ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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Woodcraft Industries, Inc | Brentwood Acquisition Corp., | The Lucas Kendall Company, LLC,

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Title: ASSET PURCHASE AGREEMENT
Governing Law: Minnesota Date: 5/14/2004
Law Firm: Kaplan, Strangis and Kaplan, P.A.; Buckley LeChevallier P.C; Buckley LeChevallier P.C

ASSET PURCHASE AGREEMENT
, Parties: woodcraft industries inc , brentwood acquisition corp. , the lucas kendall company llc

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Exhibit 2.2

ASSET PURCHASE AGREEMENT

Dated as of July 25, 2002

by and among

Brentwood Acquisition Corp.,

Brentwood, Inc.,

The Lucas Kendall Company, LLC,

and

Brent E. Gabriel and Kathryn J. Gabriel

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TABLE OF CONTENTS

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ARTICLE I SALE OF SHARES AND CLOSING ...............................................................1

1.01 Purchase and Sale.........................................................................1

1.02 Excluded Assets...........................................................................4

1.03 Assumption of Liabilities.................................................................4

1.04 Excluded Liabilities .....................................................................5

1.05 Purchase Price............................................................................6

1.06 Closing ..................................................................................6

1.07 Payment of Purchase Price.................................................................6

1.08 Adjustment to Purchase Price .............................................................7

1.09 Allocation of Purchase Price..............................................................9

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY,

LUCAS AND THE PRINCIPALS ............................................................................9

2.01 Enforceability; Authority.................................................................9

(a) Enforceability .......................................................................9

(b) Authority ............................................................................9

2.02 Organization and Corporate Power ........................................................10

2.03 Ownership ...............................................................................10

2.04 Subsidiaries ............................................................................10

2.05 No Conflicts ............................................................................10

2.06 Governmental Approvals and Filings ......................................................11

2.07 Books and Records .......................................................................11

2.08 Financial Statements ....................................................................11

2.09 Undisclosed Liabilities..................................................................11

2.10 No Material Adverse Changes .............................................................12

2.11 Absence of Certain Developments..........................................................12

2.12 Tax Returns and Payments; Tax Liens; Tax Matters ........................................14

2.13 Legal Proceedings........................................................................14

2.14 Employees; Labor Matters ................................................................14

2.15 Immigration Matters .....................................................................15

2.16 Employee Benefits........................................................................16

(a) Employee Plans ......................................................................16

(b) Compliance; No Claims ...............................................................16

(d) No Changes ..........................................................................17

(e) No Multiemployer Plans ..............................................................17

(f) Fiduciary Responsibility ............................................................17

(g) No Penalties or Disqualifications....................................................17

2.17 Title to Properties, Condition and Sufficiency of Assets ................................17

(a) Real Property........................................................................17

(b) Leases...............................................................................17

(d) Condition............................................................................18

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(e) No Violations .......................................................................18

(f) No Improvements or Assessments.......................................................18

2.18 Accounts Receivable.......................................................................19

2.19 Inventory ................................................................................19

2.20 Contracts ................................................................................19

2.21 Insider Transactions .....................................................................21

2.22 Customers and Suppliers ..................................................................21

2.23 Brokers ..................................................................................21

2.24 Intellectual Property Rights..............................................................21

2.25 Insurance.................................................................................22

2.26 Warranty and Related Matters..............................................................22

2.27 Compliance with Laws; Permits ............................................................23

2.28 Environmental, Health and Safety Matters .................................................23

2.29 Guaranties................................................................................24

2.30 Disclosure ...............................................................................24

ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUYER ...................................................24

3.01 Corporate Existence.......................................................................24

3.02 Enforceability; Authority.................................................................24

3.03 No Conflicts..............................................................................25

3.04 Governmental Approvals and Filings........................................................25

3.05 Brokers ..................................................................................25

3.06 Financing ................................................................................25

ARTICLE IV PRE-CLOSING COVENANTS ......................................................................26

4.01 General....................................................................................26

4.02 Conduct of Business .......................................................................26

4.03 Preservation of Business ..................................................................26

4.04 Full Access................................................................................26

4.05 Current Evidence of Title .................................................................27

(a) Title Commitments......................................................................27

(b) Survey.................................................................................27

4.06 Exclusivity ...............................................................................28

4.07 Notice of Developments ....................................................................28

4.08 Change of Name ............................................................................28

4.09 Software Licenses .........................................................................28

4.10 Permit Applications........................................................................28

ARTICLE V POST-CLOSING COVENANTS.......................................................................29

5.01 General....................................................................................29

5.02 Further Assurances; Post-Closing Cooperation...............................................29

5.03 Transition.................................................................................29

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ARTICLE VI CONDITIONS TO OBLIGATIONS OF BUYER ..........................................................30

6.01 Representations and Warranties .........................................................30

6.02 Warranty Deed...........................................................................30

6.03 Bill of Sale............................................................................30

6.04 Assignment and Assumption Agreement ....................................................30

6.05 Consents ...............................................................................31

6.06 Assignment of Scheduled Contracts and Permits ..........................................31

6.07 Assignment of Intellectual Property Rights .............................................31

6.08 Title Insurance ........................................................................31

6.09 Certificates of Title ..................................................................31

6.10 Employment Agreements...................................................................31

6.11 Agreement ..............................................................................31

6.12 Releases................................................................................31

6.13 Financing...............................................................................31

6.14 Opinion of Counsel......................................................................31

6.15 Articles of Incorporation...............................................................32

6.16 Employees ..............................................................................32

6.17 Additional Documents ...................................................................32

6.18 Closing Documents.......................................................................32

ARTICLE VII CONDITIONS TO OBLIGATIONS OF THE COMPANY AND LUCAS...............................................32

7.01 Representations and Warranties..........................................................32

7.02 Purchase Price..........................................................................33

7.03 Assignment and Assumption Agreement.....................................................33

7.04 Officers' Certificates..................................................................33

7.05 Opinion of Counsel......................................................................33

7.06 Additional Documents....................................................................33

7.07 Closing Documents.......................................................................33

ARTICLE VIII SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS

AND AGREEMENTS, INDEMNIFICATION..............................................................................33

8.01 Survival of Representations, Warranties, Covenants and Agreements.......................33

8.02 Indemnification by the Company, Lucas and the Principals ...............................34

8.03 Indemnification by Buyer ...............................................................35

8.04 Method of Asserting Claims .............................................................35

ARTICLE IX TERMINATION.......................................................................................37

9.01 Termination.............................................................................37

9.02 Effect of Termination...................................................................38

ARTICLE X MISCELLANEOUS.......................................................................................38

10.01 Notices..................................................................................38

10.02 Expenses ................................................................................39

10.03 Press Releases and Announcements ........................................................39

iii

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10.04 Waiver .................................................................................40

10.05 Amendment ..............................................................................40

10.06 No Third Party Beneficiary..............................................................40

10.07 No Assignment; Binding Effect ..........................................................40

10.08 Headings................................................................................40

10.09 Severability............................................................................40

10.10 Complete Agreement......................................................................40

10.11 Arbitration ............................................................................40

10.12 Governing Law ..........................................................................41

10.13 Counterparts ...........................................................................41

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SCHEDULES

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A Definitions

Schedule 1.01(d) Fixed Assets

Schedule 1.01(e) Purchase Orders

Schedule 1.01(g) Vehicles

Schedule 1.01(l) Telephone Listings and Email Addresses

Schedule 1.02(h) Personal Property of the Principals and Robert W. Bennett

DISCLOSURE SCHEDULE

Section 2.02(b) Organization and Corporate Power

Section 2.04 Subsidiaries

Section 2.05 Conflicts

Section 2.06 Required Governmental Approvals and Filings

Section 2.08 Financial Statements

Section 2.09 Undisclosed Liabilities

Section 2.11 Absence of Certain Developments

Section 2.12 Tax Returns

Section 2.13 Legal Proceedings

Section 2.14 Employees, Labor Matters

Section 2.15 Immigration Matters

Section 2.16 Employee Benefits

Section 2.17 Title to Properties, Condition and Sufficiency of Assets

Section 2.18 Accounts Receivables

Section 2.19 Inventory

Section 2.20 Contracts

Section 2.21 Insider Transactions

Section 2.22 Customers and Suppliers

Section 2.23 Brokers

Section 2.24 Intellectual Property Rights

Section 2.25 Insurance

Section 2.26 Warranty and Related Matters

Section 2.27 Compliance with Laws; Permits

Section 2.28 Environmental Matters

Section 4.05 Survey Objections or Exceptions

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EXHIBITS

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<S> <C>

Exhibit A Warranty Deed

Exhibit B Bill of Sale and Assignment of Contract Rights

Exhibit C Allocation of Purchase Price

Exhibit D Description of Financing Commitments

Exhibit E Assignment and Assumption Agreement

Exhibit F Form of Brent E. Gabriel Employment Agreement

Exhibit G Form of Robert W. Bennett Employment Agreement

Exhibit H Form of Gabriel Agreement

Exhibit I Matters to be Covered by Opinion of Counsel to the Company, Lucas and the Principals

Exhibit J Matters to be Covered by Opinion of Counsel to Buyer

</Table>

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the "Agreement") dated as of

July 25, 2002, by and among Brentwood Acquisition Corp., a Minnesota

corporation ("Buyer"). Brentwood, Inc., an Oregon corporation (the

"Company"), The Lucas Kendall Company, LLC, an Oregon limited liability

company ("Lucas") and Brent E. Gabriel and Kathryn J. Gabriel (each a

"Principal" and collectively, the "Principals"). Capitalized terms not

otherwise defined herein have the meanings set forth in Schedule A to this

Agreement.

RECITALS

A. The Principals in the aggregate own 3,000 shares of common

stock, $1.00 par value per share (the "Shares"), of the Company, which

constitute all of the issued and outstanding shares of capital stock of the

Company.

B. The Company is engaged in the business of manufacturing,

selling and distributing hardwood and vinyl doors and accessories (the

"Business").

C. The Principals own all of the outstanding membership

interests of Lucas and all of the assets of Lucas are utilized in the

operation of the Business.

D. The Company and Lucas desire to sell and assign to Buyer, and

Buyer desires to purchase from the Company and Lucas, on the terms and

subject to the conditions set forth in this Agreement, substantially all of

the assets (with specified exclusions) of the Company and Lucas used in the

Business.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual promises

and agreements contained herein, and in consideration of the representations,

warranties, and covenants herein contained, the parties, intending to be legally

bound, agree as follows:

ARTICLE I

PURCHASE AND SALE OF ASSETS

1.01 PURCHASE AND SALE OF ASSETS. On the terms and subject to the

conditions set forth in this Agreement, each of the Company and Lucas agrees to

sell, assign, transfer, convey and deliver to Buyer on the Closing Date, and

Buyer agrees to purchase from the Company and Lucas, for the Purchase Price, all

of its respective right, title and interest in and to all of the assets and

other property interests of the Company and Lucas related to, or used in

connection with, the Business, (collectively, except for the Excluded Assets set

forth in Section 1.02, the "Acquired Assets"), including without limitation, the

following:

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(a) All of the real property owned by it and used in the operation

of the Business, all of which properties are identified in the Disclosure

Schedule under the caption referencing Section 2.17(a);

(b) Its interest in all real property leases to which it is a party

that are used in the operation of the Business, all of which leases are

identified in the Disclosure Schedule under the caption referencing Section

2.17(b);

party that are used in connection with the operation of the Business, all of

which leases are identified in the Disclosure Schedule under the caption

referencing Section 2.17(d);

(d) All of the machinery and equipment, attachments and parts

therefor, tools, dies, leasehold improvements, fixtures, patterns,

engineering equipment, office furniture, supplies and tangible personal

property of every kind and nature (other than personal property leases

identified in subsection (c) above) owned or used by it in connection with

the operation of the Business, including, without limitation, those tangible

assets listed on Schedule 1.01(d) (the "Fixed Assets"), except that those

personal assets listed in Schedule 1.02(h) are specifically excluded from the

Fixed Assets;

(e) All of its inventories, including supplies, raw materials, parts,

components, work-in-process, finished goods, product labels and packaging

materials used in connection with the Business and its interest in all orders

or contracts for the purchase of supplies, raw materials, parts, components,

product labels and packaging materials to the extent listed on Schedule

1.01(e) (the "Purchase Orders");

(f) All of its rights under contracts, agreements, commitments and

other arrangements identified in the Disclosure Schedule under the caption

referencing Section 2.20(a) as being assumed by Buyer and all unfilled or

uncompleted customer contracts or orders for the sale of goods and services

received and accepted by the Company in connection with the Business in the

ordinary course;

(g) All vehicles owned or used by it in connection with the

Business (the "Vehicles") including, without limitation, those listed on

Schedule 1.01(g);

(h) All of its business records and files relating to the Acquired

Assets or the Business, including, without limitation, customer lists and

records, sales information, supplier records, inventory records, purchase

orders and invoices, cost and pricing information, commission records,

correspondence, employment and personnel records of its employees, on

whatever media such records are maintained;

(i) All computer software, source codes, computer files, programs,

patents, trademarks, copyrights, applications, trade names, logos, licenses,

technical data, product specifications, blueprints, know-how, trade secrets

and other intellectual property rights owned by, licensed to or otherwise

controlled by it or used in, developed for use in or

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necessary to the conduct of the Business as now conducted or planned to be

conducted including, without limitation, those set forth in the Disclosure

Schedule under the caption referencing Section 2.24 and including the rights to

institute or maintain any action or investigation for and to recover damages for

any past infringement thereof or any actions of unfair competition relating

thereto;

(j) The name "Brentwood" or any combination of words in which the

name "Brentwood" appears or any rights associated with such name or any right

to use such name in all jurisdictions in which the Company or Lucas either

currently uses any such name or has any right to use any such name;

(k) All accounts, notes and other receivables owing to it that

relate to the Business and are existing on the Closing Date;

(l) The current telephone listings and email addresses of the

Business and the right to use the telephone numbers and email addresses

currently being used at the principal offices and other offices or facilities

of the Business, all of which telephone numbers and addresses are listed on

Schedule 1.01(l) hereto;

(m) All licenses, permits and approvals associated with, used or

employed in the Business or with respect to the Acquired Assets, including,

without limitation, all such licenses, permits and approvals listed in the

Disclosure Schedule under the caption referencing Sections 2.27 and 2.28;

(n) All sales and promotional materials, catalogues and

advertising and marketing literature and materials;

(o) All of its insurance policies obtained in connection with the

Business and all of its rights (including the rights to receive dividends)

under or arising out of such insurance policies;

(p) All prepaid expenses, deposits, claims, refunds, causes of

action, rights of recovery and warranty rights with respect to the Business

or the Acquired Assets;

(q) Goodwill (including all goodwill associated with and symbolized

by the name "Brentwood" as used as a trademark or service mark and all

goodwill associated with and symbolized by any other trademark or service

mark, trade name or corporate name used in the conduct of the Business as now

conducted), all related tangibles and intangibles which the Company uses in

the conduct of the Business and all rights to continue to use the Acquired

Assets in the conduct of a going business;

(r) All rights in connection with and assets of the Employee Plans

identified under the caption referencing Section 2.16(a) of the Disclosure

Schedule as being assumed by Buyer; and

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(s) All other assets of Lucas and the Company reflected on their

respective balance sheets as at March 31, 2002 other than inventory sold in

the ordinary course of the Company's business.

1.02 EXCLUDED ASSETS. Notwithstanding anything to the contrary contained in

Section 1.01 or elsewhere in this Agreement, the following assets, properties,

rights and interests of the Company and Lucas (the "Excluded Assets") shall not

be part of the sale and purchase contemplated hereunder, are excluded from the

Acquired Assets and shall remain the property of the Company and Lucas after the

Closing:

(a) All cash or cash equivalents of the Company and Lucas with respect

to the Business;

(b) All corporate minute books, charter documents, stock documents and

membership documents of the Company and Lucas;

of Sale and the Assignment and Assumption Agreement;

(d) All claims for tax refunds and other governmental charges of

whatever nature, including prepaid taxes and rebates;

(e) The contracts, agreements, commitments and other arrangements

identified in the Disclosure Schedule under the caption referencing Section

2.20(a) as not being assumed by Buyer;

(f) Such licenses, permits or authorizations which, by their terms,

are nonassignable, all of which are identified in the Disclosure Schedule

under the caption referencing Section 2.28 as being retained by the Company

or Lucas;

(g) All rights in connection with and assets of the Employee Plans,

except for those Employee Plans identified in the Disclosure Schedule under

the caption referencing Section 2.16(a) as being assumed by Buyer; and

(h) Personal property of the Principals and Robert W. Bennett as set

forth in Schedule 1.02(h) hereto.

1.03 ASSUMPTION OF LIABILITIES. As part of the consideration for the

purchase and sale of the Acquired Assets, at the Closing, Buyer will assume, pay

and perform in accordance with their terms or otherwise satisfy, the following

(the "Assumed Liabilities"):

(a) The liabilities and obligations of the Company and Lucas accruing

after the Closing Date under the executory portion of all Scheduled

Contracts identified in Section 2.20(a) of the Disclosure Schedule as

being assumed by Buyer and Purchase Orders, but not including any liability

or obligation for any breach thereof occurring prior to the Closing Date;

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(b) The liabilities and obligations of the Company and Lucas for

accounts payable, payroll taxes, accrued expenses (other than Taxes and

compensation payable to the Principals) and product remakes (subject to

Buyer's right of indemnification set forth in Section 8.02(a)(iii)) of the

Business incurred by the Company or Lucas in the ordinary course of

business prior to the Closing and accrued real estate taxes on the Real

Property; and

Employee Plans identified in Section 2.16(a) of the Disclosure Schedule as

being assumed by Buyer but not including any liability or obligation

existing thereunder on or prior to the Closing Date.

1.04 EXCLUDED LIABILITIES. Buyer has no responsibility for, and the

Company, Lucas and the Principals, jointly and severally, shall indemnify and

hold Buyer harmless from, any liabilities or obligations of the Company and

Lucas of any nature whatsoever which are not specifically included in the

Assumed Liabilities identified in Section 1.03, whether similar or dissimilar to

the Assumed Liabilities, whether now existing or hereafter arising, and whether

known or unknown to Buyer, the Company, Lucas or the Principals (the "Excluded

Liabilities"), including, without limitation, all of the following:

(a) Liabilities or obligations arising out of an event that occurred,

products sold or services performed by the Company or Lucas, or their

ownership of the Acquired Assets or the operation of the Business, on or

prior to the Closing Date;

(b) Liabilities or obligations for foreign, federal, state, county,

local or other governmental taxes of the Company and Lucas relating to the

operation of the Business or the ownership of the Acquired Assets on or

prior to the Closing Date;

Employee Plans or any other liabilities to employees or former employees of

the Company or Lucas, except for payroll taxes incurred in the normal

course of business and payable after the Closing Date and those liabilities

or obligations accruing after the Closing Date with respect to the Employee

Plans identified in Section 2.16(a) of the Disclosure Schedule as being

assumed by Buyer;

(d) Liabilities or obligations arising out of any litigation or

administrative or arbitration proceeding to which the Company, Lucas or

either Principal is a party or any claims by or against any one of them

arising from circumstances existing on or prior to the Closing Date;

(e) Liabilities or obligations resulting from any breach by the

Company or Lucas on or prior to the Closing Date of any contract or

agreement to which the Company, Lucas or either Principal is a party or by

which any one of them is bound, including, without limitation, any Assumed

Contract or Purchase Order;

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(f) Liabilities or obligations resulting from any violation by the

Company, Lucas, either Principal, or any employee, director or agent of the

Company or Lucas, or any predecessor for which the Company or Lucas may be

liable, of any applicable foreign, federal, state, county, local or other

governmental laws, decrees, ordinances or regulations, or any permit,

license, consent, certificate, approval or authorization issued pursuant to

such laws, decrees, ordinances or regulations, including, without

limitation, those applicable to discrimination in employment, employment

practices, wage and hour, retirement, labor relations, occupational safety,

health, trade practices, environmental matters, competition, pricing,

product warranties, product liability and product advertising;

(g) Liabilities or obligations resulting from workers' compensation

claims or audits arising out of events occurring on or prior to the Closing

Date; and

(h) The Company's and Lucas' obligations under this Agreement.

1.05 PURCHASE PRICE. Subject to the adjustment under Section 1.08, the

aggregate purchase price for the Acquired Assets is $8,150,000.00 MINUS any

Indebtedness of the Company as of the Closing Date (the "PURCHASE PRICE")

payable in the manner set forth in Section 1.07.

1.06 CLOSING. The closing of the transactions contemplated by this

Agreement (the "Closing") will take place at the offices of Kaplan, Strangis and

Kaplan, P.A., 5500 Wells Fargo Center, 90 South Seventh Street, Minneapolis,

Minnesota 55402 at 10:00 A.M. local time, on the second Business Day following

the satisfaction or waiver of all conditions to the obligations of the parties

to consummate the transactions contemplated hereby (other than conditions with

respect to actions the respective parties will take at the Closing itself) or

such other date and time as Buyer, the Company and Lucas mutually agree (the

"Closing Date"). At the Closing, the Company and Lucas will assign and transfer

to Buyer good and valid title in and to the Acquired Assets, free and clear of

all Liens, by delivering to Buyer a warranty deed substantially in the form

attached hereto as EXHIBIT A ("Warranty Deed"), a bill of sale substantially in

the form attached hereto as EXHIBIT B ("Bill of Sale") and such other

instruments of conveyance, transfer, assignment and delivery as Buyer shall

reasonably request to cause the Company and Lucas to transfer, convey, assign

and deliver the Acquired Assets to Buyer; and Buyer shall pay to the Company

and Lucas the Purchase Price in accordance with the provisions of Section 1.07

hereof. At the Closing, there shall also be delivered to the Company, Lucas and

Buyer the opinions, certificates, documents and instruments to be delivered

under Articles VI and VII.

1.07 PAYMENT OF PURCHASE PRICE. At the Closing, the Purchase Price (as

preliminarily adjusted pursuant to Section 1.08 hereof) will be paid by Buyer as

follows:

(a) $3,156,758.00 to the Company by wire transfer of immediately

available funds to such account as the Company may reasonably direct by

written notice delivered to Buyer by the Company at least two Business Days

before the Closing Date; and

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(b) $4,993,242.00 to Lucas by wire transfer of immediately available

funds to such account as Lucas may reasonably direct by written notice

delivered to Buyer by Lucas at least two Business Days before the Closing

Date.

1.08 ADJUSTMENT TO PURCHASE PRICE.

(a) No later than three (3) Business Days prior to the Closing Date,

the Principals shall cause the Company to prepare and deliver to Buyer a

calculation of the Net Working Capital (as defined below) of the Company

estimated as of the opening of business on the Closing Date ("ESTIMATED NET

WORKING CAPITAL"). The Estimated Net Working Capital shall be calculated in

accordance with generally accepted accounting principles, as applied on a

consistent basis with the Company's Financial Statements provided to Buyer

pursuant to Section 2.08(a) hereof, including, but not limited to,

provisions for uncollectable receivables, warranty claims and the like,

PROVIDED, HOWEVER, that in all events such calculation shall include a

provision for product remakes (the "NET WORKING CAPITAL BALANCE SHEET"). As

used herein, the term "NET WORKING CAPITAL" shall mean an amount equal to

the excess of total current assets of the Company and Lucas that are a part

of the Acquired Assets over the liabilities of the Company and Lucas

described in Section 1.03(b), calculated in accordance with generally

accepted accounting principles on a consistent basis with the Net Working

Capital Balance Sheet.

(b) If Estimated Net Working Capital is less than $1,000,000.00

("TARGET NET WORKING CAPITAL"), then the cash portion of the Purchase Price

payable to the Company at Closing shall be reduced by an amount equal to

the amount of such deficit (the "ESTIMATED WORKING CAPITAL ADJUSTMENT").

all events within 90 days thereafter, the Buyer will prepare and deliver to

the Principals (i) a draft balance sheet (the "Draft Closing Date Net

Working Capital Balance Sheet") for the Company as of the close of business

on the Closing Date (determined on a pro forma basis as though the parties

had not consummated the transactions contemplated by this Agreement), (ii)

a computation and determination of the Net Working Capital as of the

Closing Date; and (iii) a computation and determination of the Adjusted

Purchase Price (as defined below).

(d) If the Principals have any objections to the Draft Closing Date

Net Working Capital Balance Sheet, they will deliver a detailed statement

describing their objections to the Buyer within thirty (30) days of receipt

thereof. Buyer and the Principals will use reasonable efforts to resolve

any such objections among themselves. If the parties do not obtain a final

resolution within thirty (30) days after Buyer has received the statement

of objections, Buyer and the Principals will select an independent

accounting firm mutually acceptable to them to resolve any remaining

objections. If Buyer and the Principals are unable to agree on the choice

of an accounting firm, they will select by lot a nationally recognized

accounting firm which is not then currently and has not provided any

services to any of the parties hereto or the Company, or any of their

Affiliates within the past three (3) years which shall be jointly

instructed by the Buyer, on the one hand, and the Principals, on

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the other hand, to determine the Net Working Capital and the Adjusted

Purchase Price in accordance with this Agreement. (The accounting firm

selected by either mutual agreement or lot is herein referred to as the

"Accountant".) The Accountant shall deliver to each of Buyer and the

Principals its determinations within thirty (30) days after receiving the

joint instructions from Buyer and the Principals, and the determinations of

the Accountant will be set forth in writing and will be conclusive and

binding upon the parties. The expenses of the Accountant shall be borne

equally by Buyer and the Principals. The Buyer will give the Principals the

Draft Closing Date Net Working Capital Balance Sheet revised to reflect the

Accountant's determinations. The "CLOSING DATE BALANCE SHEET" shall mean

the Draft Closing Date Net Working Capital Balance Sheet, together with any

revisions thereto pursuant to this Section 1.08, including the

determination of the Accountant. The "ADJUSTED PURCHASE PRICE" shall mean

the Purchase Price, together with any revisions thereto pursuant to this

Section 1.08, including the determination of the Accountant.

(e) For purposes of the Principals' review of the Closing Date Balance

Sheet and the Adjusted Purchase Price, Buyer will make reasonably available

to the Principals and their accountants and other representatives the work

papers and backup materials used in preparing the Draft Closing Date Net

Working Capital Balance Sheet at reasonable times and upon reasonable

notice at any time during (i) the preparation by Buyer of the Draft Closing

Date Net Working Capital Balance Sheet, (ii) the review by the Principals

of the Draft Closing Date Net Working Capital Balance Sheet, and (iii) the

resolution by the parties of any objections thereto.

(f) If Estimated Net Working Capital is less than Target Net Working

Capital AND

(i) Net Working Capital is less than Estimated Net Working

Capital, the Principals shall pay Buyer the difference

between Estimated Net Working Capital and Net Working

Capital;

(ii) Net Working Capital is greater than Estimated Net Working

Capital, Buyer shall pay the Company the difference between

(x) the lesser of Target Net Working Capital or Net Working

Capital and (y) Estimated Net Working Capital; or

(iii) Net Working Capital is equal to Target Net Working Capital,

Buyer shall pay the Company the Estimated Working Capital

Adjustment.

(g) If Estimated Net Working Capital is equal to or greater than

Target Net Working Capital and Net Working Capital is less than Target

Net Working Capital, the Principals shall pay Buyer the difference between

Net Working Capital and Target Net Working Capital.

(h) Any payment to be made under either Section 1.08(f) or Section

1.08(g) shall be made no later than thirty (30) days after the earliest to

occur of (i) the 30th day

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after the Draft Closing Date Net Working Capital Balance Sheet shall have

been given by Buyer to the Principals, if the Principals shall not have

objected to the Draft Closing Date Net Working Capital Balance Sheet within

such period; (ii) the first Business Day after which the Buyer and the

Principals have resolved any objection raised by the Principals; or (iii)

the first Business. Day after the date on which the determination of the

Accountant referred to in Section 1.08(d) above is given to Buyer and the

Principals.

1.09 ALLOCATION OF PURCHASE PRICE. The parties agree to allocate the

Purchase Price and the Assumed Liabilities among the Acquired Assets as set

forth on EXHIBIT C, which exhibit is (i) consistent with the requirements set

forth in the Code, including Section 1060 of the Code, and the treasury

regulations thereunder and (ii) shall be updated as of the Closing Date after

taking into account the adjustment under Section 1.08. After the Closing, the

parties shall make consistent use of the allocation, fair market value and

useful lives specified in EXHIBIT C for all tax purposes and in all filings,

declarations and reports with the IRS in respect thereof, including the reports

required to be filed under Section 1060 of the Code. Buyer shall prepare and

deliver IRS Form 8594 to the Company and Lucas within 45 days after the Closing

Date to be filed with the IRS.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY, LUCAS AND THE

PRINCIPALS

The Company, Lucas and each Principal hereby jointly and severally

represent and warrant to Buyer as follows, except as set forth in the disclosure

schedule (the "Disclosure Schedule") delivered by them to Buyer in connection

with the execution and delivery of this Agreement (which Disclosure Schedule

sets forth the exceptions to the representations and warranties contained in

this Article II under captions referencing the Sections to which such exceptions

apply).

2.01 ENFORCEABILITY; AUTHORITY.

(a) ENFORCEABILITY. This Agreement, assuming the due authorization,

execution, and delivery by Buyer, constitutes the valid and binding

obligation of the Company, Lucas and each Principal, enforceable against

each of them in accordance with its terms. Upon the execution and delivery

by the Company, Lucas and the Principals of the Bill of Sale, the

Assignment and Assumption Agreement, the Employment Agreements and the

Gabriel Agreement and each other agreement to be executed or delivered by

any or all of the Company, Lucas and the Principals at the Closing

(collectively, the "Sellers' Closing Documents"), each of Sellers' Closing

Documents will constitute the legal, valid and binding obligation of the

parties thereto, enforceable against them in accordance with its terms.

(b) AUTHORITY. Each of the Company and Lucas have the absolute and

unrestricted right, power and authority to execute and deliver this

Agreement and the Sellers' Closing Documents to which it is a party and to

perform its obligations under this Agreement and the Sellers' Closing

Documents to which it is a party, and such action has been duly authorized

by all necessary action by the Company's shareholders, Lucas' members, and

the governing board of each of the Company and Lucas. Each Principal

<Page>

has all necessary legal capacity to enter into this Agreement and the

Sellers' Closing Documents to which such Principal is a party and to

perform his or her obligations hereunder and thereunder.

2.02 ORGANIZATION AND CORPORATE POWER.

(a) Each of the Company and Lucas is duly organized, validly existing

and in good standing under the laws of the State of Oregon, and has all

requisite power and authority and all authorizations, licenses, permits

and certifications necessary to carry on the Business as and to the extent

now conducted and to own, use and lease the Acquired Assets, and to perform

all of its obligations under the Purchase Orders and Scheduled Contracts.

(b) Each of the Company and Lucas is duly qualified, licensed or

admitted to do business and is in good standing in those jurisdictions

specified in SECTION 2.02(b) of the Disclosure Schedule, which are the only

jurisdictions in which the ownership, use or leasing of the Acquired

Assets, or the conduct or nature of the Business, makes such qualification,

licensing or admission necessary.

Lucas delivered to Buyer true and complete copies of the Governing

Documents of the Company and Lucas as in effect on the date hereof.

2.03 OWNERSHIP. The Principals own all of the Shares and all of the

membership interests (financial and governance) of Lucas.

2.04 SUBSIDIARIES. Except as disclosed on SECTION 2.04 of the Disclosure

Schedule, neither the Company nor Lucas has any subsidiaries or owns, directly

or indirectly, any shares of capital stock or other equity securities in any

corporation or owns any interest in any partnership, limited liability company,

joint venture, association, trust or any other unincorporated organization or

entity or has any agreement or commitment to purchase any such interest.

2.05 NO CONFLICTS. Neither the execution and delivery of this Agreement,

nor the consummation of the transactions contemplated hereby, will:

(a) conflict with or result in a violation or breach of any provision

of the Governing Documents of the Company or Lucas;

(b) conflict with or result in a violation or breach by either

Principal, the Company or Lucas of any constitution, statute, regulation,

rule, Order or other restriction of any Governmental or Regulatory

Authority to which either Principal, the Company or Lucas, or any of the

Acquired Assets is subject; other than such conflicts, violations or

breaches (i) which could not in the aggregate reasonably be expected to

materially and adversely affect the validity or enforceability of this

Agreement or to have a Material Adverse Effect; or

<Page>

conflict with or result in a violation or breach of, constitute (with or

without notice or lapse of time or both) a default under, result in the

acceleration of, create in any Person the right to accelerate, terminate,

modify, or cancel, or require any notice under, any contract or other

arrangement to which any of the Principals, the Company or Lucas is a party

or by which it is bound or to which any of the Acquired Assets is subject

(or result in the imposition of any Lien upon any of the Acquired Assets),

which, individually or in the aggregate is material to the validity or

enforceability of this Agreement or could in the aggregate be reasonably

expected to have a Material Adverse Effect.

2.06 GOVERNMENTAL APPROVALS AND FILINGS. Except as disclosed in SECTION

2.06 of the Disclosure Schedule, neither the Company nor Lucas nor either

Principal is required to give any notice to, make any filing with, or obtain any

authorization, consent, or approval of any Governmental or Regulatory Authority

in connection with the execution, delivery and performance of this Agreement or

the consummation of the transactions contemplated hereby.

2.07 BOOKS AND RECORDS. The minute books and other similar Records of the

Company and Lucas as made available to Buyer prior to the execution of this

Agreement contain a true and complete record, in all material respects, of all

action taken at all meetings and by all written consents in lieu of meetings of

the shareholders or members, as the case may be, the board of directors and

committees of the board of directors of the Company, the board of governors and

committees of the board of governors of Lucas, and the stock Records of the

Company and membership Records of Lucas are correct and complete.

2.08 FINANCIAL STATEMENTS. Prior to the execution of this Agreement, the

Company has delivered to Buyer true and complete copies of the balance sheets of

the Company for the years ended April 30, 2002 (the "Company's Latest Balance

Sheet") and April 30, 2001, together with all related statements of operations

and cash flow for the years then ended (the "Company's Financial Statements").

The Company's Financial Statements have been prepared in the ordinary course of

the Company's business, consistent with the internal accounting practices of the

Company, applied on a consistent basis throughout the periods covered thereby

and present fairly the financial condition of the Company as of such dates and

the results of operations of the Company for such periods. Except as disclosed

in Section 2.08 of the Disclosure Schedule, the Company's Financial Statements

have been prepared in accordance with generally accepted accounting principles

consistently applied throughout the periods indicated.

2.09 UNDISCLOSED LIABILITIES. With respect to the Acquired Assets or the

operations of the Business, neither the Company nor Lucas has any material

liabilities (whether accrued, absolute, contingent, unliquidated or otherwise,

whether due or to become due, whether known or unknown, and regardless of when

asserted) arising out of transactions or events heretofore entered into, or any

action or inaction, or any state of facts existing, except (i) as reflected in

the Company's Latest Balance Sheet, (ii) as specifically set forth in SECTION

2.09 of the Disclosure Schedule, or (iii) liabilities which have arisen after

the date of the Company's Latest Balance Sheet in the ordinary course of

business (none of which is a material uninsured liability for breach of

contract, breach of warranty, tort, infringement, claim or lawsuit).

<Page>

2.10 NO MATERIAL ADVERSE CHANGES. Since March 31, 2002, there has been no

event, occurrence, development or state of circumstances or facts which

individually or in the aggregate has had, will have or could reasonably be

expected to have a Material Adverse Effect, and, to the Knowledge of Principals,

no facts or conditions exist or are threatened or contemplated which

individually or in the aggregate will have or could reasonably be expected to

have a Material Adverse Effect in the foreseeable future, provided that for

purposes of this Section 2.10, Material Adverse Effect shall be deemed not to

include events, occurrences, developments or states of circumstances or facts

that affect the wood products industries generally.

2.11 ABSENCE OF CERTAIN DEVELOPMENTS. Except for the execution and delivery

of this Agreement and the transactions to take place pursuant hereto on or prior

to the Closing Date or as disclosed in SECTION 2.11 of the Disclosure Schedule,

since April 30, 2002 neither the Company nor Lucas has:

(a) borrowed any amount or incurred or become subject to any liability

except (i) current liabilities incurred in the ordinary course of business

and (ii) liabilities under contracts entered into in the ordinary course of

business;

(b) granted any Lien or any other encumbrance on any of the Acquired

Assets except (i) Liens for current property taxes not yet due and payable,

(ii) Liens imposed by law and incurred in the ordinary course of business

for obligations not yet due to carriers, warehousemen, laborers,

materialmen and the like, or (iii) Liens in respect of pledges or deposits

under workers' compensation laws;

current liabilities paid in the ordinary course of business;

(d) sold, assigned or transferred (including, without limitation,

transfers to any employees, Affiliates, shareholders or members) any

tangible assets of the Business except for sales of inventory in the

ordinary course of business;

(e) disclosed, to any Person other than its employees, agents and

representatives, Buyer or authorized representatives of Buyer, any

proprietary confidential information, other than pursuant to a

confidentiality agreement prohibiting the use or further disclosure of such

information, which agreements are identified in the Disclosure Schedule

under the caption referencing this Section 2.09(e) and are in full force

and effect on the date hereof;

(f) modified or canceled any debts or claims or waived any rights of

material value or suffered any extraordinary losses or adverse changes in

collection loss experience, whether or not in the ordinary course of

business or consistent with past practice;

(g) entered into any transaction, or modified any agreement,

arrangement or understanding, with any Insider;

(h) entered into, terminated or modified any other material agreement

except in the ordinary course of business and consistent with past custom

and practice;

<Page>

(i) suffered any material theft, damage, destruction or loss of or to

any property or properties owned or used by it in connection with the

Business, whether or not covered by insurance;

(j) made or granted any bonus or any wage, salary or compensation

increase to any director, officer, employee with a base salary or base

compensation of more than $5,000 per year, or consultant;

(k) entered into or modified any employment agreement, arrangement or

understanding with any director, officer or employee;

(1) made or granted any increase in any employee benefit plan or

arrangement, or amended or terminated any existing employee benefit plan or

arrangement, or adopted any new employee benefit plan or arrangement or

made any commitment or incurred any liability to any labor organization;

(m) made any single capital expenditure or commitment therefor in

excess of $10,000 or capital commitments exceeding $25,000 in the

aggregate;

(n) made any loans or advances to (other than employee expense

advances made in the ordinary course of business), or guarantees for the

benefit of, any Persons;

(o) made charitable contributions or pledges except in accordance with

past custom and practice;

(p) made any change in accounting principles, methods or practices

from those utilized in the preparation of the Company's Financial

Statements or Lucas' Financial Statements;

(q) amended any of its Governing Documents;

(r) entered into or modified any severance or similar arrangement with

any officer or employee;

(s) terminated, modified, canceled, or committed any breach of any

insurance contract providing insurance coverage to the Company, Lucas or

the Acquired Assets;

(t) taken any other action or entered into any other transaction other

than in the ordinary course of business and in accordance with past custom

and practice (other than the transactions contemplated by this Agreement);

(u) agreed, consented or committed, either orally or in writing, to do

any of the foregoing.

<Page>

2.12 TAX RETURNS AND PAYMENTS; TAX LIENS; TAX MATTERS. Except as set

forth in Schedule 2.12 of the Disclosure Schedule, each of the Company and

Lucas has filed when and as due all federal, state and local income,

franchise, sales, use, payroll, excise, business and license and other tax

returns required by law to be filed by it for all periods prior to the date

hereof (collectively, "Tax Returns"). There are currently no extensions of

time in effect with respect to the dates on which any Tax Returns of the

Company or Lucas are due to be filed. Each of the Company and Lucas has paid

all federal, state, local or foreign taxes or other governmental charges

(including interest, additions to tax or penalties) (collectively, "Taxes")

imposed with respect to its business operations for all periods prior to the

date hereof. Without limitation, each of the Company and Lucas has made all

necessary tax withholding with respect to its employees. There are no Liens

for any Taxes on any of the Acquired Assets that arose in connection with any

failure (or alleged failure) to pay any Taxes and to the Knowledge of

Principals there is no basis for assertion of any claims attributable to

Taxes, which if adversely determined, would result in any such Lien. There

are no outstanding assessments or any Taxes otherwise due that if not paid on

a timely basis would result in any Liens for such assessments or Taxes on any

of the Acquired Assets. All deficiencies asserted as a result of any audit or

examination of any Tax Return of the Company or Lucas have been paid in full,

and no deficiencies of any Taxes payable by the Company or Lucas are being

proposed or threatened. No audit or investigation of any Tax Return of the

Company or Lucas is currently being conducted or pending. There are no

outstanding waivers or agreements for extension of time for the assessment of

any Taxes.

2.13 LEGAL PROCEEDINGS. Except as disclosed in SECTION 2.13 of the

Disclosure Schedule, there are no actions, suits, proceedings, Orders or

investigations pending or, to the Knowledge of Principals, threatened against

the Company or Lucas or that otherwise relates to or may affect any of the

Acquired Assets or the financial condition, operating results or business

condition of the Business, at law or in equity, or before or by any federal,

state, municipal or other Governmental or Regulatory Authority. There is no

unsatisfied Order binding upon the Company or Lucas.

2.14 EMPLOYEES; LABOR MATTERS.

(a) SECTION 2.14(a) of the Disclosure Schedule lists, as of the date

set forth in the Disclosure Schedule, each employee of the Company and

Lucas who performs functions in connection with the Business and the job

classification, remuneration (including any scheduled salary or

remuneration increases), date of employment and accrued vacation time of

each such employee. Neither the Company nor Lucas is delinquent in payments

to any of its employees for any wages, salaries, commissions, bonuses,

severance, termination pay or other direct compensation for any services

performed for it to the date hereof or amounts required to be reimbursed to

such employees.

(b) Except as set forth in SECTION 2.14(b) of the Disclosure Schedule,

neither the Company nor Lucas has a policy, practice, plan or program of

paying severance pay or any form of severance compensation in connection

with the termination of employment, and the consummation of the

transactions contemplated by this Agreement will not (either alone or

together with any other acts or events) result in any payment, benefit or

other right becoming due from the Company or Lucas to any current or former

employee, director, shareholder, partner, independent contractor or agent

of the Company or Lucas, nor

<Page>

accelerate the timing or vesting of any such payment, benefit or right, nor

otherwise increase the amount of compensation due to any such Person.

applicable laws and regulations respecting labor, employment, labor and

union relations, fair employment practices, safety and health, terms and

conditions of employment, and wages and hours except to the extent that any

such non-compliance is not material to the operation of the Business as

presently conducted.

(d) Except as set forth in SECTION 2.14(d) of the Disclosure Schedule,

no charges of employment discrimination or unfair labor practices have been

brought against the Company or Lucas, nor are there any strikes, slowdowns,

stoppages of work, or any other concerted interference with normal

operations of the Business existing, pending, or, to the Knowledge of

Principals, threatened against or involving the Company or Lucas.

(e) Except as set forth in SECTION 2.14(e) of the Disclosure Schedule,

neither the Company nor Lucas has received notice of any impending,

strikes, slowdowns, concerted interference with normal operations or union

organization activities.

(f) Except as set forth in SECTION 2.14(f) of the Disclosure Schedule,

there are no grievances, complaints or charges that have been filed against

the Company or Lucas under any dispute resolution procedure (including, but

not limited to, any proceedings under any dispute resolution procedure

under any collective bargaining agreement).

(g) Neither the Company nor Lucas is a party to any labor or

collective bargaining, agreements and none are currently being or are about

to be negotiated by the Company or Lucas.

(h) Neither the Company nor Lucas has received notice of, and to the

Knowledge of Principals, there are no pending or threatened changes with

respect to (including, without limitation, resignation of) the senior

management or key supervisory personnel of the Company or Lucas.

2.15 IMMIGRATION MATTERS.

(a) With respect to all employees (as defined in Section 274a.1(g) of

Title 8, Code of Federal Regulations) of the Company who perform functions

in connection with the Business, the Company is in compliance in all

material respects with the Immigration Reform and Control Act of 1986 and

all regulations promulgated thereunder ("IRCA") with respect to the

completion, maintenance and other documentary requirements of Forms 1-9

(Employment Eligibility Verification Forms) for all current and former

employees and the reverification of the employment status of any and all

employees whose employment authorization documents indicated a limited

period of employment authorization.

(b) SECTION 2.15(b) of the Disclosure Schedule contains a true and

complete list of all employees of the Company as of May 31, 2002 who,

according to documentation

<Page>

provided to the Company by their employees, are not citizens of the United

States and who are not permanent residents of the United States, together

with a true and complete list of the visa status and visa expiration dates

of each such employee.

to the Knowledge of Principals, the Company has employed only individuals

authorized to work in the United States. Except as set forth on SECTION

2.15(c) of the Disclosure Schedule, neither the Company nor any Principal

has received any written notice of any inspection or investigation relating

to its or their alleged noncompliance with or violation of IRCA, nor has it

or they been warned, fined or otherwise penalized by reason of any failure

to comply with IRCA.

(d) The consummation of the transactions contemplated by this

Agreement will not (i) give rise to any liability for the failure to

properly complete and update Forms 1-9, (ii) give rise to any liability for

the employment of individuals not authorized to work in the United States,

or (iii) cause any current employee to become unauthorized to work in the

United States.

2.16 EMPLOYEE BENEFITS.

(a) EMPLOYEE PLANS. SECTION 2.16 of the Disclosure Schedule contains a

complete list of Employee Plans maintained or contributed to by the Company

or Lucas with respect to all employees and former employees who perform or

performed functions in connection with the Business.

(b) COMPLIANCE; NO CLAIMS. The Employee Plans have been maintained in

compliance, in all material respects, with the terms of such Employee Plans

and in accordance with applicable laws, including but not limited to ERISA

and the Code. With respect to the Employee Plans, (i) all required

contributions which are due have been made and all contributions for any

period ending on or before the Closing Date will on the Closing Date either

be made or properly accrued; (ii) there are no actions, suits or claims

pending, other than routine uncontested claims for benefits; and (iii)

there have been no prohibited transactions (as defined in Section 406 of

ERISA or Section 4975 of the Code) for which either the Company or Lucas

has or could reasonably be expected to have a material liability.

available to it true and complete copies of (i) each employee pension plan

(and related trust documents) which covers or has covered employees of the

Company and Lucas and all amendments thereto (each, a "Pension Plan");

(ii) each Welfare Plan and Benefit Arrangement; (iii) the most recent

determination letter, if any, issued by the Internal Revenue Service with

respect to each Employee Plan and any amendments to any Employee Plan made

subsequent to or not covered by such determination letter, (iv) the most

recent financial statements and annual reports or returns for the Employee

Plans; and (v) the most recently prepared actuarial valuation reports for

the Employee Plans.

<Page>

(d) NO CHANGES. Since the last day of the last plan year for which an

annual report or return has been filed in respect of an Employee P

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