ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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Green Manufacturing, Inc. | Benko Products, Inc.

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Title: ASSET PURCHASE AGREEMENT
Governing Law: New York Date: 2/4/2005
Industry: Appliance and Tool Law Firm: Certilman Balin Adler & Hyman, LLP; Jay C. Marcie & Associates, LPA Sector: Consumer Cyclical

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT, dated as of February 2, 2005 (the

"Agreement"), by and between Green Manufacturing, Inc., a Delaware corporation

(the "Seller") and Benko Products, Inc., an Ohio corporation (the "Buyer").

W I T N E S S E T H:

- - - - - - - - - -

WHEREAS, the Seller operates a division known as the Access Division (the

"Division"), which is engaged in the business of fall protection equipment

through the sale of products under the G-RAFF product line and certain other

product lines.

WHEREAS, the Buyer desires to purchase certain assets of the Seller

comprising the Division, and the Seller desires to sell such assets to the

Buyer, in each case upon the terms and subject to the terms and conditions set

forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective

covenants and agreements hereinafter contained, the parties hereby agree as

follows:

SECTION 1. Definitions.

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As used in this Agreement, the following terms shall have the

following meanings:

"Access Products" shall have the meaning set forth in Section 3.2(a).

"Access Sales" shall have the meaning set forth in Section 3.2(a).

"Access Sales Books" shall have the meaning set forth in Section

3.2(c).

"Account" shall have the meaning set forth in Section 9.2.

"Accounts Receivable" means certain debts owed to the Seller, from

customers of the Seller from the sale of Products by the Division, that have

arisen in the ordinary course of business and are not supported by negotiable

paper as specifically described on Schedules 9.1 and 9.2 attached hereto and

made a part hereof.

"Acquiror" shall have the meaning set forth in Section 3.2(e).

"Additional Consideration" shall have the meaning set forth in Section

3.2(a).

"Affiliate" of any specified Person shall mean any other Person

directly or indirectly controlling or controlled by or under direct or indirect

common control with such specified Person. For the purposes of this definition,

"control", when used with respect to any specified Person, means the power to

direct the management and policies of such Person, directly or indirectly,

whether through the ownership of voting securities, by contract or otherwise;

and the terms "controlling" and "controlled" have meanings correlative to the

foregoing.

"Allocation" shall have the meaning set forth in Section 10.1.

<PAGE>

"Assigned Contracts" shall mean the rights of the Seller under the

Enumerated Contracts.

"Assignment Documents" shall have the meaning set forth in Section

9.1.

"Assumed Liabilities" shall have the meaning set forth in Section 2.2.

"Bank" shall have the meaning set forth in Section 12.1(h).

"Benkar Guarantor" shall have the meaning set forth in Section

12.2(e).

"Benkar Guaranty" shall have the meaning set forth in Section 12.2(e).

"Benkar Mortgage" shall have the meaning set forth in Section 12.2(o).

"Binding Quote" shall have the meaning set forth in Section 8.1(a).

"Business" shall mean the business of the Division.

"Business Day" shall mean days other than Saturdays, Sundays and

holidays or days on which banks in the States of New York or Ohio are authorized

or required by law to close.

"Buyer" shall have the meaning set forth in the Recitals hereto.

"Buyer Collateral Agreements" shall have the meaning set forth in

Section 5.3(a).

"Buyer Indemnitees" shall have the meaning set forth in Section 11.1.

"Buyer Severance Policies" shall have the meaning set forth in Section

7.2(a).

"Buyer Vacation Policies" shall have the meaning set forth in Section

7.2(a).

"Buyer's Event of Breach" shall have the meaning set forth in Section

11.3.

"Cancelled Purchase Orders" shall have the meaning set forth in

Section 13(c).

"Claim Threshold" shall have the meaning set forth in Section 8.1(d).

"Closing Payment" shall have the meaning set forth in Section 3.1.

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

"Collateral Agreements" shall mean all agreements executed and

delivered by the Seller pursuant to this Agreement or to which the Seller is a

party or signatory and contemplated hereby, as the case may be.

"Comprehensive Statement" shall have the meaning set forth in Section

8.1(b).

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"Continuing Business" shall have the meaning set forth in Section

3.2(a).

"Controlled Group" shall mean any trade or business (whether or not

incorporated) under common control with the Seller within the meaning of

Sections 414(b), (c), (m) or (o) of the Code.

"Delinquent Receivable" shall have the meaning set forth in Section

9.1.

"Delinquent Receivables Amount" shall have the meaning set forth in

Section 9.1.

"Determined Amount" shall have the meaning set forth in Section 3.1.

"Division Employees" shall have the meaning set forth in Section 7.1.

"Earn-Out Period" shall have the meaning set forth in Section 3.2.

"Employment and Labor Agreements" shall mean (i) any outstanding

employment agreements or contracts with officers or employees of the Business;

(ii) any agreement, policy or practice that requires the Seller to pay

termination or severance pay to salaried, non-exempt or hourly employees of the

Business (other than as required by law); and (iii) any collective bargaining

agreement or other labor union contract applicable to employees of the Business.

"Enumerated Contracts" shall mean, collectively, the Purchase Orders,

Sales Orders and Other Contracts specifically described on Schedule 4.15

attached hereto and made a part hereof.

"Equipment" shall mean certain equipment used by the Business and

specifically described on Schedule 4.22 attached hereto and made a part hereof.

"Excluded Assets" shall mean all assets of the Seller (other than the

Purchased Property), including, without limitation: (i) the cash and cash

equivalents of the Seller; (ii) any contract, order, payable, commitment,

obligation, agreement, lease, or undertaking, whether oral or written, of the

Seller (other than the Assigned Contracts); (iii) any security deposits and

bonds; (iv) the name "Green Manufacturing, Inc."; (v) marketable and other

securities; (vi) all rights of the Seller under this Agreement and under any

agreement, instrument or document executed in connection herewith or

contemplated hereby, including, without limitation, the Collateral Agreements,

the Buyer Collateral Agreements and the Third Party Documents; (vii) all books,

records and other assets of the Seller relating to corporate level activities,

including, without limitation, those relating to filings with the Securities and

Exchange Commission and the Internal Revenue Service and those relating to

accounting and tax functions; (viii) any corporate minute books, stock ledgers

and other corporate books and records of the Seller; (ix) all books and records

relating, exclusively and non-exclusively, to each and every division and/or

line of business and/or each and every aspect of the Seller's business other

than the Files and Records (as hereinafter defined); (x) all books and records

relating, exclusively and non-exclusively, to matters other than the Purchased

Property (as hereinafter defined) or the Assumed Liabilities; (xi) all claims

against third parties for inventory sold prior

<PAGE>

to the date of this Agreement, including, without limitation, rights under any

manufacturer's or vendor's warranties and insurance claims and proceeds with

respect to such inventory, and all other claims against third parties arising

from or in connection with the Division or the Purchased Property prior to the

date hereof; (xii) all federal, state and local income tax refunds due to the

Seller; (xiii) title to any Real Property (as hereinafter defined) owned by the

Seller and all buildings and other structures located thereon, and all leasehold

interests in and to any Real Property; (xiv) all prepaid expenses and rentals;

(xv) the Seller's right, title and interest in and to certain equipment

identified on Schedule A attached hereto and made a part hereof; and (xvi) the

Seller's right, title and interest in and to all intangible and tangible assets,

including, without limitation, the Retained Accounts Receivable, other than

those as specifically described on Schedule 9.1, Schedule 4.11(a), Schedule

4.11(c), Schedule 4.12, Schedule 4.15, Schedule 4.22 and Schedule B, each as

attached hereto and made a part hereof.

"Excluded Liabilities" shall have the meaning set forth in Section

2.2.

"Files and Records" shall mean one copy of certain files and records,

whether in hard copy, computer or magnetic format, of the Seller exclusively

relating to the Division or the Purchased Property, as specifically described on

Schedule B attached hereto and made a part hereof.

"Financial Statements" shall have the meaning set forth in Section

4.6.

"Further Additional Consideration" shall have the meaning set forth in

Section 3.2(d).

"GAAP" shall mean United States generally accepted accounting

principles.

"Government" shall mean any agency, division, subdivision, audit group

or procuring office of the government of the United States or any foreign

government, including the employees or agents thereof.

"Guarantees" shall have the meaning set forth in Section 12.2(e).

"Guarantor" shall have the meaning set forth in Section 12.2(d).

"Guarantors" shall have the meaning set forth in Section 12.2(e).

"Guaranty" shall have the meaning set forth in Section 12.2(d).

"Health And Medical Coverage" shall have the meaning set forth in

Section 7.2(a).

"Indemnification Threshold" shall have the meaning set forth in

Section 11.6(a).

"Information" shall have the meaning set forth in Section 14.14.

"Intangible Assets" shall mean certain intangible personal property

rights, including, without limitation, phone numbers and domain names used

exclusively in the

<PAGE>

Business by the Seller, in each case exclusively in connection with the

Business, and all goodwill of the Seller exclusively relating to the Business,

as specifically described on Schedule 4.11(c) attached hereto and made a part

hereof.

"Intellectual Property" shall mean: (i) certain inventions (whether

patentable or unpatentable and whether or not reduced to practice), all

improvements thereto, and all patents, patent applications and patent

disclosures related thereto, together with all reissuances, continuations,

continuations-in-part, revisions, extensions and reexaminations thereof

("Patents"); (ii) certain trademarks, service marks, trade dress, logos, trade

names (including the names G-RAFF and all derivatives thereof), together with

all translations, adaptations, derivations and combinations thereof and

including all goodwill associated therewith, and all applications, registrations

and renewals in connection therewith ("Trademarks"); (iii) certain copyrightable

works (including, without limitation, certain software developed by the Seller),

certain copyrights and all applications, registrations and renewals in

connection therewith; (iv) certain mask works and all applications,

registrations and renewals in connection therewith; (v) certain trade secrets

and confidential business information (including ideas, research and

development, know-how, formulas, compositions, manufacturing and production

processes and techniques, technical data, designs, drawings, specifications,

customer and supplier lists, pricing and cost information, and business and

marketing plans and proposals); (vi) certain computer software (including data

and related documentation); (vii) certain other proprietary rights, including

certain rights under agreements related to the foregoing; and (viii) all copies

and tangible embodiments thereof (in whatever form or medium); with respect to

clauses (i) through (viii) above, inclusive, to the extent material to and used

exclusively in the Business and as specifically described on Schedule 4.11(a)

attached hereto and made a part hereof.

"Inventory" shall mean (i) the finished goods, raw materials, work in

process and inventoriable supplies of the Division owned by the Seller on the

date of this Agreement as set forth on Schedule C attached hereto and made a

part hereof, and (ii) any and all rights of the Seller to the warranties

received from its suppliers with respect to such inventory (to the extent

assignable) (but only to the extent related to Products sold by the Buyer

following the date hereof) and related claims, credits, rights of recovery and

set-off with respect thereto.

"Lease Termination" shall have the meaning set forth in Section

12.1(j).

"License Agreement" shall have the meaning set forth in Section 12.1

(i).

"License Termination" shall have the meaning set forth in Section

12.1(g).

"Licenses and Permits" shall have the meaning set forth in Section

4.12.

"Lien" shall mean any mortgage, pledge, security interest,

encumbrance, lien (statutory or other) or conditional sale agreement.

"Losses" shall have the meaning set forth in Section 11.1.

"Mortgage 1" shall have the meaning set forth in Section 12.2(f).

"Mortgage 2" shall have the meaning set forth in Section 12.2(g).

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"Mortgage 3" shall have the meaning set forth in Section 12.2(h).

"Mortgages" shall have the meaning set forth in Section 12.2(h).

"Note 1" shall mean that certain Promissory Note of even date made

payable by the Buyer to the order of the Seller in the original principal amount

of Eight Hundred Thirty-Six Thousand Seven Hundred Eighty-Three and Thirty-Five

One-Hundredths ($836,783.35) Dollars.

"Note 2" shall mean that certain Promissory Note of even date made

payable by the Buyer to the order of the Seller in the original principal amount

of One Hundred Twenty Thousand Eighty Hundred Sixty-Two and Twenty-Seven

One-Hundredths ($120,862.27) Dollars.

"Notes" shall mean Note 1 and Note 2.

"Notice" shall have the meaning set forth in Section 9.1(a).

"Occurrence" shall have the meaning set forth in Section 4.21(b).

"Option Period" shall have the meaning set forth in Section 9.1(a).

"Other Contracts" shall mean certain partnership or joint venture

agreements, license agreements, service contracts, employment, commission and

consulting agreements, suretyship contracts, letters of credit, reimbursement

agreements, distribution agreements, contracts or commitments limiting or

restraining the Seller from engaging or competing in any lines of business or

with any Person, documents granting the power of attorney with respect to the

affairs of the Seller, agreements not made in the ordinary course of business of

the Seller, options to purchase any assets or property rights of the Seller,

working capital maintenance or other form of guaranty agreements, and certain

other agreements to which the Seller is a party and which are related

exclusively to the operation of the Business, but excluding Employment and Labor

Agreements, Purchase Orders, Sales Orders and Plans, and specifically described

on Schedule 4.15 attached hereto and made a part hereof.

"Person" shall mean any individual, corporation, partnership, joint

venture, association, joint-stock company, trust, unincorporated organization or

Government.

"Plans" shall mean all pension, savings, retirement, health,

insurance, severance and any other employee benefit or fringe benefit plans

maintained or sponsored by the Seller or any other member of the Controlled

Group.

"Product Defect" shall have the meaning set forth in Section 8.1(d).

"Product Defect Claim" shall have the meaning set forth in Section

8.1(a).

"Product Defect Warranty Costs" shall have the meaning set forth in

Section 8.1(a).

"Product Liability Lawsuits" shall have the meaning set forth in

Section 4.21(a).

<PAGE>

"Products" shall mean, exclusively with respect to the Business: (i)

the products manufactured, or in the process of design or development for

manufacturing by the Seller as of the date of this Agreement (including, without

limitation, any product necessary and useful for the performance of any

Enumerated Contract); and (ii) any products manufactured or which were in the

process of design or development for manufacturing by the Seller (or its

predecessors in interest) in the last five years.

"Purchase Orders" shall mean all the Seller's outstanding purchase

orders, contracts or other commitments to suppliers of goods and services for

materials, supplies or other items used exclusively in the Business and

specifically described on Schedule 4.15 attached hereto and made a part hereof.

"Purchase Price" shall have the meaning set forth in Section 3.

"Purchased Property" shall mean the Transferred Accounts Receivable,

Assigned Contracts, Files and Records, Intangible Assets, Intellectual Property,

Inventory, Equipment, Licenses and Permits (to the extent transferable by the

Seller) and the Seller's right to participate as an exhibitor in the 2005 ILTA

Trade Show (the "Trade Show"); provided, however, that the term "Purchased

Property" shall not include the Excluded Assets.

"Rate of Compensation" shall have the meaning set forth in Section

7.2(c).

"Real Property" means all real property owned or leased by the Seller.

"Record Date" shall have the meaning set forth in Section 9.1.

"Reimbursement Amount" shall have the meaning set forth in Section

8.1(b).

"Reimbursement Period" shall have the meaning set forth in Section

8.1(b).

"Retained Accounts Receivable" shall have the meaning set forth in

Section 9.2.

"Retained Accounts Receivable Schedule" shall have the meaning set

forth in Section 9.2.

"Retrofits" shall have the meaning set forth in Section 4.21(a).

"RMT" shall have the meaning set forth in Section 12.1(j).

"Sales Orders" shall mean certain of the Seller's sales orders,

contracts or other commitments to purchasers of goods and services of the

Business specifically described on Schedule 4.15 attached hereto and made a part

hereof.

"Schedule 7.2 Employee" shall have the meaning set forth in Section

7.2(b).

"Section 9.1 Adjustment Date" shall have the meaning set forth in

Section 9.1(a).

"Security Agreement" shall have the meaning set forth in Section

12.1(a).

<PAGE>

"Selected Firm" shall have the meaning set forth in Section 3.2.

"Seller" shall have the meaning set forth in the Recitals hereto.

"Seller Indemnitees" shall have the meaning set forth in Section 11.3.

"Seller Severance Policies" shall have the meaning set forth in

Section 7.2(a).

"Seller Vacation Policies" shall have the meaning set forth in Section

7.2(a).

"Seller's Event of Breach" shall have the meaning set forth in Section

11.1.

"Similar Employment Terms" shall have the meaning set forth in Section

7.1.

"Subordination Agreement" shall have the meaning set forth in Section

12.1(h).

"Tax Returns" shall mean any return, report, information return or

other document (including any related or supporting information) filed or

required to be filed with any governmental body in connection with the

determination, assessment, collection or administration of any Taxes.

"Taxes" shall mean for all purposes of this Agreement all taxes

however denominated, including any interest, penalties or additions to tax that

may become payable in respect thereof, imposed by any governmental body, which

taxes shall include, without limiting the generality of the foregoing, all

income taxes, payroll and employee withholding taxes, unemployment insurance,

social security, sales and use taxes, excise taxes, franchise taxes, gross

receipts taxes, occupation taxes, real and personal property taxes, stamp taxes,

transfer taxes, gains taxes, workmen's compensation taxes and other obligations

of the same or a similar nature, whether arising before, on or after the date of

this Agreement; and "Tax" shall mean any one of them.

"Third Party" shall have the meaning set forth in Section 5.3(b).

"Third Party Documents" shall have the meaning set forth in Section

5.3(b).

"Transfer Taxes" shall have the meaning set forth in Section 10.2.

"Transferred Accounts Receivable" shall have the meaning set forth in

Section 9.1.

"Transferred Accounts Receivable Schedule" shall have the meaning set

forth in Section 9.1.

"Warranty Claims" shall have the meaning set forth in Section 8.1(a).

"Warranty Costs" shall have the meaning set forth in Section 8.1(a).

<PAGE>

SECTION 2. Purchase and Sale of the Purchased Property.

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Section 2.1. Transfer of Assets. Subject to the terms and conditions

herein set forth, except for the Excluded Assets, the Seller hereby sells,

conveys, transfers, assigns and delivers to the Buyer, and the Buyer hereby

purchases and accepts from the Seller, all rights, titles and interests of the

Seller in and to the Purchased Property, wherever located.

Section 2.2. Assumption of Liabilities. On and after the date of this

Agreement, the Buyer hereby assumes and the Buyer hereby agrees to pay, perform

and discharge as and when due, those liabilities and obligations of the Seller

(a) arising pursuant to, or in connection with, the terms of the Enumerated

Contracts, the Employment and Labor Agreements and/or the Trade Show; (b) as

contemplated by Section 7 with respect to the Division Employees and the

Schedule 7.2 Employees; (c) arising under and with respect to Warranty Claims,

subject to the provisions of Section 8.1 hereof; (d) arising in connection with

any items of software listed on Schedule 4.22 attached hereto and made a part

hereof, and under and with respect to any license with respect to any such

software; and (e) arising under Section 8.4 hereof (each of the foregoing as

described in clauses (a), (b), (c), (d) and (e) above, collectively, the

"Assumed Liabilities"). Without limiting the foregoing, the Buyer shall not

assume (and the term "Assumed Liabilities" shall not be deemed to include) (i)

income Taxes of the Seller; (ii) except as provided in Section 10.2 of this

Agreement, all other Taxes attributable to periods ending on or prior to the

date of this Agreement; (iii) Taxes of any other Person for which the Seller may

be liable by contract or otherwise; (iv) any liability of any kind due to

illegal or tortious conduct prior to the date of this Agreement by the Seller,

or the Seller's officers, directors or employees, whether to employees or third

parties; (v) any liability for product liability lawsuits arising from the sale

of any Product before the date of this Agreement; (vi) any liability for the

infringement of any item of Intellectual Property in connection with the sale of

any Product before the date of this Agreement; and (vii) any other liability not

expressly assumed by the Buyer pursuant to this Agreement. All the liabilities

and obligations of the Seller other than the Assumed Liabilities are hereinafter

referred to as the "Excluded Liabilities".

SECTION 3. Purchase Price.

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Section 3.1. Certain Consideration.

(a) The purchase price (the "Purchase Price") for the sale and

transfer of the Purchased Property is an aggregate of (i) One Million Eight

Hundred Thirty-Seven Thousand Seven Hundred Fourteen and Sixty-Four

One-Hundredths ($1,837,714.64) Dollars (the "Determined Amount"); and (ii) the

Additional Consideration, as such term is defined and as contemplated by Section

3.2.

(b) The Determined Amount is being paid as follows:

(i) Eight Hundred Eighty Thousand Sixty-Nine and Two

One-Hundredths ($880,069.02) Dollars by the Buyer's execution and delivery

contemporaneously herewith to the Seller of a certified check of the Buyer made

payable to the order of the Seller, or at the Seller's option, by wire transfer

of immediately available funds contemporaneously herewith to an account

designated in writing by the Seller (in either case, the "Closing Payment"); and

<PAGE>

(ii) Eight Hundred Thirty-Six Thousand Seven Hundred Eighty-Three

and Thirty-Five One-Hundredths ($836,783.35) Dollars by the Buyer's execution

and delivery to the Seller of Note 1; plus

(iii) One Hundred Twenty Thousand Eight Hundred Sixty-Two and

Twenty- Seven One-Hundredths ($120,862.27) Dollars by the Buyer's execution and

delivery to the Seller of Note 2.

Section 3.2 Additional Consideration.

(a) The Buyer shall pay to the Seller an amount equal to (i) twenty

(20%) percent of Access Sales during each of the two (2) successive twelve (12)

month periods commencing the date hereof (each such twelve (12) month period, an

"Earn-Out Period") aggregating, with respect to each Earn-Out Period, to an

amount equal to or greater than Two Million Five Hundred Thousand ($2,500,000)

Dollars up to and including Three Million Five Hundred Thousand ($3,500,000)

Dollars in such period, and (ii) two (2%) percent of the Access Sales

aggregating, with respect to each Earn-Out Period, to an amount in excess of

Three Million Five Hundred Thousand ($3,500,000) Dollars in such period (in each

case, the "Additional Consideration"). For purposes of this Section 3.2, "Access

Sales" shall mean the gross sales, whether direct or indirect, of the Buyer or

any subsidiary, whether direct or indirect, or Affiliate thereof, during each

Earn-Out Period arising in any respect from any and all of the following: (x)

the Business and any expansion, by acquisition or otherwise, or other

modification, of the Business, or of the operations, product and service lines

thereof (as so expanded or modified, the "Continuing Business"); (y) products

of, or services provided by or related to, the Continuing Business, including,

without limitation, the Products (collectively, "Access Products"), or products

or services similar or related to, replacing, substituting for or in any way

competitive with, any such Access Products; and (z) intellectual property of the

Continuing Business, including, without limitation, the Intellectual Property,

whether now owned or hereafter acquired, or products or services produced,

marketed or sold, or business conducted, thereunder or in connection therewith.

Access Sales shall be determined in accordance with GAAP, consistently applied

to each Earn-Out Period, consistent with the past practices of the Seller.

(b) For purposes of this Agreement, the Additional Consideration shall

be initially determined by the Buyer. The Buyer shall, make such determination

and deliver a written report thereof (together with all supporting schedules and

details of the calculation) to the Seller within thirty (30) days following the

end of each Earn-Out Period. Simultaneously with the delivery of such report,

the Buyer shall pay to the Seller the Additional Consideration by certified

check of the Buyer made payable to the order of the Seller, or at the Seller's

option, by wire transfer of immediately available funds to an account designated

in writing by the Seller.

report (and sixty (60) days from the receipt of the Comprehensive Statement) to

object to the Buyer's calculation of the Additional Consideration (and/or the

Reimbursement Amount, as the case may be). In the event that, within such sixty

(60) period, the Seller provides a written objection to such calculation, and

such objection is not resolved by the parties within fifteen (15) days

thereafter, all remaining disagreements with respect to such calculation of

Additional Consideration (and/or the Reimbursement Amount, as the case may be)

shall, within five (5) days following a written

<PAGE>

request from the Seller to the Buyer, be submitted to an accounting firm of

national reputation selected jointly by the Seller and the Buyer; if the Seller

and the Buyer are unable to agree on an accounting firm within such five (5) day

period, each shall, within five (5) days following a written request from the

Seller to the Buyer, select an accounting firm of national reputation and,

within five (5) days following the selection of both such accounting firms, such

firms shall select a third accounting firm of national reputation to resolve all

remaining disagreements with respect to the calculation of the Additional

Consideration (and/or the Reimbursement Amount, as the case may be). The

accounting firm so selected shall sometimes hereinafter be referred to as the

"Selected Firm". The Seller and the Buyer shall use their respective best

efforts to cause the Selected Firm to resolve all submitted disputes within

thirty (30) days following submission of such thereto by delivery to the Seller

and the Buyer of a statement in writing setting forth the conclusion of the

Selected Firm as to the disputed item or items and the effect of such

conclusions on the Additional Consideration (and/or the Reimbursement Amount, as

the case may be). The determination of the Selected Firm with respect to the

Additional Consideration (and/or the Reimbursement Amount, as the case may be)

shall be final, conclusive and binding, and judgment may be entered thereon in

any court of competent jurisdiction. Nothing contained herein shall be deemed a

consent to arbitrate any other issue or dispute which may hereafter arise among

the parties to this Agreement. The costs and fees of the Selected Firm shall be

borne equally by the Seller, on the one hand, and the Buyer, on the other hand.

At all times during the Earn-Out Periods and for one year thereafter, the Buyer

shall (i) keep separate books and records with respect to the Access Sales (the

"Access Sales Books"), and (ii) allow the Seller and its representatives full

and free access to such books and records of the Buyer and its subsidiaries and

Affiliates, including, without limitation, the Access Sales Books (and/or the

books and records of the Buyer and its subsidiaries and Affiliates relating to

the calculation of the Reimbursement Amount), as the Seller shall deem

necessary, appropriate or advisable, and allow the Seller to make extracts

therefrom and copies thereof of any of the same at the Seller's own cost and

expense. In connection with its review, the Selected Firm shall have the right

to undertake such auditing procedures as it may deem appropriate and to examine

all work papers utilized in the accounting and determination of the Additional

Consideration (and/or the Reimbursement Amount, as the case may be).

(d) If any further Additional Consideration ("Further Additional

Consideration") is due the Seller under Section 3.2(c), the Buyer shall make

payment of such amount within five (5) days following the earlier of settlement

or the issuance of the Selected Firm's decision. Any Further Additional

Consideration shall bear interest at the Default Rate from the date the Buyer

delivers the report contemplated by Section 3.2(b) to the Seller until paid.

(e) During the Earn-Out Periods, the Buyer will use commercially

reasonable efforts in good faith to maximize the Access Sales. In the event that

the Buyer transfers or assigns all or substantially all of the business or

assets of the Continuing Business to any other entity (whether by sale of stock,

sale of assets, merger or otherwise) (an "Acquiror"), the Buyer will cause the

Acquiror to assume liability for payment of the Additional Consideration

pursuant to the terms of this Agreement (with the Buyer remaining jointly and

severally liable). Notwithstanding the foregoing, or any other provision of this

Agreement, the parties intend that the business, operations, product and service

lines of the Continuing Business, including, without limitation, the Division,

not be altered, fragmented, dispersed or otherwise changed, having the effect of

diminishing the Additional Consideration. In the event of any such change, or in

the event that

<PAGE>

the Buyer shall fail to use commercially reasonable efforts in good faith to

maximize the Access Sales, the parties shall use their best efforts to

calculate, and the Buyer shall pay, the Additional Consideration consistent with

the Access Sales that would have been produced by the Continuing Business in

keeping with the intent of this Agreement.

SECTION 4. Representations and Warranties of the Seller.

The Seller hereby represents and warrants to the Buyer as follows,

which representations and warranties shall apply exclusively to the period from

and after January 22, 2002:

Section 4.1. Corporate Organization. The Seller is a corporation duly

organized, validly existing and in good standing under the laws of the State of

Delaware and has all requisite corporate power and authority to own its

properties and assets and to conduct its businesses as now conducted. Copies of

the Certificate or Articles of Incorporation and By-laws (or equivalent

documents) of the Seller, with all amendments thereto to the date hereof, have

been furnished to the Buyer or its representatives, and such copies are accurate

and complete as of the date hereof.

Section 4.2. Qualification to Do Business. The Seller is duly

qualified to do business as a foreign corporation and is in good standing in

every jurisdiction in which the character of the properties owned or leased by

it or the nature of the business conducted by it makes such qualification

necessary and in which the failure to be so qualified would have a material

adverse effect on the Business. Schedule 4.2 attached hereto and made a part

hereof sets forth all jurisdictions in which the Seller is qualified to do

business.

Section 4.3. Authorization and Validity of Agreement. The Seller has

all requisite corporate power and authority to enter into this Agreement and to

carry out its obligations hereunder. The execution and delivery of this

Agreement and the performance of the Seller's obligations hereunder have been

duly authorized by all necessary corporate action by the Board of Directors and

stockholder of the Seller, and no other corporate proceedings on the part of the

Seller are necessary to authorize such execution, delivery and performance. This

Agreement has been duly executed by the Seller and constitutes its valid and

binding obligation, enforceable against it in accordance with its terms.

Section 4.4. No Conflict or Violation. The execution, delivery and

performance by the Seller of this Agreement do not and will not violate or

conflict with any provision of the Certificate or Articles of Incorporation or

By-laws (or equivalent documents) of the Seller and do not and will not violate

any provision of law, or any order, judgment or decree of any court or other

governmental or regulatory authority, nor (after giving effect to any applicable

consents, waivers, authorizations or approvals contemplated by Section 4.5)

violate nor will result in a breach of or constitute (with due notice or lapse

of time or both) a default under any contract, lease, loan agreement, mortgage,

security agreement, trust indenture or other agreement or instrument to which

the Seller is a party or by which it is bound or to which any of its properties

or assets is subject, nor will result in the creation or imposition of any Lien

upon any of the Purchased Property, nor will result in the cancellation,

modification, revocation or suspension of

<PAGE>

any of the Licenses and Permits referred to in Section 4.12, to the extent that

any of the foregoing would have a material adverse effect on the Business.

Section 4.5. Consents and Approvals. Schedule 4.5 attached hereto and

made a part hereof sets forth a true and complete list of each consent, waiver,

authorization or approval of any governmental or regulatory authority, domestic

or foreign, or of any other Person, and each declaration to or filing or

registration with any such governmental or regulatory authority, that is

required in connection with the execution and delivery of this Agreement by the

Seller or the performance by the Seller of its obligations hereunder, which if

not obtained would have a material adverse effect on the Business.

Section 4.6. Financial Statements. Schedule 4.6 attached hereto and

made a part hereof sets forth (a) the statement of income for the Division for

the eleven (11) month period ended November 30, 2004, and (b) the statement of

income for the Division for the nine (9) month period ended September 30, 2004

(all the financial statements referred to in clauses (a) and (b) above being

hereinafter collectively referred to as the "Financial Statements"). The

Financial Statements, (i) present fairly the results of operations of the Seller

with respect to the Business for the periods then ended; and (ii) with respect

to the Business, are complete, correct and in accordance with the books of

account and records of the Seller. Notwithstanding anything contained herein,

the Seller makes no representation or warranties with respect to the Accounts

Receivable or Inventory.

Section 4.7. Absence of Certain Changes or Events.

-------------------------------------------------

(a) Except as set forth on Schedule 4.7 attached hereto and made

a part hereof and as contemplated by this Agreement, since September 30, 2004,

there has not been:

(i) any material adverse change in the Business or Purchased

Property (financial or other) of the Seller, or any event that has had a

material adverse effect on the foregoing;

(ii) any material loss, material damage, material

destruction or other material casualty to the Purchased Property;

(iii) any change in any method of accounting or accounting

practice of the Business or the Seller relating to the Business; or

(iv) any loss of the employment, services or benefits of any

key employee of Seller, who worked during such period exclusively in the

Business.

(b) Except as set forth on Schedule 4.7 and as contemplated by

this Agreement, since September 30, 2004, the Seller has operated the Business

in the ordinary course of its business consistent with past practice and has

not:

(i) incurred any material obligation or material liability

(whether absolute, accrued, contingent or otherwise) relating to the operations

of the Business except in the ordinary course of business consistent with past

practice;

<PAGE>

(ii) failed to discharge or satisfy any material Lien or pay

or satisfy any material obligation or material liability (whether absolute,

accrued, contingent or otherwise) arising exclusively from the operation of the

Business, other than liabilities being contested in good faith and for which

adequate reserves have been provided and Liens arising in the ordinary course of

business that do not, individually or in the aggregate, interfere with the use,

operation, enjoyment or marketability of any of the Purchased Property;

(iii) mortgaged, pledged or subjected to any material Lien

any of the Purchased Property, except for mechanics' liens and Liens for Taxes

not yet due and payable and Liens arising in the ordinary course of business

that do not, individually or in the aggregate, interfere with the use,

operation, enjoyment or marketability of any of the Purchased Property;

(iv) sold or transferred any of the material assets of the

Business or canceled any material debts or material claims or waived any

material rights relating exclusively to the operations of the Business, except

in the ordinary course of business consistent with past practice;

(v) disposed of any material patents, material trademarks or

material copyrights or any material patent, material trademark or material

(vi) defaulted on any material obligation relating

exclusively to the operations of the Business;

(vii) entered into any material transaction relating

exclusively to the Business, except in the ordinary course of business

consistent with past practice;

(viii) other than in connection with the execution and

delivery of this Agreement, and the consummation of the transactions

contemplated hereby, incurred any material obligation or material liability for

the payment of severance benefits; or

(ix) entered into any agreement or made any commitment to do

any of the foregoing.

Section 4.8. Tax Matters. Except as provided in Section 10.2, all Tax

Returns required to be filed before the date hereof in respect of the Seller

have been filed, and the Seller has paid, accrued or otherwise adequately

reserved for the payment of all Taxes required to be paid in respect of the

periods covered by such returns and has adequately reserved for the payment of

all Taxes with respect to periods ended on or before the date hereof for which

Tax Returns have not yet been filed. Except as provided in Section 10.2, all

Taxes of the Seller have been paid or adequately provided for and the Seller

knows of no proposed additional tax assessment against it not adequately

provided for on its regularly prepared financial statements. In the ordinary

course of business, the Seller makes adequate provision on its books for the

payment of Taxes (including for the current fiscal period) owed by the Seller.

The Seller has withheld and paid all Taxes required to be withheld with respect

to amounts paid or owing to any employee, creditor, independent contractor or

other third party.

Section 4.9. [INTENTIONALLY OMITTED].

<PAGE>

Section 4.10. Solvency. On the date of this Agreement and at all times

during the six (6) months immediately preceding the date of this Agreement,

except for those disputed in good faith, the Seller is and has been paying all

of its material debts, material liabilities and material obligations accruing

with respect to or resulting from the conduct of the Business as the same shall

have become due and owing, and, except for those disputed in good faith, none of

such payment obligations are past due or otherwise delinquent. Immediately after

the date of this Agreement, the Seller (i) will be solvent (i.e., the sum of its

debts will be less than all of its property, at a fair valuation); (ii) will

have sufficient capital to conduct the business, if any, it conducts after the

date of this Agreement; and (iii) will be able to pay its current and

anticipated debts as such debts mature. The Seller is executing this Agreement

in good faith, for fair value and without intent to hinder, delay or to defraud

its present and future creditors.

Section 4.11. Intellectual Property; Intangible Assets. Schedule

4.11(a) attached hereto and made a part hereof sets forth a listing of certain

Intellectual Property used by the Seller exclusively in connection with the

Business and described thereon, which listing is correct in all material

respects. The Seller owns all right, title and interest in and to, or has a

valid and enforceable license or otherwise has the right to use, in all

jurisdictions in which it carries on the Business, all Intellectual Property

without, to the knowledge of the Seller, materially violating or materially

conflicting with the rights of others. Except as set forth on Schedule 4.11(a),

to the extent that the Seller is the owner of any Intellectual Property, all

such owned Intellectual Property is owned by the Seller, free and clear of all

material Liens. All of the Seller's Intellectual Property is valid, subsisting,

unexpired, in proper form and enforceable, and all renewal fees and other

maintenance fees that have fallen due on or prior to the date of this Agreement

have been paid. There has not been communicated to the Seller the threat of any

material claim that the holder of such Intellectual Property is in violation or

infringement of any material Intellectual Property right of any other Person, or

challenging the Seller's ownership or use of, or the validity or enforceability

of, any of the Seller's Intellectual Property and, to the knowledge of the

Seller, none of the Products or operations of the Business involve any

infringement of any material proprietary right of any other Person. Other than

with respect to the License Termination, the consummation of the transactions

contemplated by this Agreement will not prohibit the Buyer from using any of the

Intellectual Property in a manner substantially similar to the Seller's current

use of such Intellectual Property in the Business.

Except as contemplated by this Agreement, Schedule 4.11(b) attached

hereto and made a part hereof sets forth a complete list of certain: (i)

material licenses, sublicenses and other agreements in which the Seller or any

sublicensee of the Seller has granted to any Person the right to use the

Intellectual Property exclusively with respect to the Business; and (ii) other

consents, indemnifications, forbearances to sue, settlement agreements and

licensing or cross-licensing arrangements to which the Seller is a party

relating to the Intellectual Property or the proprietary rights of any third

party, exclusively with respect to, and to the extent material to, the Business

and described thereon. Except as set forth on Schedule 4.11(b) and as

contemplated by this Agreement, the Seller is not under any material obligation

to pay royalties or other payments in connection with any license, sublicense or

other agreement, nor restricted from assigning its rights under any sublicense

or agreement respecting Intellectual Property, nor will the Seller otherwise be,

as a result of the execution and delivery of this Agreement or the performance

of its obligations under this Agreement, in material breach of any material

license, material sublicense or other material agreement relating to the

Intellectual Property.

<PAGE>

Schedule 4.11(c) attached hereto and made a part hereof sets forth a

complete list of certain Intangible Assets utilized by the Seller exclusively in

the Business and described thereon. Each of the Intangible Assets is valid and

in good standing, is not currently being challenged, and is not involved in any

pending or, to the knowledge of the Seller, threatened administrative or

judicial proceeding which could have a material adverse effect on the Business,

and does not conflict with any material rights of any other Person.

Section 4.

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