ASSET PURCHASE AGREEMENT

Exhibit 10.2

ASSET PURCHASE AGREEMENT

          This ASSET PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into as of October ___, 2006 by and among Steel City Products, LLC, a Delaware limited liability company (“ Seller ”), Sterling Construction Company, Inc., a Delaware corporation (“ Parent ”) and The Bostwick-Braun Company, an Ohio corporation (“ Buyer ”).

          WHEREAS, Seller is engaged in the sale and distribution of automotive accessories, pet products, lawn and garden items and like items (the “ Business ”);

          WHEREAS, subject to the terms and conditions set forth herein, Buyer desires to purchase from Seller and assume certain specifically enumerated liabilities, and Seller desires to sell to Buyer subject to the assumption by Buyer of such specifically enumerated liabilities, substantially all of Seller’s business, assets and properties, operating as a going concern, which constitute the Business;

          WHEREAS, Parent is the sole member and the owner of all of the issued and outstanding equity of Seller;

          WHEREAS, Parent will materially benefit from the transactions contemplated in this Agreement and, accordingly, as a condition to the completion of the transactions contemplated herein, Buyer has required Parent to make certain covenants and commitments to Buyer, all as more particularly described herein; and

          WHEREAS, Parent is willing to provide to Seller and Buyer is willing to provide to Seller and Parent the covenants and commitments herein set forth.

          NOW, THEREFORE, in exchange for the covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I
DEFINED TERMS AND INTERPRETATION

          1.1 Certain Rules of Construction .

          (a) Unless the context of this Agreement otherwise requires, references in this Agreement to the plural include the singular and references to the singular include the plural. Additionally, whenever the context so requires, the masculine shall refer to the feminine and the neuter shall refer to the masculine or the feminine.

          (b) Wherever any representation, warranty or other statement made in this Agreement is qualified by phrases such as “to the knowledge of Seller”, or “Seller’s knowledge” or “known to Seller” as well as similar words or phrases, such qualification shall mean the actual

knowledge of one or more of the directors, chief executive officer, president, vice presidents, chief financial officer and controller of Seller and Parent.

          (c) The normal rules of construction that require the terms of an agreement to be construed most strictly against the drafter of such agreement are hereby waived since each party has been represented by counsel in the drafting and negotiation of this Agreement.

          (d) Unless otherwise explicitly indicated, all exhibits and schedules referred to in this Agreement shall be deemed to be incorporated herein by reference.

          (e) The headings in this Agreement have been inserted solely for ease of reference and shall not be considered in the interpretation or construction of this Agreement.

          (f) Unless otherwise explicitly indicated, when used throughout this Agreement, the term “including” shall mean “including, without limitation”. It is the intent of the parties hereto that the term “including” be a term of inclusion rather than a term of exclusion and the item or items following the word “including” are illustrative examples rather than a limited list of the items sought to be identified.

          1.2 Definitions . For purposes of this Agreement, the following terms have the meanings set forth below:

          “ Accounting Books ” has the meaning set forth in Section 5.4(a) .

          “ Accounts Receivable ” has the meaning set forth in Section 2.1(a)(iv) .

          “ Adjusted Working Capital ” means the difference between (x) the sum of the value of Seller’s Inventory, Accounts Receivable and other assets classified as current under GAAP as of the Closing Date less (y) the aggregate amount of Seller’s Current Liabilities as of the Closing Date.

          “ Affiliate ” means an affiliate as defined in Rule 405 under the Securities Act of 1933, as amended.

          “ Affiliated Group ” means an affiliated group as defined in Section 1504 of the Code (or any analogous combined, consolidated or unitary group defined under state, local or foreign income Tax law) of which Seller is or has been a member.

          “ Assumed Contracts ” has the meaning set forth in Section 2.1(a)(i).

          “ Assumed Liabilities ” has the meaning set forth in Section 2.2(a) .

          “ Business ” has the meaning set forth in the Recitals.

          “ Buyer ” has the meaning set forth in the Preamble.

          “ Buyer Parties ” has the meaning set forth in Section 8.2(a) .

          “ Buyer’s Expenses ” means any of Buyer’s liabilities or obligations for expenses or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby.

          “ Cap ” has the meaning set forth in Section 8.2(d) .

          “ Claim ” has the meaning set forth in Section 8.2(e) .

          “ Closing ” has the meaning set forth in Section 2.4 .

          “ Closing Date ” has the meaning set forth in Section 2.4 .

          “ Closing Payment ” has the meaning set forth in Section 2.5(a) .

          “ Closing Working Capital Schedule ” has the meaning set forth in Section 2.7(a) .

          “ COBRA ” has the meaning set forth in Section 5.19(f) .

          “ Code ” means the United States of America Internal Revenue Code of 1986, as amended.

          “ Competitive Business ” has the meaning set forth in Section 8.13(e)(ii) .

          “ Current Liabilities ” has the meaning set forth in Section 2.2(a)(i) .

          “ Delinquent Accounts ” has the meaning set forth in Section 8.10 .

          “ Dispute Accountant ” has the meaning set forth in Section 2.7(c) .

          “ Dollars ” means United States of America Dollars.

          “ Employment Agreements ” has the meaning set forth in Section 2.5(f) .

          “ Environmental and Safety Requirements ” shall mean all federal, state, local and foreign statutes, regulations, ordinances and similar provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law concerning worker health and safety, and pollution or protection of the environment, including all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal (both on-site and off-site), distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated

biphenyls, noise or radiation, as each of the foregoing are enacted or in effect, prior to, or on the Closing Date.

          “ Equipment ” has the meaning set forth in Section 2.1(a)(ii) .

          “ Equitable Principles ” has the meaning set forth in Section 5.2 .

          “ Excluded Assets ” has the meaning set forth in Section 2.1(b) .

          “ Excluded Liabilities ” has the meaning set forth in Section 2.2(b) .

          “ GAAP ” shall mean United States generally accepted accounting principles consistently applied.

          “ Governmental Approvals ” has the meaning set forth in Section 3.1(b) .

          “ Historical Financial Statements ” has the meaning set forth in Section 5.4(a) .

          “ Holdback ” has the meaning set forth in Section 2.5(b) .

          “ Indebtedness ” means at any particular time, without duplication, (i) indebtedness for borrowed money, (ii) bonds, debentures, notes or other similar instruments or debt securities, (iii) letters of credit and bankers’ acceptances issued for the account of Seller, (iv) cash/book overdrafts, (v) deferred compensation arrangements, (vi) all obligations secured by any Lien, (vii) capital lease obligations (other than those related to capital leases that are assumed by Buyer), (viii) other liabilities classified as noncurrent liabilities in accordance with GAAP as of the Closing Date and (ix) all accrued interest, prepayment premiums or penalties related to any of the foregoing.

          “ Indemnitee ” has the meaning set forth in Section 8.2(e) .

          “ Indemnitor ” has the meaning set forth in Section 8.2(e) .

          “ Interim Financial Statements ” has the meaning set forth in Section 5.4 .

          “ Inventory ” has the meaning set forth in Section 2.1(a)(iii) .

          “ Investments ” means (i) any direct or indirect purchase or other acquisition of any notes, obligations, instruments, stock, securities or ownership interest (including limited liability company interests, partnership interests and joint venture interests) of any other Person and (ii) any capital contribution to any other Person.

          “ Knowledge ” has the meaning set forth in Section 1.1(b) .

          “ Leased Real Property ” has the meaning set forth in Section 5.9(b) .

          “ Lien ” means any mortgage, lien, security interest or other encumbrance (including any conditional sale or other title retention agreement and any lease having substantially the same effect as any of the foregoing and any assignment or deposit arrangement in the nature of a security device).

          “ Losses ” has the meaning set forth in Section 8.2(a) .

          “ Market ” has the meaning set forth in Section 8.13(e)(iii) .

          “ Material Adverse Effect ” and “ Material Adverse Change ” mean any effect or change that would be (or could reasonably be expected to be) materially adverse to the business, assets, condition (financial or otherwise), operating results, prospects or operations of Seller or the Business, taken as a whole, or to the ability of Seller or Parent to consummate timely the transactions contemplated hereby.

          “ Material Customers ” has the meaning set forth in Section 5.24(a) .

          “ Material Suppliers ” has the meaning set forth in Section 5.24(b) .

          “ Noncompetition Agreements ” has the meaning set forth in Section 2.5(h) .

          “ Parent ” has the meaning set forth in the Preamble.

          “ PBGC ” has the meaning set forth in Section 5.19(d) .

          “ Permit ” means any franchise, approval, permit, license, order, registration, certification, variance, authorization or similar right obtained from any permitting, licensing, accrediting and certifying agency.

          “ Permitted Liens ” has the meaning set forth in Section 5.10(a) .

          “ Person ” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited liability company, entity or governmental entity (whether federal, state, county, city or otherwise and including any instrumentality, division, agency or department thereof).

          “ Profit Sharing Plan ” has the meaning set forth in Section 2.1(a)(xv).

          “ Proprietary Rights ” means all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications and patent disclosures and any reissuance, continuation, continuation-in-part, division, extension or reexamination thereof; trademarks, service marks, trade dress, logos, trade names, internet domain names and corporate names, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith; copyrights and copyrightable works; mask works; and all registrations, applications and renewals for any of the foregoing; trade secrets and confidential and proprietary information, including

ideas, formulas, compositions, know-how, related processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, manufacturing and production processes and techniques, customer and supplier lists, pricing and cost information and technical data and manuals (in each case relating to products currently in production as well as former products and products under development); computer software (including websites, data and related documentation); all other proprietary rights; and all copies and tangible embodiments thereof (in whatever form or medium), together with all books, records, drawings or other indicia, however evidenced.

          “ Protest Notice ” has the meaning set forth in Section 2.7(b) .

          “ Purchase Price ” has the meaning set forth in Section 2.3(a) .

          ‘ Purchased Assets ” has the meaning set forth in Section 2.1(a) .

          “ Real Property Leases ” has the meaning set forth in Section 5.9(b) .

          “ Restricted Persons ” has the meaning set forth in Section 8.13(d) .

          “ Restrictive Covenants ” has the meaning set forth in Section 8.13(d) .

          “ Retained Contracts ” has the meaning set forth in Section 2.1(b)(iii) .

          “ Sales and Transfer Taxes ” has the meaning set forth in Section 8.8(a) .

          “ Seller ” has the meaning set forth in the Preamble.

          “ Seller Employee Benefit Plan ” has the meaning set forth in Section 5.19(a) .

          “ Seller Note ” has the meaning set forth in Section 2.5(c) .

          “ Seller Parties ” has the meaning set forth in Section 8.2(b) .

          “ Subsidiary ” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or other business entity, either (A) a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof, or (B) such Person is a general partner, managing member or managing director of such partnership, limited liability company, association or other entity.

          “ Tax ” or “ Taxes ” means any (i) federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, foreign or domestic withholding, or other tax, of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing; (ii) liability of Seller for the payment of any amounts of the type described in clause (i) arising as a result of being (or ceasing to be) a member of any Affiliated Group (or being included (or required to be included) in any Tax Return relating thereto); and (iii) liability of Seller for the payment of any amounts of the type described in clause (i) as a result of any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other person.

          “ Tax Returns ” means returns, declarations, reports, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of Taxes of any party or the administration of any laws, regulations or administrative requirements relating to any Taxes.

          “ Third-Party Approvals ” has the meaning set forth in Section 3.1(b) .

          “ Transaction Dispute ” has the meaning set forth in Section 9.11 .

          “ Transferred Employees ” has the meaning set forth in Section 8.3(a) .

          “ Warranty Claim Amount ” has the meaning set forth in Section 8.11 .

          “ Warranty Claims ” has the meaning set forth in Section 8.11 .

          “ Warranty Report ” has the meaning set forth in Section 8.11 .

          “ Working Capital Adjustment ” has the meaning set forth in Section 2.7(a) .

          “ Working Capital Commitment ” means $5,508,061, determined according to Schedule 1.2 .

ARTICLE II
PURCHASE AND SALE OF PURCHASED ASSETS

          2.1 Purchase of Assets .

          (a) Purchased Assets . On the terms and subject to the conditions set forth in this Agreement, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver (or cause to be sold, conveyed, assigned, transferred and delivered) to Buyer on the Closing Date, all of Seller’s right, title and interest as of the Closing Date in all of Seller’s properties, assets and rights of any kind, whether tangible or intangible, real or personal (except for the Excluded Assets) (the “ Purchased Assets ”), including the following:

      (i) all agreements, contracts, licenses, instruments, leases, subleases and other arrangements relating to the Business, to which Seller is subject, bound or affected and all rights thereunder described on Schedule 2.1(a)(i) (the “ Assumed Contracts ”) but specifically excluding the Retained Contracts;

      (ii) all machinery and equipment (including all vehicles, cleaning equipment and office equipment), spare parts, supplies, fixtures, trade fixtures, furniture, computers and related software, including all of the personal property listed on Schedule 2.1(a)(ii) having a net book value of at least $5,000 (collectively, the “ Equipment ”);

      (iii) all inventory (“ Inventory ”);

      (iv) all accounts, notes and other receivables, excluding any amounts due from Parent (collectively, the “ Accounts Receivable ”);

      (v) all prepayments and prepaid expenses and cash deposits (including security and customer deposits and prepayments);

      (vi) all claims, deposits, refunds, causes of action, rights of recovery and rights of set-off or recoupment of any kind;

      (vii) all lists, books, records, documents, correspondence, and other information of any kind (including those pertaining to accounts, Transferred Employees, customers, suppliers, referral sources and other business relations) and all studies, plans, books, ledgers, files and business records of every kind (including all financial, business and marketing plans and information), in each case whether evidenced in writing, electronic data (including by computer) or otherwise;

      (viii) all advertising, marketing, sales, promotional and trade show materials and all other printed or written materials;

      (ix) all Permits (including all of the permits or licenses described on Schedule 2.1(a)(ix) ), and all data and records held by the granting agencies (but only to

the extent that the same are transferable or assignable by Seller to Buyer and only to the extent of Seller’s rights therein and thereto);

      (x) to the extent transferable or assignable to Buyer, insurance policies and associated prepayments and rights of recovery (other than those related to Excluded Assets or Excluded Liabilities);

      (xi) all goodwill as a going concern and all other intangible properties, including all Proprietary Rights;

      (xii) all rights and use of the name of Seller or any other name used in connection with the Business, including “Steel City Products”;

      (xiii) the right to receive and retain mail and other communications (other than those related to Excluded Assets or Excluded Liabilities), and all telephone numbers, facsimile numbers, domain names and electronic mail addresses used by Seller (but only to the extent that the same are transferable or assignable by Seller to Buyer and only to the extent of Seller’s rights therein and thereto);

      (xiv) capital lease obligations related to capital leases assumed by Buyer that are identified as Assumed Contracts in Schedule 2.1(a)(i) ;

      (xv) all assets and rights of Seller under the Steel City Products, LLC Profit Sharing Plan (the “Profit Sharing Plan”), such Plan for purposes of this Agreement being considered an Assumed Contract; and

      (xvi) all other properties, assets and rights owned by Seller at the Closing Date, or in which Seller has an interest, which are not otherwise Excluded Assets and which are transferable or assignable to Buyer.

          (b) Excluded Assets . Notwithstanding the foregoing, the following properties, assets and rights (the “ Excluded Assets ”) are expressly excluded from the purchase and sale contemplated hereby and, as such, are not included in the definition of Purchased Assets:

      (i) all cash and cash equivalents whether on hand or in depository or brokerage accounts maintained at financial institutions (other than cash related to prepayments by customers and deposits referred to in Section 2.1(a)(v) , all of which shall be Purchased Assets);

      (ii) all Seller Employee Benefit Plans and any rights and obligations associated with such plans;

      (iii) All of the agreements and instruments described on Schedule 2.1(b)(iii) , including the existing employment agreement with Terrance W. Allan (the “ Retained Contracts ”);

      (iv) all accounts, notes, rights of recovery, rights of set-off and all other receivables or claims of or due to Seller from Parent or from Ames Department Stores, Inc. or any of their Affiliates;

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

      (vi) any of the rights of Seller or Parent under this Agreement; and,

      (vii) all other assets and properties of Seller specifically listed or described on Schedule 2.1(b)(vii) .

          2.2 Assumption of Liabilities .

          (a) Assumed Liabilities . Subject to the conditions set forth in this Agreement, in addition to the Purchase Price and as additional consideration for the Purchased Assets, Buyer shall assume on the Closing Date and pay, discharge and perform promptly when due the following liabilities and obligations of Seller specified below (collectively, the “ Assumed Liabilities ”) and, no other liabilities or obligations of Seller including those liabilities set forth in Section 2.2(b) :

      (i) all of Seller’s accounts payable and other liabilities classified as current under GAAP to the extent arising in the ordinary course of business consistent with past practice, recorded on the books of Seller as of the Closing Date and included on the Closing Working Capital Schedule less the Excluded Liabilities (collectively, the “ Current Liabilities ”);

      (ii) Seller’s accrued liabilities to employees for vacation pay (which shall be Current Liabilities and included in the Closing Working Capital Schedule); and

      (iii) all of Seller’s obligations under the Assumed Contracts (excluding any liability or obligation occurring, accruing or existing on or prior to the Closing Date).

          (b) Liabilities Not Assumed . Notwithstanding anything to the contrary in this Agreement, Buyer shall not assume or in any way become liable for any of Seller’s debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether known or unknown, whether due or to become due, whether or not related to the Business or the Purchased Assets and whether or not disclosed on the Schedules attached hereto, and regardless of when or by whom asserted, other than the Assumed Liabilities (collectively, the “ Excluded Liabilities ”). Excluded Liabilities shall include the following:

      (i) all of Seller’s accounts payable, accrued expenses and other claims and liabilities to Ames Department Stores, Inc. or any of its Affiliates;

      (ii) any of Seller’s liabilities or obligations under this Agreement;

      (iii) any of Seller’s liabilities or obligations for expenses or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys’ and accountants’ fees and expenses and sales commissions);

      (iv) any liability or obligation of Seller for Taxes, including Sales and Transfer Taxes related to the completion of the transactions contemplated herein or any liability or obligation of Seller (A) for any Taxes which are imposed on or measured by the income of Seller for any period, (B) for Taxes of any Person under Treasury Reg. § 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise or (C) for Taxes attributable to any Tax sharing or similar agreement, as a transferee or successor, by contract or otherwise;

      (v) any of Seller’s liabilities or obligations relating to performance or other bonuses payable to any of Seller’s employees in connection with the fiscal year ending December 31, 2006, to the extent accrued prior to the Closing, it being understood that Seller shall pay the same promptly after the end of 2006 and that Buyer may or may not continue such bonus plan or program at its discretion, and any of Seller’s liabilities or obligations payable to any of its employees on account of the transactions contemplated hereby, including retention bonuses and success fees;

      (vi) any of Seller’s liabilities or obligations for or in respect of Indebtedness other than capital lease obligations related to capital leases assumed by Buyer;

      (vii) any of Seller’s liabilities or obligations for or in respect of any of the Retained Contracts;

      (viii) any of Seller’s liabilities or obligations to its employees, including, any liabilities or obligations under any of Seller’s Employee Benefit Plans, other than under the Profit Sharing Plan (provided that Buyer is assuming obligations thereunder only to the extent accruing after the Closing Date);

      (ix) any of Seller’s liabilities or obligations relating to any amounts payable to Parent or any Affiliate of Parent;

      (x) any liabilities or obligations in respect of any of the Excluded Assets (including under any contracts, leases, commitments or understandings related thereto);

      (xi) any liabilities or obligations (contingent or otherwise and including liability for response costs, personal injury, property damage or natural resource damage) arising under Environmental and Safety Requirements, except for any such liabilities or

obligations the facts or circumstances underlying which are caused, and only to the extent caused, by operation of the Purchased Assets after the Closing;

      (xii) any Current Liabilities not included on the Closing Working Capital Schedule;

      (xiii) any of Seller’s liabilities set forth on Schedule 2.2(b) ;

      (xiv) any of Seller’s liabilities not included in the Assumed Liabilities;

      (xv) all liabilities and obligations under any and all product or service warranties furnished to its customers with respect to goods sold or services provided to such customers prior to the Closing except to the extent such warranties constitute pass-through warranties of Seller’s vendors and suppliers; and,

      (xvi) any liabilities of Seller or Parent under the existing employment agreement with Terrance W. Allan.

          Seller hereby acknowledges that it is retaining the Excluded Liabilities, and Seller shall pay, discharge and perform all such liabilities and obligations promptly when due.

          2.3 Purchase Price .

          (a) In addition to the assumption of the Assumed Liabilities set forth in Section 2.2(a) above, the aggregate purchase price to be paid for the Purchased Assets shall be the sum of Six Million Four Hundred Forty Thousand ($6,440,000) in the aggregate, subject to the Working Capital Adjustment set forth in Section 2.7 below and the adjustments relating to the collection of Accounts Receivable, warranty claims and the sale of Inventory set forth in Sections 8.10, 8.11 and 8.14 below (the “ Purchase Price ”).

          (b) Buyer shall pay the Purchase Price to Seller in the manner described in Section 2.5 below.

          2.4 Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Shumaker, Loop & Kendrick, LLP in Toledo, Ohio, at 10:00 a.m. local time on October 27, 2006, or at such other time or place as is mutually agreeable to the parties, or, if any of the conditions to Closing set forth in Article III have not been satisfied or waived by the party entitled to the benefit thereof on or prior to such date, on the second business day following satisfaction or waiver of such conditions (the “ Closing Date ”); provided , however , that in no event shall the Closing Date occur later than November 3, 2006. The Closing shall be deemed to have occurred at 11:59 p.m. Eastern Time on the Closing Date.

          2.5 Closing Deliveries . At the Closing:

          (a) Buyer shall deliver to Seller an amount equal to Four Million, Five Hundred Ninety Thousand Dollars ($4,590,000) (the “ Closing Payment ”) by wire transfer of immediately available funds to the accounts designated by Seller;

          (b) Buyer shall retain an amount equal to One Million Two Hundred Thousand Dollars ($1,200,000) (the “ Holdback ”) until the Working Capital Adjustment set forth Section 2.7 is completed;

          (c) Buyer shall execute and deliver to Seller a promissory note in the principal amount of Six Hundred Fifty Thousand Dollars ($650,000) in the form attached hereto as Exhibit 2.5(c) (the “ Seller Note ”).

          (d) Buyer shall assume the Assumed Liabilities by delivery of an instrument in form reasonably satisfactory to Seller;

          (e) Seller shall convey all of the Purchased Assets to Buyer and shall deliver to Buyer such appropriately executed instruments of sale, transfer, assignment, conveyance and delivery, assignments of leases, estoppel certificates, assignments, vehicle titles, transfer tax declarations and all other instruments of conveyance which are necessary or desirable to effect transfer to Buyer of Seller’s title to the Purchased Assets (free and clear of all Liens, other than Permitted Liens);

          (f) Buyer shall enter into employment agreements in the form of Exhibit 2.5(f) attached hereto with each of Terrance W. Allan, Patrick Nicholson, Mark O’Hara, Michael Glasser, David McCauslen, Samuel Wagner and Theodore Pakacy (the “ Employment Agreements ”);

          (g) Seller shall to deliver to Buyer releases of all Liens, relating to the Purchased Assets (other than the Permitted Liens);

          (h) Seller shall deliver to Buyer (i) a certificate of Seller, dated as of the Closing Date, stating that the conditions specified in subsections (a) through (d) of Section 3.1 below have been satisfied as of the Closing; (ii) copies of all payoff letters, Third-Party Approvals and Governmental Approvals; (iii) all books, records and other materials related to or used in the Business not previously delivered to Buyer; (iv) a certified copy of Seller’s certificate of formation; (v) good standing certificates of Seller in each jurisdiction in which it does business and the character of Seller’s properties or the nature of Seller’s activities require it to be qualified to do business; and (vi) such other documents or instruments as are required to be delivered at the Closing pursuant to the terms hereof or that Buyer reasonably requests a reasonable time prior to the Closing Date to effect the transactions contemplated hereby; and

          (i) Buyer shall deliver to Seller (i) a certificate signed by the chief executive officer of Buyer and on behalf of Buyer, dated as of the Closing Date, stating that the conditions specified in subsections (a) through (c) of Section 3.2 below have been satisfied and (ii) such

other documents or instruments as are required to be delivered by Buyer at the Closing pursuant to the terms hereof or that Seller reasonably requests a reasonable time prior to the Closing Date to effect the transactions contemplated hereby.

          2.6 Allocation of Purchase Price . Each party shall be free to prepare and file all Tax Returns (including Internal Revenue Service Form 8594), in such form as each of Buyer and Seller, in their sole and absolute discretion, shall deem reasonable and appropriate.

          2.7 Adjustment to Purchase Price .

          (a) Following the Closing, the Purchase Price shall be increased or reduced on a Dollar for Dollar basis, to the extent that the Adjusted Working Capital as of the Closing is more or less than the amount of the Working Capital Commitment (the “ Working Capital Adjustment ”). As soon as practicable after the Closing Date, but not more than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller a detailed schedule as well as copies of all spread sheets and other work papers that were material to the preparation thereof (collectively, the “ Closing Working Capital Schedule ”) setting forth each and every item of Adjusted Working Capital with specific identification of obligors and obligees, the amount of the Working Capital Adjustment, if any, and Buyer’s calculation of such Adjustment. The Closing Working Capital Schedule shall be prepared in accordance with GAAP.

          (b) Within thirty (30) days of Buyer’s delivery of the Closing Working Capital Schedule, Seller may deliver written notice to Buyer of any objections and the basis therefor, which Seller may have to the Closing Working Capital Schedule (the “ Protest Notice ”). The failure of Seller to deliver such Protest Notice within the prescribed time period will constitute Seller’s acceptance of the Closing Working Capital Schedule as determined by Buyer.

          (c) If Buyer and Seller are unable to resolve any disagreement with respect to the Closing Working Capital Schedule within twenty (20) days following Buyer’s receipt of the Protest Notice, then the items in dispute will be referred, together with a written statement of each party as to its position on any matters in dispute regarding the Closing Working Capital Schedule, to Markovitz Dugan and Associates, 1001 East Entry Drive, Pittsburgh, Pennsylvania 15216 (the “ Dispute Accountant ”) for final determination, which determination shall be final and binding on both Buyer and Seller. The Dispute Accountant shall be instructed to, and shall, (i) limit its determinations only to the items in dispute, (ii) make its determination as to each such item based upon the terms and provisions of this Agreement, (iii) not assign a value to any item greater than the higher value for such unresolved item claimed by either Buyer or Seller or less than the lower value for such item claimed by either Buyer or Seller. The fees and expenses of the Dispute Accountant shall be shared equally by the parties.

          (d) Within ten (10) days of the final determination of the amount of the Adjusted Working Capital the following shall occur:

      (i) If there is no Working Capital Adjustment, then Buyer shall pay to Seller by wire transfer of immediately available funds to an account designated in writing by Seller an amount equal to the Holdback.

      (ii) If the Working Capital Adjustment is a positive number, Buyer shall pay to Seller by wire transfer of immediately available funds to an account designated in writing by Seller an amount equal to the sum of such Working Capital Adjustment and the Holdback.

      (iii) If the Working Capital Adjustment is a negative number but less than the Holdback, Buyer shall pay to Seller by wire transfer of immediately available funds to an account designated in writing by Seller an amount equal to the amount of the Holdback less such Working Capital Adjustment.

      (iv) If the Working Capital Adjustment is a negative number and exceeds the Holdback, Seller shall pay to Buyer by wire transfer of immediately available funds to an account designated in writing by Buyer in an amount equal to the amount of such Working Capital Adjustment less the Holdback (which shall be retained by Buyer).

ARTICLE III
CONDITIONS TO CLOSING

          3.1 Conditions to Buyer’s Obligation . The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing:

          (a) The representations and warranties in Article V hereof shall be true and correct in all material respects, and Seller and Parent shall have performed in all material respects all of the covenants and agreements required to be performed by Seller and Parent under this Agreement on or prior to the Closing Date;

          (b) Buyer and Seller shall have received or obtained all (i) third party approvals that are required in order to prevent a breach of or default under, a termination or modification of, or acceleration of the terms of, any Assumed Contract (collectively, the “ Third-Party Approvals ”), and (ii) all governmental and regulatory consents and approvals that are necessary for consummation of the transactions contemplated hereby, in each case on terms reasonably satisfactory to Buyer (collectively, the “ Governmental Approvals ”);

          (c) Since June 30, 2006, there shall have been no Material Adverse Change;

          (d) No suit, action or other proceeding, or injunction, order, decree or judgment relating thereto, shall be pending before any court or governmental or regulatory official, body or authority in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with the transactions contemplated hereby and no such injunction, order, decree or judgment shall be in effect;

          (e) Buyer shall have completed its due diligence investigation of the Business, the Purchased Assets and the Assumed Liabilities, including the Environmental Audit,

Inspections and Tests, if any, and shall be satisfied, in its sole and absolute discretion, with the results of such investigations; and

          (f) Seller and General Warehousemen and Employees Union Local 636 and General Warehousemen and Employees Union Local 636 (Clerical) shall have executed and delivered to Buyer, along with written acknowledgements by each labor union of the Buyer’s assumption thereof as a successor employer, those certain collective bargaining agreements attached hereto as Exhibit 3.1(f) , which shall be Assumed Contracts for purposes of this Agreement.

          All proceedings to be taken by Seller or Parent in connection with the consummation of the transactions contemplated hereby and all certificates, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by Buyer shall be reasonably satisfactory in form and substance to Buyer.

          3.2 Conditions to Seller’s Obligations . The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to satisfaction of the following conditions as of the Closing:

          (a) The representations and warranties made by Buyer in this Agreement and in any certificate delivered by Buyer pursuant hereto shall be true and correct in all material respects as of the Closing Date;

          (b) Buyer shall have performed in all material respects all of the covenants and agreements required to be performed by Buyer under this Agreement on or prior to the Closing Date; and

          (c) No suit, action or other proceeding, or injunction, order, decree or judgment relating thereto, shall be pending before any court or governmental or regulatory official, body or authority in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with the transactions contemplated hereby and no such injunction, order, decree or judgment shall be in effect.

          All proceedings to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all documents required to be delivered by Buyer to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Seller.

ARTICLE IV
COVENANTS PRIOR TO CLOSING

          4.1 General . Subject to the terms of this Agreement, each party shall use commercially reasonable efforts to take the actions and do the things necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement.

          4.2 Affirmative Covenants of Seller . Except as otherwise expressly provided herein or as expressly consented to in writing by Buyer, prior to the Closing, Parent shall cause Seller to, and Seller shall:

          (a) conduct the Business (including management of working capital and incurrence of and payment or financing of capital expenditures) only in the ordinary course of business consistent with past practice;

          (b) preserve intact its business organization and goodwill and use commercially reasonable efforts to keep available the services of its officers and employees and maintain satisfactory relationships with suppliers, customers and others having business relationships with the Business;

          (c) afford, and cause its officers, directors, employees, attorneys, accountants and other agents to afford to Buyer and its accounting, legal and other representatives and lenders, as well as their respective officers, employees, affiliates and other agents, reasonable access during normal business hours and upon reasonable notice to business, financial, tax, compensation and other data and information concerning the Business and its affairs and operations, including all properties, personnel, customers, suppliers, books, records, contracts and other documents and computer systems, including all data bases and software, of or pertaining to Seller and the Business;

          (d) afford Buyer an opportunity, at Buyer’s expense, to obtain a so-called Phase I environmental audit (the “ Environmental Audit ”) of the Leased Real Property;

          (e) deliver to Buyer any information and data pertaining to the Leased Real Property possessed by Seller, including, title work, surveys, soil boring tests, environmental reports, engineering feasibility studies, land use plans, building plans and specifications, zoning permits, building permits, appraisals, inspection reports, maintenance agreements and utility contracts (collectively, the “ Tests ”);

          (f) maintain the Purchased Assets in reasonable operating condition and repair (subject only to ordinary wear and tear and potential casualty loss), maintain insurance reasonably comparable to that in effect on the date of the Interim Financial Statements, maintain all supplies and spare parts at customary operating levels consistent with past practice, replace in accordance with past practice any inoperable, worn out or obsolete Purchased Assets with modern assets of comparable quality, if available, and, in the event of a casualty, loss or damage to any of such Purchased Assets prior to the Closing Date for which Seller is insured, either repair or replace such Purchased Assets or, if Buyer agrees, transfer the proceeds of such insurance to Buyer in lieu of such repair or replacement;

          (g) maintain its books, accounts, records, financial statements, balance sheets and statements of income and cash flows in a manner consistent with past practice;

          (h) comply with all of its legal requirements and contractual obligations and pay all applicable Taxes when due and payable in the ordinary course of business;

          (i) give all notices and use commercially reasonable efforts to obtain all authorizations, consents, accreditations, licenses, permits and approvals necessary or desirable to consummate the transactions contemplated hereby;

          (j) obtain releases of all Liens relating to the Purchased Assets (other than the Permitted Liens), and deliver to Buyer written evidence of the release thereof (including, as applicable, UCC-3 termination statements with respect thereto);

          (k) use commercially reasonable efforts to maintain in full force and effect the existence of all Proprietary Rights; and

          (l) promptly inform Buyer in writing of any material variances from the representations and warranties contained in Article V hereof which become known to Seller or any breach of any covenant hereunder by Seller.

          4.3 Affirmative Covenant of Buyer . Buyer shall promptly inform Seller and Parent in writing of any material variances from the representations and warranties contained in Article VI hereof which become known to Buyer or any breach of any covenant hereunder by Buyer.

          4.4 Negative Covenants of Seller . Except as otherwise expressly provided herein or as expressly consented to or requested in writing by Buyer, prior to the Closing Date, Seller shall not, and Parent shall cause Seller not to:

          (a) enter into, amend, modify or terminate any employment, severance or collective bargaining agreement or other agreement or arrangement with any Transferred Employees or their representative, or grant any increase in salary or bonus or otherwise increase the compensation payable to any employee, consultant, advisor or agent employed by or rendering services to the Business, except wage or salary increases as required by preexisting contracts or compensation policies which are consistent with past practice to the extent described on Schedule 4.4(a) ;

          (b) enter into, amend or modify any Seller Employee Benefit Plan, or other employee benefit plan or arrangement associated with such plans, except in the ordinary course of business consistent with past practice;

          (c) sell, lease, license or otherwise dispose of any interest in any of the Purchased Assets except Inventory in the ordinary course of business, or permit, allow or suffer any of the Purchased Assets to be subjected to any Liens other than any which shall be in existence as of the date of this Agreement (all of which shall be released, satisfied or otherwise discharged as of the Closing Date, other than the Permitted Liens);

          (d) engage in any promotional sales or discount or other activity that has or would reasonably be expected to have the primary effect of accelerating to pre-Closing periods

sales to customers that would otherwise be expected to occur in post-Closing periods except in the ordinary course of business consistent with past practice;

          (e) accelerate the collection of Accounts Receivable or delay the payment of payables or other accrued liabilities as compared to the Seller’s past practice;

          (f) decrease the price of any of its products or services, other than decreases in the ordinary course of business consistent with past practice;

          (g) terminate or modify any government license, permit or other authorization, other than in the ordinary course of business consistent with past practice;

          (h) enter into any new, or amend or terminate any existing, material contracts, agreements or commitments other than in the ordinary course of business, consistent with past practice;

          (i) institute any material change in the conduct of the Business, or any change in its method of purchase, sale, management, marketing, operation, accounting, collection or payment; or

          (j) reduce or delay any budgeted or planned capital expenditures except in the ordinary course of business.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT

          As an inducement to Buyer to enter into this Agreement, each of Seller and Parent, jointly and severally, hereby represents and warrants to Buyer that:

          5.1 Organization and Corporate Power . Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has obtained and currently maintains all qualifications to do business as a foreign limited liability company in all other jurisdictions in which the character of Seller’s properties or the nature of Seller’s activities require it to be so qualified, other than any such qualifications which the failure to obtain or maintain would not have a Material Adverse Effect. Seller has sufficient corporate power and authority and all authorizations, licenses and permits necessary to own and operate the Business and to conduct the Business as now conducted except where the failure to hold any authorization, license or permit would not result in a Material Adverse Effect. Seller employs salesmen in Ohio, Michigan, New York and Kentucky. Otherwise, Seller has no assets (other than the laptop computers referred to on Schedule 5.23 ) or personnel located outside Pennsylvania.

          5.2 Authorization; No Breach .

      (a) The execution, delivery and performance of this Agreement and the other agreements contemplated hereby to be executed and delivered by Seller and Parent and

consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Seller and Parent. This Agreement and the other agreements contemplated hereby to be executed and delivered by Seller and Parent constitute legal, valid and binding obligations of each of them, enforceable in accordance with their respective terms, except to the extent that the enforcement hereof and thereof may be limited by the effect or application of laws, rules, regulations, judicial opinions and actions, whether in law or in equity, related to bankruptcy, insolvency, moratorium, receivership, fraudulent conveyance, creditor’s rights, public policy or general equitable principles (collectively, “ Equitable Principles ”).

      (b) Except as set forth on Schedule 5.2 , the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to be executed and delivered by Seller and Parent and consummation of the transactions contemplated hereby and thereby do not and shall not (except to the extent that the same will not have a Material Adverse Effect) (a) conflict with or result in any breach of any of the provisions of, constitute a default under, result in a violation of, give any third party the right to terminate or to accelerate any obligation under, result in the creation of any Lien upon any of the Purchased Assets or the Business, or except to the extent already obtained or performed, require any authorization, consent, approval, exemption or other action by or notice to or filing with any court or other governmental or regulatory body or authority, under, the provisions of the organizational and operating documents of Seller or Parent, or (b) except to the extent already obtained or performed, require any authorization, consent, approval or other action under any indenture, mortgage, lease, loan agreement, contract, understanding, commitment or other agreement by which Seller is bound or affected, or any law, statute, rule or regulation to which of Seller or Parent is subject.

          5.3 Subsidiaries . Seller has no (and in the past five years has not had any) Subsidiaries.

          5.4 Financial Statements . Seller has delivered to Buyer the financial statements of the Business for the fiscal years ended December 31, 2003, December 31, 2004 and December 31, 2005, together with any notes to and any supplemental information and schedules included in such financial statements (collectively, the “ Historical Financial Statements ”), all as prepared by Seller. The balance sheets included in the Historical Financial Statements are true, accurate and complete in all material respects and fairly present, in all material respects, the financial position of the Business as of their respective dates. The statements of operations and cash flows included in the Historical Financial Statements are true, accurate and complete in all material respects and fairly present, in all material respects, the results of operations and cash flows of Seller and the Business for the respective periods set forth therein, in each case in accordance with GAAP. The Historical Financial Statements are consistent in all material respects, with the accounting records, ledgers