STOCK PURCHASE AGREEMENT

Stock Purchase Agreement

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TEAM INC | CLIMAX TECHNOLOGIES, INC. | TEAM INVESTMENT, INC. | CLIMAX PORTABLE MACHINE TOOLS, INC.

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Title: STOCK PURCHASE AGREEMENT
Governing Law: Oregon Date: 12/7/2005
Industry: Business Services Law Firm: Foley & Lardner LLP; Locke Liddell & Sapp LLP Sector: Services

Exhibit 2.1

STOCK PURCHASE AGREEMENT

by and among

CLIMAX TECHNOLOGIES, INC.

(Buyer),

TEAM INVESTMENT, INC.

(Seller),

TEAM, INC.

(Seller's Parent)

and

CLIMAX PORTABLE MACHINE TOOLS, INC.

(Company)

Dated November 30, 2005

<PAGE>

STOCK PURCHASE AGREEMENT

TABLE OF CONTENTS

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Page

----

1. PURCHASE AND SALE OF SHARES..............................................................................1

1.1. Shares and Assets...............................................................................1

2. PURCHASE PRICE - PAYMENT.................................................................................2

2.1. Purchase Price..................................................................................2

2.2. Payment of Purchase Price. 2

2.3. Determination of Net Asset Value................................................................3

3. REPRESENTATIONS AND WARRANTIES OF TEAM...................................................................7

3.1. Corporate.......................................................................................7

3.2. Team............................................................................................8

3.3. No Violation....................................................................................8

3.4. Financial Statements............................................................................9

3.5. Tax Matters.....................................................................................9

3.6. Accounts Receivable............................................................................10

3.7. Inventory......................................................................................10

3.8. Absence of Certain Changes. 11

3.9. Absence of Undisclosed Liabilities.............................................................12

3.10. No Litigation..................................................................................12

3.11. Compliance With Laws and Orders................................................................12

3.12. Title to and Condition of Properties...........................................................14

3.13. Insurance......................................................................................16

3.14. Contracts and Commitments. 16

3.15. Labor Matters..................................................................................18

3.16. Employee Benefit Plans.........................................................................18

3.17. Employment Compensation. 20

3.18. Trade Rights...................................................................................21

3.19. Major Customers and Suppliers..................................................................21

3.20. Product Warranty and Product Liability.........................................................22

3.21. Bank Accounts..................................................................................22

3.22. Affiliates.....................................................................................22

3.23. No Brokers or Finders..........................................................................23

3.24. Disclosure.....................................................................................23

4. REPRESENTATIONS AND WARRANTIES OF BUYER.................................................................23

4.1. Corporate......................................................................................23

4.2. Authority......................................................................................23

4.3. No Brokers or Finders..........................................................................24

4.4. Disclosure.....................................................................................24

4.5. Investment Intent..............................................................................24

4.6. Financial Capability...........................................................................24

5. COVENANTS...............................................................................................24

5.1. Title Insurance................................................................................24

</TABLE>

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<TABLE>

5.2. Surveys........................................................................................25

5.3. Environmental Audits...........................................................................25

5.4. Noncompetition; Confidentiality................................................................25

5.5. General Releases...............................................................................27

5.6. Access to Information and Records..............................................................27

5.7. Section 338(h)(10) Election; Tax Matters.......................................................27

5.8. Provisions Regarding Accounts Receivable.......................................................30

5.9. Product Liability; Insurance.30

5.10. Product Warranty...............................................................................30

6. INDEMNIFICATION.........................................................................................31

6.1. By Team........................................................................................31

6.2. By Buyer.......................................................................................31

6.3. Indemnification of Third-Party Claims..........................................................31

6.4. Payment........................................................................................32

6.5. Special Indemnification........................................................................33

6.6. Limitations on Indemnification.................................................................33

6.7. No Waiver......................................................................................34

6.8. Exceptions and Limitations to Indemnities......................................................34

6.9. Exclusive Remedy...............................................................................34

7. CLOSING.................................................................................................35

7.1. Documents to be Delivered by Team Investment, Company and Team.................................35

7.2. Documents to be Delivered by Buyer.............................................................36

8. RESOLUTION OF DISPUTES..................................................................................36

8.1. Arbitration....................................................................................36

8.2. Arbitrators....................................................................................37

8.3. Procedures; No Appeal..........................................................................37

8.4. Authority......................................................................................37

8.5. Entry of Judgment..............................................................................37

8.6. Confidentiality................................................................................37

8.7. Continued Performance..........................................................................38

8.8. Tolling........................................................................................38

9. MISCELLANEOUS...........................................................................................38

9.1. Disclosure Schedule............................................................................38

9.2. Further Assurance..............................................................................38

9.3. Disclosures and Announcements..................................................................38

9.4. Assignment; Parties in Interest................................................................38

9.5. Law Governing Agreement. 39

9.6. Amendment and Modification.....................................................................39

9.7. Notice.........................................................................................39

9.8. Expenses.......................................................................................40

9.9. Entire Agreement...............................................................................41

9.10. Counterparts...................................................................................41

9.11. Headings.......................................................................................42

9.12. Definitions....................................................................................42

</TABLE>

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Disclosure Schedule

-------------------

<TABLE>

Schedule 1.1.(a) - Owned Real Property

Schedule 1.1.(b) - Leased Real Property

Schedule 1.1.(e) - Personal Property Lease

Schedule 1.1.(h) - Computer Software

Schedule 2.3(c)(v)(B) - Obsolete, Slow-moving, etc., Inventory

Schedule 3.1.(c) - Foreign Corporation Qualification

Schedule 3.1.(d) Subsidiaries

Schedule 3.1.(e) - Officers and Directors

Schedule 3.3. - Violation, Conflict, Default

Schedule 3.4. - Financial Statements

Schedule 3.5.(a) - Tax Liabilities

Schedule 3.5.(b) - Tax Returns (Exceptions to Representations)

Schedule 3.5.(c) - Tax Audits

Schedule 3.5.(d) - Consolidated Tax Returns

Schedule 3.5.(e) - Tax, Other

Schedule 3.6. - Accounts Receivable (Aged Schedule)

Schedule 3.7. - Inventory Off Premises

Schedule 3.8. - Certain Changes

Schedule 3.9. - Off-Balance Sheet Liabilities

Schedule 3.10. - Litigation Matters

Schedule 3.11.(a) - Non-Compliance with Laws

Schedule 3.11.(b) - Licenses and Permits

Schedule 3.11.(c) - Environmental Matters (Exceptions to Representations)

Schedule 3.13. - Insurance

Schedule 3.14.(a) - Real Property Leases

Schedule 3.14.(b) - Personal Property Leases

Schedule 3.14.(d) - Sales Commitments

Schedule 3.14.(e) - Contracts with Affiliates

Schedule 3.14.(h) - Loan Agreements, etc.

Schedule 3.14.(i) - Guarantees

Schedule 3.14.(l) - Material Contracts

Schedule 3.16.(a) - Employee Plans/Agreements

Schedule 3.17. - Employment Compensation

Schedule 3.18. - Trade Rights

Schedule 3.19.(a) - Major Customers

Schedule 3.19.(b) - Major Suppliers

Schedule 3.19.(c) - Dealers and Distributors

Schedule 3.20. - Product Warranty, Warranty Expense and Liability Claims

Schedule 3.21. - Bank Accounts

Schedule 3.22.(a) - Contracts with Affiliates

Schedule 3.22.(b) - Adverse Interest

Schedule 3.22.(c) - Obligations of and to Affiliates

Schedule 3.22.(d) - GmbH Standby Letter of Credit

Schedule 3.22.(e) - Representations Regarding Climax GmbH

</TABLE>

iii

<PAGE>

Exhibits

--------

Exhibit 2.3 Sample Final Closing Balance Sheet

Exhibit 5.7 Purchase Price Allocation

<PAGE>

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (this "Agreement"), dated November 30, 2005,

by and among Climax Technologies, Inc., a Delaware corporation ("Buyer"), Climax

Portable Machine Tools, Inc., an Oregon corporation ("Company"), Team

Investment, Inc., a Delaware corporation ("Team Investment") and Team, Inc., a

Texas corporation ("Team").

RECITALS

A. Company is engaged in the portable machine tool business (the

"Business"). Team owns all of the issued and outstanding shares of capital stock

of Team Investment. Team Investment owns all of the issued and outstanding

shares (the "Shares") of capital stock of Company.

B. Company's facilities consist of a facility on approximately 3.02

acres at 2712 East Second Street, Newberg, Oregon (the "Facilities").

C. Buyer desires to purchase the Shares from Team Investment and

Team Investment desires to sell the Shares to Buyer, upon the terms and

conditions herein set forth.

NOW, THEREFORE, in consideration of the foregoing and the respective

representations, warranties, covenants, agreements and conditions hereinafter

set forth, and intending to be legally bound hereby, the parties hereto agree as

follows.

1. PURCHASE AND SALE OF SHARES

1.1. Shares and Assets.

Subject to the terms and conditions of this Agreement, on the Closing

Date (as hereinafter defined) Team Investment shall sell to Buyer, and Buyer

shall purchase from Team Investment, all the Shares.

On the Closing Date (as hereinafter defined) Company's assets shall

include without limitation the Company's right, title and interest in and to the

following:

1.1.(a) Owned Real Property. The real property, including fixtures,

buildings, improvements, and all appurtenant rights owned by Company,

including the real property described on Schedule 1.1(a) (the "Owned Real

Property").

1.1.(b) Leased Real Property. The leases of real property (the "Real

Property Leases") described on Schedule 1.1(b) with respect to the real

property described thereon (the "Leased Real Property").

1.1.(c) Personal Property. Machinery, equipment, vehicles, tools,

supplies, spare parts, furniture and all other personal property (other

than personal property leased pursuant to Personal Property Leases as

hereinafter defined) owned by Company on the Closing Date.

<PAGE>

1.1.(d) Inventory. Inventories of raw materials, work-in-process and

finished goods (including all such in transit), and service and repair

parts, supplies and components held for resale by Company on the Closing

Date, together with related packaging materials (collectively the

"Inventory").

1.1.(e) Personal Property Leases. Leases of machinery, equipment,

vehicles, furniture and other personal property leased by Company,

including all such leases (the "Personal Property Leases") described in

Schedule 1.1(e).

1.1.(f) Trade Rights. Trade Rights, as defined in Section 3.18.

1.1.(g) Contracts. All the Company's rights in, to and under all

contracts, purchase orders and sales orders (hereinafter "Contracts") of

Company.

1.1.(h) Computer Software. Computer source codes, programs and other

software of Company, including all machine readable code, printed listings

of code, documentation and related property and information of Company

described on Schedule 1.1(h).

1.1.(i) Literature. Sales literature, promotional literature, catalogs

and similar materials of Company.

1.1.(j) Records and Files. Records and files of Company of every kind

including, without limitation, invoices, customer and vendor lists,

blueprints, specifications, designs, drawings, and operating and marketing

plans, and all other documents, tapes, discs, programs or other embodiments

of information of Company.

1.1.(k) Notes and Accounts Receivable. Subject to Section

2.3(c)(v)(H), notes and accounts receivable of Company.

1.1.(l) Climax GmbH. The Company's interest in Climax GmbH.

2. PURCHASE PRICE - PAYMENT

2.1. Purchase Price.

The purchase price (the "Purchase Price") payable for the Shares shall

be Fourteen Million Five Hundred Thousand Dollars ($14,500,000), as finally

adjusted pursuant to Section 2.2(b) (the "Purchase Price Adjustment").

2.2. Payment of Purchase Price.

The Purchase Price shall be paid by Buyer as follows:

2.2.(a) Cash. At the Closing, Buyer shall deliver to Team Investment

Fourteen Million Five Hundred Thousand Dollars ($14,500,000), as adjusted

pursuant to Section 2.3(b).

<PAGE>

2.2.(b) Adjustment of Final Cash Purchase Price. On or before the

fifth business day following the final determination of the Final Closing

Balance Sheet (as hereinafter defined) (such date being hereinafter

referred to as the "Settlement Date"), either (i) Team Investment shall pay

to Buyer the amount, if any, by which the Estimated Net Asset Value exceeds

the Net Asset Value as reflected on the Final Closing Balance Sheet,

together with interest on the amount being paid from the Closing Date to

the date of the payment at a rate per annum equal to 6%; or (ii) Buyer

shall pay to Team Investment the amount, if any, by which the Net Asset

Value, as reflected on the Final Closing Balance Sheet exceeds the

Estimated Net Asset Value, together with interest on the amount being paid

from the Closing Date to the date of payment at a rate per annum equal to

6%.

2.2.(c) Method of Payment. All payments under this Section 2.2 shall

be made by wire transfer of immediately available funds to an account

designated by the recipient not less than 48 hours prior to the time for

payment specified herein.

2.3. Determination of Net Asset Value.

2.3.(a) Definition of Net Asset Value. The term "Net Asset Value"

shall mean the dollar amount by which the net book value of all the assets

of Company exceeds the net book value of all the liabilities of Company,

both as reflected in the Final Closing Balance Sheet or Estimated Closing

Balance Sheet, as applicable.

2.3.(b) Estimated Closing Balance Sheet. For purposes of determining

the Net Asset Value and the Purchase Price payable by the Buyer at the

Closing, not less than five (5) business days prior to the Closing Date,

Company shall, in consultation with the Buyer, prepare and deliver to Buyer

a projected balance sheet of Company as of 11:59 p.m. on the Closing Date

(hereinafter the "Effective Time") which shall represent Company's

reasonable estimate of the Final Closing Balance Sheet; such balance sheet

to be in form and detail identical to, and with accounting principles,

policies and assumptions consistent in every respect with, the Recent

Balance Sheet as defined in Section 3.4 hereof and accompanied by schedules

setting forth in reasonable detail all assets and liabilities included

therein, but shall not take into account any of the transactions

contemplated by this Agreement. Such balance sheet or the accompanying

schedules shall contain sufficient detail of the assets and liabilities of

Company for the determination of Net Asset Value.

In the event Buyer shall object to any of the information set forth on

the balance sheet or accompanying schedules as presented by Company, the

parties shall negotiate in good faith and agree on appropriate adjustments

to the end that such balance sheet and accompanying schedules reflect a

reasonable estimate of the Final Closing Balance Sheet and Net Asset Value.

The estimated balance sheet as determined by the parties pursuant to

this subsection is herein referred to as the "Estimated Closing Balance

Sheet" and the estimated Net Asset Value as determined by the parties

pursuant to this subsection is herein referred to as the "Estimated Net

<PAGE>

Asset Value." In connection with the determination and the Estimated Net

Asset Value, Company shall provide to Buyer such information and detail as

Buyer shall reasonably request.

At Closing either (i) the Purchase Price shall be reduced by the

amount, if any, by which the amount of Twelve Million Five Hundred and

Ninety-one Dollars ($12,000,591) exceeds the Estimated Net Asset Value, as

reflected on the Estimated Closing Balance Sheet, or (ii) the Purchase

Price shall be increased by the amount, if any, by which the Estimated Net

Asset Value, as reflected in the Estimated Closing Balance Sheet, exceeds

the amount of Twelve Million Five Hundred and Ninety-one Dollars

($12,000,591).

2.3.(c) Final Closing Balance Sheet. The final balance sheet of

Company prepared as of the Effective Time shall be prepared as follows:

(i) Within 45 days after the Closing Date, Buyer shall

deliver to Team a balance sheet of Company as of the Effective Time,

such balance sheet to be prepared the same way the Recent Balance

Sheet was prepared, including in form, detail, accounting principles,

policies and assumptions (except as required in accordance with this

Section 2.3). Subject to the preceding sentence, the balance sheet

shall be prepared in the same manner as a normal year end closing

balance sheet of the Company accompanied by detailed schedules of the

assets and liabilities of Company at the Effective Time (including all

supporting calculations) and by a report (1) setting forth the amount

of Net Asset Value (as defined above) reflected in the balance sheet,

(2) stating that the balance sheet is in form and detail identical to,

and with accounting principles, policies and assumptions consistent in

every respect with, the Recent Balance Sheet (except as required in

accordance with this Section 2.3), and (3) setting forth the Purchase

Price Adjustment to be paid and by whom pursuant to Section 2.2

hereof.

(ii) Within 30 days following the delivery of the balance

sheet referred to in (i) above, Team may object to any of the

information contained in said balance sheet or accompanying schedules

which could affect the necessity or amount of any payment by Buyer or

Team pursuant to Section 2.2(b) hereof. Any such objection shall be

made in writing and shall state Team's determination of the amount of

the Net Asset Value.

(iii) In the event of a dispute or disagreement relating to

the balance sheet or schedules which Buyer and Team are unable to

resolve, either party may elect to have all such disputes or

disagreements resolved by an office of Pricewaterhouse Coopers, LLC

(the "Accounting Firm") chosen by mutual agreement of Buyer and Team.

The Accounting Firm shall make a resolution of the balance sheet of

Company as of the Effective Time and the calculation of Net Asset

Value, which shall be final and binding for purposes of this Article

2. The Accounting Firm shall be instructed to use every reasonable

effort to perform its services within 15 days of submission of the

balance sheet and objections to it and, in any case, as soon as

practicable after such submission. The fees and expenses for the

services of the Accounting Firm shall be shared by Buyer and Team as

follows:

<PAGE>

Team shall pay a percentage of such fees and expenses equal

to A/(A+B) and Buyer shall pay a percentage of such fees and expenses

equal to B/(A+B), where A is equal to the absolute value of the

difference (in dollars) between Net Asset Value as finally determined

by the Accounting Firm and Net Asset Value as reflected in the

objection prepared and delivered by Team in accordance with Section

2.3(c)(ii) and B is equal to the absolute value of the difference (in

dollars) between Net Asset Value as finally determined by the

Accounting Firm and Net Asset Value as reflected in the report

prepared and delivered by Buyer in accordance with Section 2.3(c)(i).

As used in this Agreement, the term "Final Closing Balance Sheet"

shall mean the balance sheet of Company as of the Effective Time as

finally determined for purposes of this Article 2, whether by

acquiescence of Team in the figures supplied by Buyer in accordance

with Section 2.3(c)(i), by negotiation and agreement of the parties or

by the Accounting Firm in accordance with Section 2.3(c)(iii).

(iv) Buyer agrees to permit Team, Team's accountants, and

their respective representatives, during normal business hours, to

have reasonable access to the Company's personnel, and to have

reasonable access to, and to examine and make copies of, all books,

records, schedules and documents, necessary to review the balance

sheet delivered by Buyer in accordance with Section 2.3(c)(i).

(v) Notwithstanding any provision contained herein

requiring that the Estimated and Final Closing Balance Sheets be in

form and detail identical to, and in their accounting principles,

policies and assumptions consistent in every respect with, the Recent

Balance Sheet, the Final Closing Balance Sheets shall be prepared

using the following criteria:

(A) Prepaid expenses shall be included only to the

extent the Company can benefit from such prepaid assets.

(B) Inventory shall be valued in accordance with the

following standards:

A physical inventory, to be used to "true up" Company's

inventory, shall be taken prior to the Closing by Buyer of

the "A" items as of the Effective Time. Team shall have the

right to participate in and observe such inventory. If the

"true up" reflects that the count is off on particular

item(s) and such item(s) are also on Schedule 2.3.(c)(v)(B),

indicating that the parties have already taken such item(s)

into account by the reserve mentioned below, such

discrepancy shall not affect the "true up" of the inventory

owned.

<PAGE>

A reserve of $205,000 shall be established to account for

inventory that is discontinued, obsolete and/or slow moving.

Except to the extent otherwise provided for herein,

inventory shall be valued in accordance with GAAP on the

basis of the lower of weighted average cost or market.

reflect all accruals of a character that would be reflected

in a manner consistent with the Company's year-end balance

sheet, including, without limitation, wages, bonuses,

vacation, holiday and sick pay (and employee payroll taxes

applicable thereto) attributable to all periods or partial

periods prior to the Effective Time.

(D) There shall be no reserve for costs and expenses

related to warranty work.

(E) No insurance claim relating to damage to or full

or partial loss of any property occurring after the date of

the Recent Balance Sheet shall be valued in excess of the

book value (net of accumulated depreciation) of such

property as reflected in the Recent Balance Sheet.

(F) Intangible assets and goodwill shall be valued at

Two Million Nine Hundred and Fifty Two Thousand Nine Hundred

and Seventy-five Dollars ($2,952,975).

(G) Negative cash equivalents (shown as negative

$408,954 on the Recent Balance Sheet) shall be valued at

zero. Team hereby assumes liability for any negative cash

and cash equivalents. Buyer and Company agree to pay to Team

an amount equal to any positive cash or cash equivalents in

Company's bank accounts at the Closing.

(H) Prior to the closing, Team shall cause the Company

to distribute to Team the installment note in the original

amount of $631,875 due to Company from Airpak Properties LLC

(the "2004 Note") and any current amounts associated

therewith. (On the Recent Balance Sheet the amount due on

the 2004 Note for the long term portion and current portion

was $568,688 and $31,593 respectively.) Accordingly, such

note shall be valued at zero.

(I) The "due to (from) Team" liability, reflected in

the amount of $332,438 on the Recent Balance Sheet, shall be

set at zero. Team agrees that at or prior to Closing, it

<PAGE>

shall have eliminated this liability to the Company, without

any adverse tax liability to Company.

(J) All reserves for bad debt shall be set at zero.

3. REPRESENTATIONS AND WARRANTIES OF TEAM

Team makes the following representations and warranties to Buyer, each

of which is true and correct on the date hereof, shall remain true and correct

to and including the Closing Date, shall be unaffected by any investigation

heretofore or hereafter made by Buyer, or any knowledge of Buyer other than as

specifically disclosed in the Disclosure Schedule delivered to Buyer at the time

of the execution of this Agreement, and shall survive the Closing of the

transactions provided for herein.

3.1. Corporate.

3.1.(a) Organization. Company is a corporation duly organized, validly

existing and in good standing under the laws of the State of Oregon.

3.1.(b) Corporate Power. Company has all requisite corporate power and

authority to own, operate and lease its properties and to carry on its

business as and where such is now being conducted.

3.1.(c) Qualification. Company is duly licensed or qualified to do

business as a foreign corporation, and is in good standing, in each

jurisdiction wherein the character of the properties owned or leased by it,

or the nature of its business, makes such licensing or qualification

necessary. The jurisdictions in which Company is licensed or qualified to

do business are listed in Schedule 3.1(c).

3.1.(d) Subsidiaries, etc. Except as set forth on Schedule 3.1(d),

Company does not own any interest in any corporation, partnership or other

entity.

3.1.(e) Corporate Documents, etc. The copies of the Articles of

Incorporation and By-Laws of the Company, including any amendments thereto,

which have been delivered by Team to Buyer are true, correct and complete

copies of such instruments as presently in effect. The corporate minute

book and stock records of the Company which have been furnished to Buyer

for inspection are true, correct and complete and accurately reflect all

material corporate action taken by the Company. The directors and officers

of the Company are listed in Schedule 3.1.(e).

3.1.(f) Capitalization of the Company. The authorized capital stock of

the Company consists entirely of 50,000 shares of common stock, no par

value. No shares of such capital stock are issued or outstanding except for

24,235 shares of common stock of the Company which are owned of record and

beneficially by Team Investment. All such shares of capital stock of the

Company are validly issued, fully paid and nonassessable. There are no (a)

securities convertible into or exchangeable for any of the Company's

capital stock or other securities, (b) options, warrants or other rights to

purchase or subscribe to capital stock or other securities of the Company

or securities which are convertible into or exchangeable for capital stock

<PAGE>

or other securities of the Company, or (c) contracts, commitments,

agreements, understandings or arrangements of any kind relating to the

issuance, sale or transfer of any capital stock or other equity securities

of the Company, any such convertible or exchangeable securities or any such

options, warrants or other rights.

3.2. Team.

3.2.(a) Power. Team has full power, legal right and authority to enter

into, execute and deliver this Agreement, General Releases, Rental Site

Agreement and the other agreements, instruments and documents specifically

referred to in this Agreement and executed and delivered by Team at Closing

(such other documents sometimes referred to herein as "Ancillary

Instruments"), and to carry out the transactions contemplated hereby.

3.2.(b) Authorization. The execution and delivery of this Agreement

and the Ancillary Instruments, and full performance thereunder, have been

duly authorized by the boards of directors of Company, Team Investment and

Team, and no other or further corporate act on the part of Company, Team

Investment or Team is necessary therefor.

3.2.(c) Validity. This Agreement has been duly and validly executed

and delivered by Team and is, and when executed and delivered each

Ancillary Instrument will be, the legal, valid and binding obligation of

Team, enforceable in accordance with its terms, except as such may be

limited by bankruptcy, insolvency, reorganization or other laws affecting

creditors' rights generally, and by general equitable principles.

3.2.(d) Title. Team Investment has, and at Closing Buyer will receive,

good and marketable title to the Shares to be sold by Team Investment

hereunder, free and clear of all Liens (as defined in Section 3.12)

including, without limitation, voting trusts or agreements, proxies,

marital or community property interests other than restrictions under

federal and state securities laws.

3.2.(e) Control of Team Investment. All outstanding capital stock of

Team Investment, and any and all rights to acquire capital stock, are owned

by Team. Team has the authority, alone and in all events, to elect the

entire board of directors of Team Investment. Team hereby unconditionally

guarantees the prompt performance of all obligations of Team Investment

under this Agreement, including, without limitation, Team Investment's

obligation to deliver the Shares at Closing, free and clear of all Liens,

and the obligation, if required under the terms of Section 2.2.(b) of this

Agreement, to pay Buyer a purchase price adjustment.

3.3. No Violation.

Except as set forth on Schedule 3.3, neither the execution and

delivery of this Agreement or the Ancillary Instruments nor the consummation by

Company, Team Investment and Team of the transactions contemplated hereby and

thereby (a) will violate any statute, law, ordinance, rule or regulation

(collectively, "Laws") or any order, writ, injunction, judgment, plan or decree

(collectively, "Orders") of any court, arbitrator, department, commission,

<PAGE>

board, bureau, agency, authority, instrumentality or other body, whether

federal, state, municipal, foreign or other (collectively, "Government

Entities"), (b) will require any authorization, consent, approval, exemption or

other action by or notice to any Government Entity (including, without

limitation, under any "plant-closing" or similar law), or (c) subject to

obtaining the consents referred to in Schedule 3.3, will violate or conflict

with, or constitute a default (or an event which, with notice or lapse of time,

or both, would constitute a default) under, or will result in the termination

of, or accelerate the performance required by, or result in the creation of any

Lien upon any of the assets of Company (or the Shares) under, any term or

provision of the Articles of Incorporation or By-Laws of Company or of any

contract, commitment, understanding, arrangement, agreement or restriction of

any kind or character to which Company, Team Investment or Team is a party or by

which Company, Team Investment or Team or any of its or their assets or

properties may be bound or affected.

3.4. Financial Statements.

Included as Schedule 3.4. are true and complete copies of the

financial statements of Company consisting of (i) unaudited balance sheets of

Company as of May 31, 2003, 2004 and 2005, and the related statements of income

and cash flows for the fiscal years then ended (including the notes contained

therein or annexed thereto), and (ii) an unaudited balance sheet of Company as

of July 31, 2005 (the "Recent Balance Sheet"), and the related unaudited

statements of income and cash flows for the seven months then ended and for the

corresponding period of the prior year (including the notes and schedules

contained therein or annexed thereto). All of such financial statements

(including all notes and schedules contained therein or annexed thereto) have

been prepared in accordance with GAAP (except as set forth on Schedule 3.4)

applied on a consistent basis, have been prepared in accordance with the books

and records of Company, and fairly present, in accordance with GAAP in all

material respects, the assets, liabilities and financial position, the results

of operations and cash flows of Company as of the dates and for the years and

periods indicated.

3.5. Tax Matters.

3.5.(a) Provision For Taxes. Except as set forth on Schedule 3.5.(a),

the provision made for taxes on the Recent Balance Sheet is sufficient for

the payment of all federal, state, foreign, county, local and other income,

ad valorem, excise, profits, franchise, occupation, property, payroll,

sales, use, gross receipts and other taxes (and any interest and penalties)

and assessments, whether or not disputed, as of the date thereof, and for

all years and periods prior thereto. Since the date of the Recent Balance

Sheet, Company has not incurred any taxes other than taxes incurred in the

ordinary course of business consistent in type and amount with past

practices of Company.

3.5.(b) Tax Returns Filed. Except as set forth on Schedule 3.5(b), all

federal, state, foreign, county, local and other tax returns required to be

filed by or on behalf of Company have been timely filed and when filed were

true and correct in all material respects, and the taxes shown as due

thereon were paid or adequately accrued. True and complete copies of all

tax returns or reports filed by Company for each of its three most recent

fiscal years have been made available to Buyer. Company has duly withheld

<PAGE>

and paid all taxes which it is required to withhold and pay relating to

salaries and other compensation heretofore paid to the employees of

Company.

3.5.(c) Tax Audits. The federal and state income tax returns of

Company have not been audited by the Internal Revenue Service and

appropriate state taxing authorities (other than as part of a consolidated

group). Except as set forth on Schedule 3.5(c), Company has not received

from the Internal Revenue Service or from the tax authorities of any state,

county, local or other jurisdiction any written (or to Team's knowledge,

oral) notice of underpayment of taxes or other deficiency which has not

been paid nor any objection to any return or report filed by Company. There

are outstanding no agreements or waivers extending the statutory period of

limitations applicable to any tax return or report.

3.5.(d) Consolidated Group. Schedule 3.5(d) lists every year Company

was a member of an affiliated group of corporations that filed a

consolidated tax return on which the statute of limitations does not bar a

federal tax assessment, and each corporation that has been part of such

group. No affiliated group of corporations of which Company has been a

member has discontinued filing consolidated returns during the past five

years.

3.5.(e) Other. Except as set forth in Schedule 3.5(e), since January

1, 2001 Company has not (i) filed any consent or agreement under Section

341(f) of the Internal Revenue Code of 1986, as amended (the "Code"), (ii)

applied for any tax ruling, (iii) entered into a closing agreement with any

taxing authority, (iv) filed an election under Section 338(g) or Section

338(h)(10) of the Code (nor has a deemed election under Section 338(e) of

the Code occurred), (v) made any payments, or been a party to an agreement

(including this Agreement) that under any circumstances could obligate it

to make payments that will not be deductible because of Section 280G of the

Code, or (vi) been a party to any tax allocation or tax sharing agreement.

The Company is not a "United States real property holding company" within

the meaning of Section 897 of the Code.

3.6. Accounts Receivable.

All accounts receivable of Company reflected on the Recent Balance

Sheet, and as incurred in the normal course of business since the date thereof,

represent arm's length sales actually made in the ordinary course of business

and are not in dispute. Schedule 3.6 contains an aged schedule of accounts

receivable included in the Recent Balance Sheet. All accounts receivable of

Company reflected on the Final Closing Balance Sheet will represent arm's length

sales actually made in the ordinary course of business.

3.7. Inventory.

Except as set forth in Schedule 3.7, all inventory of Company is

located on premises owned or leased by Company as reflected in this Agreement.

All work-in-process contained in inventory constitutes items in process of

production pursuant to contracts or open orders taken in the ordinary course of

business.

<PAGE>

3.8. Absence of Certain Changes.

Except as and to the extent set forth in Schedule 3.8, since the date

of the Recent Balance Sheet there has not been:

3.8.(a) No Material Adverse Change. Any material adverse change in the

financial condition, assets, liabilities, business, prospects or operations

of Company other than a change resulting from an Excluded Matter;

3.8.(b) No Damage. Any loss, damage or destruction, whether covered by

insurance or not, affecting Company's business or properties;

3.8.(c) No Increase in Compensation. Any increase in the compensation,

salaries or wages payable or to become payable to any employee or agent of

Company (including, without limitation, any increase or change pursuant to

any bonus, pension, profit sharing, retirement or other plan or

commitment), or any bonus or other employee benefit granted, made or

accrued;

3.8.(d) No Labor Disputes. Any labor dispute or disturbance, other

than routine individual grievances which are not material to the business,

financial condition or results of operations of Company.

3.8.(e) No Commitments. Any commitment or transaction by Company

(including, without limitation, any borrowing or capital expenditure)

involving an amount in excess of Twenty-Five Thousand Dollars ($25,000)

other than in the ordinary course of business consistent with past

practice;

3.8.(f) No Dividends. Any declaration, setting aside, or payment of

any dividend or any other distribution in respect of Company's capital

stock; any redemption, purchase or other acquisition by Company of any

capital stock of Company, or any security relating thereto; or any other

payment to any shareholder of Company as such a shareholder;

3.8.(g) No Disposition of Property. Any sale, lease or other transfer

or disposition of any properties or assets of Company, except for the sale

of inventory items in the ordinary course of business;

3.8.(h) No Indebtedness. Any indebtedness for borrowed money incurred,

assumed or guaranteed by Company;

3.8.(i) No Liens. Any mortgage, pledge, lien or encumbrance made on

any of the properties or assets of Company;

3.8.(j) No Amendment of Contracts. Any entering into, amendment or

termination by Company of any contract, or any waiver of material rights

thereunder, other than in the ordinary course of business;

<PAGE>

3.8.(k) Loans and Advances. Any loan or advance (other than advances

to employees in the ordinary course of business for travel and

entertainment in accordance with past practice) to any person including,

but not limited to, any Affiliate (for purposes of this Agreement, the term

"Affiliate" shall mean and include all shareholders, directors and officers

of Company; the spouse of any such person; any person who would be the heir

or descendant of any such person if he or she were not living; and any

entity in which any of the foregoing has a direct or indirect interest,

except through ownership of less than 5% of the outstanding shares of any

entity whose securities are listed on a national securities exchange or

traded in the national over-the-counter market);

3.8.(l) Credit. Any grant of credit to any customer or distributor on

terms or in amounts more favorable than those which have been extended to

such customer or distributor in the past, any other change in the terms of

any credit heretofore extended, or any other change of Company's policies

or practices with respect to the granting of credit; or

3.8.(m) No Unusual Events. Any other event or condition not in the

ordinary course of business of Company.

3.9. Absence of Undisclosed Liabilities.

Except as and to the extent specifically disclosed in the Recent

Balance Sheet, or in Schedule 3.9, Company does not have any liabilities,

commitments or obligations of a type required to be disclosed in a balance sheet

(and the notes thereto) prepared in accordance with the way the Recent Balance

Sheet was prepared, including the accounting principles, policies and

assumptions used in connection with the Recent Balance Sheet, other than

commercial liabilities and obligations incurred since the date of the Recent

Balance Sheet in the ordinary course of business and consistent with past

practice.

3.10. No Litigation.

Except as set forth in Schedule 3.10 there is no action, suit,

arbitration, proceeding, investigation or inquiry, whether civil, criminal or

administrative ("Litigation") pending or, to the knowledge of Team, threatened

against Company, its directors (in such capacity), its business or any of its

assets, nor does Team know of any basis for any Litigation. Schedule 3.10 also

identifies all Litigation to which Company or any of its directors (in such

capacity) have been parties since January 1, 2001. Except as set forth in

Schedule 3.10, neither Company nor its business or assets is subject to any

Order of any Government Entity.

3.11. Compliance With Laws and Orders.

3.11.(a) Compliance. Except as set forth in Schedule 3.11.(a), Company

(including each and all of its operations, practices, properties and

assets) is in compliance with all applicable Laws and Orders, including,

without limitation, those applicable to discrimination in employment,

occupational safety and health, trade practices, competition and pricing,

product warranties, zoning, building and sanitation, employment, retirement

and labor relations, product advertising, the Environmental Laws as

hereinafter defined and the Foreign Corrupt Practices Act and the

<PAGE>

regulations promulgated thereunder. Except as set forth in Schedule

3.11.(a), Company has not received written (or, to Team's knowledge, oral)

notice of any violation or alleged violation of, and is subject to no

liability for past or continuing violation of, any Laws or Orders. All

reports and returns required to be filed by Company with any Government

Entity have been filed, and were accurate and complete in all material

respects when filed. Without limiting the generality of the foregoing:

(i) The operation of Company's business as it is now conducted

does not, nor does any condition existing at any of the Facilities, in

any manner constitute a nuisance or other tortious interference with

the rights of any person or persons in such a manner as to give rise

to or constitute the grounds for a suit, action, claim or demand by

any such person or persons seeking compensation or damages or seeking

to restrain, enjoin or otherwise prohibit any aspect of the conduct of

such business or the manner in which it is now conducted.

(ii) Company has made all required payments to its unemployment

compensation reserve accounts with the appropriate governmental

departments of the states where it is required to maintain such

accounts, and each of such accounts has a positive balance.

(iii) Company has delivered to Buyer copies of all reports of

Company for the past five (5) years required under the federal

Occupational Safety and Health Act of 1970, as amended, and under all

other applicable health and safety laws and regulations. The

deficiencies, if any, noted on such reports have been corrected.

3.11.(b) Licenses and Permits. Company has all material licenses,

permits, approvals, authorizations and consents of all Government Entities

and all certification organizations required for the conduct of the

business (as presently conducted and as proposed to be conducted) and

operation of the Facilities. All such material licenses, permits,

approvals, authorizations and consents are described in Schedule 3.11.(b),

are in full force and effect and will not be affected or made subject to

loss, limitation or any obligation to reapply as a result of the

transactions contemplated hereby. Except as set forth in Schedule 3.11.(b),

Company (including its operations, properties and assets) is and has been

in compliance with all such permits and licenses, approvals, authorizations

and consents.

3.11.(c) Environmental Matters. The applicable Laws in effect on the

Closing Date relating to pollution or protection of the environment,

including Laws relating to emissions, discharges, generation, storage,

releases or threatened releases of pollutants, contaminants, chemicals or

industrial, toxic, hazardous or petroleum or petroleum-based substances or

wastes ("Waste") into the environment (including, without limitation,

ambient air, surface water, ground water, land surface or subsurface

strata) or otherwise relating to the manufacture, processing, distribution,

use, treatment, storage, disposal, transport or handling of Waste

including, without limitation, the Clean Water Act, the Clean Air Act, the

<PAGE>

Resource Conservation and Recovery Act, the Toxic Substances Control Act

and the Comprehensive Environmental Response Compensation Liability Act

("CERCLA"), as amended, and their state and local counterparts are herein

collectively referred to as the "Environmental Laws". Without limiting the

generality of the foregoing provisions of this Section 3.11, Company is in

full compliance with all limitations, restrictions, conditions, standards,

prohibitions, requirements, obligations, schedules and timetables contained

in the Environmental Laws or contained in any regulations, code, plan,

order, decree, judgment, injunction, notice, permit or demand letter

issued, entered, promulgated or approved thereunder. There is no Litigation

nor any written (or, to Team's knowledge, oral) demand, claim, hearing or

notice of violation pending or, to the knowledge of Team, threatened

against Company relating in any way to the Environmental Laws or any Order

issued, entered, promulgated or approved thereunder. Except for the

conditions that would require abatement or corrective action only in the

event of future construction, modifications or changes in use of the Owned

Real Property, there are (i) no conditions existing as of the Closing Date

on the Owned Real Property that are known to Company and give rise, as of

the Closing Date, to any current obligation on the part of Company for

investigation, remediation or cleanup under Environmental Laws, and (ii) no

conditions existing as of the Closing Date, but unknown to Company as of

the Closing Date, that would give rise at the time of discovery to any

obligation on the part of Company for investigation, remediation or cleanup

under such Environmental Laws as are in effect as of the Closing Date.

Except as set forth on Schedule 3.11(c), no portion of any of the Real

Property has been or is being used as a landfill or for storage of Waste.

3.12. Title to and Condition of Properties.

3.12.(a) Marketable Title - Personal Property. Company has good and

marketable title to all of Company's personal property, including, without

limitation, all such properties (tangible and intangible) reflected in the

Recent Balance Sheet, except for inventory disposed of in the ordinary

course of business since the date of such Recent Balance Sheet, free and

clear of all liens, (statutory or otherwise) security interests, claims,

pledges, licenses, equities, options, conditional sales contracts,

assessments, levies, limitations, charges or encumbrances of any nature

whatsoever (collectively, "Liens") except for Permitted Encumbrances. For

purposes of this Agreement, "Permitted Encumbrances" means (i) the Existing

Title Exceptions, (ii) zoning ordinances and regulations which do not

materially adversely affect the use of the Owned Real Property or Leased

Real Property for its current uses after Closing, (iii) liens for taxes or

assessments not yet due and payable, (iv) any of the following that have

been recorded: easements, encumbrances not securing a financial obligation,

covenants, conditions, reservations, restrictions and other matters, (v)

mechanics', materialmen's, carriers', workers', repairers' and other

similar liens arising or incurred in the ordinary and usual course of

business relating to obligations reflected on the Recent Balance Sheet or

the Final Closing Balance Sheet and as to which there is no material

default, and (vi) other matters, other than liens, which do not materially

adversely affect the use or value of the Company's assets. For purposes of

this Agreement, "Existing Title Exceptions" means all of the exceptions set

forth in Schedule B of the title commitment or policy applicable to a

parcel of Owned Real Property and any matters shown on the survey for such

parcel of Owned Real Property that indicate the existence of Liens not

<PAGE>

listed in the title commitment or policy. To the knowledge of Team, there

are no encumbrances referenced in sub-sections (ii), (iv) and (vi) above.

None of Company's machinery or inventory is subject to any restrictions

with respect to the transferability thereof; and the Company's title

thereto will not be affected in any way by the transactions contemplated

hereby.

3.12.(b) Owned Real Property. Company has good and marketable title to

the Owned Real Estate Property, free and clear of all mortgages, liens,

encumbrances, easements, covenants, reservations, restrictions,

rights-of-way except for Permitted Encumbrances. There are now in full

force and effect duly issued certificates of occupancy permitting the Owned

Real Property and improvements located thereon to be legally used and

occupied as the same are now constituted. To the knowledge of Team, there

is no pending or threatened restriction or denial, governmental or

otherwise which would prohibit or adversely affect the ordinary rights of

access to and from the Owned Real Property from and to the existing

highways and roads. To the knowledge of Team, there is not (i) any claim of

adverse possession or prescriptive rights involving any of the Owned Real

Property, (ii) any structure located on any Real Property which encroaches

on or over the boundaries of neighboring or adjacent properties or (iii)

except as disclosed on the surveys provided to Buyer pursuant to Section

5.2, any structure of any other party which encroaches on or over the

boundaries of any of

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