STOCK PURCHASE AGREEMENT

Exhibit 10.2

STOCK PURCHASE AGREEMENT

BY AND AMONG

AIR PRODUCTS AND CHEMICALS, INC.
(a Delaware corporation),

TOMAH HOLDINGS, INC.
(a Delaware corporation),

AND

THE STOCKHOLDERS OF TOMAH HOLDINGS, INC.

Dated March 20, 2006

STOCK PURCHASE AGREEMENT

          This STOCK PURCHASE AGREEMENT is made as of 20 March, 2006, by and among Air Products and Chemicals, Inc., a Delaware corporation (“Buyer”), Tomah Holdings, Inc., a Delaware corporation (“Company”), and the common stockholders and option holders of the Company set forth on the signature page of this Agreement (individually, a “Stockholder” and collectively, the “Stockholders”). Certain other terms are used herein as defined below in Section 1 or elsewhere in this Agreement.

Background

     As of the Closing, the Stockholders shall own all of the outstanding equity securities of the Company, which owns all of the outstanding equity securities of each other Company Group Member. This Agreement sets forth the terms and conditions under which Buyer will purchase from the Stockholders all of the equity securities of the Company outstanding as of the Closing Date.

Witnesseth

     NOW, THEREFORE, the Parties, intending to be legally bound hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual covenants contained herein, hereby agree as follows:

1. Definitions .

     For convenience, certain terms used in more than one part of this Agreement are listed in alphabetical order and defined below (such terms as well as any other terms defined elsewhere in this Agreement shall be equally applicable to both the singular and plural forms of the terms defined).

     “Accounts Receivable” means, as of any date, any trade accounts receivable and trade notes receivable of the Business of the Company Group Members, as indicated by the context in which used.

     “Action” is defined in Section 10.6 .

     “Adjustment Amount” is defined in Section 2.4 .

     “Affiliates” means, with respect to a particular Person, (i) if an individual, each other member of such individual’s Family, any Person that is directly or indirectly controlled by any one or more members of such individual’s Family, any Person in which members of such individual’s Family hold (individually or in the aggregate) a Material Interest, and any Person with respect to which one or more members of such individual’s Family serves as a director, officer, partner, executor or trustee (or in a similar capacity); or (ii) if other than an individual, Persons or entities controlling, controlled by or under common control with that Person.. For purposes of this definition, (a) “control” (including “controlling,” “controlled by,” and “under common control with”) means the

possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and shall be construed as such term is used in the rules promulgated under the Securities Act; (b) the “Family” of an individual includes (i) the individual, (ii) the individual’s spouse, (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree and (iv) any other natural person who resides with such individual; and (c) “Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of voting securities or other voting interests representing at least ten percent (10%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least ten percent (10%) of the outstanding equity securities or equity interests in a Person.

     “Agreement” means this Agreement and the Exhibits and Disclosure Schedules hereto.

     “Applicable Representations” is defined in Section 10.4(i) .

     “Assets” means all of the assets, properties, goodwill and rights of every kind and description, real, personal, tangible and intangible, wherever situated and whether or not reflected in the most recent Financial Statements, which are owned or possessed by any Company Group Member.

     “Balance Sheet” is defined in Section 4.5 .

     “Balance Sheet Date” is defined in Section 4.5 .

     “Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA, and any other pension, profit sharing, bonus, deferred compensation, incentive compensation, stock option, welfare benefit, severance, vacation, holiday, sick day, salary continuation, death benefit, medical, dental or other employee fringe benefit, compensation or benefit plan, program agreement or arrangement or payroll practice provided, contributed to or entered for the benefit of employees.

     “Bonus Plan Payments” is defined in Section 2.3(a) .

     “Building Purchase Agreement” means the agreement between *** and Company or one of the Existing Subsidiaries pursuant to which Company or one of the Existing Subsidiaries will purchase the land and building located at 337 Vincent Street in the City of Milton, State of Wisconsin, to be executed in connection with the Closing, substantially in the form attached hereto as Exhibit A .

     “Business” means the entire business, operations and facilities of the Company Group Members, and all related support services conducted by the Company Group Members.

     “Business Day” means any day, other than a Saturday or Sunday or a day on which the banking institutions of the State of New York are authorized or obligated by law or executive order to close.

     “Buyer” is defined above in the preamble.

     “Buyer’s Accountants” is defined in Section 2.5(a) .

     “Cash Purchase Price” is defined in Section 2.3(a) .

     “Charter Documents” means an entity’s certificate or articles of incorporation, certificate defining the rights and preferences of securities, articles of organization, by-laws, general or limited partnership agreement, certificate of limited partnership, operating agreement, joint venture agreement or similar document governing the entity.

     “Claim” is defined in Section 10.3 .

     “Claim Notice” is defined in Section 10.4(a) .

     “Claim Response” is defined in Section 10.4(a) .

     “Closing” is defined in Section 3.1 .

     “Closing Certificates” means the certificates to be delivered by the Seller Parties at the Closing under Section 3.2 .

     “Closing Date” is defined in Section 3.1 .

     “Closing Date Balance Sheet” is defined in Section 2.5(a) .

     “Closing Date Net Working Capital” is defined in Section 2.5(a) .

     “Closing Payment” is defined in Section 2.3(b)(i) .

     “Closing Shares” is defined in Section 4.4(c) .

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

     “Company Group Member” means the Company and each of the Existing Subsidiaries.

     “Company Software” is defined in Section 4.18(g)(ii) .

     “Component” means any software, Software Product, Company Software, Licensed Software, Hardware, Database or Embedded Control.

     “Company Benefit Plans” is defined in Section 4.20(a) .

     “Company Employee Bonus Plans” means the Company’s Business Incentive Program (BIP), Marketing Incentive Plan (MIP) and Senior Management Incentive Plan (SMIP).

     “Confidential Information” means any confidential technical or business information of any Company Group Member relating to the Business, including Trade Secrets, personnel information, know-how and other technical information, advertising and marketing plans or systems, distribution and sales methods or systems, sales and profit figures, customer and client lists, customer, client and supplier information and any relationships with dealers, distributors, wholesalers, customers, clients, suppliers and any other Persons who have, or have had, business dealings with the Business.

     “Consulting Agreements” means those agreements between Buyer and each of *** to be executed in connection with the Closing, substantially in the form attached hereto as Exhibits B-1 and B-2 , pursuant to which such persons will provide consulting services to Buyer.

     “Contract” means any written or oral contract, agreement, lease, instrument, or other document or commitment, arrangement, undertaking, practice or authorization that is binding on any Person or its property under any applicable Law.

     “Copyrights” means all copyrights in both published and unpublished works and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof.

     “Court Order” means any judgment, decree, injunction, order or ruling of any federal, state, local or foreign court, regulatory body or other Governmental Entity that is binding on any Person or its property under applicable Law.

     “Customary Qualifications,” when used with respect to the enforceability of a Contract (including, where appropriate, a Transaction Document), means that the enforceability of the Contact in question is limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or (ii) the application of general equitable principles (regardless of whether such enforce ability is considered in a proceeding in equity or at law).

     “Damages” is defined in Section 10.1 .

     “Database” means all data and other information recorded, stored, transmitted and retrieved in electronic form by a System, whether located on any System or archived in storage media of a type employed or used in conjunction with any System.

     “Deductible Amount” is defined in Section 10.4(f) .

     “Default” means (a) a breach, default or violation, (b) the occurrence of an event that with or without the passage of time or the giving of notice, or both, would constitute a breach, default or violation or cause an Encumbrance to arise, or (c) with respect to any Contract, the occurrence of an event that with or without the passage of time or the giving

of notice, or both, would give rise to a right of termination, renegotiation or acceleration or a right to receive damages or a payment of penalties.

     “Derivative” means the Interest Rate Swap between Tomah Products, Inc. and Tomah Reserve, Inc and M&I Marshall and Ilsley Bank dated March 8, 2004, with the original principal of $8,750,000, bank reference 87T.

     “Disclosure Schedule” means any of the Schedules hereto containing information relating to the Company Group Members pursuant to Section 4 and other sections and provisions hereof that have been provided to Buyer on the date hereof.

     “Dispute Notice” is defined in Section 2.5(b) .

     “Dispute Resolution Procedure” is defined in Section 2.5(b) .

     “Embedded Control” means any microprocessor, microcontroller, smart instrumentation or other sensor, driver, monitor, robotic or other device containing a semiconductor, memory circuit, BIOS, PROM or other microchip.

     “Employees” is defined in Section 4.19 .

     “Effective Time” means 11:59 p.m. local time on the Closing Date.

     “Encumbrances” means any lien, mortgage, security interest, pledge, restriction on transferability, option, right of first refusal, encroachment, easement, defect of title or other claim, charge or encumbrance of any nature whatsoever on any property or property interest, including any restriction on the use, voting, transfer, receipt of income or exercise of any attributes of ownership.

     ““Environment” shall mean soil, land surface or subsurface strata, surface waters (including navigable waters and ocean waters), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life and any other environmental medium or natural resource.

     “Environmental Law” means any Law that requires or relates to (a) advising appropriate authorities, employees or the public of intended or actual Releases of pollutants or hazardous substances or materials, violations of discharge limits or other prohibitions and the commencement of activities, such as resource extraction or construction, that could have significant impact on the Environment; (b) preventing or reducing to legally permitted levels the Release of pollutants or hazardous substances or materials into the Environment; (c) reducing the quantities, preventing the Release or minimizing the hazardous characteristics of wastes that are generated; (d) protecting resources, species or ecological amenities; (e) transportation of Hazardous Substances; (f) cleaning up pollutants that have been Released, preventing the threat of Release or paying the costs of such clean up or prevention; or (g) making responsible parties pay private parties, or groups of them, for damages done to their health or the Environment or permitting self-appointed representatives of the public interest to recover for injuries

done to public assets, in each case for injuries or damages arising out of a Release of or exposure to a Hazardous Substance or pollutant.

     “Environmental Liabilities” means any cost, damages, expense, liability, obligation or other responsibility arising from or under any Environmental Law, including those consisting of or relating to (a) any environmental matter or condition (including on-site or off-site contamination); (b) any fine, penalty, judgment, award, settlement, legal or administrative proceeding, damages, loss, claim, demand or response, remedial or inspection cost or expense arising under any Environmental Law; (c) financial responsibility under any Environmental Law for cleanup costs or corrective action, including any cleanup, removal, containment or other remediation or response actions (“Cleanup”) required by any Environmental Law (whether or not such Cleanup has been required or requested by any Governmental Entity or any other Person) and for any natural resource damages; or (d) any other compliance, corrective or remedial measure required under any Environmental Law. As used herein, the terms “removal,” “remedial” and “response action” include the types of activities covered by the United States Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”).

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

     “ERISA Affiliate” means any person or entity that is a member of a controlled group, affiliated service group or is under common control with any Company Group Member within the meaning of Code Sections 414(b) , (c) , (m) or (o) .

     “Escrow Agent” means JP Morgan Chase Bank.

     “Escrow Agreement” means the Escrow Agreement among Buyer, the Stockholders’ Representative and the Escrow Agent in the form attached hereto as Exhibit C .

     “Escrow Funds” is defined in Section 2.4(b)(ii) .

     “Estimated Closing Date Balance Sheet” is defined in Section 2.4 .

     “Estimated Net Working Capital” is defined in Section 2.4 .

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “Executive Loan” means that certain loan by the Company to *** represented by a certain Promissory Note dated July 1, 2005, in the original principal amount of ***.

     “Exempt Employees” means those Employees employed in positions classified as “exempt” under the Fair Labor Standards Act of 1938, as amended.

     “Existing Subsidiaries” means Tomah Products, Inc. (a Wisconsin corporation), Tomah Reserve, Inc. (a Delaware corporation), and Tomah Products Properties LLC (a Wisconsin limited liability company).

     “Facility” means (a) any building, structure, installation, equipment, pipe or pipeline (including any pipe into a sewer or publicly owned treatment works), well, pit, pond, lagoon, impoundment, ditch, landfill, storage, container, motor vehicle, rolling stock, or aircraft, or (b) any site or area where a hazardous substance has been deposited, stored, disposed of, or place, or otherwise come to be located; but does not include any consumer product in consumer use or any vessel.

     “Financial Statements” is defined in Section 4.5 .

     “GAAP” means U.S. generally accepted accounting principles.

     “Good Standing” means good standing under the laws of the applicable jurisdiction, except that with respect to the State of Wisconsin which does not recognize the concept of good standing, good standing means that the entity in question is in active status under the laws of the State of Wisconsin.

     “Governmental Entity” means any federal, state, local, foreign or other governmental or quasi-governmental agency, authority, court, arbitrator or body or any other type of regulatory body.

     “Governmental Permits” means all governmental permits, licenses, registrations, certificates of occupancy, approvals and other authorizations of any Governmental Entity.

     “Hardware” means any mainframe, midrange computer, personal computer, notebook or laptop computer, server, switch, printer, modem, driver, peripheral or any component of any of the foregoing.

     “Hazardous Activity” means the distribution, generation, handling, importing, management, manufacturing, processing, production, refinement, Release, storage, transfer, transportation, treatment or use (including any withdrawal or other use of groundwater) of Hazardous Substances in, on, under, about or from any of the Real Property or any part thereof into the Environment

     “Hazardous Substances” means any substance, material or waste which is currently regulated or currently proposed to be regulated by any Governmental Entity, including any material, substance or waste which is defined as a “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “contaminant,” “toxic waste” or “toxic substance” under any provision of Environmental Law, and including petroleum, petroleum products, asbestos, presumed asbestos-containing material or asbestos-containing material, urea formaldehyde and polychlorinated biphenyls.

     “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

     “Imposition” means, individually or collectively, any institutional control, restriction or use limitation placed on real estate.

     “Indemnification Cap” is defined in Section 10.4(e) .

     “Indemnification Share” means, with respect to each Stockholder, the percentage set forth opposite such Stockholder’s name on Exhibit D .

     “Indemnified Buyer Party” is defined in Section 10.1 .

     “Indemnified Liabilities” means all Liabilities of the Company or any Company Group Member or any of their respective Affiliates to the extent relating to or arising out of or in connection with events, circumstances or conditions existing or arising prior to the Closing, other than those Liabilities: (i) to the extent adequately reflected and reserved against in the Closing Date Balance Sheet, (ii) specifically listed on Schedule 4.12 , (iii) that relate to Taxes, which are dealt with exclusively in Sections 4.13, 7.5 and 10.1.2 or (iv) that are Environmental Liabilities or relate to or arise with respect to violation or noncompliance with an Environmental Law.

     “Indemnified Party” is defined in Section 10.4(a) .

     “Indemnified Seller Party” is defined in Section 10.2 .

     “Indemnitor” is defined in Section 10.4(a) .

     “Intellectual Property” means any Copyrights, Patents, Trademarks, technology rights and licenses, Trade Secrets, inventions, discoveries, know-how, formulae, specifications and ideas, rights in research and development, and commercially practiced processes and inventions, whether patentable or not in any jurisdiction, and any other intellectual property used by any Company Group Member in the Business.

     “Inventory” means all inventories of the Company Group Members, including raw materials, supplies, packaging supplies, work in process and finished goods.

     “Law” means any statute, law, ordinance, regulation, order or rule of any Governmental Entity, including those covering environmental, energy, safety, health, transportation, bribery, record keeping, zoning, antidiscrimination, antitrust, wage and hour, and price and wage control matters.

     “Legal Proceeding” means any lawsuit, action, suit, arbitration, administrative or other proceeding, criminal prosecution or other investigation or inquiry of any Governmental Entity.

     “Licensed Software” is defined in Section 4.18(g)(i) .

     “Liability” means any direct or indirect liability, indebtedness, obligation, expense, claim, loss, damage, deficiency, guaranty or endorsement of or by any Person,

absolute or contingent, known or unknown, accrued or unaccrued, due or to become due, liquidated or unliquidated.

     “LIBOR” means the interest rate offered by major banks in the interbank market in London, England for 1 (one) month, published by the British Bankers’ Association at 11:00 a.m. (London time) 2 (two) Business Days prior to the interest payment date.

     “Liquidated Claim Notice” is defined in Section 10.4(a) .

     “Management Bonuses” means the cash bonuses payable the Company *** in consideration of his past efforts on behalf of the Company. For avoidance of doubt, *** is not included in Management Bonuses.

     “Material Adverse Effect” means any event, change or effect that is or may reasonably be expected to be materially adverse to the Business or the Company Group Members taken as a whole, or the operations, assets, personnel, condition (financial or otherwise), or results of operations of the Company Group Members, taken as a whole.

     “Minor Contract” means any Contract that is terminable by a Company Group Member on not more than 30 days’ notice without any Liability and any Contract under which the obligation of the Company Group Members (fulfilled and to be fulfilled) involves an amount of less than $25,000.

     “Net Working Capital” means the aggregate value of the Company Group Members’ trade receivables and Inventory, net of allowances and reserves, less trade payables, all as determined in accordance with GAAP and in a manner consistent with the Company’s June 30, 2005 balance sheet.

     “Net Working Capital Valuation” is defined in Section 2.6(a) .

     “No Further Action Determination” means written concurrence of a Governmental Entity with jurisdiction over an Environmental Liability that no further action is necessary to address the Environmental Liability. A No Further Action Determination may be conditioned on Impositions.

     “Non-Competition Agreements” means the Non-Competition Agreements executed by *** respectively, in favor of Buyer and the Company Group Members, in substantially the form attached hereto as Exhibit E .

     “Non-Exempt Employees” means those Employees employed in positions classified as “non-exempt” under the Fair Labor Standards Act of 1938, as amended.

     “Non-Real Estate Leases” is defined in Section 4.9 .

     “Off-the-Shelf Software” is defined in Section 4.18(a)(i) .

     “Option Obligations” means all obligations of the Company with respect to Outstanding Options.

     “Option Payment” means the amount necessary to discharge and terminate all Option Obligations pursuant to the terms of the Outstanding Options.

     “Option” is defined in Section 2.2 .

     “Option Waiver” is defined in Section 2.2 .

     “Order” means any order, writ, judgment, injunction, decree, ruling, assessment, stipulation, determination or award entered by or with any court, arbitrator or other Governmental Entity.

     “Ordinary course” or “ordinary course of business” means, with respect to any Person, an action taken by such Person if such action is consistent in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person.

     “Outstanding Options” is defined in Section 4.4(b) .

     “Parties” means Buyer and the Seller Parties.

     “Patents” means all patents, any extensions, reexaminations and reissues of such patents, patents of addition, patent applications, divisions, continuations, continuations-in-part, and any subsequent filings in any country or jurisdiction claiming priority therefrom.

     “Performance Bonus” *** .

     “Permitted Encumbrances” shall mean (a) Encumbrances set forth on Schedule 4.6 ; (b) such Encumbrances as do not materially detract from the value or materially impair the use of the property subject thereto; (c) liens for Taxes not yet due or penalties for nonpayment or which are being actively contested in good faith by appropriate proceedings and which have been sufficiently accrued or reserved against in the Balance Sheet; or (d) industrial use restrictions that are a matter of public record or that are imposed by Law which do not interfere in any material respect with the use, occupancy or operation of the property of the Business as it is currently used, occupied or operated by the appropriate Company Group Member.

     “Person” means any natural person, business trust, corporation, partnership, limited liability company, joint stock company, proprietorship, association, trust, joint venture, unincorporated association or any other legal entity of whatever nature.

     “Phantom Stock Payment” means the amount necessary to discharge and terminate all obligations pursuant to the Phantom Stock Plan.

     “Phantom Stock Plan” means the Tomah Holdings, Inc. 1999 Phantom Stock Plan, effective August 2, 1999, as amended as of December 8, 2003.

     “Possible Breach” is defined in Section 10.4(f) .

     “Preferred Redemption Payment” is defined in Section 2.2 .

     “Preferred Stock” is defined in Section 4.4(a) .

     “Pro Rata Share” means the percentage specified with respect to a particular Stockholder on Schedule 2.3 .

     “Prime Rate” means the prime lending rate as announced from time to time by the Chase Manhattan Bank, New York Branch, as its prime rate.

     “Purchase Price” is defined in Section 2.3(a) .

     “Real Property” is defined in Section 4.7 .

     “Release” means any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching or migration on or into the Environment.

     “Remedial Action” means all actions, including any capital expenditures, required or voluntarily undertaken (a) to clean up, remove, treat or in any other way address any Hazardous Substances or other substance; (b) to prevent the Release or threat of Release or to minimize the further Release of any Hazardous Substances or other substance so it does not migrate or endanger or threaten to endanger public health or welfare or the Environment; (c) to perform pre-remedial studies and investigations or post-remedial monitoring and care; or (d) to bring all Real Property and the operations conducted thereon into compliance with Environmental Laws and environmental Governmental Permits

     “Required Consents” is defined in Section 4.3 .

     “Resolution Period” is defined in Section 10.4(c) .

     “Response Period” is defined in Section 10.4(a) .

     “ *** Options” means the Company’s outstanding options *** .

     “SEC” means the U.S. Securities and Exchange Commission.

     “Second Working Capital Valuation” is defined in Section 2.5(b) .

     “Securities Act” means the Securities Act of 1933, as amended.

     “Seller Parties” means the Stockholders and the Company.

     “Software Products” means any computer software products, other than Off-the-Shelf-Software, and all computer operating, security or programming software, that is owned by or licensed to any Company Group Member or used, in whole or in part, directly or indirectly, or has been developed or designed for or is in the process of being developed or designed for use, in whole or in part, directly or indirectly, in the conduct of the Business of any nature whatsoever, including all systems software, all applications software, whether for general business usage (e.g., accounting, finance, word processing, graphics, spreadsheet analysis, etc.) or specific, unique-to-the-Business usage (e.g., telephone call processing, etc.), and any and all documentation and object and source codes related thereto.

     “Specifically Applicable Representations” is defined in Section 10.4(f) .

     “Stockholders” is defined above in the preamble.

     “Stockholders Accountants” is defined in Section 2.5(b) .

     “Stockholders’ Representative” is defined in Section 10.8(a) .

     “Subsidiary” means any and all corporations, partnerships, associations, trusts, joint ventures, limited liability companies and other entities with respect to which any Person, directly or indirectly, (i) owns a majority of the outstanding capital stock or (ii) owns securities or other interests having the power to elect a majority of the board of directors or similar body governing the affairs of such entity.

     “System” means any combination of two or more Components.

     “Target Net Working Capital” is defined in Section 2.4 .

     “Taxes” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code § 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, in-lieu-of payments, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

     “Tax Return” means any return, declaration, report, claim for refund, or information return, or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

     “Termination Date” is defined in Section 3.1 .

     “the Company’s knowledge” or “knowledge of the Company” means the actual knowledge, after due inquiry of any fact or matter, or representation or warranty contained in this Agreement, of a group consisting of any director or officer of any

Company Group Member, including *** (the “Knowledge Group”). “Due inquiry” by a director shall be such inquiry that a director would make in the performance of his duties as a director, provided that the foregoing shall not serve to diminish the due inquiry obligation of any director who is also an officer of any Company Group Member.

     “Third Accounting Firm” is defined in Section 2.6(b) .

     “TMT” means *** .

     “Total Debt Amount” means, without duplication, (a) all obligations for money borrowed; (b) all obligations evidenced by notes, debentures, bonds or other similar instruments for the payment of which the Company is responsible or liable; (c) all obligations issued or assumed for deferred purchase price payments associated with acquisitions, divestments or material transactions; (d) all obligations under leases required to be capitalized in accordance with GAAP, as consistently applied, except for leases incurred in the ordinary course of business; (e) all obligations for the reimbursement on any letter of credit, banker’s acceptance, guarantees or similar credit transaction, in each case, that has been claimed against; but excluding in all cases in clauses (a) through (e) accounts payable and incurred in the ordinary course of business. As of December 31, 2005, the Total Debt Amount was $48,971,869.

     “Trade Secrets” means all know-how, trade secrets, customer lists, software, technical information, data, process technology, plans, drawings (including engineering and auto-cad drawings), innovations, designs, ideas, proprietary information and blue prints, owned, used or licensed either directly or indirectly (as licensor or licensee) by any Company Group Member, except for any such item that is generally available to the public.

     “Trademarks” means registered trademarks, registered service marks, trademark and service mark applications and unregistered trademarks and service marks, brand names, certification marks, trade dress, goodwill associated with the foregoing and registrations in any jurisdictions, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application used by any Company Group Member in the operation of the Business.

     “Transaction Documents” means this Agreement, the Non-Competition Agreements, the Consulting Agreements, the Building Purchase Agreement and the Escrow Agreement and all other documents executed in connection herewith.

     “Transaction Expenses” means any and all expenses paid or payable by any Stockholder or any Company Group Member, or for which any Company Group Member is or may become liable, with respect to the Transactions, including all accounting expenses, legal or Tax expenses, finders’ fees, facilitation fees, fees for advisory or other

services of any nature or Taxes incurred directly as a result of the completion of the Transactions.

     “Transactions” means the purchase and sale of the Closing Shares at the Closing and the other transactions contemplated by the Transaction Documents.

     “Unliquidated Claim” is defined in Section 10.4(a) .

     “Unreasonable Action” shall mean any action by Buyer (including a communication with a Governmental Entity) unless such action is (a) required by Law; (b) reasonably necessary in order to avoid a Legal Proceeding by a Governmental Entity under any Law; (c) reasonably necessary in order to prevent or mitigate a threat to human health or the environment; (d) consistent in nature, scope and magnitude with Buyer’s past practices and is taken in the ordinary course of Buyer’s normal operations (including the performance of capital improvements, operations and maintenance, and reasonable construction and renovation activities); or (e) undertaken in connection with environmental investigation and other due diligence activity (including any Phase I or Phase II Environmental Assessment) by a bona fide prospective purchaser, assignee or sublessee of any Real Property who is not affiliated with Buyer, and which activity is taken in connection with the prospective sale or other transfer of interest in such Real Property by Buyer.

     “U.S.” means the United States of America.

     “Welfare Plan” is defined in Section 4.20(g) .

     “***

     “Working Capital Notice” is defined in Section 2.6(a) .

2. Purchase and Sale of Closing Shares and Other Payments .

     2.1 Purchase and Sale . Subject to the terms and conditions of this Agreement, Buyer shall buy from each Stockholder, and each Stockholder shall sell to Buyer, free and clear of all Encumbrances, the Closing Shares owned by such Stockholder as of the Closing Date.

     2.2 Redemption of Preferred Stock; Cancellation of Options . .

          (a) Concurrently with the Closing, the Company shall redeem all outstanding shares of its Preferred Stock for a redemption price per share equal to (i) the Series B Preferred Stock Per Share Stated Value (as defined in that certain Amended and Restated Stockholders’ Agreement, dated as of December 8, 2003, as amended) plus (ii) all accrued but unpaid dividends to the date of redemption (the “Preferred Redemption Payment”), such that the capitalization of the Company as of the Closing Date shall be as set forth in Section 4.4(b) hereof.

          (b) Concurrently with the Closing, the Company shall obtain from those Persons having any option, call, warrant, commitment or other right of any character (including conversion or preemptive rights) (each an “Option”) relating to the acquisition of any issued or unissued capital stock or other securities of any Company Group Member a waiver of such Option or a binding and unconditional statement of non-exercise of such Option (the “Option Waivers”), in writing and irrevocable.

     2.3 Purchase Price .

          (a) The total purchase price for the Closing Shares payable to the Stockholders (the “Purchase Price”) shall be paid to or for the benefit of the Stockholders as the Stockholders shall direct in writing. To the extent that the Stockholders direct that certain amounts shall be paid on behalf of the Company, such amounts shall be treated as capital contributions by the Stockholders to the Company and then a payment by the Company. The Purchase Price shall consist of (i) $116,617,000 (the “Cash Purchase Price”), less (1) such amount as is required to redeem the Preferred Stock and repay the Total Debt Amount, including any interest, any prepayment penalty or premium and any other obligation owing under the terms of any indebtedness for money borrowed by the Company and not repaid at or prior to the Closing), (2) the amount necessary to discharge and terminate all Option Obligations pursuant to the terms of the Outstanding Options (the “ Option Payment ”), (3) the amount necessary to discharge and terminate all obligations pursuant to the Phantom Stock Plan (the “ Phantom Stock Payment ”), (4) the amount necessary to discharge and terminate all obligations pursuant to the terms of the Company Employee Bonus Plans (the “Bonus Plan Payments”), (5) the Management Bonuses, (6) the *** Bonus, (7) the Performance Bonus and (8) the Transaction Expenses (the difference being referred to herein as the “Closing Date Shares Purchase Price”), plus or minus, as the case may be, any Adjustment Amount determined in accordance with Section 2.4 hereof.

          (b) Buyer shall pay the Cash Purchase Price at the Closing as follows:

               (i) an amount equal to the Closing Date Shares Purchase Price, less *** (the “Closing Payment”) to the Stockholders in the respective amounts set forth on Schedule 2.3 ;

               (ii) delivery of *** in cash to the Escrow Agent in accordance with the Escrow Agreement (such cash, together with any investment proceeds thereon, is referred to herein as the “Escrow Funds”); and

               (iii) the remainder of the Cash Purchase Price to allow the Seller Parties to redeem the Preferred Stock and to discharge the Total Debt Amount, the Option Payment, the Phantom Payment, the Bonus Plan Payments, the Management Bonuses, the *** Bonus, the Performance Bonus and the Transaction Expenses.

          (c) The payment of the cash obligations in Section 2.3(b)(i) and 2.3(b)(ii) shall be made by wire transfer of immediately available funds.

     2.4 Closing Date Purchase Price Adjustment .

          (a) On or prior to the Closing Date, the Company shall deliver to Buyer an estimated Closing Date Balance Sheet (the “Estimated Closing Date Balance Sheet”). If the Net Working Capital as reflected on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) is (i) less than $8,864,474 (the “Target Net Working Capital”), then the Purchase Price shall be reduced by the amount of such difference or (ii) more than the Target Net Working Capital, then the Purchase Price shall be increased by the amount of such difference (in either case, such difference is referred to herein as the “Adjustment Amount”.) No adjustment to the Purchase Price under this Section 2.4(a) shall be made at Closing in the event the Estimated Net Working Capital equals the Target Net Working Capital.

          (b) On or prior to the Closing Date, the Company shall deliver to the Buyer an estimate of the aggregate amount of the Income Tax liabilities of the Company Group Members for all Tax periods beginning on July 1, 2005, and ending on or before the Closing Date, in all cases assuming that there is no deduction for the amount of the *** (together, the “Compensation Payments”) and, further, that any increase in Income Taxes as a result thereof shall reduce such Income Tax liabilities as appropriate (such assumptions, the “Hypothetical Income Tax Assumptions”) (such estimate, the “Estimated Aggregate Income Tax Liability”). The Purchase Price shall be increased or decreased on a dollar-for-dollar basis as follows:

               (i) The Purchase Price shall be increased to the extent *** (that is, the aggregate amount of estimated tax payments, credits, and deposits of the Company Group Members for Income Taxes for all Tax periods beginning on July 1, 2005, and ending on or before the Closing Date, all as set forth on Schedule 2.4 ) (the “Aggregate Income Tax Paid”) exceeds the Estimated Aggregate Income Tax Liability.

               (ii) The Purchase Price shall be decreased to the extent the Estimated Aggregate Income Tax Liability exceeds the Aggregate Income Tax Paid.

          (c) On or prior to the Closing Date, the Company shall deliver to the Buyer an estimate of the aggregate amount of the Tax liabilities other than Income Tax liabilities of the Company Group Members for all Tax periods beginning on or after July 1, 2005, and ending on or before the Closing Date and an estimate of the aggregate amount of Pre-Closing Tax liabilities other than Income Tax liabilities of the Company Group Members for that portion of all Straddle Periods (as defined in Section 7.5(a)(iii) ) through and including the Closing Date as determined under Section 7.5(a)(iii) (the “Estimated Pre-Closing Non-Income Tax Liabilities”). The Purchase Price shall be decreased on a dollar-for-dollar basis by the amount of the Estimated Pre-Closing Non-Income Tax Liabilities.

     2.5 Post-Closing Purchase Price Adjustment .

          (a) The Purchase Price shall be decreased on a dollar-for-dollar basis to the extent that the Net Working Capital (the “Closing Date Net Working Capital”) as set forth on a balance sheet (the “Closing Date Balance Sheet”) prepared as of the

the nature of the disagreement. Any such dispute shall then be resolved in a manner using procedures similar to those set forth in Section 2.5(b) .

          (e) Any increase or decrease in Purchase Price pursuant to this Section 2.6 shall be paid by or refunded to the Stockholders within 20 days of the later of the delivery of such calculation to Buyer or final resolution of any dispute over such calculation.

     2.7 Additional Post-Closing Purchase Price Adjustments for Income Tax Audits. If the Internal Revenue Service or other state or local Income Tax authority audits any Income Tax Return of any Company Group Member for any Income Tax period ending on or before the Closing Date, then within 20 days after receipt of the adjustments as finally determined or agreed to (i.e., after such audit and any subsequent Tax Proceedings (as defined in Section 7.5(b) are completed and final), the Stockholders shall recompute the Final Aggregate Income Tax Liability (“Recomputed Aggregate Income Tax Liability”) and the Income Tax Benefits (“Recomputed Income Tax Benefits”) taking into account any adjustments as finally determined or agreed to provided that Buyer materially complies with its obligations set forth in Section 7.5 . If the Recomputed Aggregate Income Tax Liability is different from the Final Aggregate Income Tax Liability, then:

               (i) The Buyer shall pay the Stockholders the difference between the Final Aggregate Income Tax Liability less the Recomputed Income Tax Liability; or

               (ii) The Stockholders shall pay the Buyer the difference between the Recomputed Aggregate Income Tax Liability less the Final Aggregate Income Tax Liability, provided that Buyer materially complies with its obligations set forth in Section 7.5 .

Stockholders shall pay Buyer to the extent Recomputed Income Tax Benefits do not equal or exceed the difference between (x) *** less (y) any purchase price adjustment pursuant to Section 2.6(b) plus any prior amounts paid pursuant to this paragraph, provided that Buyer materially complies with its obligations set forth in Section 7.5 . This Section 2.7 continues to apply until all of the applicable statute of limitations for assessing Income Taxes against any Company Group Member for all Income Tax periods ending on or before the Closing Date have expired. If after one payment is made under this Section 2.7 , there are one or more subsequent Income Tax audits, payments due hereunder shall be adjusted by all prior payments made under this Section 2.7 . Stockholders’ calculation(s) of the Recomputed Aggregate Income Tax Liability and the Recomputed Income Tax Benefits shall be final, binding, and conclusive on the Parties hereto unless the Buyer disputes such calculation in accordance with Section 2.6(d) . Any payment due hereunder shall be paid within 20 days after final determination.

3. Closing.

     3.1 Location, Date . The closing for the Transactions (the “Closing”) shall be held at the offices of Foley & Lardner LLP in Milwaukee, Wisconsin at 10:00 a.m. (local time) as promptly as practicable (and in any event within three Business Days) after the date on which there has been a satisfaction or waiver of the conditions to the consummation of the Transactions set forth in Sections 8 and 9 , but in any event not later than May 1, 2006, (the “Termination Date”), or at such other time, place or date as the Parties may agree. The date on which the Closing occurs is referred to herein as the “Closing Date.” All of the actions to be taken and documents to be executed and delivered at the Closing (under this Agreement and including the Transaction Agreements) shall be deemed to be taken, executed and delivered simultaneously, and no such action, execution or delivery shall be effective until all are complete, except as specifically provided herein. The Closing shall be deemed to be effective as of the Effective Time.

     3.2 Deliveries . At the Closing, subject to the terms and conditions contained herein, the Parties shall take the respective actions specified below:

          (a) Buyer shall pay the Closing Payment to the Stockholders and the Escrow Funds to the Escrow Agent in accordance with Section 2.3 ;

          (b) the Stockholders shall deliver to Buyer the original stock certificates representing the Closing Shares, duly endorsed for transfer to Buyer or with separate stock transfer powers attached thereto and signed in blank;

          (c) the Parties shall deliver, or cause to be delivered, to each other executed counterparts of the Non-Competition Agreements, the Consulting Agreements, the Building Purchase Agreement, the Escrow Agreement and each of the other Transaction Documents;

          (d) the Company shall deliver to Buyer a payoff letter or payoff letters, in form and substance reasonably satisfactory to Buyer, executed by each financial institution to which any Company Group Member is obligated with respect to any portion of the Total Debt Amount, together with original UCC termination statements and other lien releases terminating all Encumbrances securing such amounts, and on behalf of the Company Group Members, Buyer shall pay all such amounts on the Closing Date;

          (e) the Company shall deliver to Buyer an Option Waiver, duly executed and delivered by each holder of any Outstanding Options who received the required payment therefor on or prior to the Closing Date, the Company shall deliver to Buyer an officer’s certificate certifying that the Option Payment has been made to such holders, and such certificate shall be deemed a representation of the Seller Parties for the purposes of Section 10, and on behalf of the Stockholders the Buyer shall pay an amount equal to the Option Payment to the Company;

          (f) the Bonus Plan Payments shall have been paid by the Company, the Executive Loan shall have been repaid to the Company and all employment agreements for any employee of any Company Group Member shall have been

terminated and the Company shall deliver to Buyer an officer’s certificate to such effect, and such certificate shall be deemed a representation of the Seller Parties for the purposes of Section 10, and on behalf of the Stockholders the Buyer shall pay an amount equal to the Bonus Plan Payments to the Company ;

          (g) the Seller Parties shall deliver to Buyer an officer’s certificate certifying that (i) the Phantom Stock Payment and the Performance Bonus have been paid in full, (ii) the Management Bonuses and *** Bonuses have been paid in full, (iii) the Derivative has been unwound and (iv) the Preferred Stock has been fully redeemed and the capitalization of the Company is as set forth on Schedule 4.4(b) , and such certificate shall be deemed a representation of the Seller Parties for the purposes of Section 10 , and on behalf of the Stockholders the Buyer shall pay an amount equal to the Phantom Stock Payment, the Performance Bonus, the Management Bonuses, the *** Bonus and the Preferred Redemption Payment to the Company;

          (h) the Seller Parties shall deliver to Buyer an officer’s certificate representing the total amount of all Transaction Expenses, and the Persons to whom such amounts are owed, and on behalf of the Seller Parties or any Company Group Member, as the case may be, Buyer shall pay such amounts to such Persons, and such certificate shall be deemed a representation of the Seller Parties for the purposes of Section 10;

          (i) each Stockholder and the Company shall deliver to Buyer a certificate to the effect set forth in Sections 9.1 and 9.2 , and such certificate shall be deemed a representation of the Seller Parties for the purposes of Section 10 ;

          (j) Buyer shall deliver to the Stockholders a certificate of an executive officer of Buyer to the effect set forth in Sections 8.1 and 8.2 , and such certificate shall be deemed a representation of Buyer for the purposes of Section 10 ;

          (k) the Seller Parties shall deliver to Buyer an opinion of Foley & Lardner LLP, counsel to the Seller Parties, in substantially the form of Exhibit F ;

          (l) the Seller Parties shall deliver to Buyer the Required Consents (or, in lieu thereof, waivers) and all approvals and actions of, filings with and notices to any Governmental Entity as necessary to permit the Seller Parties to perform their obligations under this Agreement, to enable Buyer to operate the Business as it was operated on the date hereof and to consummate the Transactions, and each such Required Consent, approval, filing or notice (A) shall be in form and substance reasonably satisfactory to Buyer, (B) shall not be subject to the satisfaction of any condition that has not been satisfied or waived, and (C) shall be in full force and effect;

          (m) the Seller Parties shall deliver resignations from each of the members of the Board of Directors (and each committee thereof) and the officers (in their capacity as officers) of each Company Group Member;

          (n) the Seller Parties shall deliver the original minute books, stock books, stock ledgers and the corporate seal of each Company Group Member; and

          (o) the Parties shall deliver to each other the respective agreements and other documents and instruments, as well as good standing certificates, certified resolutions, cross receipts and such other items as may be reasonably requested.

     3.3 Default at Closing . Notwithstanding anything herein to the contrary, if any Stockholder shall fail or refuse to deliver any of the Closing Shares in breach of its obligations hereunder, Buyer may refuse to complete the transactions contemplated hereby and thereby terminate all of its obligations hereunder. Each Stockholder acknowledges that the Closing Shares are unique and otherwise not available and agrees that in addition to any other remedies, Buyer may invoke any remedies available under applicable Law to enforce delivery of such shares hereunder.

4. Representations and Warranties of Seller Parties .

     As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated herein, the Seller Parties hereby represent and warrant to Buyer, as of the date hereof and also at and as of the Closing Date as though then made (except to the extent such representations and warranties speak as of a particular date, in which case such representations and warranties shall be made only as of such particular date) as follows:

     4.1 Corporate Status . Each Company Group Member (except for Tomah Products Properties LLC) is a corporation duly organized, validly existing and in Good Standing under the Laws of the jurisdiction in which it was incorporated and is qualified to do business as a foreign corporation in each jurisdiction where it is required to be qualified except where the failure of any Company to be so qualified would not be material to such Company Group Member. Tomah Products Properties LLC is a limited liability company duly organized, validly existing and in Good Standing under the Laws of the State of Wisconsin and is not qualified to do business in any jurisdiction other than the State of Wisconsin. The Charter Documents of each Company Group Member have been delivered to Buyer, and such Charter Documents are effective as of the date hereof under applicable Laws and are current, correct and complete.

     4.2 Authorization . Each Company Group Member has the requisite power and authority to own such Company Group Member’s Assets and to carry on such Company Group Member’s portion of the Business. Each Seller Party has the requisite power and authority to execute and deliver the Transaction Documents to which it is or will be a party, and perform the Transactions performed or to be performed by such Seller Party. Such execution, delivery and performance by each Seller Party has been duly authorized by all necessary corporate or other action, including, where necessary, approval by the stockholders or members of each such Seller Party. Each Transaction Document executed and delivered by any Seller Party has been duly executed and delivered by such Seller Party and constitutes a valid and binding obligation of such Seller Party, enforceable against such Seller Party in accordance with its terms.

     4.3 Consent and Approvals . Except as specified in Schedule 4.3 (collectively the “Required Consents”) and with respect to the HSR Act, neither the execution and

delivery by any Seller Party of the Transaction Documents to which it is a party, nor the performance of the Transactions performed or to be performed by any Seller Party, require any filing, consent, notice, registration, renegotiation or approval, constitute a Default or cause any payment obligation to arise under (a) any Law or Court Order to which any Stockholder or any Company Group Member is subject, (b) the Charter Documents of any Stockholder or any Company Group Member or (c) any Contract or Governmental Permit to which any Stockholder or any Company Group Member is a party or by which the material properties or other material Assets of any Stockholder or Company Group Member may be bound.

     4.4 Capitalization and Stock Ownership .

          (a) As of the date of this Agreement, the total authorized capital stock of the Company consists of: (i) 1,854,000 shares of common stock, consisting of (A) 618,000 shares of Series A Common Stock, $.001 par value per share, of which 492,358 shares are issued and outstanding on the date hereof, and (B) 1,236,000 share of Series B Common Stock, $.001 par value per share, of which 984,716 shares are issued and outstanding on the date hereof, and (ii) 1000 shares of Series B Preferred Stock, $.001 par value per share, of which 1000 shares are issued and outstanding on the date hereof (all such outstanding shares of Preferred Stock are referred to herein as the “Preferred Stock”). Except as set forth on Schedule 4.4 hereto, there are no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of the Company.

          (b) Schedule 4.4 sets forth the name of each holder of any option, warrant or other right to purchase any capital stock or other securities of the Company (the “ Outstanding Options ”), including the *** Options , as well as the number of shares subject to purchase pursuant to any Outstanding Options, the date of grant and the exercise price therefor. Upon payment of the amounts set forth on the Closing Statement with respect to Outstanding Options, all Outstanding Options will have been terminated in accordance with the terms of the governing Contract, and the Company shall have no further obligation of any nature in connection therewith. Schedule 4.4 sets forth all awards or grants made under the Phantom Stock Plan. Upon payment of the amounts set forth on the Closing Statement with respect to the Phantom Stock Plan, all obligations under the Phantom Stock Plan will have been terminated in accordance with the terms of the Phantom Stock Plan and any other governing document, and the Company shall have no further obligation of any nature in connection therewith.

          (c) As of the Closing, the total authorized capital stock of the Company will consist of: (i) 1,854,000 shares of common stock, consisting of (A) 618,000 shares of Series A Common Stock, $.001 par value per share, of which 492,358 shares will be issued and outstanding, and (B) 1,236,000 share of Series B Common Stock, $.001 par value per share, of which 984,716 shares will be issued and outstanding (all such outstanding shares of Common Stock are referred to herein as the “Closing Shares”), and (ii) 1000 shares of Series B Preferred Stock, none of which will be issued and outstanding on the Closing Date. Except as set forth on Schedule 4.4 hereto, as of

the Closing Date, there will be no existing options, warrants, calls, commitments or other rights of any character (including conversion or preemptive rights) relating to the acquisition of any issued or unissued capital stock or other securities of the Company.

          (d) All of the Closing Shares are duly and validly authorized and issued and are fully paid and non-assessable. The Stockholders are the record and beneficial owners of all of the Closing Shares in the respective amounts specified on Schedule 4.4 . The Company has complied with all applicable Laws in connection with the issuance of the Closing Shares, and none of the Closing Shares was issued in violation of any Contract binding upon the Company. There is no Contract among or between the Company and the Stockholders, or any of them, relating to the Closing Shares, including any restriction affecting transfer or voting rights or any other incidents of record or beneficial ownership. Upon completion of the Transactions at the Closing, Buyer will receive valid title to all of the Closing Shares, free and clear of all Encumbrances. At the time of such receipt, all of the Closing Shares shall be freely transferrable except as limited by any applicable securities Law.

     4.5 Financial Statements . Attached as Schedule 4.5 are correct and complete copies of audited consolidated financial statements for the Business at June 30, 2003, 2004, and 2005 and the related statements of income and cash flows for the years then ended. The Company has also delivered to Buyer an unaudited consolidated balance sheet as of February 28, 2006, and the related statements of income and cash flows for the eight months then ended. All such financial statements are referred to herein collectively as the “Financial Statements.” The Financial Statements have been prepared in accordance with GAAP (except that the unaudited financial statements do not have the necessary footnotes and adjustments typically made at fiscal year-end and which are consistent with past practice have not been made) and are consistent in all material respects with the books and records of the Company Group Members. The balance sheets included in the Financial Statements present accurately the financial position of the Company Group Members as of the dates thereof. The profit and loss statements included in the Financial Statements present accurately the results of the operations of the Business for the periods indicated thereon, and reflect all costs that historically have been incurred by the Business. The balance sheet of the Company Group Members as of February 28, 2006 that is included in the Financial Statements is referred to herein as the “Balance Sheet,” and the date thereof is referred to as the “Balance Sheet Date.”

     4.6 Title to Assets and Related Matters . Each Company Group Member has good title to, valid leasehold interests in or valid licenses to use, all of its Assets, free from any Encumbrances except those specified in Schedule 4.6 and Permitted Encumbrances. The use of such Assets is not subject to any Encumbrances (other than those specified in the preceding sentence). All tangible personal property (other than Inventory) owned by any Company Group Member is suitable for the purposes for which such Assets are used, is structurally sound and in good working condition, reasonable wear and tear and defects which, individually or in the aggregate, do not interfere with the use thereof excepted, and is free from any latent or patent defects. The Assets constitute all of the Assets required for, or material to, the continued operation of the Business by Buyer as operated by the Company Group Members during the past 12

months. The Assets, taken as a whole, constitute all the assets relating to or used or held for use in connection with the Business during the past 12 months (except for such Assets that have been acquired, sold or disposed of in the ordinary course of the Company’s business consistent with past practice. There are no Assets used in the operation of the Business that are owned by any Person other than a Company Group Member that are not licensed or leased to a Company Group Member under valid, current license arrangements or leases.

     4.7 Real Property . Schedule 4.7 lists all real estate used in the operation of the Business as well as any other real estate owned or leased by any Company Group Member, and the improvements (including buildings and other structures) located on such real estate (collectively, the “Real Property”), and lists any leases under which any such Real Property is possessed (the “Real Estate Leases”). Each Company Group Member has good and marketable title, subject to Permitted Encumbrances, to all of its Real Property. All Real Property owned by any Company Group Member is suitable for the purpose for which it is used, is structurally sound and in good working condition, reasonable wear and tear and defects which, individually or in the aggregate, do not interfere with the use thereof excepted, and such use does not encroach on the property or rights of anyone else. Except as set forth on Schedule 4.7 , no Company Group Member or any Affiliate thereof has any ownership interest in any real property used in the Business. Schedule 4.7 also accurately describes any other real estate previously owned, leased or otherwise operated by any Company Group Member or any predecessor thereof and the time periods of any such ownership, lease or operation. All of the Real Property (a) is usable in the ordinary course of business and is in good operating condition and repair, reasonable wear and tear and defects which, individually or in the aggregate, do not interfere with the use thereof excepted and (b) conforms, in all material respects, with any applicable Laws relating to its construction, use and operation. The Real Property complies with applicable zoning Laws. Each Company Group Member, or, to the Company’s knowledge, the landlord of any Real Property leased by any Company Group Member, has obtained all licenses and rights-of-way from Governmental Entities or private parties that are necessary to ensure vehicular and pedestrian ingress and egress to and from the Real Property. Each Real Estate Lease is in full force and effect and, except as set forth on Schedule 4.7 , has not been assigned, modified, supplemented or amended and, to the Company’ knowledge, neither landlord nor tenant under any such lease is in Default under any such lease, and no circumstance or set of facts exist which, with the giving of notice or passage of time, or both, would permit landlord or tenant to terminate any such lease.

     4.8 Certain Personal Property . Schedule 4.8 is a list of all fixed Assets of each Company Group Member having a carrying value of at least $10,000. Except as specified in Schedule 4.8 , since the Balance Sheet Date, no Company Group Member has acquired any items of tangible personal property that have a carrying value in excess of $10,000. All of such personal property included in Schedule 4.8 is, and any such personal property acquired after the date hereof in accordance with Section 6.1 will be, usable in the ordinary course of business, and conforms and will conform with any applicable Laws relating to its construction, use and operation. Except for those items subject to the Non-Real Estate Leases, no Person other than the Company Group

Members owns any vehicles, equipment or other tangible assets located on the Real Property that have been used in the Business or that are necessary for the operation of the Business.

     4.9 Non-Real Estate Leases . Schedule 4.9 lists all assets and property used in the Business (other than Real Property and Intellectual Property) that are possessed by the Company Group Members under an existing lease, including all trucks, automobiles, forklifts, machinery, equipment, furniture and computers, except for any lease under which the aggregate annual payments are less than $15,000 (each, an “Immaterial Lease”). Schedule 4.9 also lists the leases under which such assets and property listed in Schedule 4.9 are possessed. All of such leases (excluding Immaterial Leases) are referred to herein as the “Non-Real Estate Leases.”

     4.10 Accounts Receivable . The Accounts Receivable (net of any reserve shown on the Balance Sheet) of the Company Group Members are bona fide Accounts Receivable created in the ordinary course of business. To the Company’s knowledge, all of the Accounts Receivable are collectible within 90 days from the respective dates of sale. Except as set forth on Schedule 4.10 , there are no setoffs, counterclaims or disputes asserted or conditions precedent to payment therefor with respect to any such Accounts Receivable, and no setoff, counterclaim, dispute, discount or allowance from any such Accounts Receivable has been made or agreed to. The Company Group Members know of no facts or circumstances (other than general economic conditions) that are likely to result in any material increase in the uncollectability of such Accounts Receivable.

     4.11 Inventory . Except as described in Schedule 4.11 , all Inventory (net of any reserve shown on the Balance Sheet) consists of a quality and quantity usable and salable in the ordinary course of business, except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value in the Balance Sheet. Such Inventory is recorded in the Financial Statements in accordance with GAAP at the lower of average cost or market value. Schedule 4.11 also specifies that portion of the Inventory that consists of reworked items. The quantities of each class of Inventory (whether raw materials, work-in-process, or finished goods) are not excessive, but are reasonable in the present circumstances and consistent with historical amounts of the Company Group Members.

     4.12 Liabilities . The Company Group Members have no Liabilities, other than (a) Liabilities specified in Schedule 4.12 , (b) Liabilities adequately reflected and reserved against in the Balance Sheet (except as heretofore paid or discharged), (c) current Liabilities incurred in the ordinary course since the Balance Sheet Date, or (d) executory Liabilities under any Contracts that are specifically disclosed in Schedule 4.16 (or not required to be disclosed because of the term or amount involved) that were not required under GAAP to have been specifically disclosed or reserved for on the Balance Sheet.

     4.13 Taxes . Except as set forth in Schedule 4.13: (i) each of the Company Group Members has filed all Tax Returns that it was required to file. All such Tax Returns were correct and complete in all material respects. All Taxes due and owing by

any of the Company Group Members (as shown on any Tax Return) have been paid. None of the Company Group Members currently is the beneficiary of any extension of time within which to file any Tax Return. With regards to tax periods beginning on or after July 1, 2000 but before the date hereof, no claim has been made by a Governmental Entity in a jurisdiction where any of the Company Group Members does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.; (ii) each Company Group Member has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. There is no dispute or claim concerning any Tax Liability of any of the Company Group Members either (A) claimed or raised by any Governmental Entity in writing or (B) to the knowledge of the Company based upon personal contact with any agent of such Governmental Entity. Schedule 4.13 lists all Tax Returns filed with respect to any of the Company Group Members for taxable periods ended on or after June 30, 2000, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. The Seller Parties have delivered to Buyer correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by any of the Company Group Members since June 30, 2000; (iv) except as shown on Schedule 4.13 , none of the Company Group Members has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. None of the Company Group Members has been a United States real property holding corporation within the meaning of Code §897(c)(2) during the applicable period specified in Code §897(c)(1)(A)(ii). None of the Company Group Members has taken any position on its federal income Tax Returns nor has any Company Group Member conducted its Tax affairs in a manner that could give rise to an accuracy-related penalty on underpayments within the meaning of Code §6662. None of the Company Group Members has had a reportable transaction understatement that could give rise to an accuracy-related penalty on underpayments within the meaning of Code §6662A. None of the Company Group Members is a party with any other Company Group Member to any Income Tax allocation or sharing agreement. None of the Company Group Members (A) has been a member of an affiliated group (as defined by Code §1504(a)) filing a consolidated federal income Tax Return (other than a group the common parent of which was the Company) or (B) has any Liability for the Taxes of any Person (other than any of the Company Group Members) under Reg. §1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (vi) the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the June 30, 2005 balance sheet (rather than in any notes thereto) was fairly stated in accordance with GAAP and the unpaid Taxes of the Company Group Members do not exceed that reserve as adjusted for the passage of time through the date hereof in accordance with the past custom and practice of the Company Group Members in filing their Tax Returns; (vii) none of the Company Group Members will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion the