Exhibit 10.21

STOCK PURCHASE AGREEMENT

Dated July 8, 2002

Among

MOTOR PRODUCTSOWOSSO CORPORATION,
MOTOR PRODUCTSOHIO CORPORATION,
OWOSSO CORPORATION,

and

HATHAWAY MOTION CONTROL CORPORATION

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TABLE OF CONTENTS

|                                                                    |  |       |  |                                                                       |  | Page
|------------------------------------------------------------------- |  | ----- |  | --------------------------------------------------------------------- |  | ----
|ARTICLE I THE TRANSACTION                                           |  | 1    
|                                                                    |  | 1.1.  |  | Sale and Purchase of Stock.                                           |  | 1   
|                                                                    |  | 1.2.  |  | Consideration and Payment.                                            |  | 1   
|                                                                    |  | 1.3.  |  | Closing Time and Place.                                               |  | 1   
|                                                                    |  | 1.4.  |  | Deliveries and Proceedings at the Closing.                            |  | 2   
|ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER |  | 2    
|                                                                    |  | 2.1.  |  | Corporate Existence and Power.                                        |  | 2   
|                                                                    |  | 2.2.  |  | Capitalization.                                                       |  | 3   
|                                                                    |  | 2.3.  |  | Subsidiaries.                                                         |  | 3   
|                                                                    |  | 2.4.  |  | Consents and Governmental Authorization.                              |  | 4   
|                                                                    |  | 2.5.  |  | Authorization and Enforceability.                                     |  | 4   
|                                                                    |  | 2.6.  |  | Non-Contravention.                                                    |  | 4   
|                                                                    |  | 2.7.  |  | Financial Statements.                                                 |  | 5   
|                                                                    |  | 2.8.  |  | No Undisclosed Material Liabilities.                                  |  | 5   
|                                                                    |  | 2.9.  |  | No Material Adverse Changes.                                          |  | 5   
|                                                                    |  | 2.10. |  | Taxes.                                                                |  | 7   
|                                                                    |  | 2.11. |  | No Pending Litigation or Proceedings.                                 |  | 8   
|                                                                    |  | 2.12. |  | Material Contracts.                                                   |  | 9   
|                                                                    |  | 2.13. |  | Contract Compliance.                                                  |  | 10  
|                                                                    |  | 2.14. |  | Compliance with Laws.                                                 |  | 10  
|                                                                    |  | 2.15. |  | Environmental Compliance.                                             |  | 11  
|                                                                    |  | 2.16. |  | Assets.                                                               |  | 16  
|                                                                    |  | 2.17. |  | Transactions with Related Parties.                                    |  | 12  
|                                                                    |  | 2.18. |  | Compensation Arrangements; Bank Accounts.                             |  | 12  
|                                                                    |  | 2.19. |  | Labor Relations.                                                      |  | 13  
|                                                                    |  | 2.20. |  | Insurance.                                                            |  | 14  
|                                                                    |  | 2.21. |  | Intellectual Property.                                                |  | 14  
|                                                                    |  | 2.22. |  | Employee Benefit Plans.                                               |  | 16  
|                                                                    |  | 2.23. |  | Finders' Fees.                                                        |  | 18  
|                                                                    |  | 2.24. |  | Other Representations Regarding the Company's Assets and Liabilities. |  | 18  
|                                                                    |  | 2.25. |  | Significant Customers and Vendors.                                    |  | 23  
|                                                                    |  |       |  |                                                                       |  |     

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|                                                    |  | 2.26. |  | Backlog.                                             |  | 23
|--------------------------------------------------- |  | ----- |  | ---------------------------------------------------- |  | --
|                                                    |  | 2.27. |  | Disclosure.                                          |  | 23
|ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUYER |  | 24   
|                                                    |  | 3.1.  |  | Organization and Good Standing.                      |  | 24
|                                                    |  | 3.2.  |  | Corporate Power and Authority.                       |  | 24
|                                                    |  | 3.3.  |  | Due Authorization.                                   |  | 24
|                                                    |  | 3.4.  |  | Finders' Fees.                                       |  | 24
|                                                    |  | 3.5.  |  | Investment Intent.                                   |  | 24
|                                                    |  | 3.6.  |  | Consents and Governmental Authorization.             |  | 24
|                                                    |  | 3.7.  |  | Non-Contravention.                                   |  | 24
|ARTICLE IV CONDITIONS TO CLOSING                    |  | 24   
|                                                    |  | 4.1.  |  | Conditions Precedent to Obligations of Buyer.        |  | 24
|                                                    |  | 4.2.  |  | Conditions Precedent to Obligations of Seller.       |  | 26
|ARTICLE V TERMINATION OF AGREEMENT                  |  | 27   
|                                                    |  | 5.1.  |  | Grounds for Termination.                             |  | 27
|                                                    |  | 5.2.  |  | Effect of Termination.                               |  | 27
|                                                    |  | 5.3.  |  | Deposit.                                             |  | 28
|ARTICLE VI TAX MATTERS                              |  | 28   
|                                                    |  | 6.1.  |  | Additional Tax Definitions.                          |  | 28
|                                                    |  | 6.2.  |  | Tax Returns and Payments.                            |  | 28
|                                                    |  | 6.3.  |  | Adjustments.                                         |  | 29
|                                                    |  | 6.4.  |  | Indemnification.                                     |  | 30
|                                                    |  | 6.5.  |  | Cooperation; Furnishing of Information.              |  | 30
|                                                    |  | 6.6.  |  | Record Retention.                                    |  | 31
|                                                    |  | 6.7.  |  | Code Section 338(h)(10) Election.                    |  | 31
|ARTICLE VII COVENANTS                               |  | 31   
|                                                    |  | 7.1.  |  | Conduct of Business.                                 |  | 31
|                                                    |  | 7.2.  |  | No Solicitation, Confidentiality, Etc.               |  | 32
|                                                    |  | 7.3.  |  | Necessary Consents.                                  |  | 32
|                                                    |  | 7.4.  |  | Settlement of Certain Intercompany Transactions.     |  | 33
|                                                    |  | 7.5.  |  | Noncompetition, Nonsolicitation and Confidentiality. |  | 33
|ARTICLE VIII INDEMNIFICATION                        |  | 34   
|                                                    |  | 8.1.  |  | Survival.                                            |  | 34
|                                                    |  |       |  |                                                      |  |   

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|                         |  | 8.2.  |  | Indemnification.                                             |  | 35
|------------------------ |  | ----- |  | ------------------------------------------------------------ |  | --
|                         |  | 8.3.  |  | Method of Asserting Claims.                                  |  | 36
|                         |  | 8.4.  |  | Limitations; Exclusive Remedy; Maximum Indemnification.      |  | 38
|ARTICLE IX MISCELLANEOUS |  | 39   
|                         |  | 9.1.  |  | Notices.                                                     |  | 39
|                         |  | 9.2.  |  | Succession and Assignment.                                   |  | 40
|                         |  | 9.3.  |  | Costs and Expenses.                                          |  | 40
|                         |  | 9.4.  |  | Public Announcements.                                        |  | 40
|                         |  | 9.5.  |  | Headings.                                                    |  | 40
|                         |  | 9.6.  |  | Counterparts.                                                |  | 40
|                         |  | 9.7.  |  | Amendment and Waiver.                                        |  | 40
|                         |  | 9.8.  |  | Entire Agreement.                                            |  | 40
|                         |  | 9.9.  |  | Governing Law.                                               |  | 40
|                         |  | 9.10. |  | Specific Performance; Remedies.                              |  | 40
|                         |  | 9.11. |  | Selection of a Forum.                                        |  | 41
|                         |  | 9.12. |  | Absence of Third Party Beneficiary Rights.                   |  | 41
|                         |  | 9.13. |  | Time of Essence.                                             |  | 41
|                         |  | 9.14. |  | Pre-July 1, 2000 Workers Compensation.                       |  | 41
|                         |  | 9.15. |  | MAPICS Software.                                             |  | 41
|                         |  | 9.16. |  | Environmental Related Issues.                                |  | 41
|                         |  | 9.17. |  | Declaration of Restrictive Covenant; Due Care Documentation. |  | 44
|                         |  | 9.18. |  | Purchase Option; Right of First Refusal.                     |  | 44

|EXHIBITS  |  |                                            
|--------- |  | -------------------------------------------
|          |  |                                            
|Exhibit A |  | Form of Escrow Agreement                   
|Exhibit B |  | Form of Note                               
|Exhibit C |  | Financial Statements                       
|Exhibit D |  | Form of Declaration of Restrictive Covenant

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CERTAIN DEFINED TERMS

The following is a list of certain defined terms used in this Agreement.

|Accounts Receivable              |  | Section 2.24(a)
|-------------------------------- |  | ---------------
|Action                           |  | Section 2.21(b)
|Additional Transaction Documents |  | Section 2.5    
|Adjustments                      |  | Section 6.1    
|Affiliate                        |  | Section 7.5(c) 
|Affiliated Group                 |  | Section 2.10(a)
|Affiliation Year(s)              |  | Section 2.10(a)
|Agreement                        |  | Preamble       
|Balance Sheet                    |  | Section 2.7    
|Balance Sheet Date               |  | Section 2.7    
|Benefit Arrangement              |  | Section 2.22(a)
|blue sky                         |  | Section 2.4(b) 
|Business Day                     |  | Section 1.3    
|Buyer                            |  | Preamble       
|Buyer Cap                        |  | Section 8.4(b) 
|Buyer Company Damages            |  | Section 8.2(a) 
|Buyer Company Persons            |  | Section 8.2(a) 
|Buyer Deductible Amount          |  | Section 8.4(b) 
|Cash Consideration               |  | Section 1.2    
|Cap                              |  | Section 8.4(a) 
|CERCLA                           |  | Section 2.15(a)
|Change of Control                |  | Section 7.5(c) 
|Closing                          |  | Section 1.3    
|Closing Date                     |  | Section 1.3    
|Code                             |  | Section 2.10(a)
|Company                          |  | Preamble       
|Company Domain Name              |  | Section 2.21(b)
|Company Securities               |  | Section 2.2    
|Company Website                  |  | Section 2.21(b)
|Company Stock                    |  | Background     
|Common Stock                     |  | Section 2.2    
|Consideration                    |  | Section 1.2    
|Consolidated Returns             |  | Section 2.10(a)
|Damages                          |  | Section 8.2(a) 
|Deductible Amount                |  | Section 8.4(a) 
|Design Defects                   |  | Section 2.24(e)
|Disclosure Schedules             |  | Article II     
|Employee Plan                    |  | Section 2.22(a)
|Environment                      |  | Section 2.15(a)
|Environmental Laws               |  | Section 2.15(a)
|Environmental Permits            |  | Section 2.15(a)
|ERISA                            |  | Section 2.22(a)
|ERISA Affiliate                  |  | Section 2.22(a)
|Excluded Cash                    |  | Section 9.3    
|Financial Statements             |  | Section 2.7    
|GAAP                             |  | Section 2.7    
|Governmental Body                |  | Section 2.4    

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|Hazardous Substance                |  | Section 2.15(a)    
|---------------------------------- |  | -------------------
|Indemnifying Parties               |  | Section 8.2(b)     
|Indemnified Persons                |  | Section 8.2(b)     
|Interim Financials                 |  | Section 2.7        
|Inventory                          |  | Section 2.24(c)    
|IRS                                |  | Section 6.1        
|Knowledge                          |  | Section 2.1        
|Leased Real Property               |  | Section 2.24(h)(ii)
|Liabilities                        |  | Section 2.8        
|Licensed Intellectual Property     |  | Section 2.21(a)    
|Lien                               |  | Section 1.4        
|Material Adverse Effect            |  | Section 2.1(a)     
|MP Ohio                            |  | Preamble           
|MP Ohio Common Stock               |  | Section 2.2        
|MP Owosso                          |  | Preamble           
|MP Owosso Common Stock             |  | Section 2.2        
|Multiemployer Plan                 |  | Section 2.22(a)    
|Note                               |  | Section 1.2        
|NREPA                              |  | Section 2.15(c)    
|Occupational Safety and Health Law |  | Section 9.15       
|Owned Intellectual Property        |  | Section 2.21(a)    
|Owned Real Property                |  | Section 2.24(h)(i) 
|Permitted Liens                    |  | Section 2.16       
|Person                             |  | Section 2.1(a)     
|Post-Affiliation Year              |  | Section 6.1        
|Previous Sales Effort Expenses     |  | Section 9.3        
|Regulations                        |  | Section 6.1        
|Related Party                      |  | Section 2.17       
|Release                            |  | Section 2.15(a)    
|Retiree Medical Plan               |  | Section 2.22(m)    
|Securities Act                     |  | Section 2.4(a)     
|Seller                             |  | Preamble           
|Seller Damages                     |  | Section 8.2(b)     
|Seller Persons                     |  | Section 8.2(b)     
|Significant Customers              |  | Section 2.25       
|Subsidiary                         |  | Section 2.3        
|Tax                                |  | Section 2.10(a)    
|Taxes                              |  | Section 2.10(a)    
|Tax Authority                      |  | Section 2.10(a)    
|Tax Returns                        |  | Section 2.10(a)    
|Term                               |  | Section 7.5(a)     
|Territory                          |  | Section 7.5(a)     
|Third Party Claim                  |  | Section 8.3(a)     

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STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT(this "Agreement") is dated
July 8, 2002, by and among Hathaway Motion Control Corporation, a Colorado corporation ("Buyer"),Motor ProductsOwosso Corporation, a Delaware corporation ("MP Owosso"), Motor ProductsOhio Corporation, a Delaware corporation
("MP Ohio," and together with MP Owosso, the "Company"), and Owosso Corporation, a Pennsylvania
corporation, and the sole stockholder of the Company ("Seller").

BACKGROUND

Seller owns all of the issued and outstanding shares of capital stock of the Company (the "Company Stock"). Buyer
desires to purchase, and Seller desires to sell, the Company Stock on the terms and subject to the conditions set forth in this Agreement.

TERMS

In consideration of the mutual representations, warranties and covenants contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I
THE TRANSACTION

1.1.Sale and Purchase of Stock.At the Closing referred to in Section 1.3 below, Seller will sell to
Buyer, and Buyer will purchase from Seller, all his or its shares of the Company Stock for the consideration set forth in Section 1.2.

1.2.Consideration and Payment.In consideration of the sale and transfer of the Company Stock pursuant to
Section 1.1 above, Buyer shall pay to Seller an aggregate amount in cash equal to $11,800,000.00 (the "Consideration"). Upon the execution of
this Agreement, Buyer shall deliver $2,000,000.00 of the Consideration (the "Deposit") to Bank One, NA (with its main office in Chicago, Illinois,
hereinafter "Bank One, NA"), as "Escrow Agent," to be held in escrow pursuant to the Escrow Agreement attached hereto as Exhibit A. In accordance with
Section 1.4(b), at the Closing, the Consideration shall be delivered by Buyer to Seller as follows:
(a) $9,500,000.00 in U.S. currency via wire transfer of immediately available funds to the accounts designated in writing by Seller (the "Cash
Consideration"); and (b) $300,000.00 payable through delivery of Buyer's promissory note (the "Note") in said principal
amount in the form attached asExhibit B, guaranteed by Hathaway Corporation, parent of Buyer, and payable on the six month anniversary of the
Closing Date, and which shall be a source for the payment and discharge of any indemnification obligation of Seller set forth in Article VIII; provided, that the Note shall not be an exclusive
source of recovery for such obligations. In addition, in accordance with Section 1.4(d), at the Closing, the Deposit shall be released from escrow and paid over to Seller.

1.3.Closing Time and Place.The consummation and closing of the transactions contemplated under this Agreement
(the "Closing") will take place on the earlier of (a) the first Business Day following the date on which the Hathaway Power Sale occurs or (b) November 1, 2002 (unless earlier
terminated pursuant to Article V) at the offices of Pepper Hamilton LLP, counsel for the Company and Seller, 3000 Two Logan Square, 18th & Arch Streets, Philadelphia, Pennsylvania, at
10:00 a.m., or at such other time, date or place as Buyer and Seller shall mutually agree in writing. The date on which the Closing occurs is sometimes referred to herein as the "Closing Date."
"Business Day" means any calendar day which is not a Saturday, Sunday or other day on which banks are authorized to close in the Commonwealth of Pennsylvania. "Hathaway Power Sale" means the date of
the Closing under and as defined in that certain Asset Purchase Agreement dated May 17, 2002 (the "Hathaway/Qualitrol Agreement") among Qualitrol
Power Products, LLC, ("Qualitrol Power"), Danaher UK Industries,

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Limited ("Danaher"), (Qualitrol Power and Danaher are referred to individually and collectively as
"Qualitrol"), Hathaway Corporation and certain of its Affiliates (Hathaway Corporation and such Affiliates are referred to individually and collectively
as "Hathaway").

1.4.Deliveries and Proceedings at the Closing.At the Closing:



As
used in this Agreement, the term "Lien" means (a) any lien (including any lien relating to Taxes (as that term is defined in
Section 2.10 hereof)), pledge or negative pledge, (b) any mortgage, deed of trust, security interest, charge in the nature of a lien or security interest, (c) any title retention
agreement, right of first refusal, right of first purchase or other similar option, (d) any conditional sale agreement, easement, right of way, variance or other real estate declaration, or
(e) any other transfer or other restriction, servitude or other encumbrance or interest of another Person.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER

The Company and Seller hereby, jointly and severally, represent and warrant to Buyer as of the date of this Agreement (which representations and warranties are to
be repeated as a condition of Closing as of the Closing Date (as though the Closing Date were then substituted for "the date of this Agreement," "the date hereof" or similar terms throughout this
Article II)), subject in both instances to the disclosures set forth in the disclosure schedules attached hereto (the "Disclosure Schedules"), as
follows:

2.1.Corporate Existence and Power.



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As
used in this Agreement, "Material Adverse Effect," with respect to any Person, means a material adverse effect or impact on the condition (financial
or otherwise), business, properties, assets, Liabilities (as that term is defined in Section 2.8) (including contingent Liabilities), prospects, operations or results of operations of such
Person taken as a whole;provided, however,that a Material Adverse Effect, as applied to the Company, shall not be deemed to have occurred if such
changes involve only (i) adverse changes in general economic conditions or general changes in any of the principal markets served by the Company, (ii) shortages or price changes relating
to materials used or processed by the Company or (iii) changes in applicable laws or in GAAP (as that term is defined in Section 2.7). As used in this Agreement, the term
"Knowledge" means, with respect to the Company and Seller, the actual knowledge after due and reasonable inquiry of James Jury, George B. Lemmon, Jr.
and Bill Stout. As used in this Agreement, the term "Person" means any individual, corporation, partnership, firm, joint venture, limited liability
company, association, joint-stock company, trust, unincorporated organization or Governmental Body (as that term is defined in Section 2.4).



2.2.Capitalization.The authorized capital stock of MP Owosso consists of 1,000 shares of common stock, $.01
par value per share (the "MP Owosso Common Stock"). The authorized capital stock of MP Ohio consists of 1,000 shares of common stock, $.01 par value per
share (the "MP Ohio Common Stock," and together with the MP Owosso Common Stock, the "Common Stock"). Schedule 2.2sets forth, as of the date hereof, all outstanding shares of each class of capital stock of the Company. All outstanding shares of
Company Stock have been duly authorized and validly issued and are fully paid and nonassessable and are owned by Seller. Except for the Company Stock, there are no outstanding (i) shares of
capital stock, other securities or phantom or other equity interests of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or other
securities of the Company or (iii) options, warrants or other rights to acquire from the Company any capital stock, other securities or phantom or other equity interests of the Company (the
items in
clauses (i), (ii) and (iii) being referred to collectively as the "Company Securities"). There are no outstanding obligations of the
Company, actual or contingent, to issue or deliver or to repurchase, redeem or otherwise acquire any Company Securities. Except for a pledge of the Company Stock to in favor of Bank One, NA, as agent
for the benefit of itself and PNC Bank, National Association, which is to be released as a condition of Closing, there are no existing rights of first refusal, buy-sell arrangements,
options, warrants, rights, calls, or other commitments or restrictions of any character relating to any of the Company Stock, other than restrictions on transfer imposed by the federal and state
securities laws.

2.3.Subsidiaries.The Company does not have any Subsidiaries or own any capital stock, securities convertible
into capital stock, or any other equity security in any other corporation, partnership, limited partnership, limited liability company, association, joint venture or other Person. For the purposes of
this Agreement, a "Subsidiary" of an entity shall mean a corporation, limited

3

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liability company or other entity (i) more than 50% of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or
(ii) which does not have outstanding shares or securities (as may be the case in a partnership, limited liability company, joint venture or unincorporated association), but more than 50% of
whose ownership interest representing the right to make decisions for such other entity is, now or hereafter owned or controlled, directly or indirectly, by such entity.

2.4.Consents and Governmental Authorization.The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby by the Company and Seller require no consent, approval or action by or in respect of, or filing with, any third party or governmental department,
commission, board, body, agency, official or authority having jurisdiction over the Company or its business as currently conducted or Seller (each a "Governmental Body") other than:



2.5.Authorization and Enforceability.This Agreement and all other agreements and instruments deliverable by
Seller or the Company pursuant hereto (collectively, the "Additional Transaction
Documents") have been duly executed and delivered by the Company and Seller and constitute the legal, valid and binding obligations of them, enforceable against the Company and Seller in accordance
with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights and remedies of creditors generally, provided
that no representation or warranty is made as to the availability of any equitable or other specific remedy upon any breach of this Agreement. Upon delivery to Buyer at the Closing of certificates
representing Seller's Company Stock in accordance herewith, Buyer will acquire good and valid title to such Company Stock, free and clear of all Liens (except for restrictions on transfer imposed by
federal or state securities laws).

2.6.Non-Contravention.The execution and delivery of this Agreement and the Additional Transaction
Documents do not, and the consummation of the transactions contemplated by this Agreement and the Additional Transaction Documents and the compliance with the terms, conditions and provisions of this
Agreement and the Additional Transaction Documents the Company and Seller, will not (a) contravene any provision of the Company's or Seller's certificate of incorporation or
by-laws, as amended to date; (b) conflict with or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice or both,
constitute a breach or default) under any of the terms, conditions or provisions of any indenture, mortgage, deed of trust, loan or credit agreement or any other agreement, instrument, license or
permit to which the Company or Seller is a party or by which any of them or any of their assets may be bound or affected, or any judgment or order of any court or Governmental Body, domestic or
foreign, or any applicable law, rule or regulation; (c) result in the creation or imposition of any Lien upon any of the Company's assets or the Company Stock or give to others any interests or
rights therein; (d) result in a breach, termination maturation or acceleration of any Liability or obligation of the Company or Seller (or give others the right to cause such a breach,
termination, maturation or acceleration); or (e) assuming compliance with the matters referred to onSchedule 2.4, contravene or conflict
with or constitute a violation of any provision of any lease, contract, agreement or commitment required to be set forth onSchedule 2.12or any
permit, law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or Seller, except for such contraventions, conflicts, defaults, breaches, Liens, interests,
rights,

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Liabilities or obligations which are set forth onSchedule 2.6, none of which are material to the Company.

2.7.Financial Statements.The Company or Seller has delivered to Buyer the following financial statements (the
"Financial Statements"):



The
Financial Statements now or when delivered, as the case may be: (i) present fairly in all material respects the financial position of the Company as of the dates thereof, and
the results of its operations for the periods covered thereby, after the elimination of all intercompany accounts and activities between Seller and the Company, (ii) are in accordance with the
books and records of the Company (which books and records are complete and accurate in all material respects) and (iii) have been prepared in accordance with generally accepted accounting
principles, as defined by the Financial Accounting Standards Board ("GAAP") consistently applied, except as otherwise specified therein and except that
the Interim Financials do not have the necessary notes and other disclosures and the Interim Financials are subject to normal year end adjustments, which individually or in the aggregate will not be
material. Since the dates of the Financial Statements, there have been no material changes in the accounting policies of the Company (including any changes in depreciation or amortization policies or
rates) and no revaluation of any of the assets by the Company. Seller has delivered to Buyer true and complete copies of all management letters, if any, relating to any audit or review of the
financial statements or books of the Company in respect of the fiscal years covered by the Financial Statements, and all other letters or documentation, if any, relating to the internal
controls and/or other accounting practices of the Company. All references in this Agreement to the "Balance Sheet" shall mean the balance sheet of the
Company as of April 30, 2002 included in the Interim Financials and all references to the "Balance Sheet Date" shall mean April 30, 2002.

2.8.No Undisclosed Material Liabilities.To the Company's and Seller's Knowledge, the Company has no material
Liability of any nature, whether accrued, absolute, or contingent, except for Liabilities that are (a) reflected or reserved against on the Balance Sheet, (b) incurred in the ordinary
course of business since the Balance Sheet Date, (c) incurred in connection with or as a result of the transactions contemplated by this Agreement (all of which shall be paid by Seller as
provided in Section 9.3) or (d) disclosed onSchedule 2.8hereto. "Liabilities"
means (a) all indebtedness (whether for borrowed money or otherwise), Damages (as defined in Section 8.2(a) of this Agreement), Liens, penalties, fines, costs, expenses and other
liabilities or obligations, whether direct or indirect, fixed or contingent (including any loss contingency), accrued or unaccrued, liquidated or unliquidated, asserted or unasserted or known or
unknown, and (b) any guarantees, surety arrangements or endorsements (other than endorsements for deposits or collection of checks in the ordinary course of business) with respect to any of the
Liabilities described inclause (a)of any other Person, in any case whether or not the amount thereof is currently ascertainable.

2.9.No Material Adverse Changes.Since the Balance Sheet Date, the Company has conducted its business in the
ordinary course consistent with past practice. Since the Balance Sheet Date, except as set forth onSchedule 2.9, there has not been:



5

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2.10.Taxes.



"Affiliated Group"means the affiliated group of corporations (within the meaning of Section 1504(a) of the Code) of which
Seller is the common parent, and of which the Company is and has been (since acquired by any member thereof) a member.

"Affiliation Year(s)"means each taxable year or period applicable to the Company ending on or before the Closing Date during which the
Company was a member of the Affiliated Group.

"Code"means the Internal Revenue Code of 1986, as amended, or any successor thereto.

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"Consolidated Return(s)"means the consolidated United States Federal income return(s) of the Affiliated Group.

"Taxes"means all federal, state, local, foreign net income, alternative or add-on minimum tax, estimated, gross income, gross
receipts, sales, use, ad valorem, value added, transfer, franchise, capital profits, lease, service, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property,
environmental or windfall profit taxes, customs, and duties, together with all interest, penalties, additions to tax and additional amounts with respect thereto, and the term
"Tax" means any one of the foregoing Taxes.

"Tax Returns"means all returns, declarations, reports, claims for refund, information statements and other documents required to be filed
by the parties relating to Taxes, including all schedules and attachments thereto, and including all amendments thereof, and the term "Tax Return" means
any one of the foregoing Tax Returns.

"Tax Authority"means any governmental authority responsible for the imposition of any Tax.



2.11.No Pending Litigation or Proceedings.Except as indicated on Schedule 2.11, there are no actions, suits or
proceedings pending or, to the Company and Seller's Knowledge, threatened, at law or in equity, by
or before any court, Governmental Body or arbitrator (a) against the Company or any of its assets or against the directors or officers of the Company with respect to their role as an officer or
director of the Company, nor to Seller's and Company's Knowledge, is there any basis for any such

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action, or (b) adversely affecting any Seller's Company Stock or Seller's rights thereto. There are presently no outstanding judgments, decrees, injunction or orders of any court, Governmental
Body or arbitrator against or adversely affecting the Company or any of its assets or its business as currently conducted or adversely affecting Seller's Company Stock or Seller's rights thereto.

2.12.Material Contracts.Except as set forth on Schedule 2.12, the Company is not a party to, nor are it or its assets
bound by, any written or verbal lease, contract, agreement or commitment
of the following types:



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2.13.Contract Compliance.All leases, contracts, agreements and other commitments referred to in
subsection (a) through subsection (u) of Section 2.12 above are in full force and effect. True and complete copies of each such written lease, contract, agreement or
commitment, and written summaries setting forth all material terms of each such oral lease, contract agreement or commitment, have been delivered by Seller to Buyer. Except as disclosed on Schedule 2.13, neither the Company nor, to the Company and Seller's Knowledge, any other party thereto is in material default under any of the
terms thereof and no event has occurred that with the passage of time or the giving of notice or both would constitute such a default by the Company, or to the Knowledge of the Company and Seller, any
other party under any provision thereof.

2.14.Compliance with Laws.Except as indicated on Schedule 2.14and set forth in Section 2.15:



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2.15.Environmental Compliance.



"CERCLA"means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §9601 et seq., as
amended, and the regulations promulgated thereunder, and court decisions in respect thereof, all as shall be in effect at the time of this Agreement.

"Environment"means any and all environmental media, including, without limitation, ambient air, surface water, ground water, drinking
water supply, land surface or subsurface strata.

"Environmental Laws"means any and all applicable federal, state and local statutes, laws, regulations, ordinances, rules, orders,
decrees, codes, plans, permits, licenses, agreements, or governmental restrictions (including common law), relating to public health, welfare, the Environment or to emissions, discharges or the
Release of any Hazardous Substance into the Environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous
Substances or the assessment, clean-up or other remediation thereof in effect at the time of this Agreement with respect to the Owned Real Property and Leased Real Property.

"Environmental Permits"means any and all governmental permits, licenses, grants, agreements, authorizations, registrations or other
governmental approvals or restrictions issued or required under any Environmental Laws.

"Hazardous Substance"means any material, chemical, compound, mixture, solution, substance, waste, pollutant, or contaminant defined,
listed, classified or regulated under any Environmental Law.

"Release"means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or
disposing as defined under and in violation of any Environmental Laws into the Environment (including, without limitation, the abandonment or discarding of barrels, containers or other closed
receptacles containing any Hazardous Substance).



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2.17.Transactions with Related Parties.A "Related Party" means
Seller, any of the officers or directors of the Company or of Seller, any affiliate, associate or relative of Seller or of the Company, or any of their respective officers or directors, or any
business or entity in which Seller, the Company or any affiliate, associate or relative of any such persons has any direct or material indirect interest. Since January 1, 2002 and except as
disclosed onSchedule 2.17, no Related Party has or has had:



Since
January 1, 2002, no Liability of any Related Party to the Company has been terminated, settled, compromised, reduced or forgiven. As of immediately prior to the Closing, (a) all
Liabilities of any Related Party to the Company shall be paid in full in accordance with their terms and (b) effective as of immediately prior to the Closing, the Company shall have no
Liability to any Related Party.

2.18.Compensation Arrangements; Bank Accounts.Schedule 2.18hereto sets forth the following information:



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2.19.Labor Relations.



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2.20.Insurance.Attached hereto asSchedule 2.20is a
complete list of all policies of insurance covering the Company including, without limitation, policies of life, fire, theft, workers' compensation, employee fidelity and other casualty and liability
insurance, environmental liability insurance and business interruption insurance, and such policies are in full force and effect and enforceable in accordance with their terms. With respect to each
such insurance policy: (a) none of the Company, Seller or, to the Company and Seller's Knowledge, any other party to the policy, is in material breach or default (including with respect to the
payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a material breach or material default by the Company, Seller or
any other party to the policy, or permit termination, material modification, or acceleration under the policy; and (b) to the Company and Seller's Knowledge, no other party to the policy has
repudiated any provision thereof. There are no claims, actions, proceedings or suits arising out of or based upon any of such policies nor, to the Company's and Seller's Knowledge, does any basis for
any such claim, action, suit or proceeding exist. All premiums have been paid on such policies as of the date of this Agreement and shall be paid on such policies through the Closing Date. The Company
has been covered during the five years prior to the date of this Agreement by insurance in scope and amount equivalent to the policies of insurance set forth on Schedule 2.20. All claims made
during such five-year period with respect to any insurance coverage of the Company are set forth on Schedule 2.20.

2.21.Intellectual Property.



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Without
limiting the generality of the foregoing paragraph: (i) Company has duly registered the domain name of its site on the World Wide Web (the "Company
Domain Name") located at www.motorproducts.net (the "Company Website"), and is the sole and exclusive owner of and possesses all
rights necessary to use the Company Domain Name; (ii) Company has the right to operate the Company Website and to use, market, develop, sell, license, display, distribute, publish and transmit
all information, content, software and other materials available at the Company Website; and (iii) to the Company and Seller's Knowledge, none of the Company Website, Company's operation
thereof, the Company Domain Name or any of the information, content, software or other materials available at any Company Website infringes upon, violates or constitutes a misappropriation of any
Company's Proprietary Rights or other right of any other person or entity or of any applicable law or regulation.



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2.16.Assets.Except for the Liens set forth onSchedule 2.16(all of which Liens other than Permitted Liens shall be terminated by Seller as of the Closing), the Company has good and marketable title to, or the valid right to use, all of
its properties and assets, including the properties and assets reflected in the Balance Sheet (except Inventory disposed of in the ordinary course of business consistent with past practice at
historical margins since the Balance Sheet Date), free and clear of any Lien, except liens for Permitted Liens. The assets owned or held under a right to use by the Company constitute all of the real,
personal and mixed assets and property, both tangible and intangible, including intellectual property, which are being used or held for use by the Company in the conduct of the business and operations
of the Company, consistent with historical and current practices. Each tangible asset material to the Company's business has been maintained in accordance with historical practice and is in good
operating condition and repair (subject to normal wear and tear).

"Permitted Liens"means (a) statutory Liens for current taxes, assessments or other governmental charges not yet due and payable or
the amount or validity of which is being contested in good faith by appropriate proceedings, to the extent such Liens in the aggregate do not exceed the reserves therefore set forth on the Balance
Sheet; (b) mechanics', carriers', workers', repairers' and similar Liens arising or incurred in the ordinary course of business, to the extent such Liens do not in the aggregate exceed $50,000;
(c) zoning, variances, easements, rights of way, entitlement and other land use laws by Governmental Bodies, which individually or in the aggregate when taken together with all other such items
do not and will not materially interfere with the ownership, use, value, operation or marketability of the affected property; (d) deposits under workers compensation, unemployment insurance,
social security or similar laws,to the extent such deposits are fully funded in accordance with applicable law; or (e) such other imperfections
of title or Liens which do not individually or in the aggregate when taken together with all other such imperfections of title or Liens do not materially interfere with the ownership, use, value,
operation or marketability of the affected property.



2.22.Employee Benefit Plans.The following terms, as used herein, having the following meanings:

"Benefit Arrangement"means each employment, severance or other similar contract, arrangement or policy (written or oral) and each plan or
arrangement (written or oral) providing for severance benefits, insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental
unemployment benefits, vacation benefits, retirement benefits or for deferred compensation, profit-sharing, bonuses, stock options, stock appreciation rights or other forms of incentive compensation
or post-retirement insurance, compensation or benefits that (i) is not an Employee Plan, (ii) is entered into, maintained or contributed to, as the case may be, by the
Company or any of its ERISA Affiliates and (iii) covers any employee or former employee of the Company.

"Employee Plan"means each "employee benefit plan," as such term is defined in Section 3(3) of ERISA, that (i) is
subject to any provision of ERISA and (ii) is maintained or contributed to by the Company or any of its ERISA Affiliates, as the case may be.

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

"ERISA Affiliate"of any entity means any other entity that, together with such entity, would be treated as a single employer under
Section 414 of the Code.

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"Multiemployer Plan"means each Employee Plan that is a multiemployer plan, as defined in Section 3(37) of ERISA.



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2.23.Finders' Fees.Except as set forth on Schedule 2.23, there is no investment banker, broker, finder or other
intermediary which has been retained by or is authorized to act on behalf
of Seller or the Company which might be entitled to any fee or commission from Buyer, Seller or the Company upon consummation of the transactions contemplated by this Agreement. Such fee or commission
shall be paid by Seller as of the Closing, and the Company shall have no Liability (and no cash or other assets of the Company shall be used for) the payment of such fee or commission.

2.24.Other Representations Regarding the Company's Assets and Liabilities.



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2.25.Significant Customers and Vendors.



2.26.Backlog.Schedule 2.26lists all pending customer
orders and contracts as of June 17, 2002 (and such Schedule shall be updated for Closing to a date within three (3) days of Closing). All such customer orders and contracts were entered
into in the ordinary course of business, consistent with past practice.

2.27.Disclosure.Neither this Agreement, the Schedules hereto, any document delivered pursuant to this
Agreement, nor any document or information provided to Buyer by the Company or Seller or any employee or agent thereof in the course of Buyer's due diligence investigation and the negotiation of this
Agreement contain any untrue statement of any material fact or omit to state a material fact necessary in order to make the statements contained herein or therein not misleading. There is no fact
known to the Company or Seller (other than general economic or industry conditions or eventual technological obsolescence of Company products) that is reasonably likely to have a Material Adverse
Effect, which has not been set forth in this Agreement or such Schedules.

The
identification of an item on one Schedule to this Agreement shall apply only to such Schedule and the correspondingly numbered representation and warranty and not to any other
Schedule or representation and warranty. Seller acknowledges that the fact that it has made disclosures pursuant to Article II or the Schedules thereto of matters which result in Damages to
Buyer shall only apply to qualify the representation or warranty in respect of which each Schedule disclosure is made and shall not otherwise relieve Seller of its obligation pursuant to
Article VIII of this Agreement to indemnify and hold harmless Buyer from Damages as required by Article VIII.

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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

3.1.Organization and Good Standing.Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of Colorado.

3.2.Corporate Power and Authority.Buyer has full corporate power and authority to make, execute, deliver and
perform this Agreement and the transactions contemplated hereby.

3.3.Due Authorization.The execution, delivery and performance of this Agreement by Buyer have been duly
authorized by all necessary corporate action on the part of Buyer, and this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights and remedies of creditors generally, provided that no representation or
warranty is made as to the availability of any equitable or other specific remedy upon any breach of this Agreement.

3.4.Finders' Fees.Except for fees payable to Blitzer, Ricketson & Company, there is no investment
banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Buyer which might be entitled to any fee or commission from Seller or the Company upon
consummation of the transactions contemplated by this Agreement. Such fee or commission shall be paid by Buyer as of the Closing, and Seller shall have no Liability for the payment of such fee or
commission.

3.5.Investment Intent.



3.6.Consents and Governmental Authorization.Except as set forth on Schedule 3.6, the execution, delivery and
performance of this Agreement and the consummation of the transactions contemplated hereby by Buyer
require no consent, approval or action by or in respect of, or filing with, any third party or Governmental Body for which Buyer is responsible.

3.7.Non-Contravention.The execution and delivery of this Agreement does not, and the consummation
of the transactions contemplated by this Agreement and the compliance with the terms, conditions and provisions of this Agreement by Buyer, will not (a) contravene any provision of Buyer's
charter or bylaws, as amended or (b) assuming compliance with the matters referred to in Section 3.6, contravene or conflict with or constitute a violation of any provision of any law,
regulation, judgment, injunction, order or decree binding upon or applicable to Buyer.

ARTICLE IV
CONDITIONS TO CLOSING

4.1.Conditions Precedent to Obligations of Buyer.The obligations of Buyer to proceed with the Closing under
this Agreement are subject to the fulfillment prior to or at the Closing of the following

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conditions (any one or more of which may be waived in whole or in part in writing by Buyer at Buyer's option):



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4.2.Conditions Precedent to Obligations of Seller.The obligations of Seller to proceed with the Closing
hereunder are subject to the fulfillment prior to or at the Closing of the following conditions (any one or more of which may be waived in whole or in part in writing by Seller at Seller's option):



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ARTICLE V
TERMINATION OF AGREEMENT

5.1.Grounds for Termination.This Agreement may be terminated in writing at any time at or prior to the
Closing, subject to Section 5.2, as follows:



5.2.Effect of Termination.If this Agreement is terminated as permitted by Section 5.1, such termination
shall be without Liability of either party (or any stockholder, director, officer, employee, agent,
consultant or representative of such party) to the other party to this Agreement;providedthat if such termination shall result from a willful breach
or default by such party of any of its representations

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or warranties contained in this Agreement or from the willful failure of any party to fulfill a condition to the performance of the obligations of another party or to perform a covenant of this
Agreement or from a willful breach by any party to this Agreement, such party shall be fully liable for any and all Damages (as hereinafter defined) incurred or suffered by the other parties as a
result of such failure or breach. The provisions of Sections 5.2 and 5.3 and Articles VIII and IX (except those contained in Section 9.10 or Sections 9.14 through 9.18) shall
survive any termination hereof pursuant to Section 5.1.

5.3.Deposit.If this Agreement is terminated, the Deposit will be distributed as follows, and Seller and Buyer
shall so direct the Escrow Agent:



ARTICLE VI
TAX MATTERS

6.1.Additional Tax Definitions."Adjustments" means, with
respect to Taxes, a change in the amount or character of any item of income, gain, loss, deduction or credit of the Company, including but not limited to changes thereto attributable to:
(w) amendment of returns; (x) deficiencies asserted by any taxing authority; or (y) claims for refund, irrespective of whether such change arises out of a voluntary act, or any
audit, examination, proceeding or litigation resulting from any of the foregoing events.

"IRS"means the Internal Revenue Service.

"Post-Affiliation Year"means any taxable year or period of the Company beginning after the Closing Date.

"Regulations"means the U.S. Treasury Department Income Tax Regulations in effect under the Code, as amended from time to time.

6.2.Tax Returns and Payments.



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6.3.Adjustments.(a)Adjustments to Post-Affiliation Year Returns.If with respect to Consolidated Returns:
(x) there is an Adjustment to any item reported on a return filed with respect to the Company for a Post-Affiliation
Year that results in an increase in Taxes payable by Buyer or the Company; and (y) such Adjustment results in a corresponding Adjustment to items reported on a return filed with respect to
Seller or any affiliate of Seller (including the Company) for an Affiliation Year; and (z) the Taxes payable by or on behalf of Seller (or such affiliate) with respect to the Company for such
period are reduced by such Adjustment (the "Seller Decrease"), then Seller shall pay to Buyer or the Company, an amount equal to such increase in Taxes
of Buyer or the Company. The amount payable by Seller under this paragraph shall be limited to Seller Decrease, plus interest calculated as under Code Section 6621, or comparable interest from
state and local authorities, with respect to such Seller Decrease. Payment under this paragraph shall be made no later than five Business Days after Seller Decrease is refunded to Seller or such
affiliate or is otherwise actually realized.



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6.4.Indemnification.Seller agrees to pay and shall indemnify and hold harmless the Company and Buyer from and
against all Taxes, and Seller shall be entitled to receive and retain all refunds of Taxes, in
each case, only to the extent attributable to the operations or assets of any member of the Affiliated Group other than the Company and its subsidiaries.

6.5.Cooperation; Furnishing of Information.The parties agree to provide each other with such cooperation and
information as may be reasonably requested in connection with:



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6.6.Record Retention.Seller and the Company shall retain all relevant tax returns, schedules and workpapers,
and all related material records or other documents until the expiration of the statute of limitations (including extensions) of the taxable years to which such returns and other documents
relate, but in any event for a period of not less than seven (7) years, provided, however, that Seller is not required to retain any documents which have been furnished to the Company or Buyer.

6.7.Code Section 338(h)(10) Election.



ARTICLE VII
COVENANTS

7.1.Conduct of Business.



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7.2.No Solicitation, Confidentiality, Etc.Seller and the Company agree that, prior to July 30, 2002,
neither the Company nor the Seller will (i) solicit or negotiate with respect to any inquiries or proposals relating to (x) the possible direct or indirect acquisition of the Company
Stock or any other equity security of the Company or of all or a portion of the assets or business of the Company or (y) any merger, consolidation, joint venture or business combination with
the Company; or (ii) discuss or disclose either this Agreement or other confidential information pertaining to the Company with any person (except as may be required by law or except as may be
required in connection with the transactions contemplated by this Agreement to affiliates, officers, directors, employees and agents of the Company or Seller) without the prior written approval of
Buyer. After July 30, 2002, for so long as the Closing has not occurred, Seller may so solicit and negotiate with respect to any such inquiries and proposals such transactions and discuss and
disclose such information.

7.3.Necessary Consents.Buyer, the Company and Seller shall use reasonable best efforts (i) to obtain
the third party consents identified on Schedule 4.1(d) or as otherwise as may be necessary or

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appropriate for the consummation of the transactions provided for herein and (ii) to accomplish the satisfaction of the conditions precedent to Closing contained in Section 4.1 (in the
case of the Company and Seller) and Section 4.2 (in the case of Buyer) on or prior to the Closing Date.

7.4.Settlement of Certain Intercompany Transactions.Immediately prior to Closing, Seller shall, and shall
cause the Company and any other affiliates of Seller to, forgive any and all intercompany indebtedness and terminate any intercompany transactions between Seller or any such affiliate other than the
Company, on the one hand, and the Company, on the other hand; provided, however, that no cash or other assets of the Company shall be transferred to Seller in connection therewith.

7.5.Noncompetition, Nonsolicitation and Confidentiality.



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ARTICLE VIII
INDEMNIFICATION

8.1.Survival.The representations and warranties of the parties hereto contained in this Agreement or in any
certificate, agreement or other writing delivered pursuant to this Agreement or in connection with this Agreement shall survive the Closing for a period of eighteen (18) months, except

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that the representations and warranties set forth in Section 2.10 shall survive until expiration of the applicable statute of limitations, the representations and warranties set forth in
Sections 2.1, 2.2, 2.5, 2.6(a), 2.6(c) (with respect to Liens on or other interests or rights in the Company's assets or the Company Stock), 2.16 (to the extent it relates to issues of
title), 2.21 (to the extent it relates to issues of title), 3.1, 3.2, 3.3 and 3.7(a) shall survive without termination, and the representations and warranties set forth in Section 2.15
shall not survive Closing. The covenants and agreements of the parties hereto contained in this Agreement or in any certificate, agreement or other writing delivered pursuant hereto or in connection
herewith (a) to be performed prior to Closing shall survive the Closing for a period of eighteen (18) months and (b) to be performed after the Closing shall survive without
termination. Notwithstanding the preceding sentence, any representation, warranty, covenant or agreement in respect of which indemnity may be sought under Section 8.2 shall survive the time at
which it would otherwise terminate pursuant to the preceding sentence, if notice of the inaccuracy or breach thereof giving rise to such right to indemnity shall have been given to the party against
whom such indemnity may be sought prior to such time; provided, however that such representation, warranty, agreement or covenant shall survive until, but only for the purposes of, the resolution of
such claim.

8.2.Indemnification.



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For
purposes of this Agreement, "Damages" shall mean and include any and all debts, obligations and other Liabilities, monetary damages,
fines, fees, penalties, interest obligations, deficiencies, Liens, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of response (including,
without limitation, removal and remediation costs), costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation)
actually incurred or actually suffered by an Indemnified Person (as hereinafter defined) or any affiliates thereof.

Notwithstanding
anything to the contrary in this Agreement, no claim for indemnification may be made under this Agreement against Seller for any Known Contamination, Environmental
Liabilities or Liabilities for Unknown Contamination other than pursuant to Section 9.16.



8.3.Method of Asserting Claims.



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8.4.Limitations; Exclusive Remedy; Maximum Indemnification.



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ARTICLE IX
MISCELLANEOUS

9.1.Notices.All notices, requests for other communications to be given by any party to the other parties
hereunder shall be in writing and shall be deemed to be properly given when personally delivered, telecopied or sent by commercial courier service (such as Federal Express) or, if mailed, three
(3) days after being sent by prepaid first class U.S. mail, either certified or registered, to the addresses set forth below or to such other addresses as the parties may otherwise
designate from time to time in writing:







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9.2.Succession and Assignment.This Agreement shall be binding upon and inure to the benefit of the parties
named herein and their respective successors and permitted assigns. No party to this Agreement may assign either this Agreement or any of its rights, interests or obligations hereunder without the
prior written approval of the other parties hereto.

9.3.Costs and Expenses.The Buyer shall bear its own expenses (including without limitation, investment
banking, financial advisory fees, counsel fees and accounting fees) relating to the transactions contemplated under this Agreement. All expenses and Liabilities (including without limitation, legal,
accounting, financial advisory or related consulting fees) of the Company or Seller (a) incurred in connection with the Company's or Seller's efforts to sell (regardless of how structured) the
Company or all or substantially all of its assets to any Person other than Buyer ("Previous Sales Effort Expenses") shall be borne by Seller to the extent not actually paid by the Company prior to the
Closing out of cash of the Company which would have been dividended or distributed to Seller prior to the Closing ("Excluded Cash") and (b) relating to the transactions contemplated by the
Agreement shall be borne by Seller.

9.4.Public Announcements.The parties agree to consult with each other before issuing any press release or
making any public statement with respect to this Agreement or the transactions contemplated hereby and, except as may be required by applicable law, will not issue any such press release or make any
such public statement prior to such consultation.

9.5.Headings.The headings preceding the text of the sections and subsections hereof are inserted solely
for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

9.6.Counterparts.This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but which together shall constitute one and the same instrument.

9.7.Amendment and Waiver.This Agreement may be amended, and Buyer and Seller may, (a) extend the time
for the performance of any of the obligations of any other party, (b) waive any inaccuracies in representations by any other party, (c) waive compliance by any other party with any of
the agreements contained herein and performance of any obligations by such other party, and (d) waive the fulfillment of any condition that is precedent to the performance by such party of any
of its obligations under this Agreement. To be effective, any such amendment must be in writing and be signed by Buyer and Seller and any waiver must be in writing and signed by the person waiving
such right or obligation.

9.8.Entire Agreement.This Agreement and the Exhibits and Schedules hereto, each of which is hereby
incorporated herein, set forth all of the promises, covenants, agreements, understandings, representations and warranties between the parties hereto with respect to the subject matter hereof, and
supersede all prior and contemporaneous promises, covenants, agreements, understandings, representations and warranties among the parties hereto or inducements or conditions, express or implied, oral
or written with respect to the subject matter hereof.

9.9.Governing Law.This Agreement, including the validity hereof and the rights and obligations of the parties
hereunder, shall be construed in accordance with and governed by the laws of the State of Colorado applicable to contracts made and to be performed entirely in such state (without giving effect to the
conflicts of laws provisions thereof).

9.10.Specific Performance; Remedies.Each party hereto acknowledges that the other party will be irreparably
harmed and that there will be no adequate remedy at law for any violation by such party of any of its covenants or agreements contained in this Agreement, including, without limitation, the
noncompetition and confidentiality obligations set forth in Section 7.5. It is accordingly agreed that, in addition to any other remedies which may be available upon the breach of any such
covenants or agreements, each party hereto shall have the right to obtain injunctive relief to restrain a breach or

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threatened breach of, or otherwise to obtain specific performance of, the covenants and agreements contained in this Agreement.

9.11.Selection of a Forum.EACH PARTY HERETO AGREES THAT IT SHALL BRING ANY ACTION OR PROCEEDING IN RESPECT OF
ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTAINED IN OR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORT OR CONTRACT OR AT LAW OR IN EQUITY, EXCLUSIVELY IN THE FEDERAL
DISTRICT COURT FOR THE STATE OF COLORADO (THE "CHOSEN COURT") AND (A) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE CHOSEN COURT, (B) WAIVES ANY OBJECTION TO LAYING OF VENUE
IN ANY SUCH ACTION OR PROCEEDINGS IN THE CHOSEN COURT, (C) WAIVES ANY OBJECTION THAT THE CHOSEN COURT IS AN INCONVENIENT FORUM OR DOES NOT HAVE JURISDICTION OVER ANY PARTY HERETO, AND
(D) AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY IN ANY SUCH ACTION OR PROCEEDING SHALL BE EFFECTIVE IF NOTICE IS GIVEN IN ACCORDANCE WITH THIS AGREEMENT.

9.12.Absence of Third Party Beneficiary Rights.Except as expressly set forth in Article VIII, no
provision of this Agreement is intended, nor will be interpreted, to provide or to create any third party beneficiary rights or any other rights of any kind in any client, customer, affiliate,
officer, director, employee or agent of any party hereto or any other Person, other than the parties hereto.

9.13.Time of Essence.With regard to all dates and time periods set forth or referred to in this Agreement,
time is of the essence.

9.14.Pre-July 1, 2000 Workers Compensation.Buyer acknowledges that commencing
July 1, 2002, the Company switched its workers compensation insurance coverage to the Michigan Workers Compensation Fund (the "Michigan Workers Compensation Insurance"). Following Closing, the
Buyer shall cause the Company to utilize separately procured workers compensation insurance coverage and terminate the Michigan Workers Compensation Insurance. Thereafter, any refund in respect of the
Michigan Workers Compensation Insurance shall be paid promptly by the Company to Seller and any deficient or assessment in respect thereof shall be paid by Seller to the Company.

9.15.MAPICS Software.As of the Closing Date, Buyer acknowledges that no portion of Seller's license for its
MAPICS ERP software ("MAPICS License") will be assigned to Buyer or the Company on the Closing Date and that Seller shall use commercially reasonable
efforts to provide or cause to be provided to Buyer and the Company following the Closing, to the extent permitted by law, the benefits currently being provided to the Company under the MAPICS License
at no charge (i) until October 1, 2002, or (ii) such period of time as Buyer or the Company may require to negotiate its own MAPICS ERP license or transition to another enterprise
resource planning software program, whichever occurs first.

9.16.Environmental Related Issues.



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9.17.Declaration of Restrictive Covenant; Due Care Documentation.



9.18.Purchase Option; Right of First Refusal.



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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

| |  | HATHAWAY MOTION CONTROL
CORPORATION
| |  | -----------------------------------
| |  | By:                                
| |  | MOTORS PRODUCTS
OWOSSO CORPORATION
| |  | By:                                
| |  | MOTOR PRODUCTSOHIO CORPORATION    
| |  | By:                                
| |  | OWOSSO CORPORATION                 
| |  | By:                                

STOCK PURCHASE AGREEMENT SIGNATURE PAGE

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