EX-10.2: NONCOMPETITION AGREEMENT

EXHIBIT 10.2

NONCOMPETITION AGREEMENT

      THIS NONCOMPETITION AGREEMENT (as hereinafter defined, this “ Agreement ”), is made as of this 11th day of October, 2006, by and among SOUTHERN SAW SERVICE, L.P. , a Georgia limited partnership (“ Southern Saw ”), SOUTHERN SAW HOLDINGS, INC. , a Georgia corporation (“ Holdings ” and together with Southern Saw, the “ Sellers ”) and SOUTHERN SAW ACQUISITION CORPORATION , a Delaware corporation having its headquarters and principal place of business in Lake Mary, Florida (“ Buyer ”).

W I T N E S S E T H :

      WHEREAS, capitalized terms used in these recitals and not otherwise defined shall have the meanings set forth in Section 1 of this Agreement; and

      WHEREAS , concurrently with the execution and delivery of this Agreement, Buyer is purchasing substantially all of the assets of both Sellers pursuant to that certain Asset Purchase Agreement dated as of October 11, 2006 (as hereinafter defined, the “ Asset Purchase Agreement ”); and

      WHEREAS , Kasco Corporation, a Delaware corporation (“ Kasco ” and together with Buyer, the “ Buyer Parties ”), is the parent company of the Buyer and Kasco shall be an intended third party beneficiary of this Agreement; and

      WHEREAS , the Asset Purchase Agreement calls for the execution and delivery of a Noncompetition Agreement by Sellers for the benefit of the Buyer Parties, and this is the Noncompetition Agreement contemplated by the Asset Purchase Agreement; and

      NOW, THEREFORE , in consideration of the premises and the mutual covenants herein set forth and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, it is hereby agreed as follows:

      1.  Definitions . Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings ascribed to such terms in the Asset Purchase Agreement. In addition, the following capitalized terms shall have the respective meanings as follows:

          “ Affiliate ” shall mean, with respect to any Person, any other Person controlling controlled by, or under common control with the first Person; provided, however , that “Affiliate” shall not include any employee of Holdings or any individual participant in the Holdings ESOP.

          “ Agreed Courts ” shall have the meaning set forth in Section 8 of this Agreement.

          “ Agreement ” shall mean this Noncompetition Agreement and all written amendments hereto that hereafter shall be executed and delivered by the parties.

          “ Asset Purchase Agreement ” shall mean that certain Asset Purchase Agreement dated as of October 11, 2006 between the Buyer and Sellers, together with any written amendment thereto that heretofore has been executed and delivered by the parties.

          “ Confidential Information ” shall mean all of the following information pertaining to the Restricted Business or the Buyer Parties: (a) data or trade secrets, including secret processes, formulas or other technical data; (b) production methods; (c) customer lists; (d) personnel lists; (e) proprietary information; (f) financial or corporate records; (g) operational, sales, promotional and marketing methods and techniques; (h) computer programs, including source codes and/or object codes and other proprietary, competition-sensitive, or technical information or secrets developed with or without the help of either Seller; (i) all technologies, patents, formulas, bills of materials and processes used by Sellers; and (j) all customer and vendor lists and other related information. Confidential Information shall not include any information that: (1) at the time of disclosure is

within the public domain; (2) after disclosure becomes a part of the public domain or generally known within the industry through no fault, act or failure to act, error, effort or breach of this Agreement by either Seller; (3) is required by order, statute or regulation, of any governmental authority to be disclosed to any federal or state agency, court, or other body, or (4) information received by either Seller from a source other than the business sold by the Sellers which is not known by either Seller to be under an obligation of confidentiality.

          “ Employee ” shall mean any full-time or part-time employee and any independent contractor performing services similar to those performed by employees.

          “ Geographic Area ” shall mean all locations in the world.

          “ Buyer ” shall mean Southern Saw Acquisition Corporation, a Delaware corporation.

          “ Buyer Parties ” shall mean Buyer and Kasco.

          “ Noncompetition Period ” shall mean the period beginning on the date of this Agreement and ending on the fifth (5th) anniversary of this Agreement.

          “ Person ” shall mean any individual, proprietorship, corporation, partnership, limited liability company, joint venture, association, trust, venture, or other organization or legal entity.

          “ Restricted Business ” shall mean any or all of (a) the business of producing, storing, transporting, sharpening, selling, or leasing sharp edge blade products for the meat business, the bakery business, the wood pallet business, and for other commercial businesses, and (b) the business of providing repair services for any equipment or products located in retail grocery stores, butcher shops, bakeries, restaurants, meat packing houses, meat processing houses, or meat slaughter houses.

          “ Sellers ” shall mean Southern Saw and Holdings.

      2.  Acknowledgements by Sellers . Sellers acknowledge that:

          (a) This Agreement is ancillary to the main business purpose of the Asset Purchase Agreement and is executed by Sellers to protect the legitimate interests of the Buyer Parties with respect to Buyer’s acquisition of the assets of the Sellers.

          (b) This Agreement has been duly authorized, executed and delivered by the Sellers and is a valid and binding obligation of each Seller enforceable against each Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, and similar laws affecting creditors’ rights generally.

      3.  Noncompetition . As an inducement for the Buyer to enter into the Asset Purchase Agreement and for Kasco to support the Buyer in closing the transactions contemplated by the Asset Purchase Agreement, and as additional consideration for the Purchase Price to be paid to Sellers under the Asset Purchase Agreement, the Sellers specifically agree that during the Noncompetition Period, no Seller shall, without the prior written consent of the Buyer, either directly or indirectly:

          (a) compete with the Buyer Parties in, or otherwise engage in, any aspect of the Restricted Business; or

          (b) solicit, hire, or induce to refuse employment by the Buyer Parties or to leave the employ of the Buyer Parties any person who as of either the date of this Agreement was an Employee of Holdings working in the Restricted Business to whom Buyer shall have made an offer of employment.

In the event of a breach by either Seller of any covenant set forth in this Section 3, the term of such covenant will be extended for both Sellers by the period of the duration of such breach.

      4.  Exception and Exclusion . Nothing in this Agreement shall be deemed to prevent or limit the right of either Seller to be a passive owner of capital stock or other securities of any Person if such securities are regularly traded on any national securities exchange or have been regist