COMPANY PURCHASE AGREEMENT: KC MACHINE, LLC

Recitals

Terms and Conditions

Article I: DEFINITIONS AND RULES OF INTERPRETATION

Definitions

Rules of Interpretation

ARTICLE II: SALE AND PURCHASE

ARTICLE III: PURCHASE PRICE AND CLOSING PAYMENTS

Purchase Price

Post-Closing Purchase Price Adjustment

Adjustments to Purchase Price

Final Payment

ARTICLE IV: CLOSING AND CLOSING DELIVERIES

Closing

Deliveries of Sellers

Deliveries by Purchaser

ARTICLE V: REPRESENTATIONS AND WARRANTIES OF SELLERS

Corporate Existence and Power

Authorization; Enforceability

Governmental Authorization

Non-Contravention; Consents

Capitalization

Subsidiaries

Financial Statements

No Undisclosed Liabilities

Tax Matters

Absence of Certain Changes

Contracts

Insurance Coverage

Litigation

Compliance with Laws; Permits

Assets; Properties; Sufficiency of Assets

Intellectual Property

Environmental Matters

Plans and Material Documents

Affiliate Transactions

Customer and Supplier Relations

Employment Matters

Accounts Receivable

Inventory

Product and Service Warranties; Defects; Liability Defects; Liability

Finders' Fees

Bank Accounts and Other Financial Relationships

Disclosure

Reliance

ARTICLE VI: REPRESENTATIONS AND WARRANTIES OF PURCHASER

Corporate Existence and Power

Corporate Authorization; Enforceability

Non-Contravention

Finders' Fees

ARTICLE VII: COVENANTS

Further Assurances

Personal Information

ARTICLE VIII: TAX MATTERS

Allocation of Liability for Taxes, Tax Returns, and Tax Payments

Returns

Section 338 Elections

Tax Indemnification

Refunds

Contests

Miscellaneous Tax Matters

ARTICLE IX: SURVIVAL; INDEMNIFICATION

Survival

Indemnification

Procedures

Indemnification Payments

Reassignment of Accounts Receivable

Taxes

Interest on Claims

ARTICLE X: MISCELLANEOUS

Notices

Amendments and Waivers

Expenses

Successors and Assigns

No Third-Party Beneficiaries

Governing Law

Public Announcements

Counterparts and Execution

Entire Agreement

Severability; Injunctive Relief

Remedies

Lease

Closing Cash Consideration

Example of Calculation to Determine Net Working Capital

Reference Financial Statements

Secured Indebtedness to be Paid at Closing

Significant Events; Distributions to Members

Intellectual Property Owned or Used by KC Machine

Bank Accounts and Other Financial Relationships

A.

Mr. Niswender owns all of the issued and outstanding interests of all Members in KC Machine, LLC, a Wyoming limited liability company (“KC Machine”) and otherwise owns in its entirety all of the rights of ownership and management associated with KC Machine (the “Interests”).

C.

Purchaser desires to acquire KC Machine and Sellers desire to convey to Purchaser any and all rights of ownership, management, or possession with respect to KC Machine and its assets.

(i)

vote 10% or more of the securities having ordinary voting power for the election of directors (or comparable positions) of such Person or

(ii)

direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

(i)

Environmental Claims by Governmental Authorities for enforcement, cleanup, removal, response, investigation, assessment, remedial or other actions or damages pursuant to any applicable Environmental Law, and

(ii)

Environmental Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Release of Constituents of Concern in contravention of any applicable Environmental Law or arising from an alleged injury or threat of injury to human health and safety or the environment from such a Release.

(i)

all obligations of such Person for borrowed money, including all principal, interest, premiums, fees, expenses, overdrafts and penalties with respect thereto,

(ii)

all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments,

(iii)

all obligations of such Person to pay the deferred purchase price of the property or services, except trade payables incurred in the Ordinary Course of Business,

(iv)

all obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instrument,

(v)

all Capitalized Lease Obligations,

(vi)

all other obligations of a Person which would be required to be shown as indebtedness on a balance sheet of such Person prepared in accordance with GAAP, and

(vii)

all indebtedness of any other Person of the type referred to in clauses (a) to (f) above directly or indirectly guaranteed by such Person or secured by any assets of such Person, whether or not such Indebtedness has been assumed by such Person.

(i)

all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, patent disclosures and industrial designs or industrial design applications, together with all reissuances, continuations, continuations-in-part, revisions, extensions and re-examinations thereof;

(ii)

all trade-marks, trade dress, logos, trade-names, business names, corporate names and domain names together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith and all applications, registrations and renewals in connection therewith; (iii) all copyrightable works, all copyrights and all applications, registrations and renewals in connection therewith; (iv) all proprietary or confidential information and trade secrets; (v) all computer software (including data and related documentation); (vi) all copies, tangible embodiments, and derivatives of the foregoing (in whatever form or medium); and (vii) any intellectual property that may exist, arise or be embodied in those items set out in Schedule 5.16(a), together with all Intellectual Property Rights related thereto.

(a)

income Taxes payable for the fiscal year ending December 31, 2005 and the period subsequent to such date up to and including the Closing Date, and

(b)

any line of credit balance, current portion of long-term debt, and short-term debt for borrowed money.

(a)

any mechanic’s, worker’s, carrier’s, repairmen’s or landlord’s Liens,

(b)

statutory Liens for Taxes, assessments and other similar governmental charges that are not overdue, and

(c)

Liens incurred or deposits made to secure the performance of bids, contracts, statutory obligations, surety and appeal bonds incurred in the Ordinary Course of Business by KC Machine.

(i)

any federal, state or foreign net income, alternative or add-on minimum tax, net worth, gross income, capital, capital gains, gross receipts, sales, use, ad valorem, value added, goods and services, transfer, franchise, profits, license, withholding on amounts paid to or by any Person, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, charges, fees, levies, imposts, 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,

(ii)

any liability of any Seller or KC Machine for the payment of any amounts of any of the foregoing types of taxes 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 any Seller or KC Machine for payment of such amounts was determined or taken into account with reference to the liability of any other Person, and

(iii)

any liability of any Seller or KC Machine for the payment of any amounts as a result of being a party to any Tax-Sharing Agreement or with respect to the payment of any amounts of any of the foregoing types of taxes as a result of any express or implied obligation to indemnify any other Person.

(a)

Whenever a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference will be to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Whenever the words, “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” The words “hereof”, “herein”, and “hereunder”, and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. All references to “$” or dollar amounts will be to lawful currency of the United States of America. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. Each of the Schedules will apply only to its corresponding Section or subsection of this Agreement. Each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP. To the extent the term “day” or “days” is used, it will mean calendar days unless referred to as a “Business Day.”

(b)

No provision of this Agreement will be interpreted in favor of, or against, any of the parties hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof or thereof.

2.1

At the Closing, Mr. Niswender shall deliver to Purchaser the documentation described in §4.2 below whereby he will sell, convey, and assign to Purchaser all Interests and any other assets which Mr. Niswender may hold with respect to KC Machine and the Business and Purchaser shall purchase from Mr. Niswender all such items, free and clear of all Liens. The payment by Purchaser to Mr. Niswender at the Closing shall confirm that such sale has taken place.

(a)

In consideration of the sale, conveyance, and assignment to Purchaser to be made by Sellers pursuant to §2.1, Purchaser will deliver to Mr. Niswender at the Closing (subject to paragraph (b) below) the aggregate purchase price (as adjusted pursuant to this Article III, the “Purchase Price”) in amount equal to $2,500,000, reduced by

(b)

At the Closing, Purchaser shall first pay on KC Machine’s behalf the net amount of Indebtedness due and owing to each creditor listed on Schedule 5.8 Purchaser

shall be entitled to characterize such payment as either a loan due from KC Machine or a capital contribution to KC Machine.

(a)

Within 60 days after the Closing Date, Purchaser will prepare and deliver or cause to be prepared and delivered to Mr. Niswender a balance sheet of KC Machine as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), as well as a reasonably detailed calculation of the proposed statement of the Net Working Capital prepared therefrom (the “Closing Statement”), in each case, without giving effect to the transactions described in this Agreement to be consummated at the Closing. The Closing Date Balance Sheet and the Closing Statement

(b)

Mr. Niswender shall determine in good faith within 30 days after the date of Purchaser’s delivery of the Closing Date Balance Sheet and the Closing Statement whether such documents have been prepared or determined in accordance with this Agreement. If Mr. Niswender determines in good faith that the Closing Date Balance Sheet and the Closing Statement have not been prepared or determined in accordance with this Agreement, Mr. Niswender will give written notice to Purchaser within such 30 day period

(c)

If Purchaser and Mr. Niswender are unable to resolve any disagreement between them with respect to the preparation of the Closing Date Balance Sheet and Closing Statement and the determination of the Closing Net Working Capital Balance within 15 days after the giving of notice by Mr. Niswender to Purchaser of such disagreement, the items in dispute may be referred by Purchaser or Mr. Niswender for determination by the certified public accounting firm of Grant Thrornton (or, if they are unable or unwilling to serve, another nationally recognized accounting firm not affiliated with any KC Machine, Sellers or Purchaser) (the “Accountants”).

(A)

in writing,

(B)

as promptly as practicable after the items in dispute have been referred to the Accountants (but in no event later than 30 days thereafter), and

(C)

in accordance with this Agreement.

(d)

During the period that Mr. Niswender’s advisors are conducting their review of Purchaser’s preparation of the Closing Date Balance Sheet and Closing Statement and determination of the Closing Net Working Capital Balance, Mr. Niswender and his representatives will have access during normal business hours to the work papers prepared by or on behalf of Purchaser and its representatives in connection with Purchaser’s preparation of the Closing Date Balance Sheet and Closing Statement and determination of the Closing Net Working Capital Balance; provided, however, that Mr. Niswender will conduct such review in a manner that does not unreasonably interfere with the conduct of the Business or any other businesses of Purchaser or its Affiliates.

(a)

Upon the final determination of the Closing Net Working Capital Balance, if the Closing Net Working Capital Balance is less than the Reference Working Capital Balance, then the Purchase Price will be decreased by such amount and the Withholding Amount shall be reduced accordingly. If the Withholding Amount is not sufficient to pay such difference between the Closing Net Working Capital Balance and the Reference Working Capital Balance, then Mr. Niswender shall pay any shortfall to Purchaser.

(b)

Any payment in respect of an adjustment required to be made under this § 3.3 will be made by Sellers in cash by wire transfer of immediately available funds to an account specified by Purchaser, in writing, within five Business Days following the final determination with respect to the Closing Net Working Capital Balance.

(a)

original certificates evidencing Mr. Niswender’s ownership of all issued and outstanding Interests, or if no such certificates exist, an Assignment of Interest in Lieu of Certificate, and documentation to assign, transfer, and convey all Interests to Purchaser;

(b)

an assignment, transfer, and conveyance document signed by Mrs. Niswender and which expressly conveys to Purchaser any and all rights which Ms. Niswender may have with respect to the Interests or any other rights she may have with respect to the ownership of any of KC Machine’s assets and the management of KC Machine.

(c)

certified copies of KC Machine’s most recent Articles of Organization, as most recently amended, and any operating or other management agreements relating to KC Machine, or if no such agreements exist, a certificate to such effect.

(d)

evidence or copies of the consents, approvals, orders, qualifications or waivers required by any third party or Governmental Authority to consummate the transactions contemplated by this Agreement that are listed in Schedule 5.4;

(e)

each Ancillary Agreement required to be executed and delivered by parties other than Purchaser or its Affiliates.

(f)

as requested by Purchaser, resignations of and releases of any management rights held by any Member;

(g)

a certified copy of the resolutions of all Members of KC Machine approving the transactions contemplated in this Agreement;

(h)

all records of KC Machine, including, without limitation, the minute books, membership interest register books and share certificate books (if any) of KC Machine; and

(i)

such other documents and instruments as may be reasonably required to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and to comply with the terms hereof and thereof.

(a)

the Closing Cash Consideration by wire transfer of immediately available funds to the account specified pursuant to Section 3.1 (subject to the provisions of Section 3.1(b));

(b)

each Ancillary Agreement required to be duly authorized and delivered by Purchaser or its Affiliates; and

(c)

such other documents and instruments as may be reasonably required to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and to comply with the terms hereof and thereof.

(a)

KC Machine is validly existing and in good standing under the laws of Wyoming.

(b)

KC Machine has all power required to carry on the Business as now conducted.

(c)

KC Machine has not qualified to do business in any jurisdiction other than Wyoming.

(a)

The execution, delivery and performance by Sellers or their respective Affiliates of their obligations under this Agreement and each of the Ancillary Agreements to which a Seller, any such Affiliate, or KC Machine will be a party at the Closing are, and will be at the Closing, within each such party’s powers and have been duly authorized by all necessary actions, and no other action on the part of any such party is necessary to authorize this Agreement or any of the Ancillary Agreements to which any such party will be a party at the Closing. Each such party is hereinafter designated as a “Seller Group Member”.

(b)

This Agreement has been, and each of the Ancillary Agreements to which each Seller Group Member will be a party at the Closing will have been, duly executed and delivered by such party, as applicable. Assuming the due execution and delivery by Purchaser of this Agreement and each of the Ancillary Agreements to which each Seller Group Member will be a party at the Closing, this Agreement constitutes, and each Ancillary Agreement to which each such party will be a party at the Closing will constitute at the Closing, valid and binding agreements of such party, as applicable, enforceable against each in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

(a)

violate the articles of organization, any operating agreement with respect to the management and ownership of KC Machine, or any other similar documents pertaining to KC Machine,

(b)

violate any applicable Law or Order,

(c)

require any filing with or Permit, consent or approval of, or the giving of any notice to, any Person (including filings, consents or approvals required under any Permits or licenses held by any of the Sellers or KC Machine,

(d)

result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of any Seller or KC Machine or to a loss of any benefit to which KC Machine is entitled under, any Contract, agreement or other instrument binding upon KC Machine or any license, franchise, Permit or other similar authorization held by KC Machine, or

(e)

result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of KC Machine.

(d)

result in a violation of or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Purchaser or to a loss of any benefit to which Purchaser is entitled under, any Contract, agreement or other instrument binding upon Purchaser or any license, franchise, Permit or other similar authorization held by Purchaser.

(a)

Mr. Niswender is the sole Member of, and owner of, KC Machine. Mr. Niswender owns all Interests. The Interests constitute all of the equity interests in KC Machine, except as may be implied or imposed under any applicable marital property law, community property law, or other Law, and are owned of record and beneficially solely by Mr. Niswender, free and clear of all Liens.

(b)

There are no options, warrants, purchase rights, subscription rights conversion rights, exchange rights, or other rights, agreements, arrangements, or commitments of any character relating to the Interests or obligating KC Machine to issue, sell, or otherwise cause to become outstanding Interests.

(c)

There are no outstanding contractual obligations for KC Machine to repurchase, redeem, or otherwise acquire any Interests or interests in KC Machine or to provide fund to, or make any investment in the form of a loan, capital contribution, or otherwise.

(d)

Upon consummation of the transactions contemplated by this Agreement, Purchaser will acquire good, valid and indefeasible title to all of the Interests and any other assets, rights, or privileges acquired under this Agreement free and clear of all Liens.

(e)

There are no voting trusts, agreements, proxies or other understandings in effect with respect to the voting or transfer of any of the Interests.

(f)

There are no outstanding or authorized rights for any Person other than Mr. Niswender to become a Member or to otherwise acquire any Interests.

(a)

A true and complete copy of the Reference Financial Statements is attached hereto as Schedule 5.7. The Reference Financial Statements have been prepared in accordance with GAAP and fairly present the financial position of KC Machine at the respective dates thereof and the results of the operations of KC Machine for the periods indicated.

(b)

The books of account, minute books, Interest accounts, and other records of KC Machine, all of which have been made available to Purchaser, are complete and correct in all material respects.

(a)

liabilities or Indebtedness fully provided for in the Reference Financial Statements,

(b)

liabilities or the secured Indebtedness specifically disclosed in Schedule 5.8, and

(c)

other liabilities or Indebtedness incurred since December 31, 2005 in the Ordinary Course of Business

(a)

Sellers have not caused KC Machine in any Return filed on behalf of KC Machine to elect to be taxed as a corporation for state or federal income tax purposes. Sellers further covenant that they shall not make any such election in any future Returns to be filed by Sellers on behalf of KC Machine.

(b)

(i) All Returns for Sel