ASSET PURCHASE AGREEMENT

EXHIBIT 10.1

ASSET PURCHASE AGREEMENT

AMONG

SOUTHERN SAW ACQUISITION CORPORATION
(“Buyer”)

and

SOUTHERN SAW HOLDINGS, INC.
and
SOUTHERN SAW SERVICE, L.P.
(collectively, “Sellers”)

October 11, 2006

TABLE OF CONTENTS

EXHIBITS, SCHEDULES AND DISCLOSURE LETTER

ASSET PURCHASE AGREEMENT

      THIS ASSET PURCHASE AGREEMENT (as hereinafter defined, this “ Agreement ”) is made and entered into effective as of October 11, 2006, by and among SOUTHERN SAW ACQUISITION CORPORATION , a Delaware corporation (the “ Buyer ”), SOUTHERN SAW HOLDINGS, INC. , a Georgia corporation (“ Holdings ”), and SOUTHERN SAW SERVICE, L.P. , a Georgia limited partnership (“ Southern Saw ,” collectively with Holdings, “ Sellers ,” and each of Southern Saw and Holdings, without distinction, a “ Seller ”). The Buyer and the Sellers are sometimes referred to herein individually as a “ Party ” and collectively as the “ Parties .” This Agreement has been joined in by KASCO CORPORATION , a Delaware corporation (“ Kasco ”), the parent corporation of Buyer, as Buyer’s Guarantor, by execution of the Joinder of Buyer’s Guarantor appearing at the end of this Agreement.

Background

     The Sellers are in the Business (as hereinafter defined) throughout the United States. The Holdings ESOP (as hereinafter defined) owns all of the outstanding capital stock of Holdings, and Holdings and Davis Family Enterprises, LLC own all of the outstanding equity interests of Southern Saw. This Agreement contemplates a transaction in which the Buyer will purchase from the Sellers, and the Sellers will sell to the Buyer, all of the Acquired Assets in return for cash and the assumption of the Assumed Liabilities, all pursuant to the terms of this Agreement.

     Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, covenants and agreements herein contained, the Parties agree as follows:

Terms

      1.  DEFINITIONS .

          “ AAA ” shall mean the American Arbitration Association.

          “ Accrued Expenses ” shall have the meaning set forth in Section 2.3 of this Agreement.

          “ Acquired Assets ” shall have the meaning set forth in Section 2.1 of this Agreement.

          “ Acquired Fixed Assets ” shall mean all fixed assets (including the manufacturing facility and the land upon which it rests) and service equipment used by Southern Saw in the conduct of its business.

          “ Acquired Fixed Asset Value ” shall have the meaning set forth in Section 2.6.

          “ Acquired Intangibles and Goodwill ” shall have the meaning set forth in Section 2.1(f).

          “ Acquired Working Capital ” shall have the meaning set forth in Section 2.5(b) of this Agreement.

          “ Adverse Consequences ” shall mean all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, environmental investigation and remedial costs, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys’ fees and expenses.

          “ Affiliate ” shall have the meaning set forth in Rule 12b-2 promulgated under the Securities Exchange Act.

          “ Affiliated Group ” shall mean any affiliated group of corporations within the meaning of Code Sec. 1504.

          “ Aged Receivables ” shall have the meaning set forth in Section 2.2(c) of this Agreement.

          “ Agreement ” shall mean this Asset Purchase Agreement and any written amendment hereto executed and delivered by the Parties.

          “ Assumed Liabilities ” shall have the meaning set forth in Section 2.3(a) of this Agreement.

          “ Assumed Customer Contracts ” shall have the meaning set forth in Section 4.17 of this Agreement.

          “ Assumed Seller Contracts ” shall have the meaning set forth in Section 2.3(a) of this Agreement.

          “ Basis ” shall mean any past or present fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that forms or could form the basis for any specified consequence.

          “ Boyle ” shall mean Peter J. Boyle.

          “ Boyle Agreement ” shall mean Sellers’ Restated Employment Retention Agreement dated July 28, 2006 with Boyle, as such agreement may have been contingently restated or amended in contemplation of closing of the sale by Sellers to Buyer, which provides for gross severance pay and benefits equal to the sum of (A) two years of salary and bonus determined in the manner set forth in the Boyle Agreement, and (B) two years of certain employee benefits as specified in the Boyle Agreement.

          “ Bulk Sales Laws ” shall mean the bulk-transfer provisions of the Uniform Commercial Code (or any similar law) of the State of Georgia, as referenced in Exhibit A to this Agreement.

          “ Business ” shall mean shall mean any or all of (a) the business of producing, storing, transporting, sharpening, selling, or leasing sharp edge blade products for the meat business, the bakery business, and the wood pallet business, and (b) the business of providing repair services for sharp edge, oven, wall sanitizing, ice machine, compressor and aquarium tank equipment or products located in retail grocery stores, butcher shops, bakeries, restaurants, meat packing houses, meat processing houses, or meat slaughter houses.

          “ Business Day ” shall mean a day other than a Saturday, a Sunday, or a day on which banks located in Atlanta, Georgia are required or permitted by law to remain closed.

          “ Buyer ” shall have the meaning set forth in the preface above.

          “ Buyer’s Guarantor ” shall mean Kasco Corporation, a Delaware corporation that is the owner of 100% of the equity securities of Buyer.

          “ Cash In ” shall mean any cash received by the Sellers during the Stub Period (including but not limited to cash and credit card sales) except that if any of the receipts were for Aged Receivables (which are Excluded Assets), then such receipts shall be excluded from Cash In.

          “ Cash Out ” shall mean, without duplication:

          (a) any cash paid out by the Sellers during the Stub Period for Trade Accounts Payable or Accrued Expenses included in the calculation of the Preliminary Purchase Price as of the Effective Date; and

          (b) Trade Accounts Payable or Accrued Expenses (including payroll and payroll related expenses for the Stub Period) related to the ongoing business of the Sellers created during the Stub Period;

Notwithstanding the foregoing, Cash Out shall not include: (1) any cash payments ( e.g ., sales tax payments, legal/consulting fees related to the acquisition, severance payments to terminated employees, etc.) made during the Stub Period that (A) relate to Liabilities that are not included in the Trade Accounts Payable or Accrued Expenses used as a basis for the calculation of the Purchase Price as of the Effective Date, and (B) do not relate to the ongoing business; or (2) any cash payment made during the Stub Period for a Liability incurred prior to October 1 that was not included in Trade Accounts Payable or Accrued Expenses as of the Effective Date.

          “ CERCLA ” shall have the meaning set forth in Section 4.27(h) of this Agreement.

          “ Closing ” shall have the meaning set forth in Section 2.11 of this Agreement.

          “ Closing Date ” shall have the meaning set forth in Section 2.11 of this Agreement.

          “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

          “ Disclosure Letter ” shall have the meaning set forth in Section 4 of this Agreement.

          “ Dispute Notice ” shall have the meaning set forth in Section 2.8(a) of this Agreement.

          “ Effective Date ” shall mean October 1, 2006, the date when the consummation of the transactions contemplated hereby shall be deemed to have occurred notwithstanding that the Closing is occurring as of the date of this Agreement.

          “ Employee Benefit Plan ” shall mean any (a) nonqualified deferred compensation or retirement plan or arrangement which is an Employee Pension Benefit Plan, (b) qualified defined contribution retirement plan or arrangement which is an Employee Pension Benefit Plan, (c) qualified defined benefit retirement plan or arrangement which is an Employee Pension Benefit Plan (including any Multiemployer Plan), or (d) Employee Welfare Benefit Plan or material fringe benefit plan or program.

          “ Employee Pension Benefit Plan ” shall have the meaning set forth in ERISA Sec. 3(2), codified at 29 U.S.C. §1002(2).

          “ Employee Welfare Benefit Plan ” shall have the meaning set forth in ERISA Sec. 3(1), codified at 29 U.S.C. §1002(1).

          “ Employment Schedule ” shall have the meaning set forth in Section 6.1.

          “ Engaged Banker ” shall mean Slusser Associates, Inc. and any investment banking firm with which Peter Slusser is affiliated, the financial advisor who has been engaged by and shall be compensated solely by the Sellers in connection with the transactions contemplated by this Agreement.

          “ Environmental Laws ” shall mean any federal, state or local law, statute, final regulation, rule, ordinance, code, policy, permit, license, judgment or order, or rule of common law now in effect and in each case as amended to date and any judicial or administrative interpretation thereof including any judicial or administrative order, consent decree or judgment to which the Sellers or any of their respective assets or properties is subject relating to (a) emissions, discharges, or releases of Hazardous Substances, (b) the generation, processing, manufacture, distribution, handling, transport, use, treatment, storage or disposal of Hazardous Substances or materials containing Hazardous Substances, in each case as in effect on the date of this Agreement, or (c) otherwise relating to the pollution of the environment, solid waste handling treatment or disposal, reclamation or remediation activities, environmental matters, the protection of public health and safety from environmental or health concerns, or otherwise relating to environmental conditions.

          “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

          “ Escrow Agent ” shall mean One Georgia Bank, a Georgia Corporation.

          “ Escrow Agreement ” shall have the meaning set forth in Section 2.7(a) of this Agreement.

          “ Escrow Amount ” shall have the meaning set forth in Section 2.7.

          “ Escrowed Proceeds ” shall have the meaning set forth in Section 2.7.

          “ Estimated Purchase Price ” shall have the meaning set forth in Section 2.6 of this Agreement.

          “ Excluded Assets ” shall have the meaning set forth in Section 2.2.

          “ Financial Statements ” shall have the meaning set forth in Section 4.7 of this Agreement.

          “ For Cause ” shall mean any termination by the Buyer of a former employee of Sellers hired under Section 6.1 as a result of such employee’s (a) actual or attempted embezzlement, (b) conviction (or a plea bargain admitting criminal guilt or no contest) of a crime involving dishonesty, fraud, or breach of trust, (c) misappropriation, or attempted misappropriation, of any of the Buyer’s material business opportunities, including violation of any noncompetition agreement with the Buyer, (d) alcohol or illegal drug abuse (1) while on the job, or (2) that otherwise has a material adverse effect on job performance, (e) unlawful harassment of any employee or other business associate of the Buyer, (f) insubordination of a type and degree that reasonably would be expected to result in dismissal from employment, or (g) any other willful nonfeasance, misfeasance, or malfeasance in the performance of duties.

          “ GAAP ” shall mean United States generally accepted accounting principles as in effect from time to time, consistently applied.

          “ Grant Thornton ” shall have the meaning specified in Section 2.5(a) of this Agreement.

          “ Hazardous Substances ” shall mean all (a) substances which contain substances defined in or regulated under the Environmental Laws; (b) petroleum and petroleum products, including crude oil and any fractions thereof; (c) natural gas, synthetic gas and any mixtures thereof; (d) substances with respect to which a federal, state or local agency requires environmental investigation, monitoring, reporting or remediation; (e) hazardous wastes or solid wastes, within the meaning of any Environmental Laws; (f) solid, hazardous, dangerous or toxic chemicals, materials, wastes or substances, within the meaning of and regulated by any Environmental Laws; (g) radioactive materials; (h) asbestos-containing materials that represent a health hazard, and (i) polychlorinated biphenyls, including without limitation, any such pollution or contamination and any materials defined, listed, identified or under or described in any Environmental Laws.

          “ Holdings ESOP ” shall mean the Southern Saw Holdings, Inc. Employee Stock Ownership Plan and Trust, which is the sole owner of issued and outstanding equity securities of Holdings.

          “ Indebtedness ” shall mean all indebtedness or other obligation of the Sellers, or either of them, for borrowed money, whether current, short-term or long term, secured or unsecured, capitalized lease obligations, and all accrued interest, premiums, penalties and other monetary obligations relating thereto.

          “ Indemnified Party ” shall have the meaning set forth in Section 8.4(a) of this Agreement.

          “ Indemnifying Party ” shall have the meaning set forth in Section 8.4(a) of this Agreement.

          “ Indemnity Basket ” shall have the meaning set forth in Section 8.5(a) of this Agreement.

          “ Indemnity Cap ” shall have the meaning set forth in Section 8.5(b) of this Agreement.

          “ Intellectual Property ” shall mean (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations- in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, trade names, brand names, designs and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all works of authorship, mask works and copyrights therein, including all applications, registrations, and renewals in connection therewith, (d) all trade secrets and confidential business information (including research and development, know-how, discoveries, formulas, compositions, processes, procedures, methods, techniques, technical data, operating and maintenance manuals, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (e) all computer software (including source code, data, tools, modules, databases and related documentation), Internet websites and domain names and applications and registrations in connection therewith, (f) all other proprietary rights, and (g) all copies and tangible embodiments thereof (in whatever form or medium).

          “ Investment Real Estate ” shall mean the real property of Southern Saw referenced in Exhibit B , constituting all of the real property owned by Sellers except for the real property included in the Acquired Fixed Assets;

          “ Knowledge ” shall mean: (a) with respect to Sellers, the actual knowledge of either Holdings or Southern Saw, as established by direct or circumstantial evidence; and (b) with respect to the Buyer, the actual knowledge, as established by direct or circumstantial evidence, of any of Luke E. Fichthorn III, Larry Maingot, or Brian E. Turner; provided, however , that any matter set forth in this Agreement or in any Exhibit or Schedule hereto, or in the Disclosure Letter shall be deemed within the Knowledge of the Buyer.

          “ Lease ” shall have the meaning set forth in Section 4.13 of this Agreement.

          “ Leased Property ” shall have the meaning set forth in Section 4.13 of this Agreement.

          “ Liability ” shall mean any liability or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether due or to become due, and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP), including any liability for Taxes.

          “ Long Term Contract ” shall have the meaning set forth in Section 4.17 of this Agreement.

          “ Most Recent Balance Sheet ” shall mean the balance sheet contained within the Most Recent Financial Statements.

          “ Most Recent Financial Statements ” shall have the meaning set forth in Section 4.7(a) of this Agreement.

          “ Most Recent Fiscal Month End ” shall have the meaning set forth in Section 4.7(a) of this Agreement.

          “ Most Recent Fiscal Year End ” shall have the meaning set forth in Section 4.7(a) of this Agreement.

          “ Multiemployer Plan ” shall have the meaning set forth in ERISA Sec. 3(37), codified at 29 U.S.C. § 1002 (37).

          “ New Boyle Noncompetition Agreement ” shall have the meaning set forth in Section 7.1(p).

          “ Noncompetition Agreement ” shall have the meaning set forth in Section 7.1(o) of this Agreement.

          “ Ordinary Course of Business ” shall mean the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

          “ Offer Letter ” shall have the meaning specified in Section 5.1 of this Agreement.

          “ Owned Property ” shall have the meaning set forth in Section 4.13 of this Agreement.

          “ Party ” shall have the meaning set forth in the preface above.

          “ PBGC ” shall mean the Pension Benefit Guaranty Corporation.

          “ Pension Plan ” shall mean the defined benefit pension plan that Holdings maintains for employees of Sellers.

          “ Permitted Exceptions ” shall have the meaning set forth in Section 4.13 of this Agreement.

          “ Person ” shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or other entity, or a governmental entity (or any department, agency, or political subdivision thereof).

          “ Prepaid Expenses ” shall mean the prepaid expenses and deposits of Southern Saw and Holdings as set forth on Exhibit C to this Agreement.

          “ Prohibited Transaction ” shall have the meaning set forth in ERISA Sec. 406, codified at 29 U.S.C. § 1106, and Code Sec. 4975.

          “ Property ” shall have the meaning set forth in Section 4.13 of this Agreement.

          “ Property Taxes ” shall have the meaning set forth in Section 2.12(a) of this Agreement.

          “ Purchase Price ” shall have the meaning set forth in Section 2.4 of this Agreement.

          “ Required Consents ” shall have the meaning set forth in Section 7.1(e) of this Agreement.

          “ Retained Liabilities ” shall have the meaning set forth in Section 2.3(b) of this Agreement.

          “ Representatives ” shall have the meaning set forth in Section 5.4 of this Agreement.

          “ Securities Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

          “ Security Interest ” shall mean any mortgage, pledge, lien, encumbrance, charge, restriction on transfer, conditional sales agreement, deed of trust or other security interest, other than (a) mechanic’s, materialmen’s, and similar liens, none of which secure obligations presently in default, (b) liens for ad valorem and similar Taxes not yet due and payable, (c) purchase money liens and liens securing rental payments under capital lease arrangements or other Indebtedness, if any, to be assumed by the Buyer, none of which secure obligations presently in default, (d) those Permitted Exceptions defined in Section 4.13(i) of the Disclosure Letter; and (e) other immaterial liens imposed by law, or otherwise arising, in the Ordinary Course of Business and not incurred in connection with the borrowing of money.

          “ Sellers ” shall have the meaning set forth in the preface above, and “ Seller ” shall mean either of them, without distinction.

          “ Seller Contracts ” shall have the meaning set forth in Section 2.1(f) of this Agreement.

          “ Sellers’ Accountants ” shall mean George A. Pennington & Co., LLC, the independent certified public accountants that audited the Financial Statements of the Sellers for the fiscal years of the Sellers ended June 30, 2004, June 30, 2005, and June 30, 2006.

          “ Set-Aside Program ” shall mean an affirmative action, minority set-aside, diverse business enterprise, minority business entity participation goal, historically under-utilized business participation goal or similar program.

          “ Statement of Assets Acquired ” shall have the meaning set forth in Section 2.5(a) of this Agreement.

          “ Structures ” shall have the meaning set forth in Section 4.13(e) of this Agreement.

          “ Stub Period ” shall mean the period from the Effective Date to the Closing Date.

          “ Subsidiary ” shall mean any corporation, partnership, limited liability company or other entity with respect to which a specified Person (or a Subsidiary thereof) owns a majority of the common stock or other ownership interest or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors or otherwise direct the management of the entity.

          “ Survey ” shall have the meaning set forth in Section 5.11(b) of this Agreement.

          “ Tax ” shall mean any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Sec. 59A), customs duties, capital stock, franchise, escheat, abandoned property, unclaimed property, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

          “ Tax Return ” shall mean any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

          “ Third Party Claim ” shall have the meaning set forth in Section 8.4(a) of this Agreement.

          “ Trade Accounts Payable ” shall mean the trade accounts payable of Southern Saw set forth in Schedule 2.3(a)(2) to be delivered at Closing.

          “ Trade Accounts Receivable ” shall mean all the valid trade accounts receivable of Southern Saw, but excluding any delinquent rent payable to Sellers, or either of them, in respect to the Investment Real Property.

      2.  TERMS OF THE PURCHASE .

           2.1 Purchase and Sale of Assets . On and subject to the terms and conditions of this Agreement, at the Closing, the Sellers agree to sell, convey, assign, transfer and deliver to the Buyer, and the Buyer agrees to purchase and acquire from the Sellers, free and clear of any Security Interest, all of the Sellers’ right, title and interest in and to all of the Sellers’ property and assets, real, personal or mixed, tangible and intangible, wherever located, including the following (but excluding the Excluded Assets) (collectively, the “ Acquired Assets ”):

               (a) all of the Trade Accounts Receivable except for the Aged Receivables, all of which shall be adequately reserved for an ongoing business in accordance with the following provisions of this Section 2.1;

               (b) all of the inventory of Southern Saw, all of which shall be usable except as adequately reserved for an ongoing business in accordance with the following provisions of this Section 2.1;

               (c) the Prepaid Expenses;

               (d) the Acquired Fixed Assets;

               (e) the Investment Real Estate;

               (f) all intangibles and goodwill of the Business (collectively, “ Acquired Intangibles and Goodwill ,” including: (1) all trade names presently or historically used by the Sellers in the Business as well as the trade names “Atlanta Sharptech” and “Southern Saw,” for the Buyer’s exclusive use worldwide (including as against the Sellers, who shall change their names and the names of all affiliated entities so that they make no reference to the trade names sold to the Buyer); (2) the websites and the phone numbers used by the Sellers in the Business; (3) all technologies, patents, formulas, bills of materials and processes used by the Sellers as well as all customer and vendor lists and other information necessary to operate the Business; (4) contract rights of Southern Saw in respect of contracts and leases that Southern Saw has with unaffiliated parties that are listed in Exhibit D to this Agreement (the “ Seller Contracts ”); and (5) the Sellers’ Kaiser medical insurance policy covering Sellers’ employees.

               (g) the right, to the exclusion of the Sellers’ rights, to hire employees of the Sellers, all of whom presently are employed by Holdings and none of whom are employed by Southern Saw;

               (h) all insurance benefits, including rights and proceeds, arising from or relating to the Acquired Assets or the Assumed Liabilities prior to the Closing; and

               (i) all claims of the Sellers against third parties relating to the Acquired Assets, whether choate or inchoate, known or unknown, contingent or noncontingent.

Notwithstanding the foregoing, the transfer of the Acquired Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Acquired Assets except for the Assumed Liabilities.

In accordance with the terms of the letter agreement between the parties dated August 1, 2006, Grant Thornton LLP has performed pre-close agreed-upon procedures in respect of the Trade Accounts Receivable, inventory and Trade Accounts Payable of Sellers. As a result of that audit, Buyer and Sellers have agreed to stipulate reserves for Trade Accounts Receivable and inventory. The sole reserve for Trade Accounts Receivable will be fifty percent (50%) of all Trade Accounts Receivable over ninety (90) days old but less than twelve (12) months old as of October 1, 2006. The inventory reserve will be $497,000.

           2.2 Excluded Assets . Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following excluded assets of the Sellers (collectively, the “ Excluded Assets ”), without duplication, are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of the Sellers after the Closing:

               (a) the Pension Plan;

               (b) the related-party receivables (including excess tax distributions and management fees, and other such receivables between Sellers and Davis Family Enterprises, LLC) of the Sellers;

               (c) all Trade Accounts Receivable of the Sellers that are aged more than 12 months at the Effective Date (the “ Aged Receivables ”);

               (d) all minute books, stock records, and corporate seals of the Sellers;

               (e) the shares of equity securities and partnership interests of the Sellers;

               (f) all insurance policies and rights thereunder (except for the Kaiser medical insurance policy included in the Acquired Assets and any other policies to the extent so provided in Section 4.20);

               (g) all of the agreements, contracts, leases, consensual obligations, promises or undertakings of the Sellers other than the Assumed Seller Contracts, with such other contracts being listed in Section 2.2(g) of the Disclosure Letter;

               (h) all personnel records and other records that the Sellers are required by law or need to retain in their possession;

               (i) all claims for refund of Taxes and other governmental charges of whatever nature;

               (j) all rights in connection with and assets of the Employee Benefit Plans;

               (k) all rights of the Sellers under this Agreement;

               (l) personal items of the employees, shareholders, partners, officers and directors of Sellers;

               (m) any monthly rental payments from the Investment Property received by Sellers prior to Closing and relating to periods prior to Closing;

               (n) the Boyle Agreement;

               (o) delinquent rent payable to Sellers, or either of them, in respect to Investment Real Property;

               (p) the property and assets expressly designated in Section 2.2 of the Disclosure Letter;

               (q) prorated portion (prorated as of the Effective Date) of any credit card subsidy from the American Express Company with respect to Southern Saw’s payment arrangements with COSTCO Wholesale Corporation; and

               (r) all assets not enumerated in Section 2.1.

           2.3 Liabilities .

               (a)  Assumed Liabilities . On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and discharge only the following Liabilities of the Sellers (the “ Assumed Liabilities ”):

               (1) the Trade Accounts Payable set forth in Schedule 2.3(a)(1) to be delivered at Closing, but also including any trade account payable arising in the Ordinary Course of Business (and not payable to an affiliate of Sellers), but not recorded as liabilities on October 1, 2006;

               (2) the accrued liabilities of Southern Saw incurred in the normal course of business and as set forth in Schedule 2.3(a)(2) to be delivered at Closing (“ Accrued Expenses ”), but including any liability arising in the Ordinary Course of Business (and not payable to an affiliate of Sellers), but not recorded as liabilities on October 1, 2006 (with the Accrued Expenses as of $83,050, 2006 being reflected in Exhibit N to this Agreement);

               (3) warranties, volume rebates, allowances and similar matters with respect to which and to the extent to which reserves therefor have been established on the books of the Sellers;

               (4) obligations of Sellers under the Seller Contracts set forth or described in Exhibit E to this Agreement, with such Seller Contracts having been entered into (A) with Persons other than Affiliates, and (B) in good faith (“ Assumed Seller Contracts ”); and

               (5) the Sellers’ Kaiser medical insurance policy (but not the related MetLife dental plan or the related life insurance plan or post-retirement medical benefits), including the obligation to handle under the Kaiser medical insurance policy the administration of COBRA for terminated employees of the Sellers.

               (b)  Retained Liabilities . The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by the Sellers. “ Retained Liabilities ” shall mean every Liability of the Sellers other than the Assumed Liabilities, including:

               (1) any Liability arising out of or relating to products of the Sellers to the extent sold prior to the Closing Date other than to the extent assumed under Section 2.3(a)(2), (3) and (4) above, with such Retained Liabilities therefore to include liability for warranty, volume rebates, allowances, and similar matters with respect to operations prior to the Closing Date to the extent the liability exceeds established reserves referenced in Sections 2.3(a)(4). Any such warranty work that exceeds established reserves will be performed by the Buyer for the Sellers’ account at the Buyer’s incremental cost;

               (2) subject to Section 2.3(a)(2), (3) and (4), any Liability that (A) in the case of matters covered by Sellers’ insurance, arises before or after the Closing Date and relates to any breach that occurred prior to the Closing Date, or (B) relates to any breach that occurred prior to the Closing Date;

               (3) any Liability for Taxes owed by Sellers, including (A) any Taxes arising as a result of the Sellers’ operation of their businesses or ownership of the Acquired Assets prior to the Effective Date, (B) any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement and (C) any deferred Taxes owed by Sellers of any nature, but excluding any such Taxes pro-rated by the parties pursuant to Section 2.12(a);

               (4) any Liability under any agreement, contract, lease, consensual obligation, promise or undertaking not assumed by the Buyer under Section 2.3(a);

               (5) any Liability under the Employee Benefit Plans maintained by Sellers, and any benefits accrued prior to the Closing Date relating to payroll, vacation (which the Sellers shall pay in full at or prior to Closing), except in each case Accrued Expenses set forth on Schedule 2.3(a)(2) assumed by Buyer and included in the computation of Acquired Working Capital reflected on the Statement of Assets Acquired;

               (6) any Liability under any employment, severance, retention or termination agreement with any employee of the Sellers or any of their Affiliates;

               (7) any Liability arising out of or relating to any pre-Closing employee grievance whether or not the affected employees are hired by the Buyer;

               (8) any Liability of either Seller to any Affiliate of the Sellers;

               (9) any Liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of the Sellers;

               (10) any Liability to distribute to any of the Sellers’ owners, or any of them, or otherwise to apply all or any part of the consideration received hereunder;

               (11) any Liability arising out of any legal proceeding pending as of the Closing Date, and any Liability arising out of any legal proceeding commenced after the Closing Date and arising out of or relating to any occurrence or event happening prior to the Closing Date, except for Liabilities arising out of the acts or omissions of Buyer prior to the Effective Date;

               (12) any Liability of the Sellers under this Agreement or any other document executed in connection with the transactions contemplated by this Agreement;

               (13) the Indebtedness, except to the extent that the same is expressly assumed by the Buyer in the Assumed Liabilities;

               (14) any Liability of the Sellers based upon the Sellers’ acts or omissions occurring after the Closing Date, except for acts or omissions requested by Buyer after the Closing Date or arising as a result of the acts or omissions of Buyer; and

               (15) liability under the Boyle Agreement.

           2.4 Purchase Price for the Acquired Assets. As the purchase price for the Acquired Assets, the Buyer shall pay the Sellers the Purchase Price, as determined under Sections 2.4, 2.5, 2.6, 2.7, and 2.8 of this Agreement (sometimes referred to as the “ Purchase Price ”). Subject to the following sentences of this Section 2.4, the purchase price for the Acquired Assets (the “ Purchase Price ”) will be the sum of (a) the book value on the books of Sellers of the Acquired Working Capital as of the Effective Date, which was $4,409,626, (b) the book value (net of depreciation) on the books of the Sellers of the Acquired Fixed Assets (excluding the Investment Real Estate), which was $1,878,000, (c) the amortized book value on the books of Sellers of the Acquired Intangibles and Goodwill of the Sellers described in Schedule 2.4 to this Agreement, to be executed and delivered at Closing, which was $135,666, and (d) an additional amount of $7,500,000. The Purchase Price shall be adjusted up or down as specified in Section 2.6 of this Agreement and the Purchase Price will be potentially subject to post-Closing adjustment as specified in Section 2.8 of this Agreement in order to arrive at the final Purchase Price. The Purchase Price shall be payable as set forth in Sections 2.6 and 2.7 of this Agreement. The Purchase Price will be reduced by $500,000 (but without duplication) if Boyle does not sign the New Boyle Noncompetition Agreement.

           2.5 Preparation of Statement of Assets Acquired .

               (a) On or prior to the Closing Date the parties shall prepare a statement of assets acquired and the Assumed Liabilities that would be reflected on a balance sheet (the “ Statement of Assets Acquired ”) as of the Effective Date. As agreed by the Sellers and the Buyer, Grant Thornton LLP (“ Grant Thornton ”) has performed agreed-upon procedures at the expense of the Buyer in respect of the Trade Accounts Receivable, the inventory, and the Trade Accounts Payable with a view toward assuring that the Statement of Assets Acquired is accurate as of a time that is close to the Effective Date. The Statement of Assets Acquired to be used on the Closing Date shall be prepared as of the Effective Date in a manner consistent with the Sellers’ June 30, 2005 audited financial statements and shall be consistent with GAAP but applying the special principles required for calculation of Acquired Working Capital as hereinafter set forth and the following additional rules:

               (1) No Aged Receivables or delinquent rent on the Investment Real Property shall be valued on the Statement of Assets Acquired, as the Aged Receivables and the delinquent rent on the Investment Real Property are Excluded Assets.

               (2) Trade Accounts Receivable aged more than 90 but less than 12 months shall be valued on the Statement of Assets Acquired at fifty percent (50%) of their face value (with this reserve to be the only reserve with respect to Trade Accounts Receivable, and will not be subject to post-closing audit adjustment).

               (3) Inventory shall be valued on the Statement of Assets Acquired net of an inventory reserve of $497,000 (and this reserve amount will be the only reserve with respect to inventory, and will not be subject to post-closing audit adjustment).

               (4) Without duplicating the matters set forth in Section 2.5(a)(1) the 2.5(a)(3) above, no Trade Accounts Receivable or inventory that previously has been written off shall be valued on the Statement of Assets Acquired.

               (5) No transaction-related expenses or fees shall be reflected on the Statement of Assets Acquired, it being agreed that each of the Sellers and the Buyer shall pay such expenses and fees out of their separate moneys.

               (6) On the Statement of Assets Acquired, all ad valorem taxes payable on the Acquired Assets shall be prorated as of the Effective Date as provided in Section 2.12(a).

               (b) As used in this Agreement, “ Acquired Working Capital ” shall mean the amount determined at any date of calculation (1) by adding together (A) the Trade Accounts Receivable at the date of calculation, net of any Trade Accounts Receivable that are Excluded Assets and any associated reserve for bad or questionable accounts as described in Section 2.3(a) above, (B) the inventory of Southern Saw at the date of calculation, net of any reserves for damaged, obsolete, or slow-moving items as set forth in Section 2.3(a) above, but in no event having an aggregate net value in excess of $3,060,000, and (C) the Prepaid Expenses, and (2) subtracting from the result obtained in clause (1) above the sum of (A) the Trade Accounts Payable at the date of calculation, and (B) the Accrued Expenses at the date of calculation.

           2.6 Stub Period Adjustments to the Estimated Purchase Price . Because the Closing will take place on the Closing Date but shall be deemed to have occurred earlier on the Effective Date, it shall be necessary to make cash adjustments to reflect certain cash transactions between the Effective Date and the Closing Date. Sellers shall provide Buyers on the Closing Date a written statement detailing all cash transactions of the Sellers during the Stub Period, reconciling the same back to Cash In and Cash Out and the net of which must agree with the change in the Sellers general ledger cash balances between the Effective Date and the Closing Date. Based on such information and reconciliation, on the Closing Date the Buyer will pay to the Sellers the amount by which the Cash Out is greater than the Cash In, and the Sellers will pay to the Buyer the amount by which the Cash In is greater than Cash Out. Any such payment due from the Buyer to the Sellers or from the Sellers to the Buyer shall be handled as upward or downward adjustment of the amount paid in respect of the Purchase Price on the Closing Date.

           2.7 Method of Payment of the Purchase Price . The Estimated Purchase Price, as adjusted pursuant to Section 2.6 above, shall be paid on the Closing Date as follows:

               (a) The Buyer shall pay to the Escrow Agent immediately available funds in an amount equal to $500,000 (the “ Escrow Amount ”), with the Escrow Amount and the earnings thereon (the “ Escrowed Proceeds ”) to be held and disposed of as provided in the Escrow Agreement in substantially the form attached hereto as Exhibit F (the “ Escrow Agreement ”). Except in cases of actual fraud of the Sellers, the Escrowed Proceeds would be the sole source available to the Buyer for (1) downward adjustments to the Purchase Price under Section 2.8 below, and (2) indemnification for breaches of representations, warranties, and covenants of the Sellers. Unless sooner disbursed in accordance with the Escrow Agreement, the Escrowed Proceeds shall be retained by the Escrow Agent until the date that is 18 months after the Closing Date as security for the Sellers’ representations and warranties and performance of their obligations under this Agreement. If there is any conflict between the terms of the Escrow Agreement and the description of the Escrow Agreement appearing in this Section 2.7(a), the terms of the Escrow Agreement shall control.

               (b) The Buyer shall pay to the Sellers by wire transfer of immediately available funds the excess of the Purchase Price (as calculated pursuant to the preceding provisions of this Section 2) over $500,000.

               (c) Within fifteen (15) days after the Closing Date, the Parties also shall compare a new reconciliation of Cash In and Cash Out during the Stub Period as contemplated by Section 2.6 of this Agreement. If such new reconciliation shall show an overpayment or an underpayment pursuant to Section 2.6,

then the responsible Party shall make the reconciling payment promptly. Notwithstanding anything in this Agreement apparently to the contrary, any amount payable by the Sellers to the Buyer pursuant to this Section 2.7(c) shall be payable from the Sellers’ separate funds and not from the Escrowed Proceeds.

           2.8 Post-Closing Adjustment to the Purchase Price .

               (a) After the Closing, subject to the following provisions of this Section 2.8, the Purchase Price as determined at the Effective Date by the Parties may be further adjusted based on the Statement of Assets Acquired, as of the Effective Date, as audited by Grant Thornton at the expense of the Buyer and completed within ninety days following the Closing Date. In connection with the preparation of the audited Statement of Assets Acquired, Grant Thornton shall observe the accounting rules and principles set forth in Section 2.5 above. In this regard, any post-Closing adjustment or audit will not question or consider the fifty percent (50%) reserve percentage for Trade Accounts Receivable of Section 2.5 or the $497,000 reserve for inventory specified in Section 2.5, and those reserves will apply for purposes of this Section 2.8. Unless disputed by Sellers, once the Statement of Assets Acquired has been audited, the final Purchase Price shall be determined. If the Sellers disagree with the final Purchase Price as so determined, then they may within ten Business Days deliver a written objection thereto (a “ Dispute Notice ”), and the Buyer and the Sellers shall jointly retain an accounting firm other than Grant Thornton to calculate the final Purchase Price, whose determination of the same shall be final and binding on the parties absent manifest error. In the event such an additional accounting firm is retained, half of the cost of retaining such additional accounting firm shall be paid by the Sellers and the other half shall be paid by the Buyer. Failure of the Sellers to provide a timely Dispute Notice shall constitute waiver of the Sellers’ right to dispute such post-Closing adjustment to the Estimated Purchase Price and shall allow the Buyer to make a drawing on the Escrowed Funds as contemplated by the Escrow Agreement. The Purchase Price as determined under this Section 2.8 shall be the final Purchase Price; provided, however , that if no adjustments to the Purchase Price determined as of the Closing Date in the manner contemplated by Section 2.6 or 2.7 shall have been made and no adjustment is made under this Section 2.8, then such Purchase Price calculated under Section 2.4 will be the final Purchase Price.

               (b) For each dollar that the net value of the Acquired Assets shown on the final Statement of Assets Acquired shall exceed the Purchase Price determined as of the Closing Date, the final Purchase Price shall be increased by one dollar, and for each dollar that net value of the Acquired Assets shown on the final Statement of Assets Acquired shall be less than the Purchase Price determined as of the Closing Date, the Final Purchase Price shall be decreased by one dollar. Any addition to the Purchase Price will be paid by the Buyer in ten Business Days and, subject to the following sentence, any decrease to the Purchase Price will be paid promptly from the Escrowed Proceeds. In the event of a decrease to the Purchase Price that results from: (i) an excess of assets on the books of Southern Saw as of the Effective Date over the correct assets on the books of Southern Saw as of the Effective Date (as determined under the procedure set forth in subsection (a)), (ii) an excess of the correct Assumed Liabilities of Southern Saw as of the Effective Date (as determined under the procedure set forth in subsection (a)) over the Assumed Liabilities as reported on the books of Southern Saw on the Effective Date; or (iii) a combination of (i) and (ii), then Sellers shall pay the excess assets amount, the deficient liability amount, or the combination of the excess asset amount and the deficient liability amount to the Buyer directly without payment from the Escrow Proceeds.

               (c) In addition to the adjustments under Section 2.8(a) and (b) above, the Parties also shall compare a new reconciliation of Cash In and Cash Out during the Stub Period as contemplated by Section 2.6(b) of this Agreement. If the Parties are unable to agree on such reconciliation of Cash In and Cash Out during the Stub Period, then they shall refer the matter for resolution to the additional accounting firm referenced in Section 2.8(a) above, whose reconciliation shall be final and binding in the absence of manifest error. If such new reconciliation shall show an overpayment or an underpayment pursuant to Section 2.6(b) at the Closing Date, then any amount payable by the Buyer will be paid by the Buyer in ten Business Days and any amount payable by the Sellers will be paid promptly from the Escrowed Proceeds.

           2.9 Deliveries at Closing . At the Closing, (a) the Sellers will deliver to the Buyer the various certificates, instruments, and documents referred to in Section 7.1 below, (b) the Buyer will deliver to the Sellers the various certificates, instruments, and documents referred to in Section 7.2 below, (c) the Sellers will execute, acknowledge (if appropriate), and deliver to the Buyer assignments (including real property and Intellectual

Property transfer documents) and such other instruments of sale, transfer, conveyance, and assignment as the Buyer and its counsel reasonably may request, (d) the Buyer shall execute, acknowledge (if appropriate), and deliver to the Sellers an assumption of Assumed Liabilities and such other instruments of assumption as the Sellers and their counsel reasonably may request, and (e) the Buyer will deliver to the Escrow Agent and the Sellers the consideration specified in Section 2.7 above.

           2.10 Allocation of the Purchase Price . The Parties agree to allocate the Purchase Price in accordance with Exhibit G . After the Closing, the Parties shall make consistent use of the allocation, fair market value and useful lives specified in Exhibit G for all Tax purposes and in all filings, declarations and reports with the IRS in respect thereof, including the reports required to be filed under Section 1060 of the Code. The Buyer shall prepare and deliver to Sellers a draft IRS Form 8594 (prepared in accordance with the preceding sentences of this Section) within 45 days after the Closing Date. If Sellers agree with the draft, the parties shall file such form with the IRS as necessary. If a disagreement exists, the parties will work out this disagreement in good faith. In any proceeding related to the determination of any Tax, neither the Buyer nor the Sellers (or any owner of the Sellers, or either of them) shall contend or represent that such allocation is not a correct allocation. If the Purchase Price shall be adjusted after Closing pursuant to Section 2.8 above, such allocation shall be revised so as to reflect the items that went into the adjustment.

           2.11 The Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Holland & Knight in Atlanta, Georgia, on the date of this Agreement (the “ Closing Date ”), but in any event to be deemed effective as of the Effective Date. Once the Closing shall have taken place on the Closing Date, the transfer of the Acquired Assets to the Buyer shall be deemed to have occurred on the Effective Date.

           2.12 Prorations .

               (a)  Property Taxes . General real estate taxes, personal property taxes, special assessments, and other governmental taxes and charges relating to the Acquired Assets (“ Property Taxes ”) and assessed for the year in which Closing occurs shall be prorated as of the Effective Date (with maximum discount), except that Property Taxes with respect to the Investment Real Property will be prorated as of the Closing Date. If Closing occurs before the actual Property Taxes for the year are known, the proration shall be upon the basis of the Property Taxes payable during the immediately preceding year; provided, however , that if Property Taxes payable during the year in which Closing occurs thereafter are determined to be more or less than the Property Taxes payable during the preceding year (after conclusion of any pertinent appeal of assessed valuation, as reasonably determined by the Buyer and Sellers), the Sellers and the Buyer promptly (but no later than 30 days after the date final invoices for such Property Taxes are issued by the applicable taxing authorities, except in the case of an ongoing tax protest) shall adjust the proration of Property Taxes, and the Sellers or the Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment (as a Retained Liability in the case of the Sellers).

               (b)  Rents . Rents and depreciation on the Investment Real Property will be prorated as of the Closing Date; provided, however , that October 2006 rents in respect of any particular tract of Investment Real Property as to which there is any delinquency in rent as of the Closing Date will be paid to Sellers as and when received.

               (c) Utilities . Solely with respect to those utilities that are paid for by Sellers (rather than by a tenant of Sellers), the Sellers will notify the utility companies servicing the Acquired Assets prior to the Closing that billing to Sellers for such utilities shall be discontinued at the end of the day preceding the Closing Date, and the Buyer will arrange with such utilities to have such billings for utility services charged to the Buyer from and after the Closing Date. The Buyer shall be entitled to refunds for all deposits therefor to the extent that the same are reflected in the Statement of Assets Acquired, but otherwise such deposit refunds shall go to the Sellers. The Sellers Shall pay at Closing all charges with respect to such utilities for periods prior to the Effective Date. If for any reason the Sellers’ utility charges to the Closing Date shall not be paid in full by virtue of the foregoing provisions, then the Sellers shall pay such amounts after Closing as a Retained Liability.

               (d)  Water . Solely with respect to those water meters that are paid for by Sellers (rather than by a tenant of Sellers), if there is a water meter on the real property included among the Acquired Assets, the Sellers shall have furnished at the Closing or will furnish as soon thereafter as practicable, a reading to a date not more than 30 days prior to the Effective Date, and the unfixed meter charge, the unfixed sewer rent and/or unfixed water charges, if any, based thereon for the intervening period shall be apportioned on the basis of such last reading, subject to adjustment upon receipt of the actual meter charge and sewer rent.

               (e)  Pending and Certified Liens . Certified liens levied by any governmental authority for which the work has been substantially completed and which are currently due and payable in full shall be paid by the Sellers.

      3.  REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSACTION .

           3.1 Representations and Warranties of the Sellers . The Sellers jointly and severally represent and warrant to the Buyer that each of the Sellers has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding joint and several obligation of the Sellers, enforceable in accordance with its terms and conditions. The Sellers need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement if the absence to obtain such authorization, consent or approval would have a material adverse effect on the Acquired Assets or the Business of the Sellers acquired by the Buyer under this Agreement.

           3.2 Representations and Warranties of the Buyer . The Buyer represents and warrants to the Sellers that the statements contained in this Section 3.2 are correct and complete as of the date of this Agreement and the Closing Date:

               (a)  Organization of the Buyer . The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of Delaware.

               (b)  Authorization of Transaction . Each of the Buyer and Kasco has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the transactions contemplated by this Agreement have been approved by the respective Boards of Directors of the Buyer and Kasco. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. Neither the Buyer nor Kasco need give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

               (c)  Noncontravention . Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (1) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer or Kasco is subject or any provision of its charter or bylaws or (2) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer or Kasco is a party or by which it is bound or to which any of its assets is subject. There is no litigation pending against the Buyer and relating to or affecting any of the transactions contemplated by this Agreement.

               (d)  Brokers’ Fees . Neither the Buyer nor Kasco has Liability to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which either of the Sellers could become liable or obligated.

      4.  REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLERS . The Sellers, jointly and severally, represent and warrant to the Buyer that the statements contained in this Section 4 are correct and complete as of the date of this Agreement, the Effective Date, and the Closing Date, except as set forth in the

disclosure letter delivered by the Sellers concurrently with the execution and delivery of this Agreement (the “ Disclosure Letter ”). Nothing in the Disclosure Letter shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Letter identifies the exception with reasonable particularity to put the Buyer on notice thereof. The Disclosure Letter will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4.

      4.1 Organization; Authorization .

               (a) Holdings is a corporation duly organized, validly existing and in good standing under the laws of Georgia, and Southern Saw is a limited partnership validly existing and in good standing under the laws of Georgia. Each Seller is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Each Seller has full corporate or limited partnership, as applicable, power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Section 4.1 of the Disclosure Letter lists the directors and officers of Holdings, who also control Southern Saw as a result of Holdings’ position as sole general partner of Southern Saw. Each Seller has delivered to the Buyer correct and complete copies of its organizational documents (including the charter and bylaws of Holdings and the certificate and agreement of limited partnership of Southern Saw), in each case as amended to date. The minute books (containing the records of meetings of the shareholders, the board of directors of Holdings, and any committees of the board of directors of Holdings), the stock certificate books of Holdings, and the stock record books of Holdings are correct and complete, and no meetings of the stockholders, board of directors or any committees of the board of directors have been held for which minutes have not been prepared and are not contained in such minute books. Neither Seller is in default under or in violation of any provision of its organizational documents.

               (b) Each Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding joint and several obligation of the Sellers, enforceable in accordance with its terms and conditions. The Sellers need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement if the absence to obtain such authorization, consent or approval would have a material adverse effect on the Acquired Assets or the Business of the Sellers acquired by the Buyer under this Agreement. The board of directors and the shareholders of Holdings (in the case of the shareholders, based upon a favorable vote of the participants in the Holdings ESOP, which owns 100% of the outstanding equity securities of Holdings), and Holdings, as the sole general partner of Southern Saw, and Holdings and Davis Family Enterprises, LLC, constituting all of the equity owners of Southern Saw, have approved this Agreement and the transactions contemplated by this Agreement. The vote of participants in the Holdings ESOP was not conducted in a manner inconsistent with any applicable statute, regulation, or provision of the documents governing the Holdings ESOP.

           4.2 Capitalization .

               (a)  Holdings . The entire authorized capital stock of Holdings consists of 7,513,051 shares of common stock, $0.10 par value, of which 7,513,051 are issued and outstanding and no shares are held in treasury. All of the issued and outstanding common stock of Holdings have been duly authorized, are validly issued, fully paid, and nonassessable, and are held of record by the Holdings ESOP. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Holdings to issue, sell, or otherwise cause to become outstanding any of its capital stock. None of the capital stock of Holdings was issued in violation of any applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder). There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Holdings. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of Holdings.

               (b)  Southern Saw . In its capacity as sole general partner of Southern Saw, Holdings owns 75% of the outstanding equity interests of Southern Saw, all of which is owned by Holdings as a general partner. Davis Family Enterprises, LLC owns as a limited partner the other 25% of the outstanding equity

interests of Southern Saw. All of the issued and outstanding equity interests of Southern Saw have been duly authorized, are validly issued, fully paid, and (in the case of limited partnership interest held by Davis Family Enterprises, LLC only) nonassessable. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Southern Saw to issue, sell, or otherwise cause to become outstanding any of its equity interests. No equity interest of Southern Saw was issued in violation of any applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder). There are no outstanding or authorized equity appreciation, phantom equity, profit participation, or similar rights with respect to Southern Saw. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the equity interests of Southern Saw.

           4.3 Noncontravention . Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (a) violate any provision of the organizational documents of either Seller or, to the Knowledge of the Sellers, violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the either of the Sellers is subject, or (b) to the Knowledge of the Sellers, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under any agreement, contract, lease, license, instrument, or other arrangement to which either Seller is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Security Interest upon any of the assets of either Seller). The Sellers need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement if the absence to obtain such authorization, consent or approval would have a material adverse effect on the Acquired Assets or the Business of the Sellers acquired by the Buyer under this Agreement. Without limiting the generality of the foregoing, the required majority of participants in the Holdings ESOP that owns 100% of the outstanding equity securities of Holdings have voted to approve and consummate the transactions contemplated by this Agreement.

           4.4 Brokers’ Fees . Except for the arrangement with the Engaged Banker, neither Seller has any Liability to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

           4.5 Title to Assets . The Sellers have good and marketable title to, or a valid leasehold interest in, the properties and assets used by them, located on their premises, or shown on the Most Recent Balance Sheet or acquired after the date thereof, free and clear of all Security Interests, except for properties and assets disposed of in the Ordinary Course of Business since the date of the Most Recent Balance Sheet. Without limiting the generality of the foregoing, the Sellers have good and marketable title to the Acquired Assets free and clear of all Security Interests.

           4.6 Subsidiaries . Except for Holding’s ownership of Southern Saw, the Sellers do not have any Subsidiaries.

           4.7 Financial Statements; Trade Accounts Receivable; Inventory .

               Attached hereto as Exhibit H are the following consolidated financial statements of Southern Saw (the “ Financial Statements ”): (a) consolidated balance sheet and statements of income, changes in stockholders’ equity, and cash flow as of and for the fiscal year ended June 30, 2006 (the “ Most Recent Fiscal Year End ”) for Southern Saw, as audited by the Sellers’ Accountants, (b) audited consolidated balance sheets and statements of income, changes in stockholders’ equity, and cash flow as of and for the fiscal years ended June 30, 2005 and June 30, 2004 for the Sellers, as audited by the Sellers’ Accountants, and (c) unaudited consolidated balance sheet and statements of income, changes in stockholders’ equity, and cash flow (the “ Most Recent Financial Statements ”) as of and for the two months ended August 31, 2006 (the “ Most Recent Fiscal Month End ”) for Southern Saw. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except as otherwise noted in such Financial Statements. The Trade Accounts Receivable have arisen in the normal course of business and represent or will represent valid obligations arising from sales actually made or services actually performed by Sellers in the Ordinary Course of Business, and, to

Sellers’ Knowledge, the reserve established in Section 2.5 is adequate for an ongoing business. The inventory will be usable, and, to Sellers’ Knowledge, the reserve established in Section 2.5 is adequate for an ongoing business.

           4.8 SEC Filings . To the Knowledge of the Sellers, neither Seller is required to file any registration statements, prospectuses, reports, schedules, forms, statements or other documents with the Securities and Exchange Commission.

           4.9 Events Subsequent to Most Recent Fiscal Year End . To the Knowledge of the Sellers, since the Most Recent Fiscal Year End, there has not been any material adverse change i