) Impracticability of Determining the Value of Certain Inventory. In conducting the Joint Appraisal, each of the Sellers and the Purchaser recognize and agree that there are certain items of imported inventory, commonly referred to as “cans”, with respect to which inspection and valuation will be highly impracticable. Therefore, (i) each of the Sellers and the Purchaser agree that all such cans shall be included in the Inventory and (ii) the Sellers represent and warrant that none of such cans, nor any of the items contained in such cans, are obsolete or not usable or salable in the ordinary course of the Business as currently conducted by the Sellers.

1.08 Closing . The Closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Haynes and Boone, LLP, at its address at 901 Main Street, Suite 3100, Dallas, Texas 75202 at 10:00 a.m. local time on the later of (i) March 26, 2007, or (ii) the third Monday following the last Saturday of the first calendar month after all conditions to the Closing have been satisfied or waived, or at such other time or place or on such other date as the parties hereto shall agree. The date on which the Closing occurs is herein referred to as the “ Closing Date .”

II. ASSUMPTION OF LIABILITIES

2.01 Assumed Liabilities . At the Closing, pursuant to an Assignment and Assumption Agreement (the “ Assignment and Assumption Agreement ”), the form of which is attached hereto as Exhibit A , the Sellers will assign, and Purchaser will assume, accept, and agree to pay, perform, or otherwise discharge, in accordance with the respective terms and subject to the respective conditions thereof, only the following duties, liabilities, and obligations (collectively, the “ Assumed Liabilities ”): (a) the obligations of the Sellers to perform their duties under the Unfinished Customer Contracts (as defined in Section 2.02(a) below); (b) all real property leases (including without limitation, the lease (the “ Summit Lease ”) for the property located at 25 De Forest Avenue, Summit, New Jersey, as amended by the Lease Amendment); (c) the other contracts, agreements and arrangements specifically listed on Schedule 2.01 to this Agreement (the Assumed Liabilities set forth in clauses (a), (b), and (c) are collectively referred to herein as the “ Assumed Contracts ”); and (d) the accrued or earned vacation liability and “time bank liability” (as defined in Section 5.01 ) deducted from the Purchase Price pursuant to Section 5.02 . Purchaser does not assume or agree to pay, perform or discharge, and shall not be responsible for, any claims, liabilities or obligations of any Seller which are not Assumed Liabilities, whether accrued, absolute, contingent or otherwise, and whether known to Purchaser or any Seller (the “ Retained Liabilities ”). Sellers agree that on and after the Closing they will pay or otherwise provide for the payment and discharge of the Retained Liabilities.

2.02 Unfinished Customer Contracts.

(a) At the Closing, pursuant to the Assignment and Assumption Agreement, the Sellers shall assign, and Purchaser will assume, accept, and agree to pay, perform, or otherwise discharge, in accordance with the respective terms and subject to the respective conditions thereof, all of the Sellers’ contracts to provide goods or services to customers which have not been completed as of the Closing Date (the “ Unfinished Customer Contracts ”).

(b) The Purchaser shall receive a credit against payment of the Purchase Price equal to the amount, if any, by which, as of the Closing Date, the amount invoiced by the Sellers to customers under the Unfinished Customer Contracts exceeds the value (determined, in each case, pursuant to the terms of the applicable Unfinished Customer Contract) of services performed and units delivered by the Sellers under such Unfinished Customer Contracts. The sum of all over billings or advance billings by Sellers at Closing shall be a credit to the Purchase Price at Closing. Schedule 7.06(b) shall be updated on the Friday prior to Closing and shall serve as the basis for determining the over or advance billing amount.

(c) Purchaser shall have the right to review all Unfinished Customer Contracts immediately after execution of this Agreement. After execution of this Agreement, Sellers agree to allow Purchaser to have reasonable access, during normal business hours to Sellers’ offices to facilitate the completion of the transactions contemplated hereby, including, but not limited to, work force integration, review of internal controls, and review of the Unfinished Customer Contracts.

(d) Purchaser may be entitled to indemnification pursuant to Section 10.01(a)(vii) hereof, in accordance with the terms and conditions set forth therein, to the extent that Sellers’ aggregate estimates with respect to the units necessary to complete the Unfinished Customer Contracts turn out to have been too low. For purposes of this Agreement, units of joist are measured by the ton and units of deck are measured by squares.

(e) Progress Schedules .

(i) Interim Schedules . Progress schedules shall be provided to the Sellers on a quarterly basis detailing the progress on each Unfinished Customer Contract. Thirty (30) days after the end of each calendar quarter but no sooner than ninety (90) days after the Closing, Schedule 7.06(b) shall be updated to reflect the number of squares of deck or tons of joist shipped during the previous time frame.

(ii) Final Schedule. Within thirty (30) days after Purchaser’s completion of all Unfinished Customer Contracts, Purchaser shall deliver to Sellers

a schedule (the “ Final Contract Schedule ”) setting forth with respect to each Unfinished Customer Contract:

(A) the total number of each type of unit delivered by Purchaser under such contract;

(B) with respect to each type of unit, the difference, positive or negative (the “ Difference ”), between (1) the Sellers’ estimate, to be provided by the Sellers to the Purchaser at the Closing, of the number of such units still required, as of the Closing Date, to complete such Unfinished Customer Contract and (2) the actual number of such units required for Purchaser to complete such contract; and

(C) the aggregate value, positive or negative (the “ Adjustment Value ”), of all Differences with respect to such Unfinished Customer Contract, which shall be calculated using the applicable unit prices set forth in such Unfinished Customer Contract.

Anything to the contrary in this Section 2.02(e)(ii) notwithstanding: (x) any units used by Purchaser in its performance under any Unfinished Customer Contract that were damaged, wasted, lost, used improperly, required replacement or substitution, or were otherwise not necessary for the completion of such Unfinished Customer Contract due to, or in any way related to, any fault of Purchaser or Sellers shall not be included in the calculation set forth in clause (B) of this Section 2.02(e)(ii) ; (y) no amendments, changes, or revisions to any Unfinished Customer Contract after the Closing shall be taken into account in such to the extent that additional units are required as a result of any such amendment, change, or revision; and (z) any units used by Purchaser due to any fault of Sellers other than Sellers’ estimates will be reimbursed to Purchaser at the unit values provided in Schedule 7.06(b) and will not go against the basket provided in Section 10.04 ;

(iii) The Sellers shall have forty-five (45) days after receipt thereof to review the Final Contract Schedule. Purchaser shall promptly respond to any and all requests for additional information made by the Sellers (or any of their respective representatives) in connection with the Final Contract Schedule, or any determinations, computations, or decisions made in preparation thereof, and afford the Sellers (and their representatives) reasonable access to the underlying books and records from which such schedule was prepared. If Sellers shall disagree with any item of (or omission from) the Final Contract Schedule, or any determination, computation, or decisions made in the preparation thereof, the Sellers shall, within sixty (60) days of receipt of the Final Contract Schedule, serve notice of such disputed item or items on Purchaser. The Sellers and the Purchaser shall thereupon endeavor to reach agreement with respect thereto. If such agreement is not reached within sixty (60) days of notice of such

disagreement, such disputed item or items shall be submitted to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“ AAA ”) by one (1) arbitrator agreed upon by both parties to this Agreement. If the parties fail to agree on the arbitrator within thirty (30) days from the date of the demand to arbitrate, the AAA shall make appointment of the arbitrator. The arbitration hearing shall be held in New York City, New York at a location designated by the arbitrator. The substantive laws of the State of Delaware (excluding conflict of laws provisions) shall apply to the arbitration. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrator and the award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by the arbitrator will be binding and may be entered by either party in a court of competent jurisdiction as a final judgment; provided , however , that (a) errors of law shall be judicially reviewable on motion of either party and (b) the arbitrator shall not be entitled to award punitive, exemplary or similar damages. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. The expenses of such arbitration shall be shared equally by Purchaser, on the one hand, and Sellers, on the other. Purchaser and Sellers shall furnish to such arbitrator such records, workpapers, and other documents and information relating to the disputed items as such arbitrator may request.

2.03 Additional or Amended Unfinished Customer Contracts . From the date of execution of this Agreement until Closing or earlier termination of this Agreement, Sellers shall consult with Purchaser prior to (i) entering into any new contract with a customer having a value greater than $100,000, the completion of which would take place after the Closing, or (ii) amending any Unfinished Customer Contract, the completion of which would take place after the Closing, so as to increase the value of products or services to be provided by Sellers after the Closing by an amount greater than $50,000.

III. ACCOUNTS RECEIVABLE

3.01 Collection of Receivables by Purchaser on Behalf of Sellers. The parties agree and acknowledge that the Sellers are retaining their accounts receivable and not selling same to Purchaser in connection with the transactions contemplated by this Agreement. During the period expiring six (6) months after the Closing (the “ Collection Period ”), Purchaser hereby agrees to collect, on behalf of and for the account of the Sellers, the Seller Receivables outstanding as of the Closing. Purchaser hereby agrees to use its commercially reasonable efforts to collect all of the Seller Receivables, and to employ Phyllis Gaiti, who currently works for the Sellers in such capacity (or, if Ms. Gaiti’s employment shall cease during the Collection Period, a person mutually agreed to by Sellers and Purchaser), to assist in the collection of such Seller Receivables. Purchaser shall pay to the Company all collections made by it with respect to the Seller Receivables within five (5) business days of receipt by Purchaser.

3.02 Collection of Receivables by Each Party. Without limiting the foregoing provisions of Section 3.01 , with respect to their respective accounts receivable collection practices from and after the Closing, Purchaser and Sellers agree as follows: (i) if a payment received from a customer indicates that the payment is being made on an account owned by the party that has received it, such party shall retain such payment; and (ii) if a payment received by Purchaser, on the one hand, or by the Sellers, on the other hand, from a customer indicates that the payment is being made on an account not owned by the receiving party, such party shall endorse (if necessary) and remit such payment to the appropriate party within five (5) business days after receipt. If Purchaser receives a payment from a customer who owes the Sellers and Purchaser, and the payment does not designate that it is in payment of either a Seller Receivable or Purchaser’s receivable, then Purchaser will deposit that payment and contact the customer to determine to which receivable the payment applies and apply such payment accordingly.

3.03 Rights Reserved by the Sellers. The Sellers reserve the right to assume control of the collection, and to use any methods, practices and policies they deem commercially reasonable with respect to such collection, of any of the Seller Receivables which are more than 90 days past due (including, without limitation, turning any or all of such Seller Receivables over to one or more collection agencies). Anything to the contrary in this Agreement notwithstanding, each Seller shall have the right to use its name as of the date of this Agreement from and after the Closing to the extent it deems necessary to collect the Seller Receivables, provided that each Seller includes “formerly known as” immediately prior to any use of such name.

IV. NON-COMPETITION AGREEMENTS

4.01 Non-Competition Agreement . Except as otherwise provided in Section 4.02 below, Sellers, Bouras and the Foundation agree and covenant with Purchaser that, for a period of five (5) years after the Closing Date, each of them will not, except pursuant to any written consulting or employment agreement with Purchaser, or as set forth in Section 4.02 , directly or indirectly, through themselves or any of their respective Affiliates (except as set forth in Section 4.02 below), either (i) own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing, or control of, or be employed by or connected in any manner with any business which is or proposes to engage in any business similar to the Business, including without limitation a business for manufacturing and selling steel deck, joist and related products, together with services related to such activities including estimating, engineering, detailing, trucking, and operating from a plant or office within a distance of 400 miles from the current location of the Facilities; or (ii) solicit or in any manner attempt to influence or induce any employee employed, now or in the future, by Purchaser or any Affiliate of Purchaser, to leave such employment. As used in this Agreement, an “ Affiliate ” of a specified person or entity is a person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, exercises a controlling influence over, or is under common control with, the person or entity specified. In consideration for the covenants of the Sellers, Bouras, and the Foundation under this Article IV , Purchaser shall pay $2,000,000 in cash (the “ Non-Compete Payment ”) to the Sellers, Bouras, and the Foundation, as follows: (i)

$1,000,000 to the Sellers; (ii) $500,000 to Bouras; and (iii) $500,000 to the Foundation. The Non-Compete Payment shall be paid hereunder at the Closing in accordance with Section 13.02 hereof.

4.02 Exceptions . Notwithstanding the foregoing restrictions, nothing in this Agreement shall: (i) restrict PCM or Bouras Properties, LLC (“ BP ”) from continuing to conduct their respective businesses as currently conducted; (ii) restrict Sellers, PCM, or BP, or any of their respective Affiliates, from operating any trucking or other transportation, shipping or delivery business related to the business currently conducted by PCM; (iii) restrict or prohibit ownership by any of the Sellers or any of their respective Affiliates of five percent (5%) or less of the issued and outstanding capital stock of any company whose securities are publicly traded; or (iv) restrict the Sellers’ ability to sell any of their assets as of the Closing not purchased by Purchaser hereunder.

4.03 Remedies . The parties agree that in the case of a breach by any of Sellers, Bouras or the Foundation of Section 4.01 , damages would be difficult, if not impossible, to prove, and Purchaser shall be entitled to injunctive relief against Sellers, Bouras and/or the Foundation, as the case may be, which shall not be Purchaser’s exclusive remedy. If any Seller, Bouras or the Foundation is found to have violated Section 4.01 , the parties agree that the duration of the non-competition period set forth above shall be automatically extended by the same period of time that the breaching Seller, Bouras or the Foundation is determined to be in violation of the foregoing agreements. The parties hereby further agree that the restrictions and obligations herein set forth are (i) reasonable and necessary to protect the substantial value of the Acquired Assets Purchaser is acquiring from Sellers and (ii) are reasonable and beneficial to Sellers, Bouras and the Foundation in light of the substantial benefits to be realized by Sellers, Bouras and the Foundation by virtue of the transactions described herein. If any of the foregoing restrictions should be finally determined by any court to be unenforceable in any particular area or jurisdiction or enforceable in such area or jurisdiction only if modified in duration or scope, then the parties agree that this Agreement shall be amended and modified so as to eliminate therefrom the particular area or jurisdiction as to which such restriction is so held to be unenforceable or deemed amended or modified in duration or scope to comply with such court order, and as to all other areas and jurisdictions and terms and provisions hereof shall remain in full force and effect as originally written. Notwithstanding any other provision of this Agreement, the provisions of this Article IV and the rights and remedies to enforce such provisions shall be assignable in favor of any successor or assignee of Purchaser.

V. EMPLOYEE BENEFITS

5.01 Payment of Employee Benefits. The Sellers shall be responsible for the payment of all wages, salaries and other benefits, including but not limited to vacation pay or accrual for vacation pay, or any other benefits (collectively, the “ Benefits ”), owing to its employees for services prior to the Closing Date. Schedule 5.01 shows the accrued vacation liability and “time bank liability” (Personal Time Off Program for hourly employees) of the Company and calculates vacation and “time bank” accrual. Any vacation pay or “time bank liability” accrued

or earned prior to the Closing Date, but not paid by the Sellers as of the Closing Date with respect to Transferred Employees (as defined in Section 5.02(a) ), shall be deducted from the Purchase Price. Except as otherwise provided herein and except for vacation pay and “time bank liability” deducted from the Purchase Price, the Sellers acknowledge and agree that Purchaser shall have no responsibility to the employees of the Sellers for any Benefit or any Employee Benefit Plan (as defined in Section 7.23(a) hereof) accrued or earned prior to the Closing Date, including but not limited to, any retirement, severance, bonus, vacation or any other Benefit earned under any employee benefit program (including but not limited to any Employee Benefit Plan of the Sellers).

5.02 401(k) Plans.

(a) Each of Sellers’ Employee Benefit Plans that is a Qualified Plan (as defined in Section 7.23(d) hereof) with a qualified cash or deferred arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “ Code ”), (the “ 401(k) Plan ”), other than any 401(k) Plan that is provided for pursuant to a collective bargaining agreement entered into by Purchaser (a “ Union 401(k) Plan ”) (any 401(k) Plan that is not a Union 401(k) Plan, being referred to herein as a “ Non-Union 401(k) Plan ”) authorizes, or prior to Closing Sellers will cause its Non-Union 401(k) Plan to be amended to authorize, distributions to Transferred Employees upon a severance from employment, as described in Code Section 401(k)(2)(B)(i). “ Transferred Employees ” shall mean any employee of the Sellers who is employed by Purchaser as of the Closing Date.

(b) Transferred Employees; Credit for Prior Service . Except as provided in Section 5.02(d) below, the Sellers will inform Transferred Employees of their right to request distributions of their account or accounts in the Non-Union 401(k) Plan as permitted under Code Sections 401(k)(2)(B)(i) or 401(k)(10). Purchaser agrees to permit each Transferred Employee to “rollover” the distribution such Transferred Employee receives from the respective Seller’s Non-Union 401(k) Plan into a profit sharing and 401(k) plan sponsored by Purchaser provided that the distribution complies with all applicable requirements of law, regulations and terms of Purchaser’s plan with respect to eligibility and acceptance of “rollover” contributions. Effective as of the Closing Date, with respect to Transferred Employees, Purchaser shall treat prior service as an employee of the Sellers as service with Purchaser for purposes of determining eligibility to participate, vesting, and employer contribution benefits, if any, with respect to the profit sharing and Non-Union 401(k) Plan sponsored by Purchaser or other comparable plan sponsored by Purchaser covering the Transferred Employees, provided , however , that in no event shall Transferred Employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service.

(c) Non-Union 401(k) Plan Transfer . Prior to or on the Closing Date, Sellers will transfer the sponsorship of its Non-Union 401(k) Plan to its remaining entity, PCM. Sellers will be responsible for, and shall take all actions necessary, to communicate such

transfer as required by law or regulation to all of the Sellers’ affected participants and shall do any and all further acts required by law or regulation.

(d) Assumption of Union 401(k) Plan . Purchaser agrees to assume sponsorship of Sellers’ Union 401(k) Plan, known as the New Columbia Joist Company Savings Plan, as of the Closing Date. On or prior to the Closing Date, Sellers will take all actions necessary to permit the transfer of sponsorship of said Plan to Purchasers and to provide that the participants who are Transferred Employees shall not be entitled to request distributions of their accounts as a result of the transactions provided for herein. Effective as of the Closing Date, with respect to Transferred Employees, Purchaser shall treat prior service as an employee of the Sellers as service with Purchaser for all purposes under the Union 401(k) Plan.

5.03 Health Care Continuation Coverage and Health Insurance Portability and Accountability Act.

(a) Sellers acknowledge and agree that Purchaser shall have no obligation to provide continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”) to any “ M&A Qualified Beneficiaries ” (as defined in Section 54.5980B-9, Q&A-4 of the regulations promulgated under the Code (the “ Tax Regulations ”)), for any period prior to, on, or after the Closing Date so long as Sellers or any ERISA Affiliate continues to maintain a group health plan (as defined in Section 5000b of the Code, Section 607 of ERISA, or both) after the Closing Date and does not cease to provide coverage under such group health plan to the current or former employees of the Company in connection with the sale (as such phrase is described in Section 54.4980B-9, Q&A-8 of the Tax Regulations, whether or not such regulations apply to this Agreement) contemplated by this Agreement.

(b) In the event the Sellers and all of their ERISA Affiliates cease to provide coverage under a group health plan in connection with the sale contemplated by this Agreement, Sellers, Bouras and the Foundation agree to indemnify Purchaser in accordance with the provisions of Section 10.01(a)(viii) for the amount, if any, by which (i) the aggregate amount of all claims incurred and payable under the terms of Purchaser’s group health plan to the M&A Qualified Beneficiaries to whom Purchaser is obligated to provide continuation coverage under COBRA exceeds (ii) the aggregate amount of premiums collected by Purchaser from such M&A Qualified Beneficiaries for such continuation coverage.

5.04 Pension Plans.

(a) Prior to the Closing Date, Sellers will take all proper action necessary, including the adoption of resolutions of their respective Board of Directors, to transfer the Employee Benefit Plans that are subject to Title IV of ERISA or Section 412 of the Code to its remaining entity, PCM, other than any such Plans that are provided for pursuant to a

collective bargaining agreement entered into by Purchaser (the “ Non-Union Pension Plans ”). Sellers will be responsible for, and shall take all actions necessary, to communicate such transfer as required by law or regulation to all of the Sellers’ affected participants and shall do any and all further acts required by law or regulation.

(b) Prior to the Closing Date, Sellers will take all proper actions necessary and legally permissible to contribute on a deductible basis to any Employee Benefit Plans that are subject to Title IV of ERISA or Section 412 of the Code and are provided for pursuant to a collective bargaining agreement entered into by Sellers, other than any “multiemployer plans” as that term is defined in Section 4001 of ERISA (the “ Union Pension Plans ”), the amount necessary to fully fund the liabilities under the plan based on the following actuarial assumptions: The interest rate shall be the corporate bond weighted average interest rate specified under Section 412(b)(5)(B)(ii)(II) of the Code for the month in which the Closing Date occurs; the mortality table shall be the separate annuitant and non-annuitant tables set forth in Section 1.412(i)(7)-1 of the Final Treasury Regulations, effective February 2, 2007; and the turnover and retirement assumptions shall be as set forth on Exhibit B . If the entire amount determined above cannot be contributed to those Plans, either legally or on a deductible basis, then the amount that cannot be so contributed shall be deducted from the Purchase Price.

(c) Effective as of the Closing Date, with respect to Transferred Employees, Purchaser shall treat prior service as an employee of the Sellers as service with Purchaser for all purposes under the Union Pension Plan.

5.05 Purchaser Benefit Plans. Purchaser agrees that all Transferred Employees shall be eligible to enter Purchaser’s health and welfare plans on their date of hire by Purchaser and shall not be subject to any pre-existing condition exclusion. Notwithstanding anything in this Agreement to the contrary, if at any time Transferred Employees become eligible to participate in any plans of Purchaser providing post retirement health and/or post retirement life insurance coverage and/or defined benefit pension benefits, to the extent not otherwise provided pursuant to any collective bargaining agreement entered into by Purchaser at or after Closing, only service with Purchaser after the Closing Date shall be credited for purposes of satisfying the eligibility requirements under said plans.

VI. REAL ESTATE TITLE APPROVAL AND CONVEYANCE

6.01 Escrow; Escrow Instructions . The conveyance of the Company Real Estate and delivery of documents of title to the Company Real Estate shall be accomplished through an escrow arrangement (“ Real Property Escrow ”) established with Chicago Title Insurance Company (the “ Title Company ”). The parties will execute and deliver to the Title Company prior to the Closing, escrow instructions (“ Escrow Instructions ”) in form and substance mutually satisfactory to the parties. The Escrow Instructions will provide that the cost of the Real Property Escrow will be shared by Purchaser and Sellers equally. In the event of any

conflict or inconsistency between the provisions of any printed form escrow instructions and the provision of this Agreement, the provisions of this Agreement shall control.

6.02 Survey . As soon as reasonably practicable (but in no event later than the earlier of (i) forty-five (45) days following the date of this Agreement, or (ii) the forty-fifth (45 ^th ) day prior to Closing), Sellers will deliver to Purchaser a copy of an ALTA/ACSM Land Title Survey (each a “ Survey ”), prepared by Bock & Clark Corporation, of each of the tracts comprising the Company Real Estate, each of which shall include: (a) a metes and bounds description showing (i) the actual dimensions of each tract, (ii) the outside boundary lines of all improvements, including buildings, walkways, sidewalks and parking areas, (iii) the location of any easements, encroachments, overlaps, roadways or waterways, and (iv) all easements, set back lines or other matters referred to in the title commitment for each tract; and (b) a surveyor’s certificate in the form attached hereto as Exhibit C . Purchaser shall pay 50%, and Sellers shall collectively pay 50%, of the aggregate cost for each Survey.

6.03 Title Binders .

(a) As soon as reasonably practicable (but in no event later than the earlier of (i) forty-five (45) days following the date of this Agreement, or (ii) the forty-fifth (45 ^th ) day prior to Closing), Sellers will deliver to the Purchaser a title commitment (each, a “ Binder ”) covering each tract of the Company Real Estate and binding the Title Company to issue an ALTA Owner’s Policy of Title Insurance (the “ ALTA Policy ”) insuring title to such tract. The amount of the ALTA Policy shall be equal to the amount of the purchase price allocated to the Company Real Estate as determined pursuant to Section 1.06 . At the same time as any Binder is delivered to Purchaser, or as soon as reasonably practicable thereafter, Sellers will deliver to Purchaser true, correct and legible copies of any and all instruments referred to in such Binder as constituting exceptions or restrictions upon the title covered thereby.

(b) Any exceptions set forth in any Binder or Survey and not objected to by Purchaser within twenty (20) days of its receipt of such Binder (together with copies of all available documents listed in such Binder and the Survey for the property covered by such Binder), shall be Permitted Exceptions hereunder. If Purchaser notifies the Sellers in writing of any such objections (the “ Objections ”) within such twenty (20) day period, then, within ten (10) days after Sellers’ receipt of such notice from Purchaser, the Sellers shall notify Purchaser in writing (the “ Sellers’ Title Response Notice ”) of the Objections which Sellers agree to satisfy at or prior to the Closing (at the Sellers’ sole cost and expense) and of the Objections that the Sellers cannot or will not satisfy. Anything in this Agreement to the contrary notwithstanding, the Sellers shall only be obligated to cure (i) those Objections that are mortgages placed against the Company Real Estate by the Sellers (or any of their respective affiliates), (ii) encumbrances that have been voluntarily placed against the Company Real Estate by the Sellers after the date of this Agreement and before the Closing Date, and (iii) monetary judgments against the Sellers which constitute Liens on the Company Real Estate (collectively the “ Required Objections ”). If the Sellers choose not to satisfy all or any of the Objections that are not Required Objections (any such Objection that will not be satisfied, an “ Unsatisfied Objection ”), Sellers shall notify

Purchaser thereof within the applicable ten (10) day period. If any Unsatisfied Objection will have an adverse affect on the current use of the Company Real Estate, Purchaser shall have the option (to be exercised within seven (7) days following (y) Purchaser’s receipt of the Sellers’ Title Response Notice or (z) the expiration of Sellers’ ten (10) day cure period if Sellers fail to timely deliver Sellers’ Title Response Notice (the “ Option Period ”)) of either (i) terminating this Agreement (the “ Termination Right ”) or (ii) electing to consummate the purchase of the Company Real Estate in connection with the Closing hereunder, in which case Purchaser shall be deemed to have waived such Objections without any abatement or reduction of the Purchase Price and such Objections shall be Permitted Exceptions hereunder. Failure by Purchaser to respond to Sellers within the Option Period shall be deemed an election by Purchaser to waive the applicable Objection(s), which shall be Permitted Exceptions hereunder. Failure by the Sellers to timely deliver Sellers’ Title Response Notice to Purchaser shall be deemed the Sellers’ election not to cure Purchaser’s Objections. The Sellers may cure any Objections (or other exceptions to title) by having the Title Company insure over said exception on or prior to the Closing Date. To the extent the Sellers have elected to satisfy any Objection and are diligently proceeding to do so, at Purchaser’s sole option, the Closing shall be delayed for a reasonable period of time (not to exceed ninety (90) days) if necessary to permit the Sellers to complete all actions required for the Sellers to fully satisfy such Objection.

6.04 Conveyance by Special Warranty Deed . Sellers will convey to Purchaser by special warranty deed(s) (or other substantially similar form of deed commonly used in the jurisdiction where the Company Real Estate is located if use of a special warranty deed is not available or is not commonly used in any particular jurisdiction), with covenants against grantor’s acts (the “ Deeds ”), title to the Company Real Estate free and clear of any and all encumbrances or restrictions, other than (i) any Permitted Exceptions (including, without limitation, Permitted Exceptions contemplated by Section 6.03 above) and (ii) those permitted exceptions listed on Schedule 6.04 . All real estate taxes relating to the Company Real Estate and all utilities related to the Business or the operation of the Facilities shall be paid current and prorated as of the Closing Date.

VII. REPRESENTATIONS AND WARRANTIES OF SELLERS, BOURAS AND THE FOUNDATION

As a material inducement to Purchaser to execute and perform its obligations under this Agreement, and in addition to any other representation and warranty contained herein, Sellers and Bouras, jointly and severally, represent and warrant to Purchaser as set forth below in this Article. As used in this Agreement with respect to any Seller, “ knowledge ” means the actual knowledge, after due inquiry, of Bouras, Tim Day, James Francisco, Kevin J. Gennarelli, Carl R. Koehler, Gary E. Ruckelshaus, and, solely with respect to the representations and warranties set forth in Section 7.08 below, William S. Crane and, solely with respect to the representations and warranties set forth in Section 7.19 below, Greg Gemgnani.

7.01 Organization of the Sellers.

(a) Each Seller is a corporation validly existing, and in good standing under the laws of the jurisdiction of its organization, and each has all requisite corporate power and authority to own, operate, and lease its properties, to carry on such aspects of the Business as are presently being conducted by it, to enter into this Agreement and to carry out and perform the terms and provisions of this Agreement. Each Seller is qualified or licensed to do business and is in good standing in every jurisdiction wherein the failure to be so qualified would result in a Material Adverse Change. Except for the Subsidiaries and as set forth on Schedule 7.01 , the Company has no subsidiaries and has no direct or indirect interest (other than as a creditor under accounts receivable), either by way of stock ownership or otherwise, in any other firm, corporation, association, or business enterprise.

(b) Each Seller has delivered to Purchaser complete and correct copies of its Certificate of Incorporation and Bylaws, as they may have been amended.

(c) For purposes of this Agreement: “ Material Adverse Change ” means a material adverse change in (i) the business, condition (financial or otherwise), capitalization, properties, assets, liabilities, operations, or results of operations of the Sellers or the Business, or (ii) the ability of the Sellers to consummate the transactions contemplated by this Agreement, to perform any of their obligations under this Agreement, or to fulfill their conditions to Closing under this Agreement, or (iii) the ability of the Purchaser to own and operate the Business after the Closing in all material respects as it is currently being operated, and no event has occurred or circumstance exists that may result in such a Material Adverse Change. It is understood and agreed, however, that none of the following shall be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred a Material Adverse Change: (i) any change in general economic conditions or in the United States economy, other than any such changes which have had a materially disproportionate affect on the Business; (ii) any change affecting any industry in which the Sellers operate, other than any such changes which have had a materially disproportionate affect on the Business; (iii) the announcement of this Agreement and the transactions contemplated hereby; (iv) the taking of any action required by this Agreement or to which Purchaser has given its written consent; or (v) any changes or effects resulting from the actions of Purchaser.

7.02 Authorization.

(a) Each Seller has full corporate power and authority to execute and deliver this Agreement, the Bill of Sale transferring the Acquired Assets that are not real property, the form of which is attached hereto as Exhibit D (the “ Bill of Sale ”), the Assignment and Assumption Agreement, the Escrow Agreement, the Environmental

Escrow Agreement, the Access Agreement, the Lease Amendment, and all other agreements and instruments executed by it in connection with this Agreement (collectively, the “ Ancillary Agreements ”), and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and the Ancillary Agreements to which it is a party, the performance by each Seller of its respective obligations hereunder and thereunder, and the consummation by each Seller of the transactions contemplated hereby and thereby, have been duly authorized, by all necessary action of its Board of Directors and shareholders. With respect to each Seller, no other corporate action on the part of such Seller is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party or the consummation of the transactions contemplated hereby and thereby.

(b) Each of Bouras and the Foundation has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to consummate the transactions contemplated hereby and thereby, and to perform its respective obligations under this Agreement and the Ancillary Agreements to which it is a party.

(c) With respect to each of the Sellers and each of Bouras and the Foundation: (i) this Agreement, and each of the Ancillary Agreements to which it is a party, has been duly and validly executed and delivered by it; and (ii) upon due authorization, execution, and delivery by all other parties hereto and thereto, this Agreement, and each of the Ancillary Agreements to which it is a party, will constitute the valid and binding obligation of such party enforceable against it in accordance with its terms, except as limited by (i) bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (ii) general principles of equity that restrict the availability of equitable remedies.

7.03 No Violation.

(a) The execution and delivery by each Seller of this Agreement and the Ancillary Agreements to which such Seller is a party, the performance by Sellers of their respective obligations hereunder and thereunder, and the consummation by Sellers of the transactions contemplated hereby and thereby will not (a) violate or result in any breach of any provision of the Certificate of Incorporation or Bylaws, or other organizational or governance documents or instruments, of any Seller, (b) except as set forth in Schedule 7.03 , violate or result in a breach of, or constitute a default (with or without due notice or lapse of time or both) under, permit the termination of, result in the acceleration of, entitle any party to accelerate any obligation under, or result in the loss of any benefit of any Seller under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, Permit, lease, agreement, contract or other instrument or obligation to which any Seller is a party or by which any Seller or any of its properties or assets may be bound or affected, (c) assuming that all consents, approvals, authorizations

and permits described in Section 7.05 have been obtained and all filings and notifications described in Section 7.05 have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law or Order of any Governmental Authority applicable to any Seller or any of their respective assets and properties, (d) cause Purchaser or the Acquired Assets to become subject to, or cause Purchaser to become liable for the payment of, any Tax (as hereinafter defined), except as may arise under any “bulk transfer” or similar laws of any jurisdiction (e) except for the Company Real Estate, cause any of the Acquired Assets to be reassessed or revalued by any taxing authority or other Governmental Authority, or (f) result in the imposition or creation of any Lien upon or with respect to any of the Acquired Assets.

(b) For purposes of this Agreement: (i) “ Law ” shall mean and include any law, statute, ordinance, Order, rule or regulation of, and the terms of any permit or other governmental authorization issued by, any Governmental Authority; (ii) “ Order ” shall mean and include any order, judgment, injunction, decree, ruling, pronouncement, determination, stipulation, decision, opinion, sentence, subpoena, writ or award issued, made, entered or rendered by any court, administrative agency or other Governmental Authority or by any arbitrator; and (iii) “ Governmental Authority ” shall mean any (A) national, federal, state, provincial, county, city, town, village, district, or other jurisdiction, domestic or foreign, (B) national, federal, state, provincial, municipal, local, foreign or other government, or (C) governmental or quasi-governmental authority (including any governmental agency, branch, department, office or entity and any court or other tribunal).

7.04 Ownership .

(a) The authorized capital stock of the Company consists solely of 1,000 shares of common stock, no par value, of which 1,000 shares are duly authorized, validly issued and outstanding, fully paid and non-assessable. All of the issued and outstanding capital stock of the Company is owned of record and beneficially by Bouras and the Foundation; Bouras owns 50.1% and the Foundation owns 49.9%.

(b) The authorized capital stock of NJBI consists solely of 1,000 shares of common stock, no par value, of which 100 shares are duly authorized, validly issued and outstanding, fully paid and non-assessable. All of the issued and outstanding capital stock of NJBI is owned of record and beneficially by the Company.

(c) The authorized capital stock of USD consists solely of 300 shares of common stock, no par value, of which 100 shares are duly authorized, validly issued and outstanding, fully paid and non-assessable. All of the issued and outstanding capital stock of USD is owned of record and beneficially by the Company.

(d) The authorized capital stock of ABA consists solely of 2,400 shares of common stock, no par value, of which 500 shares are duly authorized, validly issued and

outstanding, fully paid and non-assessable. All of the issued and outstanding capital stock of ABA is owned of record and beneficially by the Company.

(e) The authorized capital stock of NCJC consists solely of 1,000 shares of common stock, $1.00 par value, of which 1,000 shares are duly authorized, validly issued and outstanding, fully paid and non-assessable. All of the issued and outstanding capital stock of NCJC is owned of record and beneficially by the Company.

7.05 Consents and Approvals . Except as set forth in Schedule 7.05 , Section 9.16 and under the rules and regulations of the Antitrust Laws, no filing or registration with, no notice to and no Permit, consent or waiver of any third party is necessary for the consummation by Sellers of the transactions contemplated by this Agreement and the Ancillary Agreements, including, without limitation, the assignment to Purchaser of the Assumed Contracts.

7.06 Financial Statements; Schedule of Contracts.

(a) Each Seller has delivered to Purchaser (i) copies of its audited balance sheets as of February 29, 2004, February 28, 2005 and February 28, 2006, and its related audited statements of income and retained earnings and cash flow for the years then ended, and the notes thereto, accompanied by the report thereon of the applicable firm of independent public accountants (collectively, the “ Annual Financial Statements ”), and (ii) copies of the unaudited balance sheets of each Seller as of November 30, 2006 (the “ 2006 Balance Sheet ”), together with the related unaudited statement of operations, retained earnings and cash flows for the interim period ended on such date (collectively, the “ 2006 Financial Statements ”), certified by the chief financial officer of each Seller (such Annual Financial Statements and 2006 Financial Statements being hereinafter collectively referred to as the “ Financial Statements ”). The Financial Statements, including the notes thereto, (i) were prepared in accordance with generally accepted accounting principles applied on a consistent basis (“ GAAP ”) throughout the periods covered thereby, except as otherwise disclosed in Schedule 7.06(a) , (ii) present fairly the financial position, results of operations and changes in cash flows of the Sellers as of their respective dates and for the periods then ended (subject, in the case of the 2006 Financial Statements, to normal year-end adjustments consistent with prior periods that would not be material, individually or in the aggregate), and (iii) in the case of the Annual Financial Statements, have been audited in accordance with generally accepted auditing standards.

(b) Schedule 7.06(b) , sets forth, with respect to all Unfinished Customer Contracts as of the date of this Agreement, the names of the parties, the date of the contract, and the total payments expected by Sellers under each. Schedule 7.06(b) shall be amended every thirty (30) days from the execution of this Agreement, two (2) days prior to the Closing Date, and as of the Closing Date to include a final list of all Unfinished Customer Contracts that Purchaser is assuming after giving effect to the provisions of Section 2.02 .

(c) Sellers hereby represent and warrant that (i) the information listed on Schedule 7.06(b) is correct and complete in all material respects, (ii) as of the Closing, each Unfinished Customer Contract may be assigned without causing a violation, breach or default under, such contract and without causing a violation of applicable Law, (iii) as of the Closing, the work performed under the Unfinished Customer Contracts, prior to Closing, was in compliance in all material respects with the terms and conditions of the Unfinished Customer Contracts, and to Sellers’ knowledge, there are no current or anticipated delays (other than delays arising in the ordinary course of business consistent with past practice) with respect to the completion of such contracts, (iv) as of the Closing, all subcontracts awarded to third parties relating to the Unfinished Customer Contracts have been awarded (A) in material compliance with the terms and conditions of the respective Unfinished Customer Contracts and all applicable Laws and (B) in the ordinary course of business consistent with past practices of the Sellers and with the bid price and budget related to each Unfinished Customer Contract, and (v) as of the Closing, all approvals, consents, and notices required under the Unfinished Customer Contracts have been obtained from or given to all required persons and within the required time period. Except as set forth on Schedule 7.06(c) , there are no Unfinished Customer Contracts that are expected to result in a net loss to the Sellers; provided , however , that Sellers make no representation or warranty regarding Purchaser’s actual receipt of payments by customers under the Unfinished Customer Contracts after the Closing.

7.07 Absence of Undisclosed Liabilities . Except for matters relating to the transactions contemplated by the Agreement and the Ancillary Agreements, there are no liabilities or financial obligations of the Sellers whatsoever (whether known or unknown and whether absolute, accrued, contingent or otherwise, and whether due or to become due), other than liabilities and obligations (a) for which fully funded reserves are provided in the Financial Statements or (b) of a short-term nature arising after the date of the 2006 Balance Sheet in the ordinary course of business consistent with past practices.

7.08 Absence of Certain Changes . Except as disclosed in the 2006 Balance Sheet or Schedule 7.08 , since November 30, 2006, there has been no material adverse change in the Business, financial condition or results of operations of the Sellers from that reflected in the Financial Statements, and to Sellers’ knowledge, no event has occurred or circumstance exists that may result in such a material adverse change.

Without limiting the foregoing, since November 30, 2006, and except as disclosed in Schedule 7.08 , the Sellers have:

(a) conducted the Business in the ordinary course of business;

(b) not entered into or amended any material transaction or contract, except in the ordinary course of business;

(c) not mortgaged, sold, transferred, distributed or otherwise disposed of any of its material assets, except in the ordinary course of business;

(d) not experienced any damage or destruction to, or loss of, any of its material assets, except in the ordinary course of business and except to the extent that any such asset required for the operation of the Business which has been damaged, destroyed or lost has been repaired or replaced;

(e) not made or agreed to make any capital expenditures for additions to property, plant or equipment, except for expenditures and commitments not exceeding $50,000 individually and $200,000 in the aggregate;

(f) not made or agreed to make any change in the compensation payable to any employee, except for increases in compensation in the ordinary course of business substantially consistent with past practices of the Sellers; or

(g) not granted credit to any customer or distributor on terms materially more favorable than the terms on which credit has been extended to such customer or distributor in the past nor materially changed the terms of any credit previously extended.

7.09 Litigation . Except as set forth on Schedule 7.09 and Schedule 7.19 , there is no: (a) action, suit, inquiry, judicial or administrative proceeding, arbitration or investigation (“ Litigation ”) pending or, to the knowledge of any Seller, threatened against the Sellers or any of their respective properties, assets or rights before any Governmental Authority; or (b) judgment or other Order issued by any Governmental Authority outstanding against the Sellers.

7.10 Liens and Encumbrances . The Sellers own the Company Real Estate. Except as set forth in Schedule 7.10 , all of the Acquired Assets (other than the Company Real Estate which is to be conveyed pursuant to Article VI hereof) are owned by Sellers free and clear of all liens (choate or inchoate), encumbrances, mortgages, pledges, equities, charges, covenants, restrictions, rights of first refusal, options, reservations, conditional sale or other title retention agreements, security interests and other burdens, whether arising by contract or under law (collectively, “ Liens ”), other than Permitted Exceptions (as defined below). The title conveyed hereby to all Acquired Assets (other than the Company Real Estate which is to be conveyed pursuant to Article VI hereof) is good and transferable (and the transfer hereby is rightful), free of all Liens other than (i) the Permitted Exceptions and (ii) any other Liens set forth on Schedule

7.10 . Except as set forth on Schedule 7.10 , there have been no major repairs, renovations or improvements made to the Company Real Estate during the last four (4) months. For the purposes hereof, a major repair, renovation or improvement is one which costs Twenty-Five Thousand Dollars ($25,000.00) or more to perform.

As used herein, “ Permitted Exceptions ” means any: (i) liens for Taxes, assessments, and other governmental charges or assessments not yet due or delinquent or that may thereafter be paid without penalty; (ii) liens of carriers, warehouseman, mechanics, and material-men incurred in the ordinary course of business, in each case for sums not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings that do not materially interfere with the conduct of the Business or with the use of the Acquired Assets and do not materially affect the value of the Acquired Assets; (iii) liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance, and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds, and similar obligation; (iv) purchase money liens to the extent that the underlying indebtedness secured by such liens are Assumed Liabilities; (v) with respect to any real property or any interest in real property, any (A) easements, covenants, encroachments, rights-of-way, and other restrictions of record that do not affect the current use of Company Real Estate, (B) governmental charges which are not due and payable, and (C) zoning and other similar restrictions; (vi) any Lien that will be paid or discharged at or before the Closing Date; (vii) any exceptions set forth in any Binder that, pursuant to Section 6.03 , are (A) not timely objected to by Purchaser, (B) waived by Purchaser, or (C) not satisfied by the Sellers.

7.11 Location and Sufficiency of Assets . Except as set forth on Schedule 7.11 , Seller has not received written notice that the Company Real Estate (or any portion thereof or its current use is in violation of any applicable zoning legal requirements or other applicable Laws. Except to the extent any of the Excluded Assets are used in, or reasonably necessary for, the operation of the Facilities in the manner and to the extent currently operated by the Sellers, the Acquired Assets constitute all of the assets, rights, and properties used in, or reasonably necessary for, the operation of the Facilities in the manner and to the extent currently operated by the Sellers. The Acquired Assets will be adequate to enable Purchaser to continue to operate the Facilities in the manner and to the extent currently operated by the Sellers, except insofar as the foregoing may be limited by Purchaser’s failure to purchase the Excluded Assets. Except as set forth on Schedule 7.11 , all Tangible Assets (other than trucking, transportation and related equipment) listed on Schedule 1.01 are in good repair and operating condition and are located at the Facilities. Schedule 1.01 identifies all “commercial motor vehicles” (as defined at 49 C.F.R. Section 390.5) included in the Acquired Assets, and such commercial motor vehicles meet the relevant requirements of 49 C.F.R. 393, subpart 1 (which are the obligation of the Purchaser after transfer). All other trucking, transportation and related equipment listed on Schedule 1.01 is being sold hereunder “as is” and “where is”, and the Sellers make no representation or warranty whatsoever with respect to the condition of such equipment or its adequacy for any particular business or other use. All Tangible Assets other than Inventory are valued on the 2006 Balance Sheet at cost, less accumulated depreciation, as applicable, determined in accordance with

GAAP. To the knowledge of Sellers, the Company Real Estate and the improvements thereon are adequately served by all necessary utilities including, without limitation, storm water systems, sanitary sewer, water, electricity, telephone, gas and other utility services necessary to operate the Company Real Estate and all improvements thereon. To the knowledge of Sellers, except as set forth in Schedule 7.11 , there are no latent or patent defects or deficiencies in or to the fixtures, improvements and structures situated or constructed upon the Company Real Estate, the soil or fixtures of the Company Real Estate that would have a Material Adverse Effect on the Company Real Estate (or any portion thereof) or its current use. To the knowledge of Sellers, except as set forth on Schedule 7.11 , there is no dry rot, termite infestation or other wood destroying organisms present in the Company Real Estate that would have a Material Adverse Effect on the Company Real Estate (or any portion thereof) or its current use. To the knowledge of Sellers, except as set forth on Schedule 7.11 , the plumbing, electrical, mechanical or other systems of the Company Real Estate, and improvements constructed thereon are not in need of any material repair and are generally in good working order, reasonable wear and tear excepted. All leases of real or personal property to which the Sellers are a party are fully effective. No Seller has received any written notice from any Governmental Authority with appropriate jurisdiction that it or the Company Real Estate is in violation of any zoning, building, safety, or other ordinance, regulation, or requirement applicable to the operation of the Facilities and with which it has not complied.

7.12 Condemnations . Sellers have not been served with any papers with respect to, or received written notice of, any condemnation proceeding or similar action affecting the Facilities or the Company Real Estate, and no such proceeding or similar action is currently pending before any Governmental Authority or, to the knowledge of the Sellers, threatened.

7.13 Agreements; Bids .

(a) Schedule 7.13 sets forth, as of the date hereof, a list of all of the following contracts and other agreements to which any Seller is a party or by which any Seller, or any of its properties or assets, is bound or subject:

(i) employment contracts, severance agreements and other agreements with any current or former officer, director, employee or consultant;

(ii) contracts and other agreements with any labor union or association representing any employee of the Sellers;

(iii) contracts or other agreements relating to the Sellers and between the Sellers, on the one hand, and any shareholder of the Sellers (or any of his, her or its Affiliates), on the other hand (other than any such contracts and agreements among the Company and any of the Subsidiaries);

(iv) joint venture agreements;

(v) Assumed Contracts under which the Sellers agree to indemnify any party, other than purchase orders from Sellers’ customers on Sellers’ standard purchase order form;

(vi) contracts and other agreements relating to the borrowing of money and other instruments placing any Liens on any Acquired Assets (other than any such contracts and agreements among the Company and any of the Subsidiaries);

(vii) contracts and other agreements relating to the lease of real property (other than any such contracts and agreements among the Company and any of the Subsidiaries); or

(viii) any other contract or other agreement involving the sale of goods or services involving payments totaling $100,000 or more, whether or not made in the ordinary course of business (other than any such contracts and agreements among the Company and any of the Subsidiaries).

Schedule 7.13 also sets forth the amount of all payment, performance or similar bonds (each a “ Performance Bond ”) relating to the Assumed Contracts. All Performance Bonds are in good standing, and the Sellers have (i) not violated, breached or defaulted (with or without due notice or lapse of time or both), or permitted the termination, or acceleration of, or entitled any party to accelerate any obligation under any of the terms, conditions or provisions of any Performance Bond.

(b) All contracts, agreements and understandings of the type described above and referenced in Schedule 7.13 are valid and binding and are in full force (other than contracts, agreements or understandings which are by their terms no longer in force or effect) and effect and enforceable in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and by general principles of equity that restrict the availability of equitable remedies. Except as set forth in Schedule 7.13 , (i) no approval or consent of, or notice to, any person is needed in order that such contract, agreement or understanding shall continue in full force and effect in accordance with its terms without penalty, acceleration or rights of early termination following the consummation of the transactions contemplated by this Agreement, and (ii) each Seller is not now, nor with the passage of time will be, in violation or breach of, or default under, any such contract, agreement or understanding nor, to the knowledge of any Seller, is any other party to any such contract, agreement or understanding.

(c) Schedule 7.13 also sets forth, as of the date hereof, a list of all of the bids, proposals and similar documents with an expected contract price of $100,000 or more under which Sellers would provide materials or services to a customer.

(d) True and complete copies of all written contracts and other agreements listed on Schedule 7.13 have been delivered or made available to Purchaser.

7.14 Taxes . Except as set forth in Schedule 7.14 :

(a) The Sellers have timely filed or caused to be filed all federal, state, local and foreign Tax Returns required to be filed and has paid or caused to be paid all Taxes required to be paid in respect of the periods for which Tax Returns are due and have established prior to the date hereof adequate funded reserves under GAAP on their books for the payment of all Taxes at least equal to the liability for Taxes expected to be payable in respect of the period subsequent to the last Tax Return required to be filed for the portion of such period up to and through the date hereof.

(b) All Taxes that the Sellers are or were required to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Authority. All Tax Returns of the Sellers are true, correct and complete in all material respects. The Sellers are not a party to any Tax sharing agreement.

(c) There is no delinquency by the Sellers in the payment of any Tax. No deficiencies, assessment or governmental charges for any Tax have been assessed, claimed, proposed or, to the Sellers’ knowledge threatened against the Sellers or their respective assets. Except as set forth on Schedule 7.14 , consummation of the purchase of the Acquired Assets by Purchaser will not result in the imposition or creation of any Tax Obligations on the Acquired Assets except for Tax Obligations that are Retained Liabilities.

(d) No waiver or extension of time to assess any Taxes has been given or requested. Except for jurisdictions in which the Sellers file Tax returns, the Sellers have not received notice of any claim made by any taxing authority in any jurisdiction that the Sellers are or may be subject to taxation by that jurisdiction.

(e) The federal, state, local and foreign Tax returns of the Sellers have not been audited since the date of the most recent audit set forth in Schedule 7.14 by the Internal Revenue Service or comparable state or local agencies.

(f) The purchase by Purchaser of the equipment and machinery included in the Acquired Assets is exempt from sales tax under the laws of New Jersey.

(g) There are no Liens for Taxes (other than the Permitted Exceptions) on any of the Acquired Assets.

For the purposes of this A