STOCK PURCHASE AGREEMENT

Exhibit 2.1

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

BY AND AMONG

UNITED COMPONENTS, INC.,

ACAS ACQUISITIONS (ASC), INC.

AND

THE SELLERS
NAMED HEREIN

Dated as of March 8, 2006

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Schedules

Exhibits

Exhibit A – Seller Information and Indemnification Percentage
Exhibit B – Form of Legal Opinion
Exhibit C – Debt Commitment Letter
Exhibit D – Form of Contribution and Subscription Agreement
Exhibit E – Form of Letter Agreement regarding North Canton, OH Facility Sublease
Exhibit F – Form of Swaldo Employment Agreement
Exhibit G – Form of Blackerby Employment Agreement
Exhibit H – Form of Parent Stockholders Agreement
Exhibit I – Form of Investor Rights Agreement
Exhibit J — Form of Option Cancellation Agreement
Exhibit K – Form of Earn-Out Agreement
Exhibit L – Form of Pledge Agreement

STOCK PURCHASE AGREEMENT

          This STOCK PURCHASE AGREEMENT, (the “ Agreement ”), dated as of March 8, 2006, by and among UNITED COMPONENTS, INC., a Delaware corporation (“ Purchaser ”), ACAS ACQUISITIONS (ASC), INC., a Delaware corporation (the “ Company ”), and the securityholders of the Company listed on the signature pages hereof (collectively, the “ Sellers ”).

W I T N E S S E T H:

          WHEREAS, certain of the Sellers are the record and beneficial owners of an aggregate of 150,000 shares (the “ Shares ”) of the Company’s common stock, $0.001 par value per share (“ Common Stock ”), which constitute all of the issued and outstanding shares of Common Stock of the Company;

          WHEREAS, certain of the Sellers are the record and beneficial owners of warrants (“ Warrants ”) to purchase an aggregate of 74,888 shares of Common Stock, which constitute all of the issued and outstanding Warrants of the Company;

          WHEREAS, certain of the Sellers are the record and beneficial owners of options (“ Options ,” together with the Shares and the Warrants, referred to collectively as the “ Securities ”) to purchase an aggregate of 11,267 shares of Common Stock, which constitute all of the issued and outstanding Options of the Company;

          WHEREAS, the Securities and the Preferred Stock (as defined below) represent one hundred percent (100%) of the issued and outstanding Equity Securities of the Company;

          WHEREAS, Purchaser desires to purchase all of the Common Stock other than the Rollover Shares (as defined below) from the Sellers and the Sellers desire to sell all of such Common Stock to Purchaser;

          WHEREAS, concurrently with the execution and delivery of this Agreement and as a condition to the willingness of Purchaser to enter into this Agreement, certain of the Sellers are entering into an agreement (the “ Contribution and Subscription Agreement ”) with UCI Acquisition Holdings, Inc., a Delaware corporation and the record owner of 100% of the issued and outstanding Equity Securities of Purchaser (“ UCI ”), Carlyle Partners III, L.P., a Delaware limited partnership (“ CPIII ”) and UCI Holdco, Inc., a Delaware corporation (“ Parent ”) pursuant to which, among other things, such Sellers will contribute their Rollover Shares to Parent and CPIII will contribute to Parent 100% of the shares of UCI held by it and will cause each other shareholder of UCI to contribute to Parent 100% of the shares of UCI held by such other shareholder, in each case concurrently with the Closing in exchange for shares of Parent Common Stock (as defined below);

          WHEREAS, Purchaser and each Option Holder desires that such Option Holders receive payment from the Company for their Options in consideration of their cancellation; and

          WHEREAS, Purchaser and each holder of Warrants desires that such holders of Warrants receive payment from the Company for their Warrants in consideration of their cancellation.

          NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

     1.1 Certain Definitions .

          (a) For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1 :

          “ ACAS ” means American Capital Strategies, Ltd., a Delaware corporation.

          “ ACAS Contribution Agreement ” means the Contribution Agreement, dated the date hereof, among ACAS, Theodore V. Swaldo and William T. Blackerby, Jr.

          “ ACAS Management Agreement ” means that certain Investment Banking Services Agreement, dated as of October 29, 2002, between the Company and American Capital Financial Services, Inc.

          “ ACAS Warrant Amount ” means $26,000,000.

          “ Advance Auto Factored Receivables ” means the aggregate invoiced amount of all accounts receivable due from Advance Stores Company Incorporated to the Company or its Subsidiaries that have been purchased by SunTrust, for which the Company has received cash as of the Closing, and for which the “Due Date,” as set forth on the SunTrust Draft (as defined in the SunTrust (Advance Auto) Factoring Agreement) received from SunTrust in accordance with the SunTrust (Advance Auto) Factoring Agreement, has not occurred as of the Closing Date.

          “ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

          “ Aggregate Equity Value ” means an amount equal to (i) the Enterprise Value, minus (ii) the Closing Date Indebtedness Amount, minus (iii) Transaction Expenses, minus (iv) the Preferred Stock Redemption Amount, minus (v) Factored Receivables, minus (vi) POS Payables, minus (vii) the ACAS Warrant Amount plus (viii) the aggregate amount of the exercise price for all issued and outstanding Options

immediately prior to Closing, plus (ix) Cash, plus or minus (as the case may be) (x) the CapEx Adjustment Amount, plus or minus (as the case may be) (xi) the Estimated Working Capital Adjustment in accordance with Section 3.2(a) .

          “ Agreed Principles ” means the accounting principles set forth on Schedule 3.2 or, to the extent not included thereon, the accounting principles, practices and procedures used by the Company in the preparation of the Unaudited Financial Statements.

          “ Assets ” means all properties, assets and rights of any kind, whether tangible or intangible, real or personal, owned, leased or licensed by the Company or any of its Subsidiaries.

          “ Autozone Factored Receivables ” means the aggregate invoiced amount of all accounts receivable due from Autozone, Inc. to the Company or its Subsidiaries that have been purchased by SunTrust, for which the Company has received cash as of the Closing, and for which the “Maturity Date,” as set forth on the Confirmation (as defined in the SunTrust (Autozone) Factoring Agreement) received from SunTrust in accordance with the SunTrust (Autozone) Factoring Agreement, has not occurred as of the Closing Date.

          “ BB&T Factoring Agreement ” means that certain Supplier Agreement BB&T Factors Draft Program, effective November 1, 2004, by and between ASC Industries, Inc. and BB&T Factors Corporation.

          “ Books and Records ” means all books of account, ledgers, general, financial, legal, regulatory, Tax, accounting, personnel and employment records, files, customers’ and suppliers’ lists, sales and promotional literature, correspondence, manuals, data, papers and other information, whether in hard copy or computer or other format, pertaining to the Company and its Subsidiaries.

          “ Business Day ” means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

          “ CapEx Budget ” means the Company’s monthly capital expenditures budget for 2006 attached as Schedule 1.1(a) hereto.

          “ CapEx Adjustment Amount ” means (x) the lesser of (i) $965,000 and (ii) one-half of the amount by which the aggregate amount of capital expenditures related to future sales by the Company and its Subsidiaries to NAPA Autoparts that are included in the CapEx Budget under the row labeled “NAPA Project Total” that are made by the Company or its Subsidiaries prior to the Closing exceeds $2,450,000, minus (y) the amount by which the aggregate amount budgeted for capital expenditures by the Company and its Subsidiaries as set forth on the CapEx Budget (including, for the avoidance of doubt amounts described in clause (x)) for the period from and after March 1, 2006 to the Closing exceeds the actual amount of capital expenditures by the Company and its Subsidiaries for such period (provided, however for the purposes of calculating

the CapEx Adjustment Amount, in no event shall clause (y) be less than zero). In calculating the CapEx Adjustment Amount, in the event that the Closing occurs on a date that is prior to the last Business Day of any calendar month, the budgeted capital expenditures for such month shall be pro rated based on the total number of Business Days in such month that have elapsed.

          “ CarQuest/GPI Factored Receivables ” means the aggregate invoiced amount of all accounts receivable due from General Parts, Inc. to the Company or its Subsidiaries that have been purchased by BB&T Factors Corporation, for which the Company has received cash as of the Closing, and for which the “Due Date,” as set forth on the BBTF Draft (as defined in the BB&T Factoring Agreement) received from BB&T Factors Corporation in accordance with the BB&T Factoring Agreement, has not occurred as of the Closing Date.

          “ Cash ” means consolidated cash and cash equivalents (other than cash that is posted as a security deposits or cash collateral securing Indebtedness or other obligations of the Company or its Subsidiaries) of the Company and its consolidated Subsidiaries immediately prior to the Closing as determined in accordance with GAAP as consistently applied using the principles, practices and procedures used by the Company and its Subsidiaries in the preparation of the Balance Sheet (to the extent consistent with GAAP) and the Agreed Principles.

          “ Closing Date Indebtedness Amount ” means the sum (without duplication) of: (i) the aggregate amount of consolidated Indebtedness of the Company and its consolidated Subsidiaries immediately prior to the Closing as determined in accordance with GAAP as consistently applied using the principles, practices and procedures used by the Company and its Subsidiaries in the preparation of the Balance Sheet (to the extent consistent with GAAP) and the Agreed Principles plus (ii)(A) all “breakage costs” or other similar expenses in connection with the termination of any interest rate swap of other hedging arrangement on the Closing Date, (B) all other fees, expenses or other amounts payable to the lenders of any Indebtedness in accordance with the terms thereof, and (C) all amounts owed to ACAS or its Affiliates pursuant to the ACAS Management Agreement in connection with any unpaid management fees or otherwise (which, for purposes of clarification, shall not include any amounts paid to ACAS hereunder in respect of the Preferred Stock and Warrants), in each case to the extent not included in the amount in clause (i) above and whether or not all or any portion of such amount would be included on a balance sheet prepared in accordance with GAAP or the Agreed Principles.

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

          “ Common Stock Sellers ” means the “Common Stock Sellers” listed on Exhibit A .

          “ Contract ” means any written contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, or license.

          “ Current Assets ” means an amount equal to the consolidated current assets of the Company and its consolidated Subsidiaries immediately prior to the Closing including trade accounts receivable, non-trade accounts receivable, VAT receivable inventory (including POS Inventory), prepaid expenses, other current assets of the Company and its consolidated Subsidiaries (but excluding Cash, all tax assets, including any refundable income taxes, the tax-effected amount of the Closing Deductions and any deferred tax assets), in each case as determined in accordance with GAAP as consistently applied using the principles, practices and procedures used by the Company and its Subsidiaries in the preparation of the Balance Sheet (to the extent consistent with GAAP) and the Agreed Principles.

          “ Current Liabilities ” means the consolidated current liabilities of the Company and its consolidated Subsidiaries immediately prior to the Closing including accounts payable (excluding POS Payables) and other current liabilities of the Company and its consolidated Subsidiaries (excluding POS Payables, deferred tax liabilities and any amounts included within Closing Date Indebtedness) and without reduction for the tax-effected amount of the Closing Deductions, in each case as determined in accordance with GAAP as consistently applied using the principles, practices and procedures used by the Company and its Subsidiaries in the preparation of the Balance Sheet (to the extent consistent with GAAP) and the Agreed Principles.

          “ Enterprise Value ” means $154,700,000.

          “ Environment ” means any surface water, groundwater, land surface, subsurface strata, river sediment, plant or animal life, natural resources, air (including indoor air and ambient air) and soil.

          “ Environmental Claim ” shall mean any claim, action, cause of action, investigation, demand, order, directive or written notice by, or on behalf of, any Governmental Body or Person alleging potential liability (including potential liability for investigatory costs, cleanup costs, personal injuries, or penalties) arising out of, based on or resulting from: (i) the Handling of Substances as of or prior to the Closing Date; (ii) the presence, Release or threatened Release of any Substance at a Company Property as of or prior to the Closing Date; (iii) exposure to any Substance as of or prior to the Closing Date; or (iii) requirements or violation of any Environmental Law or Permit as of or prior to the Closing Date.

          “ Environmental Condition ” shall mean any Environmental Claim and Existing Contamination.

          “ Environmental Law ” means any Law in effect as of the Closing Date concerning: (a) the Environment, including related to pollution, contamination, cleanup, preservation, protection, and reclamation of the Environment; (b) health or safety, including occupational safety and the exposure of employees and other persons to any Substances; (c) any Release or threatened Release of any Substance, including investigation, monitoring, clean up, removal, treatment, or any other action to address such Release or threatened Release; and (d) the Handling of Substances.

          “ Environmental Response Action ” shall mean any action of any kind to address, correct or respond to any Environmental Condition, or to comply with Environmental Laws with respect to matters first arising as of or prior to the Closing Date, including the following activities: (i) monitoring, investigation, assessment, treatment, cleanup, containment, removal, mitigation, response or restoration work; (ii) responding to any notice, claim, cause of action, order, action, or investigation by any Person alleging potential liability for property damage (including claims for interference with use and diminution in value) or death or injury to Persons; (iii) negotiation with or obtaining any permits, consents, approvals or authorizations from any Governmental Body necessary to address, correct or respond to an Environmental Condition or to comply with Environmental Laws; (iv) preparing and implementing any plans or studies for any such activity; (v) actions necessary to obtain a written notice from a Governmental Body with jurisdiction over any Company Property that no material additional work is required by such Governmental Body; (vi) the use, implementation, application, installation, operation or maintenance on any Company Property of remedial technologies applied to the surface or subsurface soils, excavation and treatment or disposal of soils at such Company Property, systems for long-term treatment or surface water or groundwater, engineering controls or institutional controls; (vii) the design, acquisition and installation of pollution control equipment required under Environmental Laws; and (viii) any other activities reasonably determined to be necessary or required under Environmental Laws to address or respond to an Environmental Condition.

          “ Equity Securities ” of any Person means (i) shares of capital stock, limited liability company interests, partnership interests or other equity securities of such Person, including, with respect to the Company, the Company Common Stock, (ii) subscriptions, calls, warrants, options or commitments of any kind or character relating to, or entitling any Person to purchase or otherwise acquire, any capital stock, limited liability company interests, partnership interests or other equity securities of such Person, (iii) securities convertible into or exercisable or exchangeable for shares of capital stock, limited liability company interests, partnership interests or other equity securities of such Person, and (iv) share of registered capital, equity equivalents, interests in the ownership or earnings of, or equity appreciation, phantom stock or other similar rights of, or with respect to, such Person.

          “ Equity Sellers ” means the Common Stock Sellers and the Option Holders.

          “ ERISA Affiliate ” means any Person that is (or at any relevant time was) a member of a “controlled group of corporations” with, under “common control” with, or a member of an “affiliated service group” with, or otherwise required to be aggregated with, the Company or any of its Subsidiaries as set forth in Section 414(b), (c), (m) or (o) of the Code.

          “ Existing Contamination ” shall mean (i) any Release of a Substance or (ii) any soil or groundwater contamination by Substances, in each case, present as of the Closing Date, on or from any of the Company Property.

          “ Factored Receivables ” means an amount equal to the sum of: Autozone Factored Receivables plus Advance Auto Factored Receivables plus CarQuest/GPI Factored Receivables plus the aggregate invoiced amount of all other accounts receivable due to the Company or its Subsidiaries that have been purchased for cash as part of a similar factoring arrangement and that were invoiced by the Company or its Subsidiaries and purchased by the bank or other Person providing such financing prior to the Closing Date, for which the Company has received cash as of the Closing, and for which the bank has not received cash from the applicable third party in accordance with the terms of the applicable factoring arrangement as of the Closing Date.

          “ GAAP ” means generally accepted accounting principles in the United States as of the date hereof.

          “ Governmental Body ” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local, foreign or multinational, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

          “ Handling of Substances ” means the production, use, generation, Release, storage, treatment, formulation, processing, labeling, distribution, introduction into commerce, registration, transportation, reclamation, recycling or other handling or disposition of Substances.

          “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the rules and regulations promulgated thereunder.

          “ Improvements ” means any buildings, facilities, other structures and improvements, building systems and fixtures located on or under any Company Properties.

          “ Indebtedness ” of the Company means, without duplication, (i) the principal of and, accreted value and/or accrued and unpaid interest in respect of (A) indebtedness of the Company and its consolidated Subsidiaries for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds, letters of credit or other similar instruments for the payment of which any of them is responsible or liable; (ii) all obligations of the Company and its consolidated Subsidiaries issued or assumed as the deferred purchase price of property, all conditional sale obligations of any of them and all obligations of any of them under any title retention agreement (but excluding trade accounts payable and other current liabilities to the extent included in the calculation of Closing Working Capital); (iii) all obligations of the Company and its consolidated Subsidiaries in respect of leases required to be capitalized in accordance with GAAP; (iv) all obligations of the Company and its consolidated Subsidiaries in respect of interest rate and currency obligation swaps, hedges or similar arrangements (other than interest rate caps, the cost of which have been paid in full prior to the date hereof); (v) all obligations of the type referred to in clauses (i) through (iv) of any Persons the payment of which the Company or any of its consolidated Subsidiaries is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise; and (vi) all obligations of the type

referred to in clauses (i) through (v) of the Company and its consolidated Subsidiaries secured by any Lien on any of their Assets (whether or not such obligation is assumed by any of them).

          “ Indemnification Percentage ” means with respect to Linda Swaldo and William T. Blackerby, Jr. collectively, 66.70% and, with respect to ACAS 33.30%.

          “ Initial Cash Purchase Price ” means an amount in cash equal to the Aggregate Equity Value minus $8,300,000 (which represents the sum of all Rollover Sellers’ Rollover Amounts).

          “ Intellectual Property ” means all intellectual property rights used by the Company and the Subsidiaries arising from or in respect of the following: (i) all patents, utility models and other rights in and to inventions and industrial designs and applications therefor, including continuations, divisionals, continuations-in-part, or reissues of patent applications and patents issuing thereon (collectively, “ Patents ”), (ii) all trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, Internet domain names and corporate names, together with the goodwill associated with any of the foregoing, and all applications, registrations and renewals thereof, (collectively, “ Marks ”), (iii) copyrights and registrations, works of authorship and mask work rights, and all applications, registrations and renewals thereof, (collectively, “ Copyrights ”), (iv) all Software and Technology of the Company and the Subsidiaries, (v) trade secrets and other confidential and proprietary business information, including but not limited to all designs, plans, drawings, flow charts, state diagrams, specifications, technology, know-how, methods, designs, concepts and other proprietary rights, whether or not registered, and (vi) rights under any licenses to use any of the intellectual property described in clauses (i) to (v) above.

          “ IRS ” means the United States Internal Revenue Service and, to the extent relevant, the United States Department of Treasury.

          “ Joint Venture ” means Shandong Yanzhou ASC Liancheng Industries Co., Ltd. a company established in accordance with the laws of the PRC.

          “ Knowledge ” or “ Known ” means (i) with respect to the Sellers or the Company, those facts or circumstances actually known by any of Theodore V. Swaldo, William T. Blackerby, Jr., Lloyd Shi, Tao Qin or Geoff Doke, or any facts which would be known by a reasonable prudent Person holding a comparable office or job or with comparable experience or responsibilities, and (ii) with respect to the Purchaser, those facts or circumstances actually known by any of the directors, officers and management-level employees of the Purchaser, or any facts or circumstances which would be known after due inquiry by a person holding a comparable office or job or with comparable experience or responsibilities.

          “ Law ” means any law (including common law), statute, code, ordinance, rule, regulation or other similar pronouncement binding on the Company or any of its

Subsidiaries in each case, issued by any Governmental Body (including the PRC) and in effect on the date hereof or the Closing Date.

          “ Legal Proceeding ” means any judicial, administrative or arbitral actions, suits or proceedings (public or private) by or before a Governmental Body.

          “ Letter Agreement ” means that certain letter agreement between the Company and ACAS dated October 29, 2002 with respect to corporate opportunities.

          “ Liability ” means any debt, liability or obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, known or unknown, or due or to become due) and including all costs and expenses relating thereto.

          “ Lien ” means any lien, encumbrance, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude or transfer restriction.

          “ Material Adverse Effect ” means a material adverse change in or effect on (i) the business, Assets, results of operations or financial condition of the Company and the Subsidiaries (taken as a whole) or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement, other than, when the term “Material Adverse Effect” is used in Section 5.8 as it relates to the condition in Section 9.1(a) and in Section 9.1(f ), an event, occurrence or change resulting from an Excluded Matter. “ Excluded Matter ” means any one or more of the following: (i) the effect of any change in the United States or foreign economies or securities or financial markets in general (but solely to the extent that any such change does not have a disproportionate effect on the Company or its Subsidiaries); (ii) the effect of any change that generally affects any industry in which the Company or any of the Subsidiaries operates (but solely to the extent that any such change does not have a disproportionate effect on the Company or its Subsidiaries); (iii) the effect of any action taken by Purchaser or its Affiliates with respect to the transactions contemplated hereby; (iv) the effect of any changes in applicable Laws or accounting rules (but solely to the extent that any such change does not have a disproportionate effect on the Company or its Subsidiaries) or (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement.

          “ Net Working Capital ” means an amount equal to (i) Current Assets minus (ii) Current Liabilities plus (iii) the aggregate amount of Factored Receivables.

          “ Option Cancellation Agreements ” means the agreement between the Company and each Option Holder in the form attached as Exhibit J hereto, whereby such Option Holder agrees to cancellation of his Options in consideration of receipt of payment pursuant to Section 2.3 , as adjusted pursuant to Section 3.2 .

          “ Option Cancellation Amount ” means the aggregate amount payable in respect of Options pursuant to Section 2.3 , as adjusted pursuant to Section 3.2 and the Option Cancellation Agreements.

          “ Option Holders ” means each of Ying Hua Li, Tao Qin, Jeff Sandt, Scott Swaldo, Geoff Doke, Dave Tate, Chris Johnson, Song De Shi, William Thomas and Al Barry.

          “ Order ” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Body.

          “ Ordinary Course of Business ” means the ordinary and usual course of normal day-to-day operations of the Company and the Subsidiaries as conducted during the twelve (12) months prior to the date hereof.

          “ Parent Common Stock ” means the common stock, par value $0.01 per share, of Parent.

          “ Per Share Equity Value ” means an amount equal to the quotient of (a) the Aggregate Equity Value, divided by (b) the sum of (i) the aggregate number of shares of Common Stock issued and outstanding immediately prior to the Closing plus (ii) the aggregate number of shares of Common Stock issuable upon exercise of all Options issued and outstanding immediately prior to the Closing (and for the avoidance of doubt excluding any shares of Common Stock issuable upon exercise of Warrants issued and outstanding immediately prior to the Closing).

          “ Permits ” means all of the approvals, authorizations, consents, licenses, permits or certificates required by a Governmental Body for the ownership, leasing or operation of the Assets or business of the Company or any of its Subsidiaries as conducted as of the date of this Agreement or as of the Closing Date.

          “ Permitted Exceptions ” means (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of title insurance ,made available to Purchaser prior to the date hereof; (ii) liens for Taxes, assessments or other governmental charges or claims that are not yet due and payable or being contested in good faith by appropriate proceedings, if a reserve or other appropriate provision, if any as required by GAAP shall have been made therefor; (iii) mechanics’, carriers’, workers’, repairers’ and other Liens imposed by law incurred in the Ordinary Course of Business for sums that are not yet due and payable or being contested in good faith, if a reserve or other appropriate provision, if any, as required by GAAP shall have been made therefor; (iv) zoning, entitlement and other land use and environmental regulations by any Governmental Body; (v) title of a lessor under a capital or operating lease; (vi) Liens securing Indebtedness of the Company and (vii) such other imperfections in title, charges, easements, restrictions and encumbrances which do not materially impair the use or any material Asset of the Company or its Subsidiaries in the Ordinary Course of Business or are not otherwise material to the business of the Company and its Subsidiaries (taken as a whole).

          “ Person ” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.

          “ Personnel ” means all employees, officers, directors and independent contractors of, employed by or contracting with the Company or any of its Subsidiaries.

          “ POS Inventory ” means (i) all inventory sold by the Company or its Subsidiaries to Autozone Parts, Inc. and repurchased by POS Sales Corp. No. 7, Inc. in August 2004, April 2005, and August 2005, minus (ii) all inventory of the Company or any of its Subsidiaries subsequently resold to Autozone Parts, Inc. plus (iii) all inventory purchased by POS Sales Corp. No. 7, Inc.

          “ POS Payables ” means all accounts payable by the Company or any of its Subsidiaries (including POS Sales Corp. #7, Inc.) related to any repurchases by the Company or its Subsidiaries of products previously sold to any of their respective customers prior to the Closing (including, but not limited to, the three purchases from Autozone Parts, Inc. in August 2004, April 2005, and August 2005 of POS Inventory).

          “ PRC ” means the People’s Republic of China.

          “ Pre-Closing Tax Period ” means the taxable periods ending on or before the Closing Date.

          “ Preferred Stock ” means the Series A PIK Redeemable Preferred Stock of the Company, par value $.001 per share.

          “ Preferred Stock Redemption Amount ” means the amount necessary to fully repay the liquidation value and all accrued dividends on the Preferred Stock. Not more than three (3) Business Days prior to the Closing, the Company shall deliver to Purchaser a letter confirmed in writing by ACAS setting forth such amount and per diem interest on such amount.

          “ Primary Indemnitors ” means Linda Swaldo, William T. Blackerby, Jr. and ACAS.

          “ Pro Rata Share ” means the percentage of each Seller under the heading “Pro Rata Share” on Exhibit A .

          “ Purchase Price ” means the Initial Cash Purchase Price, as adjusted pursuant to Section 3.2(f) .

          “ Release ” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching, or migration at, into or onto the Environment, including movement or migration through or in the Environment, whether sudden or non-sudden and whether accidental or non-accidental, or any release, emission or discharge as those terms are defined in any applicable Environmental Law.

          “ Rollover Amount ” means, with respect to any Rollover Seller, the amount set forth in the column headed “Rollover Amount” next to such Rollover Seller’s name on Exhibit A hereto.

          “ Rollover Sellers ” shall mean each of Linda Swaldo and William T. Blackerby, Jr.

          “ Seller Stockholders Agreement ” means that certain Stockholders Agreement dated as of October 29, 2002, by and among the Company, ACAS, Theodore V. Swaldo, Linda Swaldo, William T. Blackerby, Jr., Christina Blackerby and each other person who executed such agreement as a stockholder in the Company.

          “ Software ” means any and all (i) computer programs, applications and other computer software, including, with respect to each, any and all processes, scripts and routines used to process data, software implementations of algorithms, models and methodologies, whether in source code or object code and documentation for any of the foregoing, and (ii) databases, compilations and web sites, including any and all data and collections of data, whether machine readable or otherwise.

          “ Straddle Period ” means any taxable period that begins before and ends after the Closing Date.

          “ Subsidiary ” means any Person of which a majority of the outstanding share capital, voting securities or other Equity Securities are owned, directly or indirectly, by the Company and/or one or more other Subsidiaries of the Company.

          “ Substances ” means any wastes, substances, products, pollutants or materials, whether solid, liquid or gaseous, that (i) is or contains asbestos, polychlorinated biphenyls, radioactive materials, oil, petroleum or any fraction thereof, (ii) requires removal, remediation or reporting under any Environmental Law, or is defined, listed or identified as a “contaminant”, “pollutant”, “toxic substance”, “toxic material”, “hazardous waste” or “hazardous substance” or words of similar meaning and regulatory effect thereunder, or (iii) is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is regulated as such by any Governmental Authority under any Environmental Law.

          “ SunTrust ” means SunTrust Bank, a Georgia banking corporation.

          “ SunTrust (Advance Auto) Factoring Agreement ” means that certain Letter of Understanding and Agreement, dated February 9, 2004, by and between ASC Industries, Inc. and SunTrust.

          “ SunTrust (Autozone) Factoring Agreement ” means that certain Supplier Agreement, dated as of November 30, 2004, by and between ASC Industries, Inc. and SunTrust.

          “ Swaldo and Blackerby ” means each of Linda Swaldo and William T. Blackerby, Jr.

          “ Target Net Working Capital ” means an amount equal to $52,640,000.

          “ Tax ” or “ Taxes ” means (i) any and all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever, and (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Taxing Authority.

          “ Tax Return ” means any return, report or statement required to be filed to a Taxing Authority with respect to any Tax (including any schedule or attachments thereto, and any amendment thereof), including any election, disclosure, information return, claim for refund, amended return or declaration of estimated Tax, and including, where permitted or required, combined, consolidated or unitary returns for any group of entities that includes Seller, any of the Subsidiaries, or any of their Affiliates.

          “ Taxing Authority ” means the IRS and any other Governmental Body responsible for the administration of any Tax.

          “ Technology ” means, collectively, all designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein, and all related technology, that are used in, incorporated in, embodied in, displayed by or relate to, or are used by the Company or any Subsidiary.

          “ Transaction Expenses ” means obligations of the Company, the Subsidiaries and the Sellers for all legal and other expenses incurred in connection with the transactions contemplated herein (including any fees and expenses of (i) Weil, Gotshal & Manges LLP, (ii) Calfee, Halter & Griswold LLP, (iii) Arnold & Porter LLP and (iv) any other advisers to ACAS or the Company including Edgeview Partners); provided that Purchaser shall pay for all filing fees payable to any Governmental Body in connection with the filing of notification under the HSR Act.

          “ WARN ” means the Worker Adjustment and Retraining Notification Act of 1988, as amended, and the rules and regulations promulgated thereunder.

     1.2 Terms Defined Elsewhere in this Agreement . For purposes of this Agreement, the following terms have meanings set forth in the sections indicated:

     1.3 Other Definitional and Interpretive Matters .

          (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

           Calculation of Time Period . When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to

this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

           Dollars . Any reference in this Agreement to $ shall mean U.S. dollars.

           Exhibits/Schedules . All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any matter or item disclosed on one Schedule shall be deemed to have been disclosed on each other Schedule to the extent the applicability of such disclosure to the matters required to be disclosed on such other Schedule are reasonably apparent based solely upon the face of such disclosure. Disclosure of any item on any Schedule shall not constitute an admission or indication that such item or matter is material or would have a Material Adverse Effect. No disclosure on a Schedule relating to a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that breach or violation exists or has actually occurred. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

           Gender and Number . Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.

           Headings . The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Section” are to the corresponding Section of this Agreement unless otherwise specified.

           Herein . The words such as “ herein ,” “ hereinafter ,” “ hereof ,” and “ hereunder ” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

           Including . The word “ including ” or any variation thereof means (unless the context of its usage otherwise requires) “ including, without limitation ” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

          (b) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

ARTICLE II

SALE AND PURCHASE OF SECURITIES

     2.1 Purchase and Sale of Shares . At the Closing, each Common Stock Seller shall sell to Purchaser, and Purchaser shall purchase from each such Common Stock Seller, that number of Shares set forth opposite each Common Stock Seller’s name under the heading “Total Shares” on Exhibit A attached hereto, less the aggregate number of Rollover Shares transferred to Parent by such Common Stock Seller as provided in Section 2.2 , free and clear of all Liens. In consideration of the sale of such Shares, at the Closing and upon delivery of one or more certificates representing such Shares together with stock powers with respect to such Shares duly endorsed in blank, Purchaser agrees to pay to each such Common Stock Seller an aggregate amount of cash (subject to adjustment in accordance with Section 3.2(f)) equal to (x) the number of Shares of Common Stock sold by such Common Stock Seller as determined in accordance with the preceding sentence multiplied by (y) the Per Share Equity Value. Notwithstanding the foregoing, (1) a portion of the consideration otherwise payable pursuant to the preceding sentence (i) to Linda Swaldo equal to $6,650,000 and (ii) to William T. Blackerby, Jr. equal to $350,000, shall be deposited with the Escrow Agent as the Indemnity Escrow Amount in accordance with Section 3.1(a)(i) and (2) a portion of the consideration otherwise payable pursuant to the preceding sentence to the Equity Sellers equal to $2,000,000 (pro rata in accordance with the amount of such consideration otherwise payable to each of them) shall be deposited with the Escrow Agent as the Adjustment Escrow Amount in accordance with Section 3.1(a)(ii) .

     2.2 Exchange of Rollover Shares for Parent Common Stock . At the Closing, the Rollover Sellers shall contribute, convey, grant, transfer and deliver to Parent free and clear of all Liens, and Parent shall accept and take delivery from each Rollover Seller, a number of shares of Common Stock (the “ Rollover Shares ”) equal to such Rollover Seller’s Rollover Amount divided by the Per Share Equity Value (prior to adjustment pursuant to Section 3.2(f) ) pursuant to a Contribution and Subscription Agreement in the form attached hereto as Exhibit D . In consideration of (x) the transfer by Linda Swaldo to Parent of such number of Rollover Shares as is required to be contributed by her pursuant to this Section 2.2 and upon delivery of an executed Contribution and Subscription Agreement and one or more certificates representing such Rollover Shares together with stock powers with respect to such Rollover Shares duly endorsed in blank, Parent agrees to issue to Linda Swaldo 80,000 shares of Parent Common Stock and (y) the transfer by William T. Blackerby, Jr. to Parent of such number of Rollover Shares as is required to be contributed by him pursuant to this Section 2.2 and upon delivery of an executed Contribution and Subscription Agreement and one or more certificates representing such Rollover Shares together with stock powers with respect to such Rollover Shares duly endorsed in blank, Parent agrees to issue to William T. Blackerby, Jr. 3,000 shares of Parent Common Stock. Parent and the Rollover Sellers hereby acknowledge and agree that the conveyance of the Rollover Shares for Parent Common Stock, by reason of being part of an overall integrated transaction, is intended to qualify as an exchange under Section 351 of the Code, and the parties hereto shall file all Tax Returns or other reports, as required, consistent with such position, and shall take no contrary position, unless required to do so by applicable Law.

     2.3 Cancellation of Options . Prior to the Closing, the Company shall take all actions to provide for the cancellation, effective at the Closing, subject to the payment as

provided for herein, of all Options set forth under the heading “Cancelled Options” opposite each Option Holder’s name on Exhibit A attached hereto (the “ Cancelled Options ”). Immediately prior to the Closing, each Cancelled Option (as set forth on Exhibit A ), shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to a payment by the Company in cash, at the Closing, equal to (i) the product of (x) the total number of shares of Common Stock that would have otherwise been issuable upon the exercise of such Cancelled Option, and (y) the Per Share Equity Value, minus (ii) the aggregate exercise price payable upon exercise in full of such Cancelled Option. It shall be a condition precedent to the right of any Cancelled Option Holder to receive the consideration contemplated by the preceding sentence in respect of such Cancelled Option Holder’s Cancelled Options, that such Cancelled Option Holder execute an Option Cancellation Agreement with respect thereto, and the Company shall take all actions reasonably requested by Purchaser to provide for the execution of all Option Cancellation Agreements prior to Closing. Any payments made to the Option Holders under this Agreement, the Earn-Out Agreement and the Option Cancellation Agreements (including any amounts to be distributed from the Adjustment Escrow Account to such Option Holders) shall be subject to reduction as required by applicable federal and state withholding Laws, and all such withheld amounts shall be paid to the Company and thereafter remitted by the Company to the applicable Taxing Authorities promptly following the date of payment. The vesting schedule of all Cancelled Options shall be accelerated so that 100% of the Cancelled Options shall be vested on the Closing Date.

     2.4 Cancellation of Warrants . Prior to the Closing, the Company and ACAS shall take all actions reasonably requested by Purchaser to cancel, effective at the Closing and subject to the payment of the ACAS Warrant Amount, all Warrants.

     2.5 Redemption of the Preferred Stock . Prior to the Closing, the Company and ACAS shall take all actions reasonably requested by Purchaser to cause the Company to redeem, effective at the Closing and subject to the payment of the Preferred Stock Redemption Amount, all shares of Preferred Stock outstanding as of the Closing. In consideration therefor, at the Closing, Purchaser shall cause the Company to pay to ACAS the Preferred Stock Redemption Amount against delivery of the certificates representing the shares of Preferred Stock being redeemed together with stock powers with respect to such Shares duly endorsed in blank.

     2.6 Earn-Out Agreement . At the Closing, Purchaser and Sellers shall execute and deliver to each other an Earn-Out Agreement, substantially in the form of Exhibit K hereof (the “Earn-Out Agreement”) pursuant to which each of the Equity Sellers each of the Equity Sellers shall receive up to an amount equal to $4,000,000 to the extent the conditions for payment thereof in the Earn-Out Agreement have been satisfied multiplied by such Equity Seller’s Pro Rata Share as additional consideration for the sale of Shares and/or cancellation of Options held by them prior to the Closing. Such additional payment, if any, shall be treated as additional purchase price payable to such Equity Sellers for all purposes hereunder.

ARTICLE III

PURCHASE PRICE

     3.1 Payment of Initial Cash Purchase Price and Other Amounts .

          (a) At the Closing, Purchaser shall pay the Initial Cash Purchase Price, which shall be paid by wire transfer of immediately available funds as follows:

     (i) $7,000,000 shall be paid to the Escrow Agent to be deposited in the Indemnity Escrow Account and held and disbursed in accordance with a joint instruction escrow agreement, the form of which shall mutually acceptable to Purchaser, the Equity Sellers Representative and the Escrow Agent (the “ Indemnity Escrow Agreement ”) and this Agreement;

     (ii) $2,000,000 shall be paid to the Escrow Agent to be deposited in an account (the “ Adjustment Escrow Account ”) and held and disbursed in accordance with the a joint instruction escrow agreement, the form of which shall be mutually acceptable to Purchaser, Theodore W. Swaldo (on behalf of Linda Swaldo) and the Escrow Agent (the “ Adjustment Escrow Agreement ”) and this Agreement;

     (iii) to each Common Stock Seller, an amount equal to the amount specified in Section 2.1 ( less , with respect to payments made to Linda Swaldo and William T. Blackerby, Jr., the Indemnity Escrow Amount and their Pro Rata Share of the Adjustment Escrow Amount); and

     (iv) to the Company on behalf of and for payment to the Option Holders, the Option Cancellation Amount ( less the Option Holder’s Pro Rata Share of the Adjusted Escrow Amount).

          (b) At the Closing, Purchaser shall or shall provide the Company with sufficient funds and cause the Company to, by wire transfer of immediately available funds, pay the Closing Date Indebtedness to the lenders of the Company and the Subsidiaries (other than any Indebtedness of the Company pursuant to capital leases to which the Company or its Subsidiaries is a Party) to such account or accounts as such lenders shall direct in their respective debt payoff letters.

          (c) At the Closing, Purchaser shall or shall provide the Company with sufficient funds and cause the Company to, by wire transfer of immediately available funds, pay the Transaction Expenses due at Closing, as the Seller Representative shall direct.

          (d) At the Closing, Purchaser shall or shall provide the Company with sufficient funds and cause the Company to, by wire transfer of immediately available funds, pay the Preferred Stock Redemption Amount to ACAS in redemption of the Preferred Stock.

          (e) At the Closing, Purchaser shall or shall provide the Company with sufficient funds and cause the Company to, by wire transfer of immediately available funds, pay the ACAS Warrant Amount to ACAS as consideration for the cancellation of the Warrants.

     3.2 Purchase Price Adjustment .

          (a) Not less than three (3) Business Days prior to the Closing Date, the Equity Sellers Representative shall cause the Company to deliver to Purchaser a statement (the “ Estimated Closing Statement ”) certified by the Company’s chief financial officer setting forth in reasonable detail (i) the Company’s estimated Net Working Capital as of the time of the Closing (“ Estimated Net Working Capital ”) and the calculation thereof, (ii) the Company’s estimated Cash as of the Closing (“ Estimated Cash ”) and the calculation thereof, (iii) the Company’s estimated Closing Date Indebtedness Amount (“ Estimated Debt Amount ”) and the calculation thereof and (iv) the Company’s estimate of the CapEx Adjustment Amount (the “ Estimated CapEx Adjustment Amount ”) and a reasonably detailed calculation thereof. If Target Net Working Capital exceeds Estimated Net Working Capital by more than $1,500,000, then the amount of such excess above $1,500,000 shall be deducted from clause (a) in the definition of “Aggregate Equity Value” as provided therein. If Estimated Net Working Capital exceeds Target Net Working Capital by more than $1,500,000, then the amount of such excess above $1,500,000 shall be added to clause (a) in the definition of “Aggregate Equity Value” as provided therein. Such deduction or addition is sometimes referred to herein as the “ Estimated Working Capital Adjustment .” The Estimated Cash, Estimated Debt Amount and Estimated CapEx Adjustment Amount will be used for the purposes of calculating the “Aggregate Equity Value” at Closing and in the event that actual Cash, Closing Date Indebtedness Amount or actual CapEx Adjustment Amount is greater than or less than the Estimated Cash, the Estimated Debt Amount, or the Estimated CapEx Amount respectively, the Aggregate Equity Value will be subject to adjustment in accordance with Section 3.2(f) below.

          (b) As promptly as practicable, but no later than ninety (90) days after the Closing Date, Purchaser shall cause to be prepared and delivered to the Equity Sellers Representative a closing statement (the “ Closing Statement ”) and a certificate based on such Closing Statement setting forth in reasonable detail the Purchaser’s calculation of (i) Net Working Capital (“ Closing Working Capital ”), (ii) Cash, (iii) Closing Date Indebtedness Amount and (iv) the CapEx Adjustment Amount, in each case, as of immediately prior to the time of the Closing. The preparation of the Closing Statement shall be for the sole purpose of determining differences in Closing Working Capital from Estimated Net Working Capital, and for determining Cash, Closing Date Indebtedness Amount and the CapEx Adjustment Amount as of the Closing.

          (c) If the Equity Sellers Representative disagrees with Purchaser’s calculation of Closing Working Capital, Cash, Closing Date Indebtedness Amount and/or CapEx Adjustment Amount delivered pursuant to Section 3.2(b) , the Equity Sellers Representative may, within fifteen (15) days after delivery of the Closing Statement, deliver a notice to Purchaser stating that the Equity Sellers Representative disagrees with

such calculation and specifying in reasonable detail those items or amounts as to which the Equity Sellers Representative disagrees and the basis therefor.

          (d) If a notice of disagreement shall be duly delivered pursuant to Section 3.2(c) , the Equity Sellers Representative and Purchaser shall, during the fifteen (15) days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Working Capital, Cash, Closing Date Indebtedness Amount and CapEx Adjustment Amount. If during such period, the Equity Sellers Representative and Purchaser are unable to reach such agreement, they shall promptly thereafter cause Deloitte & Touche LLP or such other mutually agreeable independent accounting firm, as the case may be (the “ Independent Accountant ”), to review this Agreement and the disputed items or amounts for the purpose of calculating Closing Working Capital, Cash, Closing Date Indebtedness Amount and CapEx Adjustment Amount (it being understood that in making such calculation, the Independent Accountant shall be functioning as an expert and not as an arbitrator). Purchaser and the Equity Sellers Representative shall cooperate with the Independent Accountant and promptly provide all documents and information requested by the Independent Accountant. In making such calculation, the Independent Accountant shall consider only those items or amounts in the Closing Statement and Purchaser’s calculation of Closing Working Capital, Cash, Closing Date Indebtedness Amount and CapEx Adjustment Amount as to which the Equity Sellers Representative has disagreed in its notice of disagreement duly delivered pursuant to Section 3.2(c) and may not assign a value greater then the greatest positive or negative adjustment requested by a party and in no event shall Final Working Capital be less than the Purchaser’s calculation of Closing Working Capital delivered pursuant to Section 3.2(b) or more than Equity Sellers Representative’s calculation of Closing Working Capital delivered pursuant to Section 3.2(c) . The Independent Accountant shall deliver to the Equity Sellers Representative and Purchaser, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountant), a report setting forth such calculation. Such report shall be final and binding upon the Equity Sellers and Purchaser, shall be deemed a final arbitration award that is binding on Purchaser and the Equity Sellers, and neither Purchaser nor the Equity Sellers shall seek further recourse to courts or other tribunals, other than to enforce such report. Judgment may be entered to enforce such report in any court of competent jurisdiction. The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of the Equity Sellers’ position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by the Equity Sellers.

          (e) The Equity Sellers, Purchaser and the Company shall, and shall cause their respective representatives to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Working Capital, Cash, Closing Date Indebtedness Amount and CapEx Adjustment Amount and in the conduct of the review

referred to in this Section 3.2 , including the making available to the extent necessary of books, records, work papers and personnel.

          (f) Payments of Adjustment Amounts .

     (i) If Final Working Capital exceeds the Target Net Working Capital by more than $1,500,000, Purchaser shall pay to the Equity Sellers, in the manner and with interest as provided in Section 3.2(g) , the amount of such excess above $1,500,000, net of the Estimated Working Capital Adjustment, if any, added to or subtracted from Aggregate Equity Value (with an additive Estimated Working Capital Adjustment to be subtracted from the amount payable by Purchaser hereunder and a subtracting Estimated Working Capital Adjustment to be added to the amount payable by Purchaser hereunder). If, upon netting such excess against the Estimated Working Capital Adjustment, the result is a negative number, the absolute value of the amount thereof shall be paid by the Equity Sellers to the Purchaser.

     (ii) If the Target Net Working Capital exceeds Final Working Capital by more than $1,500,000, the Equity Sellers shall pay to Purchaser, in the manner and with interest as provided in Section 3.2(g) , the amount of such excess above $1,500,000, net of the Estimated Working Capital Adjustment, if any, added to or subtracted from Aggregate Equity Value (with a subtracting Estimated Working Capital Adjustment to be subtracted from the amount payable by Equity Sellers hereunder and an additive Estimated Working Capital Adjustment to be added to the amount payable by Equity Sellers). If, upon netting such excess against the Estimated Working Capital Adjustment, the result is a negative number, the absolute value of the amount thereof shall be paid by the Purchaser to the Equity Sellers.

     (iii) In the event that the difference between Final Working Capital and Target Working Capital is less than $1,500,000, the amount of Estimated Working Capital Adjustment, if any, shall be paid by Equity Sellers to Purchaser (if the Estimated Working Capital Adjustment was added to Aggregate Equity Value paid on the Closing Date) or by Purchaser to Equity Sellers (if the Estimated Working Capital Adjustment was subtracted from Aggregate Equity Value paid on the Closing Date).

     (iv) In the event that the Net Debt Adjustment Amount is greater than zero the Equity Sellers shall pay to the Purchaser such amount, in the manner and with interest as provided in Section 3.2(g) . In the event that the Net Debt Adjustment Amount is less than zero, the Purchaser shall pay to the Equity Sellers the absolute value of such amount, in the manner and with interest as provided in Section 3.2(g) . As used herein the “Net Debt Adjustment Amount” shall mean an amount equal to (u) the Final CapEx Adjustment Amount minus (v) the Estimated CapEx Adjustment Amount plus (w) the Final Closing Date Indebtedness Amount minus (x) the Estimated Closing Date Indebtedness Amount minus (y) the Estimated Cash plus (z) Final Cash.

     (v) “ Final Working Capital ,” “ Final Cash ,” “ Final Closing Date Indebtedness Amount ” and “ Final CapEx Adjustment Amount ” mean respectively, Closing Working Capital, Cash, Closing Date Indebtedness Amount and CapEx Adjustment Amount (i) as shown in Purchaser’s calculation delivered pursuant to Section 3.2(b) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.2(c) ; or (ii) if such a notice of disagreement is delivered, (A) as agreed by the Equity Sellers Representative and Purchaser pursuant to Section 3.2(d) or (B) in the absence of such agreement, as shown in the Independent Accountant’s calculation delivered pursuant to Section 3.2(d) .

          (g) Any payment pursuant to Section 3.2(f) shall be made within five (5) Business Days after all of Final Working Capital, Final Cash, Final Closing Date Indebtedness Amount and Final CapEx Adjustment Amount have been determined by wire transfer of immediately available funds. Any payment by Purchaser to the Equity Sellers shall be made to the Equity Sellers Representative, on behalf of the Equity Sellers, and shall thereafter be distributed by the Equity Sellers Representative to the Equity Sellers in accordance with their respective Pro Rata Shares. Any payment required to be made by the Equity Sellers to Purchaser pursuant to Section 3.2(f) shall be funded first from the Adjustment Escrow Amount. In the event that the amount of such payment exceeds the Adjustment Escrow Amount plus any interest earned thereon, the Equity Sellers Representative shall pay such excess amount to Purchaser on behalf of the Equity Sellers. Each Equity Seller shall be obligated to reimburse the Equity Sellers Representative for its Pro Rata Share of such payment. The amount of any payment to be made pursuant to Section 3.2(f) shall bear interest from and including the date due pursuant to this Section 3.2(g) to, but excluding, the date of payment at a rate per annum equal to eight percent (8%). Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of three hundred sixty five (365) days and the actual number of days elapsed. Upon final determination of the Final Working Capital, Final Cash, Final Closing Date Indebtedness Amount and Final CapEx Adjustment Amount, any cash remaining in the Adjustment Escrow Account following any disbursement required to be made to Purchaser shall be paid to the Equity Sellers Representative for distribution to the Equity Sellers pro rata in accordance with their respective Pro Rata Shares. The Equity Sellers Representative and Purchaser shall each execute joint instructions to the Escrow Agent to disburse the Adjustment Escrow Amount in accordance with this Section 3.2 .

ARTICLE IV

CLOSING AND TERMINATION

     4.1 Closing Date . The closing of the sale and purchase of the Shares provided for in Article II hereof (the “ Closing ”) shall take place at the offices of Weil, Gotshal & Manges LLP located at 767 Fifth Avenue, New York, New York 10153 at 10:00 a.m. (New York City time) on a date to be specified by the parties (the “ Closing Date ”), which date shall be no later than the third Business Day after the satisfaction or waiver of the conditions set forth in Article IX (other than conditions that by their nature are to be

satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), unless another time, date or place is agreed to in writing by the parties hereto.

     4.2 Termination of Agreement . This Agreement may be terminated on any date (the “ Termination Date ”) prior to the Closing as follows:

          (a) by Seller Representative and the Equity Sellers Representative, acting together, or by Purchaser on or after October 31, 2006, if the Closing shall not have occurred by the close of business on such date, provided that the terminating party is not in breach in any material respect of any of its obligations hereunder;

          (b) by mutual written consent of the Seller Representative, Equity Sellers Representative and Purchaser;

          (c) by the Seller Representative and the Equity Sellers Representative, acting together or Purchaser if there shall be in effect a final nonappealable Order of a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that, subject to the last sentence of Section 8.4(b) hereof, the parties hereto shall promptly appeal any adverse determination which is not nonappealable (and pursue such appeal with reasonable diligence); provided , however , that the right to terminate this Agreement under this Section 4.2(c) shall not be available to a party if such Order was primarily due to the failure of such party to perform any of its obligations under this Agreement;

          (d) at any time before the Closing, by notice given by Seller Representative and the Equity Sellers Representative, acting together, to Purchaser (i) in the event of a material breach of this Agreement by Purchaser if Purchaser fails to cure such breach within thirty (30) days following notification thereof by the Seller Representative and the Equity Sellers Representative or (ii) upon the satisfaction of any condition to the Sellers’ obligations under this Agreement becoming impossible or impracticable with the use of commercially reasonable efforts, if the failure of such condition to be satisfied is not caused by a breach of this Agreement by any Seller or the Company;

          (e) at any time before the Closing, by notice given by Purchaser to Seller Representative and Equity Sellers Representative (i) in the event of a material breach of this Agreement by any Seller or the Company if such breaching party fails to cure such breach within thirty (30) days following notification thereof by Purchaser or (ii) upon the satisfaction of any condition to the Purchaser’s obligations under this Agreement becoming impossible or impracticable with the use of commercially reasonable efforts, if the failure of such condition to be satisfied is not caused by a breach of this Agreement by Purchaser; or

          (f) after delivery by the Company (if it so elects) of the Updated Schedules, by notice given by Purchaser to the Seller Representative in accordance with and subject to, Section 8.11(a) hereof.

     4.3 Procedure Upon Termination . In the event of termination and abandonment by Purchaser or Seller Representative and the Equity Sellers Representative (Seller Representative and Equity Sellers Representative being considered one party), pursuant to Section 4.2 hereof, written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Shares hereunder shall be abandoned, without further action by Purchaser or the Sellers.

     4.4 Effect of Termination . In the event that this Agreement is validly terminated in accordance with Section 4.2 and 4.3 , then each of the parties shall be relieved of their duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to Purchaser, the Company or any Seller other than liability for any willful breach of this Agreement prior to the date of termination and, provided , that the obligations of the parties set forth in the Confidentiality Agreement and Article XII hereof shall survive any such termination and shall be enforceable thereunder and hereunder.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company hereby represents and warrants to Purchaser that:

     5.1 Organization and Good Standing . The Company 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, lease and operate its properties and to carry on its business as now conducted. The Company is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing, individually and in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.

     5.2 Authorization of Agreement . The Company has all requisite corporate power and authority to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by the Company in connection with the consummation of the transactions contemplated by this Agreement (the “ Company Documents ”), and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Company Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been, and each of the Company Documents will be at or prior to the Closing, duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Company Documents will, when so executed and delivered, constitute, the legal, valid and binding obligations of the Company, enforceable against it in accordance with its terms, subject to applicable

bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

     5.3 Conflicts; Consents of Third Parties .

          (a) Except as set forth on Schedule 5.3(a) , none of the execution and delivery by the Company of this Agreement or any of the Company Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Company with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of, or result in the creation of any Encumbrance on any of the Assets of the Company or its Subsidiaries pursuant to (i) the certificate of incorporation and by-laws or comparable organizational documents of the Company or any Subsidiary; (ii) any Contract or Permit to which the Company or any Subsidiary is a party or by which any of the Assets of the Company or any Subsidiary are bound; (iii) any Order of any Governmental Body applicable to the Company or any Subsidiary or by which any of the Assets of the Company or any Subsidiary are bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not, individually or in the aggregate, result in or reasonably be expected to result in a Material Adverse Effect.

          (b) Except as set forth on Schedule 5.3(b) , no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, novation by, or notification to, any Person or Governmental Body is required on the part of the Company or any Subsidiary in connection with the execution and delivery of this Agreement or the Company Documents or the compliance by the Company with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby, except for (i) compliance with the applicable requirements of the HSR Act and (ii) such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not, individually or in the aggregate, result in or reasonably be expected to result in a Material Adverse Effect.

     5.4 Capitalization .

          (a) The authorized capital stock of the Company consists solely of (i) 300,000 shares of Common Stock, of which 150,000 shares are issued and outstanding and (ii) 200,000 shares of Preferred Stock, of which 72,000 shares are issued and outstanding. All of the issued and outstanding shares of Common Stock and Preferred Stock were duly authorized for issuance and are validly issued, fully paid and non-assessable, are not subject to any preemptive rights and were not issued in violation of the Securities Act or any other applicable Laws (including state “Blue Sky” laws). Except as set forth on Schedule 5.4(a) , no shares of Common Stock, Preferred Stock or any other class of Equity Securities are reserved for issuance.

          (b) Except as set forth on Schedule 5.4(b) , (i) there is no existing option, warrant, call, right, or Contract of any character to which the Company is a party requiring, and there are no securities of the Company outstanding that are convertible into or exchangeable or exercisable for shares of Common Stock, Preferred Stock or any other Equity Securities of the Company, (ii) there are no commitments or obligations of any kind or character providing for the issuance of additional shares of Common Stock, Preferred Stock or any other Equity Securities of the Company, the sale of treasury shares, or the repurchase, redemption or other acquisition of shares of Common Stock, Preferred Stock or any other Equity Securities of the Company, or any obligations arising from canceled stock, (iii) there are no agreements or circumstances of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any of its Common Stock, Preferred Stock or any other Equity Securities of the Company and (iv) there are no voting trusts, shareholder agreements, proxies or other agreements in effect to which the Company is a party or by which it may be bound with respect to the voting or transfer of the shares of Common Stock or Preferred Stock.

     5.5 Subsidiaries .

          (a) Schedule 5.5 sets forth the name of each Subsidiary, and, with respect to each Subsidiary, the jurisdiction in which it is incorporated or organized, the jurisdictions, if any, in which it is qualified to do business, the number and type of its authorized Equity Securities, the number of each class of Equity Securities duly issued and outstanding or the registered capital of such Subsidiary (collectively, the “ Subsidiary Equity Securities ”), the current record and beneficial ownership or the amount of the registered capital contributed by the Company and its Subsidiaries of such Subsidiary Equity Securities and the identity of any other record and, to the Knowledge of the Company, beneficial holder or contributor of registered capital of Subsidiary Equity Securities. The Subsidiary Equity Securities described in Schedule 5.5 constitute all the issued and outstanding Equity Securities of the respective Subsidiaries. Each Subsidiary is a duly organized and validly existing corporation or other entity in good standing under the laws of the jurisdiction of its incorporation or organization and is duly qualified or authorized to do business as a foreign corporation or entity and is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing, individually and in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each Subsidiary has all requisite corporate or entity power and authority to own, lease and operate its properties and carry on its business as now conducted.

          (b) The Subsidiary Equity Securities are duly authorized and validly issued, fully paid and non-assessable, are not subject to any pre-emptive rights and were not issued in violation of the Securities Act or any other applicable Laws (including state “Blue Sky” laws), and all such shares or other equity interests represented as being owned by Company or a Subsidiary are owned by it free and clear of any and all Liens except as set forth on Schedule 5.5 . There is no existing option, warrant, call, right or Contract to which the Company or any Subsidiary is a party requiring, and there are no convertible securities of any Subsidiary outstanding which upon conversion would

require, the issuance of any shares of Subsidiary Equity Securities, the sale of treasury shares, or the repurchase, redemption or other acquisition of any Subsidiary Equity Securities, or any obligations arising from cancelled stock. Except as set forth in Schedule 5.5 , there are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of the Subsidiary Equity Securities held by the Company or any of its Subsidiaries or to the Knowledge of the Company, the Subsidiary Equity Securities held by any other Person. Except for the Subsidiary Equity Securities described in Schedule 5.5 , neither the Company nor any of its Subsidiaries owns of record or beneficially any Equity Securities of any Person or any right (contingent or otherwise) to acquire the same.

     5.6 Financial Statements .

          (a) The Company has made available to Purchaser true, correct and complete copies of (i) the audited consolidated balance sheets of the Company and the Subsidiaries as at December 31, 2002, 2003 and 2004 and the related audited consolidated statements of income and of cash flows of the Company and the Subsidiaries for the years then ended (the “ Audited Financial Statements ”) and (ii) the unaudited consolidated balance sheet of the Company and the Subsidiaries as at September 30, 2005 and the related consolidated statements of income and cash flows of the Company and the Subsidiaries for the nine-month period then ended (the “ Unaudited Financial Statements ” and together with the Audited Financial Statements, including the related notes and schedules thereto, the “ Financial Statements ”). Except as set forth in the notes thereto, each of the Financial Statements has been prepared in accordance with GAAP consistently applied using the Agreed Principles (other than (i) the absence of footnotes and other presentation items in the case of the Unaudited Financial Statements and (ii) normal year-end adjustments none of which are material individually or in the aggregate) and presents fairly in all material respects the consolidated financial position, results of operations and cash flows of the Company and the Subsidiaries as at the dates and for the periods indicated therein.

     For the purposes hereof, the unaudited consolidated balance sheet of the Company and the Subsidiaries as at September 30, 2005 is referred to as the “ Balance Sheet ” and September 30, 2005 is referred to as the “ Balance Sheet Date .”

     5.7 No Undisclosed Liabilities . Neither the Company nor any Subsidiary has any Liabilities of any kind that would have been required to be accrued, reflected in, reserved against or otherwise described on a balance sheet or in the notes thereto prepared in accordance with GAAP applied on a basis consistent with the Balance Sheet and were not so accrued, reflected, reserved against or described, other than (a) Liabilities incurred in the Ordinary Course of Business after the Balance Sheet Date, (b) Liabilities incurred in connection with the transactions contemplated hereby, (c) Liabilities reflected and reserved against on the Balance Sheet or disclosed on Schedule 5.7 and (d) Liabilities that individually or in the aggregate have not had, or would not reasonably be expected to have, a Material Adverse Effect.

     5.8 Absence of Certain Developments . Except as expressly contemplated by this Agreement or set forth on Schedule 5.8 , since the Balance Sheet Date (a) the Company and the Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and have used their respective commercially reasonable efforts to preserve the business intact and (b) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, since the Balance Sheet Date:

     (i) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Assets of the Company or any Subsidiary having a replacement cost of more than $50,000 for any single loss or $250,000 for all such losses;

     (ii) except in the Ordinary Course of Business pursuant to the terms of existing Company Benefit Plans described on Schedule 5.14(a) or as required by Law, neither the Company nor any Subsidiary has (1) awarded, paid, made, accrued, contingently or otherwise, or granted, any bonus, incentive compensation, service award or other similar benefit to Personnel, (2) entered into any employment, deferred compensation, severance or similar agreement or agreed to increase the compensation payable or to become payable by it to any of the Company’s or any Subsidiary’s current or former directors, officers or employees, or (3) agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan made to, for or with such directors, officers or employees;

     (iii) except in the ordinary course of business, neither the Company nor any Subsidiary has made or rescinded any election relating to Taxes, or settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or except as required by applicable law, made any change to any of its methods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy, or filed any amended Tax Returns or consented to any extension or waiver of the limitation period applicable to any claim or assessment relating to Taxes;

     (iv) neither the Company nor any Subsidiary has acquired any Assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any Assets of the Company or any Subsidiary, except, for Assets acquired, sold, assigned, transferred, conveyed, leased or otherwise disposed of in the Ordinary Course of Business;

     (v) neither the Company nor any Subsidiary has discharged or satisfied any Lien, or paid any Liability, except in the Ordinary Course of Business;

     (vi) neither the Company nor any Subsidiary has canceled or compromised any debt or claim or amended, canceled, terminated, relinquished, waived or released any Contract or right except in the Ordinary Course of Business and which, in the aggregate, would not be material to the Company and the Subsidiaries taken as a whole;

     (vii) neither the Company nor any Subsidiary has made or committed to make any capital expenditures or capital additions or betterments in excess of $100,000 individually or $250,000 in the aggregate;

     (viii) neither Company nor any Subsidiary has issued, created, incurred, assumed, guaranteed, endorsed or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness (other than the advancement of expenses to Personnel of the Company or any of its Subsidiaries in the Ordinary Course of Business);

     (ix) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property except in the Ordinary Course of Business;

     (x) neither the Company nor any Subsidiary has amended or modified the Company Benefit Plans, other than (i) amendments or modifications to such plans made in the Ordinary Course of Business pursuant to the terms of such plans or as required by Law or (ii) the extension of coverage to Personnel of the Company or any of its Subsidiaries who became eligible after the Balance Sheet Date;

     (xi) neither the Company nor any Subsidiary has revalued any of their respective Assets, including writing off notes or accounts receivable or revaluing inventory;

     (xii) neither the Company nor any Subsidiary has declared, set aside for payment or paid any dividends or distributions (other than cash) in respect of any Equity Securities of the Company or any of its Subsidiaries, or redeemed, purchased or otherwise acquired any of the Company’s or any of the Subsidiary Equity Securities;

     (xiii) neither the Company nor any Subsidiary has issued or reserved for issuance, or committed (including any stock option or other stock incentive award) to issue or reserve for issuance, any Equity Securities of the Company or any of its Subsidiaries;

     (xiv) neither the Company nor any Subsidiary has materially and adversely modified or terminated any material policy of insurance, any Material Contract or any Contract that would be a Material Contract if in existence on the date hereof;

     (xv) neither the Company nor any Subsidiary has created, incurred or otherwise suffered any Lien on any Asset of the Company or any of its Subsidiaries, other than Permitted Exceptions;

     (xvi) neither the Company nor any Subsidiary has instituted or settled any Legal Proceeding involving a claim or claims in excess of $50,000 in the aggregate; and

     (xvii) none of the Sellers or the Company has agreed, committed, arranged or entered into any understanding to do anything set forth in this Section 5.8 .

     5.9 Taxes . Except as set forth on Schedule 5.9 :

          (a) Each of the Company and the Subsidiaries (each a “ Taxpayer ,” together the “ Taxpayers ”) has timely filed with the appropriate Taxing Authority (or there has been filed on its behalf) all income, franchise and other material federal, state and foreign Tax Returns and reports required to be filed by it with the appropriate Taxing Authority and all such Tax Returns are true, correct and complete in all material respects.

          (b) The unpaid Taxes of the Taxpayers attributable to the Pre-Closing Tax Period will not, as of the Closing Date, exceed the reserve for Tax liability (other than a reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Closing Statement and taken into account in determining Closing Working Capital.

          (c) Each Taxpayer has in all material respects (i) withheld from any employee, customer, independent contractor, creditor, shareholder and any other applicable payee the required amounts for all taxable periods in compliance with all Tax withholding provisions of applicable federal, state, local, or foreign laws; (ii) has remitted or will remit on a timely basis, such amounts to the appropriate Taxing Authority; and (iii) has furnished properly completed sales and use tax exemption certificates for all exempt transactions.

          (d) None of the Taxpayers has waived any statute of limitations for the assessment of any Tax or agreed to a Tax assessment or deficiency for any taxable period that (after giving effect to such extension or waiver) has not expired, nor is any request to so waive or extend outstanding.

          (e) None of the Taxpayers is a party to any Tax sharing, Tax indemnity or Tax allocation agreement or other similar arrangement pursuant to which it will have any obligation to make payments after the Closing Date.

          (f) No federal, state, local or foreign audits or other administrative or judicial Tax proceedings by the IRS or by any state or foreign Taxing Authority are pending with respect to Taxes or Tax Returns of any of the Taxpayers and, to the knowledge of the Taxpayers, no such audits are threatened. There are no matters under discussion with any Taxing Authority or any matters known to the Taxpayers with

respect to Taxes that would reasonably be expected to result in any additional liability with respect to any Taxpayer.

          (g) There are no Liens for Taxes upon any property or Assets of any of the Taxpayers, except for Liens for Taxes in the definition of Permitted Exceptions.

          (h) None of the Taxpayers has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (A) in the two years prior to the date of this Agreement or (B) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement.

          (i) No power of attorney has been granted that is currently in force by or with respect to any Taxpayer with respect to any matter relating to Taxes.

          (j) No claim has been made in the last 5 years by any Taxing authority in a jurisdiction where any of the Taxpayers do not file Tax Returns that any Taxpayer is subject to taxation in that jurisdiction.

          (k) No Taxpayer (i) has consented at any time under former Section 341(f)(1) of the Code to have the provisions of former Section 341(f)(2) of the Code apply to any disposition of any assets; (ii) made an election, or is required to treat any asset as owned by another person pursuant to the provisions of former Section 168(f) of the Code or as a tax-exempt bond financed property or tax-exempt use property within the meaning of Section 168 of the Code; and (iii) has acquired or owns any assets that directly or indirectly secure any debt the interest of which is tax exempt under Section 103(a) of the Code.

          (l) None of the Taxpayers has participated in or cooperated with an international boycott.

          (m) No payment or other benefit that has been or may be made to any current or former employee or independent contractor of any Taxpayer under any Company Benefit Plan may be characterized as an “excess parachute payment” or, individually or collectively, would give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code. No Company Benefit Plan provides to any “service provider” (within the meaning of Section 409A of the Code) any compensation or benefits which could subject such service provider to gross income inclusion or tax pursuant to Section 409A(a)(1) of the Code.

          (n) None of the Taxpayers has been a member of any “affiliated group” of corporations within the meaning of Section 1504 of the Code or any group that has filed a combined, consolidated or unitary state or local return (other than as a member of an affiliate group of which the parent is the Company (such affiliated group, the “ Group ”)). None of the Taxpayers has any liability for the Taxes of any other person under Treasury Regulations Section 1.1502-6 or Section 1.1502-78 (or any similar

provision of state, local, or foreign law), as a transferee or successor, by contract or otherwise (other than for Taxes of other members of the Group).

          (o) None of the Taxpayer is or has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

          (p) None of the Taxpayers, or any other member of any tax reporting group of which any Taxpayer is a member shall be required to include in a taxable period beginning after the Closing Date (a “ Post-Closing Tax Period ”) taxable income attributable to income of any Taxpayer that accrued in a Pre-Closing Tax Period but was not recognized in any Pre-Closing Tax Period including without limitation, by reason of (i) the installment method of accounting, (ii) the long-term contract method of accounting, (iii) a “closing agreement” described in Section 7121 of the Code (or any provision of any foreign, state or local Tax law having similar effect), or (iv) Section 481 of the Code (or any provision of any foreign, state or local Tax law having similar effect), or (v) earnings and profits of any Taxpayer being recharacterized as “Subpart F income” (as defined under the provisions of Section 952 of the Code) under the provisions of Section 952(c)(2) of the Code. The Company will not be required to include in taxable income under Section 951 of the Code for any taxable period (or portion thereof) ending after the Closing Date any amount of income arising from transactions or events occurring in a taxable period (or portion thereof) ending on or prior to the Closing Date.

          (q) None of the Taxpayers that are organized under the laws of any country other than the United States (i) has an investment in US property within the meaning of Section 956 of the Code; (ii) is engaged in a US trade or business for US federal income Tax purposes or (iii) is a passive foreign investment company within the meaning of the Code.

          (r) None of the Taxpayers has had a permanent establishment in any country other than in its country of incorporation as defined in any applicable tax treaty or convention between the country of incorporation and such foreign country.

          (s) There are no Advance Pricing Agreements between any of the Taxpayers and the Internal Revenue Service or any other Taxing Authority in effect at the Closing Date.

          (t) None of the Taxpayers is required to make any disclosure to the IRS with respect to (i) a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b) or (ii) any “confidential corporate tax shelter” within the meaning of Section 6111 of the Code and the Treasury Regulations promulgated thereunder. Each Taxpayer has disclosed on their US federal income Tax Returns all positions taken therein that could give rise to a substantial understatement of US federal income Tax within the meaning of Section 6662 of the Code.

     5.10 Real Property .

          (a) Schedule 5.10(a) sets forth a complete list of (i) all real property and interests in real property, including improvements thereon and easements appurtenant thereto owned in fee by the Company and the Subsidiaries (individually, an “ Owned Property ” and collectively, the “ Owned Properties ”), (ii) all real property and interests in real property leased by the Company or the Subsidiaries (individually, a “ Real Property Lease ” and collectively, the “ Real Property Leases ” and, together with the Owned Properties, being referred to herein individually as a “ Company Property ” and collectively as the “ Company Properties ”) as lessee or lessor, including a description of each such Real Property Lease (including the name of the third party lessor or lessee and the date of the lease or sublease and all amendments thereto). The Company and the Subsidiaries have (i) good fee title to all Owned Property and (ii) a valid leasehold interest in, and enjoys peaceful and undisturbed possession (consistent with historical use and pursuant to the terms of the applicable lease) of, all Company Properties subject to Real Property Leases, in each case free and clear of all Liens of any nature whatsoever, except (A) those Liens set forth on Schedule 5.10(a) and (B) Permitted Exceptions. The Company Properties constitute all interests in real property currently used, occupied or currently held for use in connection with the business of the Company and the Subsidiaries and which are necessary for the continued operation of the business of the Company and the Subsidiaries as the business is currently conducted. All of the Company Properties and buildings, fixtures and Improvements thereon are, to the Knowledge of the Company, (i) in good operating condition, (ii) are free from material structural defects, and (iii) are suitable, sufficient and appropriate in all respects for their current and contemplated uses. The Company has delivered to Purchaser true, correct and complete copies of (i) all deeds, title reports and surveys for the Owned Properties and (ii) the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. The Company Properties are not subject to any leases, rights, options, subleases, licenses, occupancy agreements, concessions or other agreements or arrangements, written or oral, granting to any Person the right to purchase, or the right to use or occupy any such Company Property, except the Real Property Leases.

          (b) Each of the Real Property Leases is in full force and effect. Neither the Company nor any Subsidiary is (and, to the Knowledge of the Company, no other Person is) in default under any Real Property Lease, and no breach by the Company (or, to the Knowledge of the Company, any other Person) has occurred under any Real Property Lease which, if not remedied, would (whether with or without notice or the passage of time or both) result in such a default.

          (c) The Company and the Subsidiaries have all certificates of occupancy and material Permits of any Governmental Body necessary or useful for the current use and operation of each Company Property, and any agreement, easement or other right from any other Person, necessary to permit the lawful use and operation of the Improvements and the Company Property or any driveways, roads and other means of egress and ingress to and from any Company Property and each such Permit, agreement, easement or other right is in full force and effect, and there is no pending or, to the

Knowledge of the Company, threatened proceeding which could result in the material and adverse modification or cancellation thereof. No default or violation, or event that with the lapse of time or giving of notice or both would become a default or violation, has occurred in the due observance of any Permit. No Improvement, or the operation or maintenance thereof, violates any restrictive covenant, or encroaches on any property owned or leased by any other Person, which has had or would reasonably be expected to have a Material Adverse Effect.

          (d) Neither the Company nor any Subsidiary owns, holds, is obligated under or is a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real estate or any portion thereof or interest therein.

          (e) Subject to market limitations and the other events affecting the geographical area in which any Company Property is located, the Company Property and the Improvements are sufficiently supplied in all material respects with utilities and other services as reasonably necessary for the operation of such Company Property and Improvements as currently operated including adequate water, storm and sanitary sewer, gas, electric, cable and telephone facilities.

          (f) Neither the Company nor any of its Subsidi