ASSET PURCHASE AGREEMENT by and among

ASSET PURCHASE AGREEMENT

by and among

CARBIZ AUTO CREDIT AQ, INC.,

JOHN R. CALCOTT

ASTRA FINANCIAL SERVICES, INC.

and

CALCARS AB, INC.

Dated as of October 1, 2007

ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”), dated as of October 1, 2007, is by and among Carbiz Auto Credit AQ, Inc. (the “ Purchaser ”), Astra Financial Services, Inc. and Calcars AB, Inc. (together, the “ Sellers ”) and John R. Calcott (“ Calcott ” or the “ Shareholder ”) [together with the Sellers, the “ Seller Group ”].

RECITALS

     A. Sellers operate Buy-Here Pay-Here automobile dealerships at numerous locations throughout the Midwest (together, the “ Business ”);

     B. The Purchaser desires to purchase from Sellers, and Sellers desire to sell to the Purchaser, all of their right, title and interest in and to the Purchased Assets (as defined below); and

     C. Sellers desire to transfer to the Purchaser, and the Purchaser desires to accept and assume from Sellers, the Assumed Liabilities (as defined below).

     NOW, THEREFORE, in consideration of the mutual promises and representations and subject to the terms and conditions herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1: DEFINITIONS

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

      “ Accrued Expenses” shall mean all accrued expenses for bona fide third party expenses of Sellers, as “accrued expenses” are further defined by GAAP, incurred in the Ordinary Course of Business by Sellers, outstanding as of the Closing Date, and reflected in the Sellers’ Financial Statements or Interim Financial Statements.

     “ Affiliate” of any Person means any person directly or indirectly controlling, controlled by, or under common control with, any such Person and any officer, director or controlling person of such Person.

     “ Agreement ” has the meaning set forth in the preamble to this Agreement.

     “ Ancillary Agreements ” means the Bill of Sale, the Noncompetition Agreements, the Assumption Agreement and each agreement, document, instrument or certificate contemplated by this Agreement or to be executed by the Purchaser or any member of the Seller Group in connection with the consummation of the transactions contemplated by this Agreement, in each case only as applicable to the relevant party or parties to such Ancillary Agreement, as indicated by the context in which such term is used.

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

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     “ Assumed Liabilities ” has the meaning set forth in Section 3.1 .

     “ Assumption Agreement ” has the meaning set forth in Section 5.3(a) .

     “ Basket ” has the meaning set forth in Section 11.4 .

      “Borrower ” has the meaning set forth in the Seller Group Loan and Security Agreement.

     “ Business ” has the meaning set forth in the recitals to this Agreement.

     “ Calcott ” has the meaning set forth in the preamble to this Agreement.

     “ Calcott Noncompetition Agreement ” has the meaning set forth in Section 5.2(i) .

     “ Cap ” has the meaning set forth in Section 11.4 .

     “ Claims Notice ” has the meaning set forth in Section 11.2(a) .

     “ Closing ” has the meaning set forth in Section 5.1 .

     “ Closing Date ” has the meaning set forth in Section 5.1 .

     “ Closing Payment ” has the meaning set forth in Section 4.1 .

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

     “ Contracts ” has the meaning set forth in Section 6.15 .

     “ Copyright ” means all copyrights, copyrightable works, mask work rights, rights in databases, data collections, copyright registrations and applications for copyright registration and equivalents and counterparts of the foregoing.

      “Debtor” has the meaning set forth in the Seller Group Loan and Security Agreement.

     “ Domain Names ” means all Internet electronic addresses, uniform resource locators and alphanumeric designations associated therewith and all registrations for any of the foregoing.

     “ Due Diligence Investigation ” has the meaning set forth in Section 9.2(a) .

     “ Due Diligence Period ” has the meaning set forth in Section 9.2(a) .

     “ Environment ” means soil, surface waters, groundwater, land, stream sediments, surface or subsurface strata, ambient air, indoor air or indoor air quality, including, without limitation, any material or substance used in the physical structure of any building or improvement and any environmental medium.

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     “ Environmental Condition ” means any condition of the Environment with respect to the Real Property, with respect to any property previously owned, leased or operated by Sellers to the extent such condition of the Environment existed at the time of such ownership, lease or operation, or with respect to any other real property at which any Hazardous Material generated by the operation of the business of Sellers prior to the Closing Date has been treated, stored or disposed of, which violates any Environmental Law, or even though not violative of any Environmental Law, nevertheless results, or could possibly result, in any Release, or Threat of Release, damage, loss, cost, expense, claim, demand, order or liability.

     “ Environmental Damages ” means all claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability), encumbrances, liens, costs and expenses of investigation and defense of any claim, whether or not such claim is ultimately defeated, and of any good faith settlement of judgment, of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including without limitation reasonable attorneys’ fees and disbursements and consultants’ fees, any of which are incurred at any time as a result of the existence prior to the Closing Date of Hazardous Material upon, about, beneath the Real Property or migrating or threatening to migrate to or from the Real Property, or the existence of a violation of Environmental Laws pertaining to the Real Property.

     “ Environmental Law ” means any Law directly regulating the Environment or activities with respect to the Environment, or implementing or otherwise dealing with the subject matter thereof.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

     “ Excluded Representations ” has the meaning set forth in Section 11.3 .

     “ Expiration Date ” has the meaning set forth in Section 11.3 .

     “ Family Affiliate ” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, of the Shareholder.

     “ Financial Statements ” has the meaning set forth in Section 6.18(a) .

     “ GAAP ” means generally accepted accounting principles.

     “ General Enforceability Exceptions ” has the meaning set forth in Section 6.3 .

     “ Governmental Authority ” means any government, political subdivision or regulatory body, whether federal, state, local or foreign, or any agency or instrumentality of any such government or political subdivision or regulatory authority, or any federal, state, local or foreign court or arbitrator.

      “Guarantor” has the meaning set forth in the Seller Group Loan and Security Agreement.

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     “ Hazardous Material ” means any pollutant, toxic substance, including asbestos and asbestos-containing materials, hazardous waste, hazardous material, hazardous substance, contaminant, radiation and radioactive materials, leaded paints, toxic mold and other harmful biological agents, and polychlorinated biphenyls as defined in, the subject of, or would give rise to, liability under any Environmental Law.

     “ Indebtedness ” of any Person means: either (a) any liability of any Person (i) for borrowed money (including the current portion thereof), or (ii) under any reimbursement obligation relating to a letter of credit, bankers’ acceptance or note purchase facility, or (iii) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation), or (iv) for the payment of money relating to leases that are required to be classified as a capitalized lease obligation in accordance with GAAP, or (v) for all or any part of the deferred purchase price of property or services (other than trade payables), including any “earnout” or similar payments or non-compete payments, or (vi) under interest rate swap, hedging or similar agreements, or (b) any liability of others described in the preceding clause (a) that such Person has guaranteed, that is recourse to such Person or any of its assets or that is otherwise its legal liability or that is secured in whole or in part by the assets of such Person. For purposes of this Agreement, Indebtedness shall include (A) any and all accrued interest, success fees, prepayment premiums, make-whole premiums or penalties, and fees or expenses actually incurred (including attorneys’ fees) associated with the prepayment of any Indebtedness, (B) any and all amounts owed by the Sellers to any Affiliate of Sellers including, without limitation, the Shareholder and (C) any and all bonuses or incentive payments owed by the Sellers to any of their employees.

     “ Indemnified Party ” has the meaning set forth in Section 11.2(a) .

     “ Indemnifying Party ” has the meaning set forth in Section 11.2(a) .

     “ Intellectual Property ” means Copyrights, Domain Names, Patents, Software, Trademarks and Trade Secrets.

     “ Interim Financial Statements ” has the meaning set forth in Section 6.18(a) .

     “ IRS ” means the Internal Revenue Service.

     “ Jurisdictions ” has the meaning set forth in Section 6.8 .

     “ Knowledge ” means the actual knowledge of the Shareholder, or knowledge obtained or obtainable in the exercise of reasonable diligence in the normal course of business or conduct of duties.

     “ Law ” means any law, statute, code, ordinance, regulation or other requirement of any Governmental Authority.

     “ Leased Real Property ” has the meaning set forth in Section 6.6(b) .

     “ Lenders ” has the meaning set forth in Section 4.1 .

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     “ Liability Claim ” has the meaning set forth in Section 11.2(a) .

     “ Lien ” means any mortgage, lien, pledge, encumbrance, security interest, claim, charge, defect in title or other restriction.

     “ Litigation Conditions ” has the meaning set forth in Section 11.2(b) .

     “ Losses ” has the meaning set forth in Section 11.1 .

     “ Material Adverse Change ” means any change, event, violation, inaccuracy, circumstance, or effect that is, or could reasonably be expected to be, materially adverse to the business, assets (including intangible assets), liabilities, financial condition, results of operations or business prospects of the Sellers taken as a whole or on the ability of the Seller Group to consummate timely the transactions contemplated herein, provided, however, that the deterioration in the business of the Sellers that they are currently experiencing will not be considered a material change.

     “ Noncompetition Agreements ” means the Sellers’ Noncompetition Agreement, Calcott Noncompetition Agreement, and Wike Noncompetition Agreement.

     “ Order ” means any order, judgment, injunction, award, decree, ruling, charge or writ of any Governmental Authority.

     “ Ordinary Course of Business ” shall mean the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

     “ Patents ” means all patents, industrial and utility models, industrial designs, certificates of invention and other indicia of invention ownership issued or granted by any Governmental Authority, and all applications, provisionals, reissues, re-examinations, extensions, divisions, continuations (in whole or in part) and equivalents and counterparts of the foregoing.

     “ Permit ” means any environmental permit, license, approval, consent, or authorization issued by a Governmental Authority.

     “ Permitted Exceptions ” has the meaning set forth in Section 6.6(a) .

     “ Person ” means any individual, sole proprietorship, partnership, corporation, limited liability company, unincorporated society or association, trust, or other entity.

     “ Pre-Closing Tax Period ” has the meaning set forth in Section 6.22 .

     “ Prepaid Expenses ” has the meaning set forth in Section 2.1(a) .

     “ Purchase Price ” means the Closing Payment and the Assumed Liabilities.

     “ Purchased Assets ” has the meaning set forth in Section 2.1 .

     “ Purchaser ” has the meaning set forth in the preamble to this Agreement.

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     “ Purchaser’s Business ” has the meaning set forth in Section 13.1(a) .

      “ Real Property ” means: (i) the Leased Real Property; and (ii) the interests of Sellers’ Affiliates in the real property that is the subject of those leases set forth on Schedule 9.1(d) .

     “ Real Property Leases ” has the meaning set forth in Section 6.6(b) .

      “ Related Party ” has the meaning set forth in the Seller Group Loan and Security Agreement.

     “ Release ” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping of a Hazardous Material into the Environment (including, without limitation, the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Materials) and any condition that results in the exposure of a Person to a Hazardous Material.

     “ Retained Assets ” has the meaning set forth in Section 2.2 .

     “ Retained Liabilities ” has the meaning set forth in Section 3.2 .

     “ Returns ” has the meaning set forth in Section 6.22 .

     “ Sellers ” has the meaning set forth in the preamble to this Agreement.

     “ Sellers’ Confidential Information ” has the meaning set forth in Section 13.1(a) .

     “ Seller Group ” has the meaning set forth in the preamble to this Agreement.

     “ Seller Group Counsel’s Opinion ” has the meaning set forth in Section 5.2(k) .

     “ Seller Group Loan and Security Agreement ” means the Loan and Security Agreement dated April 11, 2006, by and among The Calcott Companies, Inc., Astra Financial Services, Inc., Cal Cars, Inc., Cal Cars AB, Inc., Cal Cars of Champaign, Inc., Cal Cars of East Peoria, Inc., Cal Cars of Iowa, Inc., Calcars Used Auto Sales of Oklahoma, Inc. and Cal Cars of Indiana, Inc., as Borrowers, and John R. Calcott, Midwest Real Estate Management, Ltd., Midwest Real Estate Management Limited Partnership, and West Locust Davenport, L.L.C. as Guarantors, Lancelot Investors Fund, L.P., as Initial Investor, the other Lenders from time to time party thereto, and AGM, LLC, as Administrative Agent, all as amended from time to time.

     “ Sellers Noncompetition Agreement ” has the meaning set forth in Section 5.2(h) .

     “ Shareholder ” has the meaning set forth in the preamble to this Agreement.

     “ Software ” means all computer software and code, including assemblers, applets, compilers, source code, object code, development tools, design tools, user interfaces and data, in any form or format, however fixed.

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     “ Tangible Personal Property ” has the meaning set forth in Section 6.6(c) .

     “ Tax ” means (a) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, withholding on amounts paid to or by the Sellers, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, penalty, addition to tax or additional amount imposed by any Taxing Authority, whether disputed or not, (b) any liability of the Sellers for the payment of any amounts of any of the foregoing types as a result of being a member of an affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement whereby liability of the Sellers for payment of such amounts was determined or taken into account with reference to the liability of any other entity and (c) any liability of the Sellers for the payment of any amounts as a result of being a party to any Tax sharing agreements or arrangements (whether or not written) binding on the Sellers or with respect to the payment of any amounts of any of the foregoing types as a result of any express or implied obligation to indemnify any other Person.

     “ Tax Authority ” has the meaning set forth in Section 6.22 .

     “ Threat of Release ” means a substantial likelihood of a Release that requires action to prevent or mitigate damage to the Environment that might result from such Release.

      “ Trade Payables ” means bona fide trade payables of Sellers evidenced by invoices, including, without limitation, payables relating to office supplies, building supplies and construction supplies.

     “ Trade Secrets ” means all inventions, discoveries, ideas, processes, designs, models, formulae, patterns, compilations, programs, devices, methods, techniques, processes, know-how, proprietary information, customer lists, software code, technical information, data and databases, drawings and blueprints, and all other information and materials that would constitute a trade secret under applicable law.

     “ Trademarks ” means all trademarks, trade names, fictitious business names, service marks, certification marks, collective marks and other proprietary rights to words, names, slogans, symbols, logos, devices, sounds, other things or combination thereof used to identify, distinguish and indicate the source or origin of goods or services, and all registrations, renewals and applications for registration, equivalents and counterparts of the foregoing, and the goodwill of Sellers associated with each of the foregoing.

     “ Vehicle Liabilities ” has the meaning set forth in Section 3.1(b) .

     “ Wike ” means Karen Wike.

     “ Wike Noncompetition Agreement ” has the meaning set forth in Section 5.2(j) .

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ARTICLE 2: PURCHASE AND SALE OF ASSETS

      2.1 Assets to be Transferred . At the Closing, the Purchaser shall purchase from the Sellers, and the Sellers shall sell, transfer, assign, convey and deliver to the Purchaser, all of the Sellers’ right, title and interest in and to all assets, rights and properties of every nature, kind and description, whether owned, leased or licensed, whether tangible or intangible, and whether real, personal or mixed (collectively, the “ Purchased Assets ”), excluding only the Retained Assets, but including, without limitation, the following:

     (a) All prepaid expenses, advance payments and other similar deposits, including without limitation, deposits with suppliers and utilities and security deposits made under any Real Property Lease that is an Assumed Contract (“ Prepaid Expenses ”), but excluding prepaid taxes and prepaid insurance;

     (b) All accounts receivable and other claims for money due to the Sellers, excluding only (i) accounts receivable with Affiliates and Family Affiliates; (ii) intercompany receivables; (iii) other claims for money due to Sellers from Shareholder and/or any Affiliate and/or Family Affiliate; and (iv) claims described in Section 2.2(a) (“ Accounts Receivable ”);

     (c) All furniture, fixtures, machinery and equipment, including, without limitation, office equipment, supplies and other tangible property;

     (d) All contracts and agreements to which Sellers are a party or by which Sellers’ assets or properties are bound and which are specifically identified on Schedule 2.1(d) and all rights under the Contracts with customers for the purchase of motor vehicles, including, but not limited to rights with respect to the vehicle substitution program, including but not limited to the claim processing fee and insurance proceeds payable under such program (collectively, the “ Assumed Contracts ”);

     (e) All Intellectual Property other than (i) rights set forth in the contract of the Sellers with Autostar, except as set forth in Section 10.5 ; and (ii) Intellectual Property specifically listed as being a Retained Asset;

     (f) All of Sellers’ computer equipment and hardware, including without limitation all central processing units, terminals, disk drives, tape drives, electronic memory units, printers, keyboards, screens, peripherals (and other input/output devices), modems, hand held computers, laptop computers and notebook computers, and any and all parts and appurtenances thereto, used primarily in connection with the Business, except as set forth on Schedule 2.2(f) ;

     (g) All of Sellers’ right, title and interest in and to all landline telephone numbers (local and toll free), used by Sellers in connection with the Business, with the exception of those telephone numbers listed on Schedule 2.2(k) ;

     (h) All licenses, permits, franchises, certificates of authority, certificates of occupancy, safety, fire and health approvals, or any waiver of any of the

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foregoing, issued to the Sellers by any Governmental Authority, but only to the extent transferable;

     (i) Except for the corporate minute books and related stock records of the Sellers, all business records of the Sellers, including, without limitation, all books, records, ledgers, files, documents, correspondence, lists, including, without limitation, customer lists (in whatever form or medium), plats, drawings, photographs, creative materials, advertising and promotional materials, studies, reports and other materials (in whatever form or medium), owned or maintained by the Sellers, except as otherwise specifically excluded in Section 2.2 ;

     (j) All rights, claims, and causes of action of Sellers under or pursuant to all warranties, representations, indemnifications, hold harmless provisions, and guarantees made by suppliers, licensors, manufacturers, contractors, and others (including Sellers’ predecessors in title to the Purchased Assets) in respect of the Business or Purchased Assets, but excluding rights, claims and causes of action that relate to any Retained Assets; and

     (k) Sellers’ inventory of motor vehicles (i) sold to customers but not yet paid for; and/or (ii) held as a result of repossession.

      2.2 Retained Assets . Notwithstanding anything in this Agreement to the contrary, the Sellers will retain the following assets, rights and properties (collectively, the “ Retained Assets ”), and the Purchaser will in no way be construed to have purchased or acquired (or to be obligated to purchase or to acquire) any interest whatsoever in any of the Retained Assets:

     (a) Except as set forth in Section 2.1(j) , all rights, claims, and causes of action of Sellers against third parties (including Sellers’ predecessors in title to the Purchased Assets), including without limitation insurance claims [except as set forth in Section 2.1(d) ] and including without limitation Sellers’ claims asserted in Astra Financial Services, et al. v. Bridge Healthcare Finance LLC, et al. , 17 ^th Judicial Circuit, Winnebago County, Illinois, Case No. 06 L 296;

     (b) Sellers’ inventory of motor vehicles, except for inventory described in Section 2.1(k) ;

     (c) claims for payment of money other than (i) the Accounts Receivable, (ii) claims under the Assumed Contracts, and (iii) as set forth in Section 2.1(j) ;

     (d) Sellers’ books of account and corporate records that relate, in whole or in part, to Seller’s corporate organization and governance matters of Seller, including, without limitation, Seller’s articles of incorporation, bylaws, minutes of directors, shareholders and committees, corporate minute books, and income tax returns;

     (e) Sellers’ names, trade names, Trademarks, servicemarks, Copyrights and Domain Names, e-mail addresses, and websites;

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     (f) cellular phones, digital phones, personal radios, personal data assistants, pagers, “Palm Pilots, Blackberries and their equivalents” and other communication controllers, and those assets specifically listed on Schedule 2.2(f) ;

     (g) all insurance policies of Sellers and any prepaid premiums for such insurance policies;

     (h) all prepaid taxes of Sellers;

     (i) all claims and causes of action relating to Retained Assets;

     (j) Contracts that are not Assumed Contracts;

     (k) Sellers’ cellular telephone numbers and those land line telephone numbers listed on Schedule 2.2(k) ;

     (l) Sellers’ employment and personnel files, except that Sellers shall provide to the Purchaser copies of any such employment and personnel files for which it receives a valid authorization and release from the applicable employee;

     (m) any photographs, creative materials, and advertising, marketing and promotional materials that contain or include any of Sellers’ names, servicemarks, Trade Names, and/or Copyrights; and

     (n) all of Sellers’ goodwill.

ARTICLE 3: LIABILITIES

      3.1 Assumed Liabilities . At the Closing, the Purchaser shall assume and become responsible for, and shall thereafter pay, perform and discharge as and when due all of the liabilities of the Sellers set forth below (collectively, the “ Assumed Liabilities ”):

     (a) All liabilities and obligations of the Sellers as of the Closing Date arising under or related to the Assumed Contracts; provided , however , the Purchaser will not assume or be responsible for any such liabilities or obligations to be performed on or prior to the date of the Closing or that arise from breaches of such Assumed Contracts or defaults under such Assumed Contracts by Sellers, all of which liabilities and obligations constitute Retained Liabilities.

     (b) The wholesale purchase price for motor vehicles which have been re-sold by Sellers prior to the Closing Date but not paid for by Sellers and all sales tax, tag and title obligations with respect thereto, subject to a cap of Three Hundred Twenty Five Thousand and 00/100 Dollars ($325,000.00) in the aggregate for the foregoing liabilities (together, the “ Vehicle Liabilities ”). The parties acknowledge that Sellers believe that the vehicles listed on Schedule 3.1(b) represent those vehicles to which the Purchaser’s obligations under this Section 3.1(b) apply, and that the Purchaser agrees to review the paperwork relating to such vehicles and determine whether it agrees that such

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vehicles are subject to this Section 3.1(b) as soon as practicable, and in no event later than October 10, 2007.

     3.2 Retained Liabilities .

     (a) Sellers shall retain all liabilities and obligations of Sellers, other than the Assumed Liabilities, including, but not limited to obligations of Sellers to pay Trade Payables, obligations of Sellers to pay Accrued Expenses, obligations of Sellers under their agreement with Autostar (except as set forth in Section 10.1 ), and obligations of Sellers with respect to financing of their inventory (such retained liabilities and obligations of Sellers are hereinafter collectively called the “ Retained Liabilities ”).

     (b) Without limiting the foregoing, other than the Assumed Liabilities specifically identified in Section 3.1 , Purchaser shall not assume or take title to the Purchased Assets subject to, or in any way be liable or responsible for, any liabilities or obligations of Sellers (whether or not referred to in any Schedule or Exhibit hereto), it being expressly acknowledged that it is the intention of the parties hereto that all liabilities and obligations that Sellers have or may have in the future (whether accrued, absolute, contingent, unliquidated, or otherwise, whether or not known to Sellers, and whether due or to become due), other than the Assumed Liabilities, shall be and remain the liabilities and obligations of Sellers.

     (c) Without limiting the generality of the foregoing, Purchaser shall not assume or take title to the Purchased Assets subject to, or in any way be liable or responsible for: (a) the liabilities and obligations of Sellers payable at the Closing from the Purchase Price for Indebtedness; (b) any liabilities and obligations of Sellers relating to the Retained Assets described in Section 2.2 ; (c) any liability or obligation of Sellers resulting from or relating to the employment relationship between Sellers and any of Sellers’ present or former employees engaged in connection with the ownership or operation of the Purchased Assets or the termination of any such employment relationship on or prior to the Closing Date, including without limitation severance pay and other similar benefits, if any, and any claims filed on or prior to the Closing Date or which may thereafter be filed by or on behalf of any such present or former employee relating to the employment or termination of employment of any such employee by Sellers on or prior to the Closing Date, including without limitation any claim for wrongful discharge, breach of contract, unfair labor practice, employment discrimination, unemployment compensation, or workers’ compensation; (d) any liability or obligation of Sellers in respect of any agreement, trust, plan, fund, or other arrangement under which benefits or employment is provided for any of Sellers’ present or former employees engaged in connection with the ownership or operation of the Purchased Assets; or (e) any Tax liabilities or deficiencies, whether federal, state, or local, in each such case to the extent applicable to periods ending on or prior to the Closing Date.

ARTICLE 4: PURCHASE PRICE

      4.1 Purchase Price . In consideration for the Purchased Assets, and the Seller Group and Wike entering into the Noncompetition Agreements, (i) the Purchaser shall pay the

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Assumed Liabilities when and as due after the Closing in the Ordinary Course of Business, and (ii) the Purchaser shall pay or cause to be paid for the benefit of the Sellers at Closing in immediately available funds an amount sufficient to repay the Indebtedness (the “ Closing Payment ”) of Sellers and the other Borrowers, Debtors, Guarantors and Related Parties to the “Lender Parties” under the Seller Group Loan and Security Agreement (together, the “ Lenders ”), which Closing Payment shall be paid directly to the Lenders.

      4.2 Allocation of Purchase Price . The Purchase Price shall be allocated among the Purchased Assets in accordance with their fair market values as set forth on Schedule 4.2 attached hereto. Each of the parties hereto shall report the purchase and sale of the Purchased Assets in accordance with the allocations set forth on Schedule 4.2 for all Tax purposes.

ARTICLE 5: CLOSING AND DELIVERIES

      5.1 Closing . The closing of the transactions contemplated in this Agreement (the “ Closing ” ) shall take place on October 1, 2007, or such other date as the parties hereto may mutually determine (the date that the Closing takes place is referred to herein as the “ Closing Date ”). The Closing of the transactions contemplated by this Agreement shall take place at the offices of Lenders’ counsel at Katten Muchin Roseman LLP, 525 West Monroe Street, Chicago, IL 60661.

      5.2 Deliveries by the Seller Group . At the Closing, the Seller Group shall deliver to the Purchaser the following items:

     (a) possession of the Purchased Assets;

     (b) a reasonably current certificate of good standing of Sellers issued by the Secretary of State of the state of incorporation of Sellers;

     (c) copies of resolutions of the shareholder of Sellers, acting in his capacity as shareholder and director, approving the execution and delivery of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, certified by an officer of Sellers;

     (d) a copy of the Bill of Sale, in the form of Exhibit A attached hereto, duly executed by the Sellers;

     (e) all warranties of all machinery and equipment, and all guarantees from all manufacturers and suppliers relating to any of the Purchased Assets, if any;

     (f) all contracts, files and other data and documents relating to the Purchased Assets;

     (g) appropriate termination statements under the Uniform Commercial Code and other instruments as may be requested by the Purchaser to extinguish all Indebtedness of the Sellers and all security interests related thereto to the extent directed by the Purchaser;

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     (h) a copy of a noncompetition agreement in the form of Exhibit B attached hereto, duly executed by the Sellers (the “ Sellers’ Noncompetition Agreement ”);

     (i) a copy of a noncompetition agreement, in the form of Exhibit C attached hereto, duly executed by Calcott (the “ Calcott Noncompetition Agreement ”);

     (j) a copy of a noncompetition agreement in the form of Exhibit D attached hereto, duly executed by Wike (the “ Wike Noncompetition Agreement ”);

     (k) an opinion, dated as of the Closing Date, of counsel to the Seller Group, in the form of Exhibit E attached hereto (the “ Seller Group Counsel’s Opinion ”);

     (l) copies of executed consents identified on Schedule 6.5 ; and

     (m) such other documents and instruments as the Purchaser may reasonably request to consummate the transactions contemplated hereby.

      5.3 Deliveries by the Purchaser . At the Closing, the Purchaser shall deliver to the Sellers the following items:

     (a) an assumption agreement, in the form of Exhibit F attached hereto, executed by the Purchaser (the “ Assumption Agreement ”);

     (b) the Closing Payment;

     (c) copies of resolutions of the Board of Directors of the Purchaser approving the execution and delivery of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, certified by an officer of the Purchaser;

     (d) the payments under new leases described in Section 9.3(d) ; and

     (e) such other documents and instruments as the Sellers may reasonably request to consummate the transactions contemplated hereby.

ARTICLE 6: REPRESENTATIONS AND WARRANTIES OF THE SELLER GROUP

     Each member of the Seller Group, jointly and severally, hereby represents and warrants to the Purchaser, except as set forth in the Schedules to this Agreement, that the following representations and warranties are true and correct, as of the date hereof, and will be, as of the Closing Date, true and correct, except as set forth on the Schedules attached hereto and made a part hereof. Except as specifically provided in this Agreement, the Purchaser acknowledges that the Seller Group has not made, and does not make, and specifically negates and disclaims, any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future:

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      6.1 Existence and Good Standing . Each Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the state of their incorporation.

      6.2 Power . Sellers have the requisite corporate power and authority to execute, deliver and perform fully their respective obligations under this Agreement and the Ancillary Agreements.

      6.3 Validity and Enforceability . This Agreement and each of the Ancillary Agreements have been duly and validly executed and delivered to the Purchaser by the Seller Group. The execution, delivery and performance of this Agreement and each of the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of each member of the Seller Group, as applicable, and constitute the valid and legally binding obligations of each of the members of the Seller Group, enforceable against each member of the Seller Group in accordance with their respective terms, except as may be limited by (a) applicable bankruptcy, reorganization, insolvency, moratorium, liquidation, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights generally from time to time in effect and (b) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at Law or in equity) (collectively, the “ General Enforceability Exceptions ”).

      6.4 No Conflict . Neither the execution of this Agreement or the Ancillary Agreements, nor the performance by any member of the Seller Group of his or its obligations hereunder or thereunder will (a) violate or conflict with Sellers’ Articles of Incorporation, Bylaws or other organizational or governing document, as applicable, or any Law or Order, (b) violate, conflict with or result in a breach or termination of, or otherwise give any Person additional rights or compensation under, or the right to terminate or accelerate, or constitute (with notice or lapse of time, or both) a default under the terms of any Assumed Contract, to which any member of the Seller Group is a party or by which any of the Purchased Assets are bound or (c) result in the creation or imposition of any Lien with respect to, or otherwise have an adverse effect upon, any of the Purchased Assets. Sellers have provided Purchaser with true, correct and complete copies of Sellers’ Articles of Incorporation and Bylaws.

      6.5 Consents . Except as set forth on Schedule 6.5 , no consent, approval or authorization of any Person, including any Governmental Authority, is required to be made or obtained by the Sellers in connection with the execution and delivery by any member of the Seller Group of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby.

     6.6 Property .

     (a) Title . Sellers will have at Closing good and marketable title to, or valid and enforceable leasehold interests in, all of the Purchased Assets, in each case free and clear of all Liens other than Liens for current (but not respread) taxes, assessments, fees and other charges by Governmental Authorities which are not due and payable (collectively, the “ Permitted Exceptions ”).

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     (b) Real Property Leases . Schedule 6.6(b) sets forth a true and complete description of all real property leased, licensed to or otherwise used or occupied (but not owned) by the Sellers (collectively, the “ Leased Real Property ”) including the address thereof, the annual fixed rental, the expiration of the term, any extension options and any security deposits. A true and correct copy of each such lease, license or occupancy agreement, and any amendments thereto, with respect to the Leased Real Property (collectively, the “ Real Property Leases ”) has been delivered to the Purchaser, and no changes have been made to any Real Property Leases since the date of delivery. All of the Leased Real Property is used or occupied by the Sellers pursuant to a Real Property Lease. Each Real Property Lease is in full force and effect and is valid, binding and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar Laws and principles of equity affecting creditors’ rights and remedies generally. Except as set forth on Schedule 6.6(b) , there are no existing defaults by the Sellers or, to Sellers’ Knowledge, the lessor under any of the Real Property Leases, and no event has occurred which (with notice, lapse of time or both) could reasonably be expected to constitute a breach or default under any of the Real Property Leases by any party or give any party the right to terminate, accelerate or modify any Real Property Lease. Consent is required from the lessor under each of the Real Property Leases in order to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

     (c) Tangible Personal Property . Schedule 6.6(c) sets forth a true and complete fixed asset list prepared by Sellers’ accountant and used in preparation of the Financial Statements (the “ Tangible Personal Property ”); provided, however, that, notwithstanding the foregoing, the parties acknowledge that the fixed assets on Schedule 6.6(c) that relate to the Lafayette, Indiana location have been sold, are no longer owned by Sellers, and are not included in the Purchased Assets or the Tangible Personal Property.

     (d) Absence of Violations . Except as set forth on Schedules 6.6(d) and 12(c) (with respect to OSHA complaints):

     (i) To Sellers’ Knowledge, none of the Real Property, nor the leasing, occupancy or use of the Real Property, is in material violation of any Law, including, without limitation, any building, zoning, environmental or other ordinance, code, rule or regulation, and there are no work orders, notices of deficiency or notices of violation issued by any Governmental Authority affecting the Real Property.

     (ii) To Sellers’ Knowledge, the condition and use of the Real Property conforms in all material respects to each applicable