ASSET PURCHASE AGREEMENT

Exhibit 10.12

EXECUTION COPY

ASSET PURCHASE AGREEMENT

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This Asset Purchase Agreement (the "AGREEMENT") dated December 28, 2006,

by and between Illinois Tool Works Inc., a Delaware corporation, having its

principal office at 3600 West Lake Avenue, Glenview, Illinois 60026 ("ITW"), ITW

Canada, a limited partnership governed by the law of Ontario, having its head

office at 241 Gough Road, Markham, Ontario L3R 5B3 ("ITW CANADA"), represented

by its general partner ITW Canada Management Company, a corporation governed by

the law of Nova Scotia, (ITW and ITW Canada individually and collectively the

"SELLERS"), and OMG Roofing, Inc., a Delaware corporation having its principal

office at 153 Bowles Road, Agawam, Massachusetts 01001-0508 (the "Buyer") and

OMG, Inc., a Delaware corporation having its principal office located at 153

Bowles Road, Agawam, Massachusetts 01001-0508 (the "PARENT").

W I T N E S S E T H:

WHEREAS, ITW is presently engaged in the mechanical roof and fastener

business, including the business of manufacture and sale of fastener assemblies,

namely, washers or plates, through it's Buildex Division, and pursuant to this

Agreement is selling the Buildex mechanical roof & fastener business, which

business involves fasteners when used in combination with washers or plates, or

in combination with roofing battens and tools for installing such fastener

assemblies or roofing battens; but only those fasteners, washers or plates which

are specifically used for attaching single or multi-ply flexible membranes or

insulation sheets to underlayment substrates, such as metal, wood, gypsum-based,

cement or concrete decking, in a flat roof design, in order to provide sealing

and/or insulation, in the territory of North America (the "BUSINESS"). The

Business specifically excludes (i) all other roof fastening applications

manufactured and/or sold by other divisions of ITW, for example, fastener

assemblies, such as pins and washers, and tools for attaching decking, steel,

thin metal, metal cladding, concrete or other materials; (ii) self-drilling

fasteners whether or not used in combination with washers or plates, for

example, TAPCON(R) anchors, whether or not used to install flexible membranes or

insulation sheets by end-users; (iii) insulation fasteners, whether or not used

in combination with washers for plates, for fastening insulation between metal

substrates, for example, insulation TEKS(R) fasteners; (iv) all other building

construction applications and products, for example, attaching insulation to

structures wherein a finish is applied over the insulation (i.e., Exterior

Insulation and Finish Systems or EIFS), or flashing products; (v) any adhesive

or sealant products whether or not used in roofing applications or for attaching

flexible membranes or insulation sheets to underlayment substrates or for

adhering seams therebetween; and (vi) any and all other businesses of the

Sellers whether within or without the territory of North America.

WHEREAS, the Buyer wishes to buy from Sellers, and Sellers wish to sell,

assign and transfer to the Buyer the assets of the Business sold hereunder and

certain liabilities of Sellers as set forth herein;

WHEREAS, Sellers and Buyer desire to make certain representations,

warranties and agreements in connection with the acquisition contemplated herein

(the "ACQUISITION") and also wish to set forth various conditions precedent to

the consummation of the Acquisition;

NOW, THEREFORE, in consideration of the mutual covenants, representations

and warranties made herein, and of the mutual benefits to be derived hereby, the

parties hereto agree as follows:

1. PURCHASE AND SALE

1.1 PURCHASE AND SALE OF ASSETS. Subject to and upon the terms and

conditions set forth in this Agreement, as of the Closing (as defined below),

Sellers will sell, transfer, convey, assign and deliver to Buyer and Buyer will

purchase, acquire and take assignment and delivery of the Purchased Assets of

the Business. The term "PURCHASED ASSETS" shall mean all of the Sellers' right,

title and interest in and to certain assets, properties and rights, real and

personal, tangible and intangible of the Business, except for those Assets not

specifically transferred hereunder and except for Excluded Assets (as defined

below). The Purchased Assets specifically include all rights, title and interest

of the Sellers as of the Closing in and to any of the following which are held

by, used in or otherwise constitute the Business (other than any Excluded

Asset):

1.1.1 Tangible Assets including machinery, equipment, laptop

computers (used by sales employees), vehicles and other transportation

equipment, tools, dies, molds and parts and similar property ("Tangible Assets")

to the extent owned by Sellers and (i) located at 1500 W. Bryn Mawr, Itasca, IL

60143 (the "1500 Facility") including those listed on SCHEDULE 1.1.1(I), (ii)

Tangible Assets located at Amber Engineering or other outside vendors and

specifically associated with the Business- including those Tangible Assets

listed on SCHEDULE 1.1.1(II), and (iii) those Tangible Assets specifically

listed on SCHEDULE 1.1.1(III) which are located at ITW Buildex 1349 W. Bryn

Mawr, Itasca, IL 60143( the"1349 facility").

1.1.2 Inventories of raw materials, work-in-process, and finished

products of the Business wherever located, including, but not limited to,

inventories at the 1500 Facility or with ITW Canada and inventories of spare

parts, replacement and component parts for the machinery at the 1500 Facility

(collectively, the "Inventories").

1.1.3 Reserved.

1.1.4 All open Business customer purchase orders, including those

listed on SCHEDULE 1.1.4(I), which list shall be current as of November 28,

2006, and certain other contracts, including all vendor/supplier contracts,

including those listed on SCHEDULE 1.1.4(II), which list shall be current as of

November 28, 2006. All vendor/supplier contracts are included as part of the

Purchased Assets, provided that no such individual contract provides for

purchases in excess of $25,000 in the aggregate. A list of the suppliers/vendors

the Business has done business with in the year 2006 where purchases have

exceeded $4,000 is set forth on SCHEDULE 1.1.4(III). A list of all Manufacturers

Representatives of the Business is set forth on SCHEDULE 1.1.4(IV). A list of

all customers in rebate programs of the Business is set forth on SCHEDULE

1.1.4(V).

1.1.5 Accounts receivable held by the Sellers in the U.S. and Canada

from customers which are exclusive customers of the Business as listed on

SCHEDULE 1.1.5, which list shall be current as of December 19, 2006.

1.1.6 INTELLECTUAL PROPERTY ASSETS. Certain of Sellers' intellectual

property rights exclusively used in the Business including: (i) patents, patent

rights, patent applications, trademark registrations and common law trademark

rights, (ii) names, (iii) service names, (iv) brand marks, (v) trade names, (vi)

symbols, and (vii) logos, all as set forth on SCHEDULE 1.1.6, (viii) websites,

URLs, and domain names comprised of or confusingly similar to the items listed

in the preceding items (i) through (vii) above, and (ix) customer lists for the

Business (collectively, the "INTELLECTUAL PROPERTY ASSETS"). It is understood

that Sellers shall not transfer any rights, title or interest in or to the

following trademarks, trade names and/or service marks and that the following

are not transferred pursuant to this Agreement: any other intellectual property,

including the names ITW; ILLINOIS TOOL WORKS INC.; ITW BUILDEX; ITW CONSTRUCTION

PRODUCTS; BUILDEX; BX; BUILDING IDEAS THAT WORK; AUTOTEKS; AUTOTRAXX; and any

logos including, the Hardhat Logo, used by ITW, any business unit or subsidiary

of ITW, ITW Construction Products, and/or ITW Canada (collectively, the "BUILDEX

TRADEMARKS"); PROVIDED, HOWEVER, that any inventory currently packaged and

displaying Buildex Trademarks, as of the Closing Date (as defined herein), may

be sold by Buyer until fourteen (14) weeks after the Closing Date. Buyer agrees

not to use the Buildex Trademarks, or any marks similar to the Buildex

Trademarks, to identify or market its goods or services, at any time, and except

for the aforementioned fourteen week period, Buyer shall at no time market or

identify its goods or services as formerly sponsored by, originally invented by,

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or related to Sellers or ITW Buildex. Notwithstanding the provisions of the

preceding sentence, nothing in this Agreement shall prevent the Buyer from

repackaging and selling the Inventories under a different brand name after the

Closing Date;

1.1.7 All rights to causes of action, lawsuits, judgments, claims

and demands of any nature available to or being pursued by the Sellers,

exclusively with respect to the Business or the ownership, use, function or

value of any Purchased Asset, whether arising by way of counterclaim or

otherwise;

1.1.8 To the maximum extent permitted by law, without the consent of

any other party, all guarantees, warranties, indemnities and similar rights

relating exclusively to the Business or to any Purchased Assets.

1.1.9 Computer Intangible Property: The parties understand that

there may be some intangible property, such as certain financial information

contained in laptops Sellers are keeping, to be included in the Purchased

Assets. Information contained therein shall be downloaded and provided to Buyer

after the Closing. Sellers agree to convey this information promptly.

Subject to the terms and conditions of this Agreement, at the Closing, the

Purchased Assets shall be transferred or otherwise conveyed to Buyer free and

clear of all liabilities, obligations, liens, claims and encumbrances.

1.2 EXCLUDED ASSETS. Notwithstanding the foregoing, the Sellers will

retain and not transfer, and Buyer will not purchase or acquire, the following

assets relating to the Business (collectively, the "EXCLUDED Assets"):

1.2.1 The tax and corporate records including Articles of

Incorporation, corporate seal, minute books, stock books and other records

having to do with the corporate organization of Sellers;

1.2.2 Any cash, cash equivalents, and bank accounts;

1.2.3 Accounts receivable of the Sellers that are not exclusive

Customers of the Business.

1.2.4 All tangible and intangible assets including machinery,

equipment, computers, vehicles and other transportation equipment, tools, dies,

molds and parts and similar property not specifically transferred hereunder;

1.2.5 Insurance benefits with respect to any liabilities that are

threatened against, retained by, or otherwise imposed upon Sellers, whether

related to the Business or otherwise;

1.2.6 All proceeds from insurance policies payable to Sellers to the

extent such amounts reimburse Sellers for amounts expended to repair or replace

any Purchased Asset prior to the Closing Date;

1.2.7 All claims, rights, interests and proceeds with respect to

refunds of taxes (including property taxes) for periods ending on or prior to

the Closing Date and all rights to pursue appeals of the same;

1.2.8 All intellectual property, including all patents, patent

applications, trade secrets, technical information, know-how, trademarks, trade

names, copyright, service marks, and domain names not listed on SCHEDULE 1.1.6

or the Buildex Trademarks;

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1.2.9 Any employee benefit or incentive plan, agreement or

arrangement (with the exception of ITW's vacation plan as provided for herein),

including, without limitation, any pension, life insurance, profit sharing,

bonus, incentive, deferred compensation, stock purchase, stock option, group

insurance, cafeteria, severance pay or retirement plan, agreement or

arrangement;

1.2.10 All general ledgers and books of account maintained

by the Sellers with regard to the Business; and

1.2.11 All other properties of Sellers, tangible and

intangible, that are not a part of the Purchased Assets of the Business.

1.3 ASSUMPTION OF LIABILITIES

1.3.1 Subject to the terms and conditions set forth herein, at the

Closing, the Buyer shall assume and agree to pay, honor and discharge when due

the following liabilities related to the Business or the Purchased Assets

existing at or arising on or after the Closing Date (collectively, the "ASSUMED

LIABILITIES"):

1.3.1.1 any and all liabilities, obligations and commitments

relating to the Business or the Purchased Assets that are reflected and to the

extent accrued on the Financial Statements (as defined below), (but excluding

liabilities to ITW) and all such liabilities, obligations and commitments as

such may change in the ordinary course of business between the date of such

Financial Statements and Closing except, in each case, for Excluded Liabilities;

1.3.1.2 any liability, obligation, cost or expense relating to

any claim, litigation or proceeding based on the conduct of the Business, the

products sold or the ownership, possession, use or sale of the Purchased Assets

subsequent to the Closing Date;

1.3.1.3 accrued vacation for Transferees (as defined below)

pursuant to Sellers' vacation policy as set forth in the November Financial

Statements, as such vacation entitlement may change in the ordinary course of

business between the date of the November Financial Statements and Closing; and

1.3.1.4 To the extent assignable, any and all liabilities,

obligations and commitments arising out of the agreements, contracts and

commitments entered into by the Sellers exclusively in connection with the

Business, including open Business purchase orders and other contracts listed on

SCHEDULE 1.1.4 including, without limitation, upon consent of the Lessor, the

Lease for the 1500 Facility.

1.3.2 The Buyer hereby assumes the Assumed Liabilities, effective

upon and subject to the Closing. The Buyer shall also execute and deliver to

Sellers an assumption agreement in a form reasonably satisfactory to Sellers

(the "ASSUMPTION AGREEMENT"), if requested in writing by the Sellers at or after

the Closing.

1.3.3 As of the Closing Date, Buyer shall assume any and all

liabilities, obligations and commitments arising from and after the Closing

relating to maintenance, renewal, prosecution, issuance, opposition, attorney,

assignment, recording, and/or other fees relating to the Intellectual Property

Assets transferred hereunder, and any and all royalty payments and/or

obligations due pursuant to the License Agreements attached in SCHEDULE 3.10.

1.4 EXCLUDED LIABILITIES. Except for the Assumed Liabilities, Sellers

shall retain and be fully liable and responsible for and, therefore, Buyer shall

not assume, agree or be obligated to pay, perform or discharge at any time, any

Taxes (as defined below), claims, liabilities, suits, actions, obligations or

commitments, whether known or unknown, contingent or otherwise relating to or

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arising out of the operation of the Business or the ownership of the Purchased

Assets prior to the Closing and any Taxes (as defined below) in connection with

this transaction (including but not limited to, sales and use taxes and real

property transfer taxes if any), including, but not limited to (collectively,

the "EXCLUDED LIABILITIES"):

1.4.1 any liability or obligation of Sellers to the extent arising

out of (i) any suit, action, proceeding, arbitration, mediation, inquiry or

pending or threatened investigation concerning any event occurring prior to the

Closing or (ii) any actual or alleged breach of applicable law prior to the

Closing;

1.4.2 any liability or obligation of Sellers for any federal, state,

local or other taxes, including, without limitation, corporate income taxes,

property taxes, sales taxes and any other taxes of any kind or description

attributable to periods (or portions thereof) prior to the Closing, whether or

not relating to the Business and, with respect to periods subsequent to the

Closing, other than with respect to the operation of the Business or the

ownership or use of the Purchased Assets;

1.4.3 any liability or obligation attributable to any Employment

Plan of Sellers with the exception of vacation entitlement earned by Transferees

pursuant to the Sellers' vacation policy as of the Closing Date. For the

purposes of this Agreement, Employment Plan shall mean (i) all employee benefit

plans (as defined in Section 3(3) of the Employee Retirement Income Security Act

of 1974, as amended ("ERISA"), (ii) each loan to a non-officer employee, loans

to officers and directors and any stock option, stock purchase, phantom stock,

stock appreciation right, supplemental retirement, severance, sabbatical,

medical, dental, vision care, disability, employee relocation, cafeteria benefit

(Code Section 125) or dependent care (Code Section 129), life insurance or

accident insurance plans, programs, agreements or arrangements, (iii) all bonus,

pension, profit sharing, savings, deferred compensation or incentive plans,

programs, agreements or arrangements, (iv) other fringe or employee benefit

plans, programs, agreements or arrangements of the Company and its subsidiaries

and (v) any current or former employment, change of control, retention or

executive compensation or severance agreements, written or otherwise, as to

which unsatisfied obligations of the Company or any of its subsidiaries remain

for the benefit of, or relating to, any present or former employee, consultant

or director of the Company or any of its subsidiaries (collectively, the

"Employment Plan"); and

1.4.4 any and all fees, costs or expenses of any person, firm,

corporation or other entity acting on behalf of, or representing Sellers as a

broker, finder, investment banker, financial advisor, accountant, attorney or

other representative, in connection with this Agreement and the transactions

contemplated hereby.

1.5 NON-ASSIGNMENT OF CERTAIN ASSUMED CONTRACTS. Except as otherwise

specified in SCHEDULE 1.1.4, to the extent that the assignment hereunder of any

of the Assumed Contracts (as hereinafter defined) shall require the consent of

any other party (or in the event that any of the same shall be nonassignable),

neither this Agreement nor any action taken pursuant to its provisions shall

constitute an assignment or an agreement to assign if such assignment or

attempted assignment would constitute a breach thereof or result in the loss or

diminution thereof; PROVIDED, HOWEVER, that upon Buyer's written request,

Sellers shall use commercially reasonable efforts to assist Buyer in obtaining

consents or approvals from third parties as may be necessary to complete any

transfer of any such Assumed Contract; PROVIDED, FURTHER, that if such consent

is not obtained, Sellers shall cooperate with Buyer in any reasonable

arrangement designed to provide for Buyer the full benefits of any such Assumed

Contract including, without limitation, enforcement, for the account and benefit

of Buyer, of any and all rights of Sellers against any other person with respect

to any such Assumed Contract.

2. PURCHASE PRICE

2.1 PURCHASE PRICE. On the terms and subject to the adjustment provisions

set forth in this Agreement, Buyer agrees to pay or cause to be paid to Sellers

an aggregate of TWENTY-FOUR Million Dollars (US$24,000,000) (the "PURCHASE

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PRICE") and to assume the Assumed Liabilities as provided in Section 1.3. The

Purchase Price shall be payable at the Closing by the wire transfer of

immediately available funds subject to certain adjustments as set forth on

SCHEDULE 2.1 and to the adjustment as set forth in Section 2.3 below. The

Purchase Price shall be disbursed at Closing in accordance with SCHEDULE 2.1.

2.2 ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be allocated

among the acquired assets in accordance with Section 1060 of the Internal

Revenue Code and Treasury Regulations promulgated thereunder. In connection with

the determination of the foregoing allocation schedule, the parties shall

cooperate with each other and provide such information as any of them shall

reasonably request. The parties will each report the federal, state and local

and other tax consequences of the purchase and sale contemplated hereby

(including the filing of Internal Revenue Service Form 8594) in a manner

consistent with such allocation.

2.3 PURCHASE PRICE ADJUSTMENT.

2.3.1 The Purchase Price assumes a net asset value at Closing of at

least FOUR MILLION SEVEN HUNDRED AND SIX THOUSAND AND TWO HUNDRED AND FORTY

DOLLARS ($4,706,240.00) ("Target Net Asset Value") based on the net asset value

of the Business as of December 31, 2005 as set forth on SCHEDULE 2.3.1. For

purposes of this Agreement, the term "Net Asset Value" shall have the meaning

set for on SCHEDULE 2.3.1.

2.3.2 Sellers shall conduct a physical inventory at or before

Closing, in accordance with generally accepted accounting principles

consistently applied and consistent with past practices ("CLOSING Inventory").

Buyer shall have the right to observe the Closing Inventory.

2.3.3 At Closing, Sellers shall provide Buyer an estimated Net Asset

Value schedule dated as of November 30, 2006 ("ESTIMATED CLOSING DATE NET ASSET

VALUE SCHEDULE") prepared in accordance with generally accepted accounting

principles and in a manner consistent with SCHEDULE 2.3.1.

2.3.4 If the TARGET NET ASSET VALUE is greater than the Net Asset

Value on the Estimated Closing Date Net Asset Value Schedule, the Purchase Price

shall be decreased by the amount of the difference. If the TARGET NET ASSET

VALUE is less than the Net Asset Value on the ESTIMATED CLOSING DATE NET ASSET

VALUE SCHEDULE the Purchase Price shall be increased by the amount of the

difference.

2.3.5 Within 30 business days after Closing, Sellers shall provide

to Buyer a net asset value schedule dated as of the Closing Date ("CLOSING DATE

NET ASSET VALUE SCHEDULE") prepared in accordance with generally accepted

accounting principles and in a manner consistent with SCHEDULE 2.3.1. Buyer

shall be allowed immediate access to all work papers and accounting documents

relevant to the preparation of SCHEDULE 2.3.1, the ESTIMATED CLOSING DATE NET

ASSET VALUE SCHEDULE and the CLOSING DATE NET ASSET VALUE SCHEDULE.

2.3.6 The Purchase Price adjustment shall be determined as follows:

2.3.6.1 If the Net Asset Value on the CLOSING DATE NET ASSET

VALUE SCHEDULE is less than the Net Asset Value on the ESTIMATED CLOSING DATE

NET ASSET VALUE SCHEDULE, the Purchase Price shall be decreased by the amount of

the difference; if the Net Asset Value on the CLOSING DATE NET ASSET VALUE

SCHEDULE is greater than the Net Asset Value on the ESTIMATED CLOSING DATE NET

ASSET VALUE SCHEDULE, the Purchase Price shall be increased by the amount of the

difference.

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2.3.6.2 Upon preparation and agreement of the CLOSING DATE NET

ASSET VALUE SCHEDULE, final payment of the Purchase Price Adjustment based on

the CLOSING DATE NET ASSET VALUE SCHEDULE shall be made within 30 days after

agreement on the Purchase Price Adjustment.

2.3.7 If the parties cannot agree on the CLOSING DATE NET ASSET

VALUE SCHEDULE and the corresponding final Purchase Price Adjustment by the end

of the 30th business day after Buyer's receipt of the CLOSING DATE NET ASSET

VALUE SCHEDULE, then the matter shall be referred to Ernst & Young, first, and

if it declines the engagement or there is an actual or perceived conflict of

interest, then to KPMG, and if both shall decline the engagement then to another

nationally recognized independent certified public accounting firm (other than

Deloitte and Touche and Buyer's independent auditor) selected jointly by Buyer

and Sellers ("INDEPENDENT PUBLIC ACCOUNTANTS") whose decision shall be final.

The Independent Public Accountants shall be guided in reaching their decision by

this Agreement, and then to the extent not inconsistent by generally accepted

accounting principles as applied by Sellers in preparation of SCHEDULE 2.3.1 and

applicable provisions of this Agreement. The decision of the Independent Public

Accountants shall be made within thirty (30) days after their retention, and

payment of the Purchase Price Adjustment shall be made within ten (10) days

thereafter. The fees of the Independent Public Accountants shall be paid by the

parties and allocated among them based on their estimate of the Purchase Price

Adjustment and how close it was to the amount ultimately determined by the

Independent Public Accountants, with such allocation to be determined by the

Independent Public Accountants.

3. SELLERS' REPRESENTATIONS AND WARRANTIES. Sellers jointly and severally

represent and warrant to the Buyer as follows:

3.1 CORPORATE STATUS. ITW is a corporation duly organized, validly

existing and in good standing under the laws of the State of Delaware. ITW

Canada is a corporation duly organized, validly existing and in good standing

under the laws of Ontario, Canada. Sellers have the corporate power to carry on

its business as it is now being conducted. Sellers are duly qualified or

licensed to do business and are in good standing as a foreign corporation in

each jurisdiction in which the ownership or leasing of any Purchased Asset or

the transaction of business by the Business requires them to be so qualified or

licensed, except where the failure to be so qualified or licensed would not in

the aggregate reasonably be expected to have a material adverse effect on the

operations of the Business (as now conducted), or the assets, properties,

rights, prospects or condition (financial or otherwise) of Sellers, or a

combination thereof.

3.2 CORPORATE POWER AND AUTHORITY. Sellers have the full power, authority

and legal right to execute, deliver and perform this Agreement, the Bill of

Sale, the Intellectual Property Assignment (as such term is defined herein), and

all other agreements, documents and instruments required to be executed by

Sellers pursuant hereto (collectively, the "Seller Agreements"). All necessary

corporate action has been taken by Sellers with respect to the execution,

delivery and performance by Sellers of this Agreement and the Seller Agreements

and the consummation of the transactions contemplated hereby and thereby, and no

further corporate authorization will be necessary to authorize the execution and

delivery by Sellers and the performance of its obligations under this Agreement

or the Seller Agreements. The Seller Agreements constitute, and when executed

and delivered will constitute, legal, valid and binding agreements of Sellers

enforceable against Sellers in accordance with their terms, except as may be

limited by bankruptcy, insolvency and other similar laws affecting creditors'

rights generally and by general equity principles.

3.3 NO CONFLICTS. The execution, delivery and performance by Sellers of

this Agreement, and the consummation of the transactions contemplated hereby, do

not and will not conflict with or result in a violation of or a default under

(with or without the giving of notice or the lapse of time or both) (i) any law

applicable to Sellers or any of the properties or assets of Sellers (including

the Purchased Assets), (ii) the certificate of incorporation or by-laws or other

organizational documents of Sellers, (iii) any contract, agreement or other

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instrument to which Buyer will be bound after the Closing Date, except for

violations or defaults which would not, individually or in the aggregate, have a

material adverse effect on the business, properties, related to or arising from

contracts not assumed hereunder, or which (iv) violate any order, writ,

injunction, decree, judgment, ruling, law, rule or regulation of any federal,

state, county, municipal or foreign court or governmental authority applicable

to the Sellers or relating to the Business or Purchased Assets. No governmental

approval or other consent is required to be obtained or made by Sellers in

connection with the execution and delivery of this Agreement or the consummation

of the transactions contemplated hereby.

3.4 FINANCIAL STATEMENTS. Sellers have delivered to Buyer unaudited

financial statements of the Business as of and for the periods ended December

31, 2004 and December 31, 2005 (the "FINANCIAL STATEMENTS") and unaudited

financial statements for the eleven-month period ended November 30, 2006 (the

"NOVEMBER FINANCIAL STATEMENTS"). With the exception of December 31, 2004, which

only includes a statement of income, the Financial Statements include a balance

sheet and statements of income and a cash flow statement. The Financial

Statements have been prepared in all material respects in accordance with

generally accepted accounting principles ("GAAP") consistently applied, except

that the Financial Statements omit footnotes that would ordinarily be contained

in accordance with GAAP. To the extent that footnotes to the Financial

Statements have not been delivered to Buyer, such footnotes do not contain

information that may reasonably have a material adverse effect on the Business.

The balance sheet included in the Financial Statements does not include any

assets or liabilities (other than the Excluded Assets) that do not constitute

part of the Business or the Purchased Assets after giving effect to the

transactions contemplated hereby, and presents fairly the financial condition of

the Business as of the date of such balance sheet. The statement of income

included in the Financial Statements does not include any footnote references or

reflect the operations of any entity or business that do not constitute a part

of the Business after giving effect to all such transactions and presents fairly

the results of operations of the Business for the period indicated.

3.5 TAXES. Sellers have (or by the Closing will have) duly and timely

filed all federal, state, county, local and foreign income, excise, property,

sales and other tax returns relating to the Business required to be filed on or

before the Closing Date. In addition, Sellers have paid (or by the Closing will

accrued for or have paid) all taxes relating to the Business including, but not

limited to income, unitary, sales, use, ad valorem, franchise, withholding,

payroll, excise, property, custom, duty or other tax, governmental fee or other

like assessment or charge of any kind whatsoever (collectively, "TAXES"),

together with any interest or penalty, which have become due or payable on or

prior to the Closing. With respect to the period prior to the Closing, all Taxes

required to be withheld by or on behalf of the Sellers in connection with

amounts paid and social security contributions due or owing with respect to any

employee, independent contractor, creditor or other party with respect to the

Business have been (or by the Closing will have been) withheld, and such

withheld Taxes either have been or will be duly and timely paid to the proper

governmental authorities or set aside in accounts for such purpose.

3.6 LITIGATION. Except as disclosed on SCHEDULE 3.6, there is no

litigation, arbitration, investigation or other proceeding of or before any

court, arbitrator or governmental or regulatory official, body or authority

pending or to Sellers' knowledge threatened against Sellers which relates to any

of the Purchased Assets, the Business or the transactions contemplated by this

Agreement, nor to the best of knowledge of Sellers is there any basis for such

litigation, arbitration, investigation or other proceeding. Sellers are not a

party to any judgment, order, writ, injunction, decree or award of any court,

arbitrator or governmental or regulatory official, body or authority which

affects the Purchased Assets or the Business or the transactions contemplated by

this Agreement. The Sellers have not received or suffered any claim(s) in the

past five (5) years which individually exceed Twenty Five Thousand Dollars

($25,000.00) or One Hundred Thousand Dollars ($100,000) in the aggregate

relating to the Purchased Assets or the Business involving (i) personal injuries

or property damage which were caused or alleged to have been caused by the

products of the Business; or (ii) product defects or warranty non-conformities;

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or (iii) any other claim for contribution or indemnification against the Sellers

with respect to the operations of the Business.

3.7 COMPLIANCE WITH LAWS AND OTHER INSTRUMENTS. Except for environmental

matters which are the subject of SECTION 3.15 hereof, Sellers have complied in

all material respects with all existing laws, rules, regulations, ordinances,

orders, judgments and decrees now applicable to the Business, its operations as

presently conducted, or the Purchased Assets except where the failure to so

comply would not have a material adverse effect on the Business or the Purchased

Assets individually or in the aggregate. Except as set forth in SCHEDULE 3.7, to

the best of Sellers' knowledge, neither the ownership nor the use of the

Purchased Assets in the Business, nor the conduct of the Business, conflicts

with the rights of any other person, firm or corporation or violates, with or

without the giving of notice or the passage of time, or both, or will violate,

conflict with or result in a default, right to accelerate or loss of rights

under, any terms or provisions of its certificate of incorporation or by-laws as

presently in effect, or any lien, encumbrance, mortgage, deed of trust, or

license to which Sellers are a party or by which Sellers or the Purchased Assets

may be bound or affected, except for conflicts, violations and defaults

disclosed on SCHEDULE 3.7, which would not in each case or in the aggregate have

a material adverse effect on the Business.

3.8 TITLE TO PROPERTIES. Except for Permitted Liens (as defined below),

Sellers have good, valid and marketable title to all of the Purchased Assets

free and clear of all liens, pledges, security interests, charges, claims,

restrictions and other encumbrances and defects of title of any nature

whatsoever. Sellers have the unrestricted right to sell the Purchased Assets as

herein provided. For purposes of this Agreement , the term "PERMITTED LIENS"

means: (a) liens for taxes that are not yet due or delinquent; (b) easements,

covenants, restrictions and/or rights of way which do not, individually or in

the aggregate, materially interfere with the right or ability to use or operate

real property in the manner in which such real property is currently used; (c)

statutory liens created in the ordinary course of business that are not yet

delinquent or which are being contested in good faith and which are not,

individually or in the aggregate, material to the Sellers or the Business; (d)

imperfections in title or encumbrances, if any, which are not substantial in

amount, do not materially detract from the value of the property subject thereto

and do not materially restrict or impair the use of such property in the

Business; (e) zoning, building or similar restrictions relating to or affecting

the real property used by the Sellers in the conduct of the Business; and (f)

the Assumed Liabilities. Except in the ordinary course of Business, since

December 31, 2005, Sellers have not sold, transferred or otherwise disposed of

any of the assets located at the 1500 Facility or at Amber Engineering. There

are sufficient Tangible Assets transferred hereunder at the 1500 Facility to

carry on the Business at that facility in its normal course as it is being

conducted as of the Closing Date.

3.9 CONTRACTS.

3.9.1 SCHEDULE 1.1.4 lists certain of the contracts being

transferred from Sellers to Buyer as of the Closing Date as provided therein

(the "Assumed Contracts").

3.9.2 Except for (a) changes caused by partial or complete

performance prior to Closing, and (b) general principles of equity, including

without limitation, concepts of materiality, reasonableness, good faith and fair

dealing and other similar doctrines affecting the enforceability of agreements

generally and applicable bankruptcy, insolvency, reorganization, moratorium and

other similar laws of general application affecting creditor's rights, all

Assumed Contracts are valid, binding, and in full force and effect, according to

their terms.

3.9.3 There exists no default by the Sellers or by another party

thereto of which Sellers are aware, nor has any event occurred which with the

passage of time or giving of notice would constitute a default by Sellers under

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the contracts, agreements, commitments and undertakings, including all

amendments and supplements thereto and modifications thereof, listed in SCHEDULE

1.1.4.

3.9.4 Sellers are not aware of any dispute, complaint or other

material disagreement with any of the suppliers, vendors, manufacturers,

representatives or customers listed on SCHEDULES 1.1.4(I), 1.1.4(II) 1.1.4(III),

1.1.4(IV), OR 1.1.4(V), nor have Sellers been notified by any such party of

their intent to discontinue business with Sellers or materially modify the terms

upon which such party does business with the Sellers as it relates to the

Business.

3.10 INTELLECTUAL PROPERTY (i) SCHEDULE 1.1.6 hereto contains an accurate

list of the patents, patent applications, trademark registrations and common law

trademark rights transferred hereunder, which have been recorded in Sellers'

name (except for common law trademarks) and to the knowledge of the Sellers, all

registered, issued patents and registered and common law trademarks excluding

POLYMER BATTEN STRIP and US Pat. 6,722,095 (see SCHEDULE 1.1.6) are valid and

enforceable, and together with the intellectual property license granted in

Section 12, contains all Intellectual Property Assets used by Sellers in their

conduct of the Business except as specifically set forth in SCHEDULE 1.1.6.

(ii) The execution, delivery and performance of the Sellers Agreements and

the consummation of the transactions contemplated hereby will not constitute a

breach of any instrument or agreement governing any rights under the

Intellectual Property Assets, will not cause the forfeiture or termination or

give rise to a right of forfeiture or termination of any Intellectual Property

Assets or impair the right of the Business to use, sell or license any

Intellectual Property Asset or any portion thereof.

(iii) Neither the manufacture, marketing, license, sale or intended use

of any tangible products currently sold by Sellers as of the Closing Date

violates any license or agreement between Sellers and any third party relating

to such product or infringes any intellectual property right of any other party,

and there is no pending claim or litigation contesting the validity and Sellers'

ownership or right to use, sell, license or dispose of any Intellectual Property

Asset, nor have Sellers received any notice asserting that any Intellectual

Property Asset or the proposed use, sale, license or disposition thereof

conflicts or will conflict with the rights of any other party, and Sellers have

neither licensed the use of the Intellectual Property Assets to any third party

nor permitted the use by any third party of the same in a manner which would

infringe the trademark rights of Sellers; provided, however, that sales of

roofing plates, including without limitation, stress plates and EYE HOOK(R) Seam

Plates are sold subject to royalty bearing License Agreements between Seller and

Engineered Construction Components (America) Inc. as identified on SCHEDULE

3.10, which are assignable and shall be assigned to Buyer hereunder upon Buyer's

acquisition of the Business.

(iv) Sellers have not received any notice and are not otherwise aware that

any current or prior members, officers, employees or consultants of Sellers

claim an ownership interest in any of the Intellectual Property Assets as a

result of having been involved in the development of such property while

employed by or consulting to the Business or otherwise.

3.11 GUARANTIES. None of the obligations or liabilities of Sellers arising

in connection with the Business is guaranteed by, or subject to a similar

contingent liability of any other person, firm or corporation.

3.12 RECEIVABLES. All accounts receivable and notes receivable of the

Sellers that are included in the Purchased Assets pursuant to Section 1.1

(collectively, the "ACCOUNTS RECEIVABLE") represent or will represent valid

obligations arising from sales actually made or services actually performed in

the ordinary course of business. All of such Accounts Receivable arose out of

bona fide, arms-length transactions for the sale of goods or performance of

services and shall be good and collectable except to the extent reflected in the

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reserves on the Company's balance sheet. To the knowledge of the Sellers, there

is no contest, claim or right of set-off, other than returns in the ordinary

course of business, under any material contract with any obligor of an Accounts

Receivable relating to the amount or validity of such Accounts Receivable as of

the date of the Financial Statements.

3.13 INVENTORY. All items of Sellers' inventory and related supplies

(including raw materials, work-in-process and finished goods) that are included

in Purchased Assets pursuant to SECTION 1.1 are in the ordinary course of

business as first quality goods at normal mark-ups; except as reserved for on

the Financial Statements, are not obsolete, slow-moving or below standard

quality and are valued at standard cost in accordance with the applicable

generally accepted accounting principles as consistently applied by Sellers.

3.14 REAL PROPERTY. Sellers lease the 1500 Facility (the "Leased

Premises") pursuant to that certain Standard Industrial Lease Agreement (the

"Lease"), dated October 29, 2002 between ITW, as tenant, and AMB-SGP

CIF-Illinois, L.P., a Delaware limited partnership ("Landlord"), as landlord, a

true, correct and complete copy of the Lease being attached hereto as