ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT

                            ASSET PURCHASE AGREEMENT


      This ASSET PURCHASE AGREEMENT (the "Agreement"), dated as of October 24,
2007, is made by and among C&D TECHNOLOGIES, INC., a Delaware corporation ("C&D"
or "Seller") and CROWN BATTERY MANUFACTURING CO., an Ohio corporation ("CBMC" or
"Buyer").


                                    RECITALS


      WHEREAS, subject to the terms and conditions hereof, Seller desires to
sell, transfer and assign to Buyer certain assets of its Motive Power Division
business (the "Motive Power Division Business"), including the assets of
Seller's sales/service/distribution center operations located in Mississauga,
Ontario, Canada, Buffalo, NY, USA and Santa Fe Springs, CA, USA (collectively,
the "Facilities"), and Buyer desires to purchase from Seller such assets, with
the exception of certain excluded assets, upon the terms and conditions and for
the consideration hereinafter set forth, which consideration consists of cash
and the assumption of certain liabilities.

      NOW, THEREFORE, in consideration of the foregoing and the representations,
warranties and mutual agreements herein contained, the parties hereto agree as
follows:


                                    ARTICLE I
                           PURCHASE AND SALE OF ASSETS

      1.1 Purchase and Sale of Assets. Subject to the terms and conditions set
forth in this Agreement, Seller will sell, assign, transfer, convey and deliver
to Buyer, and Buyer will purchase, acquire and accept from Seller, at the
Closing for the consideration hereinafter set forth in Section 1.4, all right,
title and interest of Seller in and to the following listed assets, properties
and rights in connection with the Motive Power Division Business (the "Purchased
Assets"):

          (i) the real property leases and/or subleases listed in Schedule
1.1(i) which, together with Seller's structures, fixtures and other improvements
thereon and the appurtenances thereto and all rights and privileges pertaining
thereto, are hereinafter referred to as the "Real Property Leases";

          (ii) the machinery, equipment, telecommunications system, furniture,
tools, supplies, hardware, spare parts and other tangible personal property
listed in Schedule 1.1(ii), (hereinafter referred to collectively as the
"Equipment");

          (iii) all finished battery inventory listed in Schedule 1.1(iii)
(hereinafter referred to collectively as the "Inventory")(to be priced at
Closing at FIFO book value);

          (iv) certain C-LINE specific manufacturing equipment listed in
Schedule 1.1(iv)(also referred to herein as "Equipment");

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          (v) electronic and hardcopy marketing and selling materials pertaining
to the C-LINE, V-LINE, VELOCITY and LIBRA motive battery products and C&D motive
battery chargers, including brochures, sales literature and other promotional
material;

          (vi) Customer lists and sales transactions history for the C-LINE,
V-LINE, VELOCITY and LIBRA motive battery products and C&D motive battery
chargers for the twelve-month period prior to the date of this Agreement;

          (vii) any current technical materials and operation manuals relating
to the Purchased Assets; and

          (viii) to the extent freely assignable, transferable or licensable,
without the payment by Seller of additional fees and royalties, all rights and
interests of Seller in and to the computer software programs and databases (and
documentation related thereto) that are used exclusively at the Facilities but
are not used by Seller in its operations in locations other than the Facilities,
as listed in Schedule 1.1(viii) (the "Facilities Software").

      1.2 Excluded Assets. The following assets relating to the Motive Power
Division Business and the Facilities (the "Excluded Assets") are not included in
the Purchased Assets:

          (i) all claims of the Seller with respect to transactions occurring or
arising prior to the Closing Date, including without limitation any rights or
claims of the Seller with respect to any tax refund, carryback or carryforward
or other credits to the Seller for periods ending on or prior to the Closing;

          (ii) all cash and cash equivalents held by the Seller as of the
Closing;

          (iii) all accounts receivable, notes receivable and other receivables
held by or of the Seller;

          (iv) all prepaid expenses and deferred charges relating to the Motive
Power Division Business;

          (v) all refunds or rebates paid or payable by vendors or suppliers to
Seller relating to purchases for the Facilities;

          (vi) any security deposit monies deposited by Seller pursuant to or in
connection with the requirements of the Real Property leases;

          (vii) all trade names, trademarks or logos bearing the letters or
marks "C&D" and "C&D Technologies";

          (viii) any assets of any employee benefit plan (including, without
limitation, as defined in Section 3(3) of The Employee Retirement Income
Security Act of 1974, as amended ("ERISA")) maintained by the Seller or for any
employees of Seller;

          (ix) any property, casualty, workers' compensation or other insurance
policy or proceeds or related insurance services contract relating to the
Seller, and any rights of the Seller under any such insurance policy or
contract, including, but not limited to rights to any cancellation value; and

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          (x) all other assets not specifically listed as a Purchased Asset in
the Schedules to Section 1.1.

      1.3 Assumed Liabilities.

        (a) Except to the extent set forth in Section 1.3(b) below, at the
Closing, Buyer will assume and agree to pay, satisfy and discharge when due in
accordance with their respective terms the following obligations and liabilities
(collectively the "Assumed Liabilities"):

          (i) all obligations and liabilities relating to the Purchased Assets,
including the Real Property Leases to the extent that such obligations and
liabilities did not arise, accrue or are not past due as of the date of Closing,
and other contracts and commitments listed Sections 1.1(i) through 1.1(viii) or
the Schedules thereto;

          (ii) all obligations and liabilities for or relating to the
Transferred Employees (as defined in Section 7.1) for which Buyer is responsible
under Article VII;

          (iii) all obligations and liabilities relating to purchase orders
issued to or accepted by Buyer after the Closing in connection with the use of
the Purchased Assets or the operation of a motive power business by Buyer; and

          (iv) all obligations and liabilities for federal, state and local
taxes or assessments incurred or suffered by Buyer in connection with the use or
purchase of the Purchased Assets or the operation of a motive power business by
Buyer after Closing; and

           (v) any obligations and liabilities under any employment or consulting
agreements executed prior to Closing for employees of Seller who are Transferred
Employees;

          (vi) severance and/or separation pay or allowances for employees who
are Transferred Employees.

        (b) Notwithstanding the provisions of Section 1.3(a) above, Seller is
retaining, and Buyer is not assuming, any obligations and liabilities of Seller,
except those provided for in Section 1.3(a) above. Without limiting the
generality of the foregoing, except as otherwise set forth in this Agreement and
subject to Section 1.3(a) above, Buyer is not assuming any obligations and
liabilities for the following:

          (i) all obligations and liabilities for federal, state and local taxes
or assessments incurred or suffered by Seller in connection with the use of the
Purchased Assets or the operation of the Motive Power Division Business prior to
the Closing;

          (ii) all obligations and liabilities relating to purchase orders
issued to or accepted by Seller prior to the Closing in connection with the use
of the Purchased Assets or the operation of the Motive Power Division Business
prior to the Closing;

          (iii) all obligations and liabilities of Seller arising from a breach
by Seller of any contract or agreement, including Material Contracts and Real
Property Leases, prior to the Closing;

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          (iv) except to the extent expressly otherwise provided in Article VII
hereof, any obligation and liability with respect to: (A) any worker's
compensation or long-term disability for employees of Seller, whether or not
such employees are Transferred Employees, if the claim arose prior to Closing;
(B) any pension costs for employees of Seller, whether or not such employees are
Transferred Employees, relating to the period of employment prior to the
Closing, or (C) any severance or separation pay or allowances for employees of
Seller who are not Transferred Employees.

           (v) any obligations and liabilities under any employment or consulting
agreements executed prior to Closing for employees of Seller who are not
Transferred Employees;

          (vi) any warranty obligations of Seller under any product warranty for
motive battery products manufactured, sold and delivered by Seller to third
party purchasers;

          (vii) any obligations and liabilities of Seller for any inter-company
interest payable and accounts payable; and

          (viii) any obligations and liabilities of Seller arising out of any
action, suit, investigation or proceeding to the extent based upon an event
occurring or a claim relating to the Purchased Assets and arising prior to the
Closing.

      1.4 Purchase Price. The total purchase price for the Purchased Assets (the
"Purchase Price"), shall be Two Million Seven Hundred and Seventy Eight Thousand
Three Hundred and Sixty Eight Dollars ($2,778,368.00), which shall equal the
total of the dollars amounts set forth in the Schedules to Section 1.1 hereof,
payable to Seller as follows:

        (i) Three Hundred Thousand Dollars ($300,000)in cash at the Closing by
electronic funds transferred to a deposit account with the financial institution
specified by Seller in writing to Buyer no less than twenty-four (24) hours
prior to the Closing; and

        (ii) Two Million Four Hundred and Seventy Eight Thousand Three Hundred
and Sixty Eight Dollars ($2,478,368.00)for Inventory in cash within on or before
January 31, 2008 by electronic funds transferred to a deposit account with the
financial institution specified by Seller in writing to Buyer no less than
twenty-four (24) hours prior to the Closing.

        The Purchase Price shall be subject to the adjustment as set forth in
Section 5.12.

                                    ARTICLE II
                               RELATED AGREEMENTS

      2.1 Related Agreements. In connection with the sale and purchase of the
Purchased Assets, at or prior to the Closing, Seller and Buyer agree to enter
into the following agreements:

          (i) Transfer Support. Seller and Buyer shall enter into an agreement
substantially in the form and on the terms set forth in Exhibit A hereto (the
"Transfer Support Agreement"), whereby Seller will provide to Buyer, at Buyer's
cost and expense, product engineering support and other services;

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          (ii) Lease Assignment and Assumption. Seller and Buyer shall enter
into an agreement substantially in the form and on the terms set forth in
Exhibit B hereto (the "Lease Assignment and Assumption Agreement"), whereby
Seller will assign to Buyer, and Buyer will assume the obligations of the
Buffalo, NY, USA and Santa Fe Springs, CA, USA Real Property Leases;

          (iii) Mississuaga Facility Sublease. Seller and Buyer shall enter into
an agreement substantially in the form and on the terms set forth in Exhibit C
hereto (the "Mississuaga Facility Sublease Agreement"), whereby Seller will
sublease to Buyer the portion of the Mississuaga, Ontario Facility utilized by
Seller's Motive Power Division business;

          (iv) Additional Equipment and Materials Purchase. Seller and Buyer
shall enter into an agreement substantially in the form and on the terms set
forth in Exhibit D hereto (the "Equipment and Materials Purchase Agreement"),
stating the pricing and other terms and conditions pursuant to which Buyer may
purchase from Seller certain additional manufacturing equipment, raw materials,
work-in-process, inventories, stores and supplies, wherever located, which are
owned by Seller and are used exclusively in its Motive Power Division Business.

          (v) Trademark/Know-How License. Seller and Buyer shall enter into an
agreement substantially in the form and on the terms set forth in Exhibit E
hereto (the "Trademark/Know-How License Agreement"), whereby Seller will grant
Buyer license to manufacture and sell C-LINE battery products, and to sell
V-Line and Velocity battery products for and in consideration of the payment of
fees or royalties by Buyer to Seller;

          (vi) Purchase and Reseller Agreement. Seller and Buyer shall enter
into an agreement substantially in the form and on the terms set forth in
Exhibit F hereto (the "Purchase and Reseller Agreement"), stating the pricing
and other terms and conditions pursuant to which Buyer may purchase from Seller
FERRO Chargers and LIBRA battery products manufactured by Seller and resell such
products to Motive Power Division Business markets.

          (vii) Warranty Service. Seller and Buyer shall enter into an agreement
substantially in the form and on the terms set forth in Exhibit G hereto (the
"Warranty Service Agreement"), stating the pricing and other terms and
conditions pursuant to which Seller shall appoint Buyer, and Buyer shall provide
warranty service, as the authorized warranty service provider for
Seller-manufactured Motive Power Division Business batteries and chargers sold
and delivered by Seller to third party customers prior to Closing.

          (viii) CPV Supply Agreement. Seller and Buyer shall enter into an
agreement substantially in the form and on the terms set forth in Exhibit H
hereto (the "CPV Supply Agreement"), stating the pricing and other terms and
conditions pursuant to which Buyer shall manufacture for and supply to Seller,
Seller's CPV battery products for Seller's sale of such products to its
customers.

                                   ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF SELLER

      Seller represents and warrants to Buyer the following:


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      3.1 Organization, Qualification. 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 all of its properties
and assets, including, without limitation, the owned Purchased Assets and to
carry on the Motive Power Division Business as it is presently being conducted.
Seller is duly qualified and in each jurisdiction in which the conduct of its
business or the ownership or leasing of its assets makes such qualification
necessary, except in those jurisdictions where the failure to be duly qualified
and in good standing would not have a material adverse effect on the Purchased
Assets or the Motive Power Division Business.

      3.2 Authority Relative to this Agreement. Seller has all requisite
corporate power and authority under its articles of incorporation and by-laws,
each as amended to date, and applicable laws to execute and deliver this
Agreement, the Related Agreements and every other agreement, instrument or
document to be executed and delivered by it hereunder to which it is a party
(collectively, the "Seller Documents") and to consummate the transactions
contemplated hereby and to perform its obligations hereunder. The execution,
delivery and performance by Seller of the Seller Documents, and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all
necessary corporate action of the Seller and no other corporate proceedings on
the part of Seller are necessary with respect thereto. Assuming that Buyer has
duly authorized the execution and delivery of the Seller Documents, this
Agreement constitutes, and each of the other Seller Documents, when executed and
delivered by Seller, will constitute, valid and binding obligations of Seller,
enforceable in accordance with their respective terms, except as the same may be
limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium
or similar law affecting creditors' rights generally or (ii) general principles
of equity, whether considered in a proceeding in equity or law.

      3.3 Consents and Approvals. Except as set forth in Schedule 3.3, there is
no requirement applicable to Seller to make any registration, qualification or
filing with any Governmental Authority or any other third party as a condition
to the lawful consummation by Seller of the transactions contemplated by the
Seller Documents. No order, writ, injunction or decree has been issued, or is
threatened to be issued, by any Governmental Authority governing or pertaining
to the Purchased Assets, which would materially adversely affect the
consummation of the transactions contemplated by the Seller Documents. Except as
set forth in Schedule 3.3, there is no requirement that any party to an
agreement to which Seller is a party or by which it is bound consent to the
consummation of the transactions contemplated by the Seller Documents.

      3.4 Non-Contravention. Assuming that the consents and approvals set forth
in Schedule 3.3 are obtained, the execution and delivery by Seller of this
Agreement does not, and the execution and delivery by Seller of the Seller
Documents at the Closing and consummation of the transactions contemplated
hereby and thereby will not, (i) violate or result in a breach of any provision
of the respective articles of incorporation or by-laws of Seller, (ii) result in
a breach of, or constitute (with due notice or lapse of time, or both) a default
(or give rise to any right of termination, cancellation or acceleration or
otherwise be in conflict with or result in a loss of contractual benefits) under
the terms, conditions or provisions of any note, bond, mortgage, indenture,
license, agreement, lease or other instrument or obligation to which any Seller
is a party or by which Seller or any of the Purchased Assets may be bound, but
excluding from the foregoing clauses (ii)

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and (iii) such defaults and violations which would not have a material adverse
effect on the Purchased Assets).

      3.5 Environmental Matters. There are no pending or threatened claims
arising under any Environmental Law with respect to or affecting the Purchased
Assets or the Facilities. No Hazardous Materials (as hereinafter defined) have
been generated, transported, used, disposed, stored or treated by the Seller in
connection with the Purchased Assets or the Facilities in violation of any
Environmental Law and, no Hazardous Materials have been released, discharged,
disposed, placed or otherwise caused by Seller to enter the soil or water within
any of the Facilities. Except as set forth in Schedule 3.5, none of the
Facilities contains any friable asbestos or friable asbestos-containing
material. For purposes of this Section 3.5, (i) "Hazardous Material" shall mean
any hazardous waste, hazardous material, hazardous substance, petroleum product,
oil, toxic substance, pollutant, contaminant, or other substance which poses a
threat to the environment or to human health or safety, as defined or regulated
under any Environmental Law; (ii) "Environmental Law" shall mean any
environmental law, regulation, rule, ordinance, or by-law at the foreign,
federal, state, or local level.

      3.6 Licenses and Permits. Except as set forth in Schedule 3.6, Seller has
obtained all material Licenses and Permits required for the lawful operation of
the Purchased Assets. No complaint or notice of a violation of any such License
or Permit has been received by Seller or, to the knowledge of Seller, recorded
or published, and no proceeding is pending or, to the knowledge of Seller,
threatened, to revoke, cancel, rescind, modify, or refuse to renew or limit any
of the Licenses and Permits.

      3.7 Compliance with Laws. Except as set forth in Schedule 3.7 or
identified in Schedule 3.5, and in addition to the representations and
warranties contained in Section 3.5 relating to Environmental Matters, those
contained in Section 3.6 relating to Licenses and Permits and those contained in
Section 3.10 relating to Real Property Leases, Seller has, operated the
Purchased Assets in substantial compliance with all applicable laws, rules,
regulations, codes, plans, policies, guidelines, injunctions, orders, rulings,
judgments or decrees of any Governmental Authority, applicable to the Purchased
Assets including, without limitation, (i) the Occupational Safety and Health Act
of 1970, as amended, (ii) Environmental Laws, and (iii) those related to
antitrust and trade matters, civil rights, zoning and building codes, public
health and safety, worker health and safety and labor and nondiscrimination, the
failure to comply with which would reasonably be expected to materially and
adversely affect the Purchased Assets. Seller is not subject to any governmental
or private litigation or proceedings involving a demand for damages or other
liability under Environmental Laws and none are threatened or anticipated.
Furthermore, except as is disclosed in Schedule 3.5 or Schedule 3.7, Seller has
not received any citation, notice of fine, penalty or unsatisfied abatement
obligation, notice or orders or other written or oral communication alleging any
presently unresolved non-compliance with any of the aforementioned laws,
regulations, policies, guidelines, orders, judgments or decrees or which may
require cleanup or other remedial work, and no action, suit, proceeding,
hearing, investigation, charge, complaint, demand, or notice has been filed or
commenced against Seller alleging any failure so to comply and, to the knowledge
of Seller, none are threatened or anticipated. Seller has timely filed all
material reports required to be filed by it under applicable Environmental Laws.
Seller has not stored or used any pollutants, contaminants or hazardous or toxic
wastes, substances or materials in violation of any Environmental Law under
which the Facilities and the Purchased Assets are

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subject. Seller has not buried, dumped, disposed, spilled or released any
Hazardous Materials on, beneath or about the Facilities in violation of
Environmental Laws that have not yet been resolved with the applicable
Governmental Authority and, except as disclosed in Schedule 4.5, no releases of
Hazardous Materials have occurred at, on, under or from the Real Property in a
manner which would reasonably be expected to require response or other
corrective action under any applicable Environmental Law.

      3.8 Litigation. Except as set forth in Schedule 3.8, there are no material
actions, suits, claims, investigations or proceedings (legal, administrative or
arbitrative) pending or, to the knowledge of Seller, threatened against Seller,
or relating to the Purchased Assets, whether at law or in equity and whether
civil or criminal in nature, before any Governmental Authority or arbitral
panel, nor are there any judgments, decrees or orders of any such Governmental
Authority or arbitral panel outstanding against Seller which have, or, if
adversely determined, would reasonably be expected to have a material adverse
effect on the Purchased Assets, or which seek to prevent, restrict or delay
consummation of the transactions contemplated hereby or fulfillment of any of
the conditions of any of the Seller Documents, nor does Seller know of any
reasonable grounds for any such claim, action, suit, proceeding or
investigation.

      3.9 Title to Purchased Assets. Except as set forth in Schedule 3.9, Seller
is the sole lawful owner of, and has good and valid record and marketable title
collectively to, the owned Purchased Assets, and at Closing, Seller will have
the full right to sell, convey, transfer, assign and deliver all of its right,
title and interest in the Purchased Assets owned by it or in which it has an
interest and will have such power without any restrictions of any kind
whatsoever. Except for restrictions and other encumbrances described in Schedule
3.9 or Schedule 3.10(c) and the Assumed Liabilities, all of the Purchased Assets
are free and clear of any security interests, liens, claims, charges, options,
mortgages, debts, leases (and subleases), conditional sales agreements, title
retention agreements (collectively, "Encumbrances"), and there are no filings in
any registry of deeds in any jurisdiction or under the Uniform Commercial Code
or similar statute in any jurisdiction showing Seller as mortgagor or debtor
which create or perfect or which purport to create or perfect any Encumbrance in
or on any of the Purchased Assets. Except as set forth in Schedule 3.9 or
Schedule 3.10(c), all leases of personal property of Seller to be assigned to
the Buyer (or its designees) hereunder are valid and binding in accordance with
their respective terms, and there is not, under any of such leases, any existing
default or any condition, event or act, which with notice or lapse of time, or
both, would constitute a material default or an event of default. Except as set
forth in Schedule 3.9, none of the Facilities Software, and no use by Seller
thereof infringes upon or violates any patent, copyright, trade secret or other
proprietary right of any other person, and no claim with respect to any such
infringement or violation is threatened.

      3.10 Real Property.

      (a) Schedule 1.1(i) includes a complete and accurate description of the
Real Property Leases.

      (b) There are no pending or, to Seller's knowledge, contemplated eviction,
condemnation or eminent domain proceedings that might reasonably be expected to
affect the Real Property Leases.

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      (c) Except as set forth in Schedule 3.10(c), there are no leases,
subleases, licenses, covenants, options, easements, concessions, or other
agreements, written or oral, recorded or unrecorded, granting to any party or
parties the right of use or occupancy of any portion of the Real Property
subject to the Real Property Leases.


      3.11 Material Contracts. Schedule 3.11 sets forth a complete and correct
list of each contract, agreement or commitment of Seller relating to the
Purchased Assets other than the Real Property Leases:

          (i) which, if breached, would reasonably be expected to affect,
materially and adversely, the Purchased Assets;

          (ii) which relates to the Purchased Assets and extends more than one
year from the date hereof and is not cancelable on 30 days' notice;

          (iii) which provides for the sale, lease or transfer of any interest
in, after the date hereof and other than in the Ordinary Course of Business, of
any of the Purchased Assets.

          Each of the foregoing is referred to in this Agreement as a "Material
Contract." Except as set forth in Schedule 3.11, all of the Material Contracts
are in full force and effect, no Material Contract has been breached and, to the
knowledge of Seller, no event has occurred which, with or without the giving of
notice or the passage of time or both, would constitute a default by any party
thereto.

     3.12 Labor Matters.

        (a) Schedule 3.12(a) sets forth a complete and correct list of each
labor or collective bargaining agreement, employment contract and independent
contractor agreements to be assumed by Buyer covering Employees and independent
contractors of the Business.

        (b) Except as set forth in Schedule 3.12(b), Seller has not received
notice of any allegation of unfair labor practices, or of the institution or, to
the knowledge of Seller, threatened institution of any grievance or arbitration
proceedings or of any material violation of agreements, statutes and
governmental regulations relating to employment practices at the Facilities that
remain unresolved or that have resulted in a grievance arbitration decision or a
written settlement agreement during the period of five years preceding the
execution of this Agreement. Except as set forth in Schedule 3.12(b), Seller has
not committed any unresolved violation of the federal Fair Labor Standards Act
or any other law dealing with such matters at the Facilities.

        (c) Since January 1, 2006, Seller has not experienced at the Facilities
any strike, labor dispute, work stoppage, slow-down or lockout, or any other
event adversely affecting employee relations and there are no such actions
pending or threatened.

        (d) Except as set forth in Schedule 3.12(b) or (d), there are no
unresolved, existing, or to Seller's knowledge, potential, claims by any one or
more of the Transferred Employees or former employees under any applicable
occupational health or safety, equal employment opportunity, or discrimination

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statutes or laws relating to employment at the Facilities and there have been no
claims that have resulted in a grievance arbitration decision or a written
settlement agreement with respect to the foregoing during the period of five
years preceding the execution of this Agreement.

      3.13 [Reserved]

      3.14 Taxes.

        (a) Except as listed in Schedule 3.14(a), all real property and personal
property taxes, penalties and interest and related charges currently due with
respect to the Purchased Assets have been paid by Seller. All water and sewage
and other municipal charges and assessments, and any interest and/or penalties
thereon, which are currently due with respect to the Facilities or any of the
Equipment have been paid. Except for the sale of the Purchased Assets by Seller
and purchase of the Purchased Assets by Buyer pursuant to this Agreement or any
of the Related Agreements, this Agreement will not result in the imposition of
any personal property, sales tax or other similar tax upon the transfer of any
of the Purchased Assets, by any federal, state or local taxing authority.

        (b) With regard to the Facilities and the Purchased Assets, except as
set forth in Schedule 3.14(b), Seller has timely paid and to the Closing Date
will have timely paid, all Taxes due and payable on or before such date.

      3.15 Insurance. Schedule 3.15 sets forth the insurance coverage (and
deductibles relating thereto) currently maintained by Seller relating to the
Purchased Assets. All premiums with respect thereto have been paid, and Seller
has not received any unresolved notice of cancellation or threatened
cancellation of insurance covering any of the Purchased Assets. All such
policies are in full force and effect and provide insurance, including, without
limitation, liability insurance, in such amounts and against such risks and
liability claims as is customary for companies engaged in similar businesses to
that of Seller, to protect the employees, properties, assets of the Purchased
Assets and the Business.

      3.16 Undisclosed Liabilities. Except as disclosed in this Agreement and
except for the Assumed Liabilities, at the Closing there will be no material
liabilities of Seller which would create an Encumbrance on, or result in a lien
on, the Purchased Assets (whether absolute, accrued, contingent or otherwise,
and whether due or to become due).

      3.17 Product Warranty. Each Inventory product manufactured, sold, and
delivered by Seller to Buyer has been manufactured, sold and delivered in
substantial conformity with all applicable all express and implied warranties
granted by Seller, and Seller has no Liability (and there is no basis for any
present or future action, suit, proceeding, hearing, investigation, charge,
complaint, claim, or demand giving rise to any Liability) for replacement
thereof or other damages in connection therewith, except as subject to any
guaranty, warranty, or other indemnity provided in Seller's standard terms and
conditions of sale. Schedule 3.17 includes copies of applicable Inventory
product warranties and the standard C&D terms and conditions of sale for
products manufactured, sold or delivered by Seller (containing applicable
guaranty, warranty, and indemnity provisions).

      3.18 Finders. No broker, finder or investment banker is entitled to any
fee or commission from Seller for services rendered on behalf of Seller in

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connection with the transactions contemplated by this Agreement, and Seller
shall be solely responsible for, and shall indemnify Buyer from and against, any
Liability with respect to any and all commissions, fees, and other charges
arising out of any claimed retention by Seller of a broker or finder in
connection with the transactions contemplated hereby except to the extent said
party was engaged by or dealt with Buyer.

      3.19 Disclosure. To the best of Seller's knowledge and belief, none of the
information furnished by Seller to Buyer in connection with the representations
and warranties contained in this Article III or the transactions contemplated by
this Agreement or the Related Agreements contains any untrue statement of a
material fact or omits to state any material fact necessary in order to make the
statements and information contained therein not materially misleading which
would have a material adverse effect on the Purchased Assets.

                                   ARTICLE IV
                     REPRESENTATIONS AND WARRANTIES OF BUYER

      Buyer represents and warrants to Seller the following:

      4.1 Organization, Qualification. (a) Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Ohio and has the requisite power and authority to own all of its properties and
assets and to carry on its business as it is presently being conducted.

      4.2 Authority Relative to this Agreement. Buyer has all requisite
corporate power and authority under its articles of incorporation and by-laws,
each as amended to date, and applicable laws to execute and deliver this
Agreement, the Related Agreements and every other agreement, instrument or
document to be executed and delivered by it in hereunder to which it is a party
(collectively, the "Buyer Documents") and to consummate the transactions
contemplated hereby and to perform its obligations hereunder. The execution,
delivery and performance by Buyer of the Buyer Documents, and the consummation
by it of the transactions contemplated hereby, have been duly authorized by all
necessary corporate action of the Buyer and no other corporate proceedings on
the part of Buyer are necessary with respect thereto. Assuming that Seller has
duly authorized the execution and delivery of the Seller Documents, this
Agreement constitutes the valid and binding obligations of Buyer, enforceable in
accordance with its terms, except as enforceability may be limited by (i) any
applicable bankruptcy, insolvency, reorganization, moratorium or similar law
affecting creditor's rights generally or (ii) general principles of equity,
whether considered in a proceeding in equity or law.

      4.3 Consents and Approvals. Except as set forth in Schedule 4.3, there is
no requirement applicable to Buyer to make any registration, qualification or
filing with any Governmental Authority or any other third party as a condition
to the lawful consummation by Buyer of the transactions contemplated by the
Buyer Documents. No order, writ, injunction or decree has been issued, or is
threatened to be issued, by any Governmental Authority which would materially
adversely affect the consummation of the transactions contemplated by the Buyer
Documents. Except as set forth in Schedule 4.3, there is no requirement that any
party to an agreement to which Buyer is a party or by which it is bound consent
to the consummation of the transactions contemplated by the Buyer Documents.

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      4.4 Non-Contravention. Assuming that the consents and approvals set forth
in Schedule 4.3 are obtained, the execution and delivery by Buyer of this
Agreement does not, and the consummation of the transactions contemplated hereby
and thereby will not, (i) violate or result in a breach of any provision of the
Certificate of Incorporation or by-laws of Buyer, or (ii) result in a breach of,
or constitute (with due notice or lapse of time, or both) a default (or give
rise to any right of termination, cancellation or acceleration or otherwise be
in conflict with or result in a loss of contractual benefits) under the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
agreement, lease or other instrument or obligation to which Buyer is a party or
by which Buyer, or the business conducted by Buyer, may be bound, excluding from
the foregoing clauses (i) and (ii), such defaults and violations as would not
have a material adverse effect on the business or properties of Buyer.

      4.5 Litigation. Except as set forth in Schedule 4.5, there are no material
actions, suits, claims, investigations or proceedings (legal, administrative or
arbitrative) pending or, to the knowledge of Buyer, threatened against Buyer,
whether at law or in equity and whether civil or criminal in nature, before any
Governmental Authority, nor are there any judgments, decrees or orders of any
such Governmental Authority outstanding against Buyer which seek to prevent,
restrict or delay consummation of the transactions contemplated hereby or
fulfillment of any of the conditions of this Agreement or the Related
Agreements, nor does Buyer know of any reasonable grounds for any such claim,
action, suit, proceeding or investigation.

      4.6 Finders. No broker, finder or investment banker is entitled to any fee
or commission from Buyer for services rendered on behalf of Buyer in connection
with the transactions contemplated by this Agreement, and Buyer shall be solely
responsible for, and shall indemnify Seller from and against any liability in
respect of any and all commissions, fees, and other charges arising out of any
claimed retention by Buyer of a broker or finder in connection with the
transactions contemplated hereby except to the extent said party was engaged by
or dealt with Seller.

      4.7 Disclosure. To the best of Buyer's knowledge and belief, none of the
information furnished by Buyer to Seller in connection with the representations
and warranties contained in this Article IV or the transactions contemplated by
this Agreement or the Related Agreements contains any untrue statement of a
material fact or omits to state any material fact necessary in order to make the
statements and information contained therein not materially misleading.

                                    ARTICLE V
                              ADDITIONAL AGREEMENTS

      5.1 Confidentiality. Seller and Buyer agree to be bound by the terms of
the Non-Disclosure Agreement by and between Seller and Buyer dated May 5, 2007,
except to the extent that any information otherwise deemed to be confidential is
required to be disclosed to obtain consents and approvals required hereunder.
The Non-Disclosure Agreement shall survive (i) the execution of this Agreement
notwithstanding any merger clause contained herein and (ii) the Closing.

      5.2 Taxes and Recording Fees. All real property ta