ex10-1.htm


     

    
      

      

    

     

    Execution
      Version

    


     

    PURCHASE
      AGREEMENT

     

    dated
      November 1, 2007

     

    by
      and among

     

    COLEMAN
      CABLE, INC.,

     

    WOODS
      INDUSTRIES, INC.,

     

    WOODS
      INDUSTRIES (CANADA) INC.,

     

    and

     

    KATY
      INDUSTRIES, INC.

     

    


     


    
      
              

                  
      
      

                       
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    Page

     

    
      
        
          	
                  ARTICLE
                    I  Definitions

                	
                   

                	
                  1

                
	
                  1.1

                	
                  Previously
                    Defined Terms

                	
                  1

                
	
                  1.2

                	
                  Definitions

                	
                  1

                
	
                  1.3

                	
                  Interpretation

                	
                  15

                
	
                  ARTICLE
                    II  Purchase and Sale, Purchase Price, Allocation and Other
                    Related Matters

                	
                  15

                
	
                  2.1

                	
                  Purchase
                    of Purchased Assets and Shares and Assumption of Assumed
                    Liabilities

                	
                  15

                
	
                  2.2

                	
                  Payment
                    of the Purchase Price

                	
                  15

                
	
                  2.3

                	
                  Pre
                    Closing Purchase Price Adjustment.

                	
                  16

                
	
                  2.4

                	
                  Post
                    Closing Purchase Price Adjustment

                	
                  16

                
	
                  2.5

                	
                  Post-Closing
                    Inventory Adjustment.

                	
                  18

                
	
                  2.6

                	
                  Assumed
                    Liabilities

                	
                  19

                
	
                  2.7

                	
                  Retained
                    Liabilities

                	
                  19

                
	
                  2.8

                	
                  Allocation

                	
                  20

                
	
                  ARTICLE
                    III  Closing and Closing Date Deliveries

                	
                  21

                
	
                  3.1

                	
                  Closing

                	
                  21

                
	
                  3.2

                	
                  Closing
                    Deliveries by Sellers

                	
                  21

                
	
                  3.3

                	
                  Closing
                    Deliveries by Coleman and Purchasers

                	
                  22

                
	
                  3.4

                	
                  Cooperation

                	
                  23

                
	
                  ARTICLE
                    IV  Pre-Closing Filings

                	
                   

                	
                  23

                
	
                  4.1

                	
                  Government
                    Filings

                	
                  23

                
	
                  ARTICLE
                    V  Pre Closing Covenants

                	
                   

                	
                  23

                
	
                  5.1

                	
                  Access
                    to Information

                	
                  23

                
	
                  5.2

                	
                  Maintenance
                    of Business and Notice of Changes

                	
                  24

                
	
                  5.3

                	
                  Pending
                    Closing

                	
                  24

                
	
                  5.4

                	
                  Consents

                	
                  26

                
	
                  5.5

                	
                  Commercially
                    Reasonable Efforts to Close.

                	
                  26

                
	
                  5.6

                	
                  Insurance

                	
                  26

                
	
                  5.7

                	
                  Transfer
                    of US Related Assets

                	
                  26

                
	
                  5.8

                	
                  Transfer
                    of Canadian Related Assets

                	
                  26

                
	
                  5.9

                	
                  Retained
                    Entity, Canadian Retained Assets and Canadian Retained
                    Liabilities

                	
                  26

                
	
                  5.10

                	
                  FIRPTA

                	
                  27

                
	
                  5.11

                	
                  Removal
                    of Moulding Machines

                	
                  27

                
	
                  5.12

                	
                  Supplemental
                    Disclosure

                	
                  27

                
	
                  ARTICLE
                    VI  Financial Statements; Disclosure Schedule

                	
                  27

                
	
                  6.1

                	
                  Pre-Signing
                    Deliveries

                	
                  27

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  ARTICLE
                    VII  Representations and Warranties of Sellers and Woods
                    Canada

                	
                  28

                
	
                  7.1

                	
                  Due
                    Formation

                	
                  28

                
	
                  7.2

                	
                  Capitalization
                    of Woods Canada

                	
                  28

                
	
                  7.3

                	
                  Ownership
                    of the Shares

                	
                  28

                
	
                  7.4

                	
                  Subsidiaries

                	
                  28

                
	
                  7.5

                	
                  Authority

                	
                  28

                
	
                  7.6

                	
                  No
                    Violations and Consents

                	
                  29

                
	
                  7.7

                	
                  Brokers

                	
                  29

                
	
                  7.8

                	
                  Required
                    Assets

                	
                  29

                
	
                  7.9

                	
                  Related
                    Party Transactions

                	
                  29

                
	
                  7.10

                	
                  Title
                    to Purchased Assets

                	
                  30

                
	
                  7.11

                	
                  Inventory

                	
                  30

                
	
                  7.12

                	
                  Real
                    Property

                	
                  30

                
	
                  7.13

                	
                  Litigation
                    and Compliance with Laws

                	
                  32

                
	
                  7.14

                	
                  Intellectual
                    Property

                	
                  32

                
	
                  7.15

                	
                  Contracts

                	
                  33

                
	
                  7.16

                	
                  Financial
                    Statements and Related Matters

                	
                  33

                
	
                  7.17

                	
                  Changes
                    Since the Most Recent Year-End Balance Sheet Date

                	
                  34

                
	
                  7.18

                	
                  Insurance

                	
                  35

                
	
                  7.19

                	
                  Licenses
                    and Permits

                	
                  35

                
	
                  7.20

                	
                  Environmental
                    Matters

                	
                  35

                
	
                  7.21

                	
                  Employee
                    Benefit Plans/Employment Matters.

                	
                  37

                
	
                  7.22

                	
                  Taxes.

                	
                  41

                
	
                  7.23

                	
                  Suppliers;
                    Customers.

                	
                  43

                
	
                  7.24

                	
                  Books
                    and Records

                	
                  43

                
	
                  7.25

                	
                  Product
                    Warranties

                	
                  44

                
	
                  7.26

                	
                  Defects
                    in Products or Designs; Product Safety

                	
                  44

                
	
                  ARTICLE
                    VIII  Representations and Warranties of Coleman

                	
                  44

                
	
                  8.1

                	
                  Due
                    Incorporation

                	
                  44

                
	
                  8.2

                	
                  Authority

                	
                  44

                
	
                  8.3

                	
                  No
                    Violations

                	
                  45

                
	
                  8.4

                	
                  Financial
                    Resources

                	
                  45

                
	
                  8.5

                	
                  Litigation

                	
                  45

                
	
                  8.6

                	
                  Brokers

                	
                  45

                
	
                  ARTICLE
                    IX  Conditions to Closing Applicable to Coleman and
                    Purchasers

                	
                  45

                
	
                  9.1

                	
                  No
                    Termination

                	
                  45

                
	
                  9.2

                	
                  Bring-Down
                    of Sellers' and Woods Canada's Warranties and Covenants

                	
                  45

                
	
                  9.3

                	
                  No
                    Material Adverse Change

                	
                  46

                
	
                  9.4

                	
                  Pending
                    Actions

                	
                  46

                
	
                  9.5

                	
                  Required
                    Contract Consents

                	
                  46

                
	
                  9.6

                	
                  Required
                    Governmental Approvals

                	
                  46

                
	
                  9.7

                	
                  Environmental
                    Assessment Report

                	
                  46

                
	
                  9.8

                	
                  Required
                    Transfer

                	
                  46

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  9.9

                	
                  All
                    Necessary Documents

                	
                  46

                
	
                  ARTICLE
                    X  Conditions to Closing Applicable to Sellers

                	
                  47

                
	
                  10.1

                	
                  No
                    Termination

                	
                  47

                
	
                  10.2

                	
                  Bring-Down
                    of Coleman and Purchasers' Warranties and Covenants

                	
                  47

                
	
                  10.3

                	
                  Pending
                    Actions

                	
                  47

                
	
                  10.4

                	
                  All
                    Necessary Documents

                	
                  47

                
	
                  ARTICLE
                    XI  Termination

                	
                   

                	
                  47

                
	
                  11.1

                	
                  Termination

                	
                  47

                
	
                  ARTICLE
                    XII  Indemnification

                	
                   

                	
                  48

                
	
                  12.1

                	
                  Indemnification
                    by Sellers

                	
                  48

                
	
                  12.2

                	
                  Indemnification
                    by Purchasers

                	
                  49

                
	
                  12.3

                	
                  Limitation
                    on Sellers' Indemnity

                	
                  49

                
	
                  12.4

                	
                  Claim
                    Procedure/Notice of Claim.

                	
                  50

                
	
                  12.5

                	
                  Survival
                    of Representations, Warranties and Covenants; Determination of
                    Adverse
                    Consequences.

                	
                  51

                
	
                  12.6

                	
                  Treatment
                    of Indemnification Payments

                	
                  52

                
	
                  12.7

                	
                  Exclusive
                    Remedy

                	
                  52

                
	
                  12.8

                	
                  Effect
                    of Taxes

                	
                  52

                
	
                  ARTICLE
                    XIII  Confidentiality

                	
                   

                	
                  53

                
	
                  13.1

                	
                  Confidentiality
                    of Materials

                	
                  53

                
	
                  13.2

                	
                  Remedy

                	
                  53

                
	
                  ARTICLE
                    XIV  Employee Matters

                	
                   

                	
                  54

                
	
                  14.1

                	
                  Employees
                    to be Hired by Purchaser

                	
                  54

                
	
                  14.2

                	
                  Benefit
                    Plans, Workers' Compensation, Medical Claims and Retirees.

                	
                  54

                
	
                  14.3

                	
                  WARN
                    Act

                	
                  55

                
	
                  ARTICLE
                    XV  Tax Matters

                	
                   

                	
                  55

                
	
                  15.1

                	
                  Tax
                    Payments and Allocation of Taxes

                	
                  55

                
	
                  15.2

                	
                  Tax
                    Returns

                	
                  56

                
	
                  15.3

                	
                  Tax
                    Contests

                	
                  56

                
	
                  15.4

                	
                  338(g)
                    Treatment

                	
                  57

                
	
                  15.5

                	
                  Transfer
                    Taxes

                	
                  57

                
	
                  15.6

                	
                  Section
                    116 Certificate

                	
                  57

                
	
                  15.7

                	
                  Refunds
                    for Taxes

                	
                  59

                
	
                  ARTICLE
                    XVI  Certain Other Agreements

                	
                   

                	
                  59

                
	
                  16.1

                	
                  Post-Closing
                    Access to Records

                	
                  59

                
	
                  16.2

                	
                  Consents
                    Not Obtained at Closing

                	
                  60

                
	
                  16.3

                	
                  Bulk
                    Sale Waiver and Indemnity

                	
                  60

                
	
                  16.4

                	
                  Non-Competition;
                    Non-Solicitation.

                	
                  61

                
	
                  16.5

                	
                  Use
                    of Sellers' Names

                	
                  62

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  16.6

                	
                  Katy
                    Guarantee.

                	
                  62

                
	
                  16.7

                	
                  Coleman
                    Guarantee

                	
                  62

                
	
                  16.8

                	
                  Bonds
                    and Guarantees

                	
                  63

                
	
                  ARTICLE
                    XVII  Miscellaneous

                	
                   

                	
                  63

                
	
                  17.1

                	
                  Cost
                    and Expenses

                	
                  63

                
	
                  17.2

                	
                  Entire
                    Agreement

                	
                  63

                
	
                  17.3

                	
                  Counterparts

                	
                  63

                
	
                  17.4

                	
                  Assignment,
                    Successors and Assigns

                	
                  63

                
	
                  17.5

                	
                  Savings
                    Clause

                	
                  64

                
	
                  17.6

                	
                  Headings

                	
                  64

                
	
                  17.7

                	
                  Risk
                    of Loss

                	
                  64

                
	
                  17.8

                	
                  Governing
                    Law

                	
                  64

                
	
                  17.9

                	
                  Press
                    Releases and Public Announcements

                	
                  64

                
	
                  17.10

                	
                  U.S.
                    Dollars

                	
                  64

                
	
                  17.11

                	
                  Notices

                	
                  64

                
	
                  17.12

                	
                  SUBMISSION
                    TO JURISDICTION; VENUE

                	
                  65

                
	
                  17.13

                	
                  No
                    Third-Party Beneficiary

                	
                  66

                
	
                  17.14

                	
                  Disclosures

                	
                  66

                
	
                  17.15

                	
                  Sellers'
                    Obligations

                	
                  66

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    Exhibit
      Index

     

    
      	
              Exhibit

            	
              Description

            	
              Section
                Reference

            
	
              A

            	
              Escrow
                Agreement

            	
              Definitions

            
	
              B

            	
              Assumption
                Agreement

            	
              2.6

            
	
              C

            	
              Bill
                of Sale

            	
              3.2

            


    


    
      
              

                  
      

                                         
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Disclosure
      Schedule Index

     

    Section
      5.3
      -                                Pending
      Closing

    Section
      7.1
      -                                Foreign
      Qualifications

    Section
      7.4
      -                                Subsidiaries

    Section
      7.6
      -                                Required
      Consents and Approvals

    Section
      7.8
      -                                Required
      Assets

    Section
      7.9
      -                                Related
      Party Transactions

    Section
      7.10
      -                              Title
      to Purchased Assets

    Section
      7.11
      -                              Inventory

    Section
      7.12
      -                             
Leased Real Property

    Section
      7.13(a)
      -                         Litigation
      and Compliance with Laws

    Section
      7.14
      -                              Intellectual
      Property

    Section
      7.15
      -                              Contracts

    Section
      7.16(b)
      -                         Liabilities

    Section
      7.16(c) -                         Accounts
      Receivable

    Section
      7.16(d)
      -                         Indebtedness

    Section
      7.17
      -                              Changes
      Since the Most Recent Year-End Balance Sheets

    Section
      7.18
      -                              Insurance

    Section
      7.19
      -                              Licenses
      and Permits

    Section
      7.20
      -                              Environmental
      Matters

    Section
      7.21
      -                              Employee
      Benefits

    Section
      7.23(a)
      -                         Suppliers

    Section
      7.23(b)
      -                         Customers

    Section
      7.26
      -                              U.L.
      E-files

     

    Schedule
      Index

     

    Schedule
      1.1
–                            Canadian
      Retained Assets

    Schedule
      1.2
–                           
Accounting Principles

    Schedule
      1.3
–                           
Canadian Related Assets

    Schedule
      1.4
–                           
US Related Assets

    Schedule
      1.5
–                            Identified
      Inventory

    Schedule
      1.6
–                           
Retained Contracts

    Schedule
      2.1
–                            Target
      Working Capital Calculations

    Schedule
      2.2
–                           
Asset Purchase Price and Stock Purchase Price

    Schedule
      2.2(d)
–                      
Certain Indebtedness

    Schedule
      2.3(a)
–                      
Estimated US Net Working Capital

    Schedule
      2.3(b)
–                      
Estimated Canadian Net Working Capital

    Schedule
      2.8
–                            Purchase
      Price Allocation Schedule

    Schedule
      9.5
–                            Certain
      Required Consents and Approvals

    Schedule
      9.6
–                            Required
      Governmental Approvals

    Schedule
      16.8
–                         
Bonds and Guarantees

    



    
      
              

                  

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PURCHASE
      AGREEMENT

     

    This
      Purchase Agreement is made and entered into as of November 1, 2007 (this
      "Agreement") by and among COLEMAN CABLE, INC., a Delaware corporation
      ("Coleman"), WOODS INDUSTRIES, INC., a Delaware corporation ("Woods
      US"), WOODS INDUSTRIES (CANADA), INC., an Ontario corporation ("Woods
      Canada") and KATY INDUSTRIES, INC., a Delaware corporation ("Katy"
      and together with Woods US, the "Sellers").

     

    RECITALS:

     

    A.           Woods
      US is engaged in the US Business.

     

    B.           Woods
      US desires to sell the US Business and substantially all of its assets and
      Coleman desires to acquire the US Business and substantially all of the assets
      of Woods US, on the terms and subject to the conditions hereinafter set
      forth.

     

    C.           Katy
      owns, beneficially and of record, all of the outstanding common shares in the
      capital of Woods Canada (the "Shares").

     

    D.           Katy
      desires to sell to Coleman and Coleman desires to purchase from Katy, the
      Shares, on the terms and subject to the conditions hereinafter set
      forth.

     

    NOW,
      THEREFORE, in consideration of the foregoing recitals, the representations,
      warranties and covenants set forth herein, and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto hereby agree as follows:

     

    ARTICLE
      I

     

    Definitions

     

    1.1  Previously
      Defined Terms.  Each term defined in the first paragraph or
      Recitals shall have the meaning set forth above whenever used herein, unless
      otherwise expressly provided or unless the context clearly requires
      otherwise.

     

    1.2  Definitions.  Whenever
      used herein, the following terms shall have the meanings set forth below unless
      otherwise expressly provided or unless the context clearly requires
      otherwise:

     

    "116(2)
      Certificate" – As defined in Section 15.6.

     

    "116(4)
      Certificate" – As defined in Section 15.6.

     

    "Accounting
      Principles" means GAAP applied on a basis consistent with Schedule
      1.2 and the methodologies, practices, estimation techniques, assumptions and
      principles used in the preparation of the Most Recent Year End Balance
      Sheets.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    "Accounts
      Receivable" means all accounts, notes, contract and other receivables
      arising in the Ordinary Course, net of allowances for bad debt, customer
      returns, and sales discounts.

     

    "Adjustment
      Report" - As defined in Section 2.4(b).

     

    "Affiliate"
      means a Person which, directly or indirectly, is controlled by, controls, or
      is
      under common control with, another Person.  As used in the preceding
      sentence, "control" shall mean and include, but not necessarily be limited
      to,
      (i) the ownership of more than 50% of the voting securities or other voting
      interest of any Person, or (ii) the possession, directly or indirectly, of
      the
      power to direct or cause the direction of the management and policies of such
      Person, whether through the ownership of voting securities, by contract or
      otherwise.  With respect to any individual, the immediate family
      members thereof shall be deemed Affiliates of such individual.

     

    "Applicable
      Period" – As defined in Section 15.6.

     

    "Asset
      Purchase Price" means the amount paid to Woods US as set forth on
Schedule 2.2.

     

    "Assumed
      Contract" means (i) the Contracts described in Section 7.15 of the
      Disclosure Schedule except the Retained Contracts and the Retained Lease, (ii)
      any executory Contract which relates to the US Business and is not required
      to
      be listed in the Disclosure Schedule pursuant to Section 7.15(a) of this
      Agreement, and (iii) executory Contracts entered into by Woods US relating
      to
      the US Business after the date hereof in the Ordinary Course and in compliance
      with the terms and provisions of this Agreement; in each case, not including
      Contracts that constitute US Retained Assets or that relate to US Retained
      Liabilities.

     

    "Assumed
      Liabilities" - As defined in Section 2.6.

     

    "Assumed
      Taxes" means (i) Taxes related to the Purchased Assets to the extent that
      such Taxes are not yet due and payable on or before the Closing Date and have
      been reserved for on the Final Closing Balance Sheet of Woods US; and (ii)
      withholdings, payroll, employment, social security or similar taxes related
      to
      the Transferred Employees to the extent such Taxes are not yet due and payable
      on or before the Closing Date and have been reserved for on the Final Closing
      Balance Sheet of Woods US.

     

    "Assumption
      Agreement" – As defined in Section 2.6.

     

    "Base
      Purchase Price" means $45,000,000.

     

    "Benefit
      Plans" - means, collectively, the US Benefit Plans and the Canadian Benefit
      Plans.

     

    "Bill
      of Sale" - As defined in Section 3.2(a).

     

    "Business
      Day" means any day other than a Saturday or Sunday or other day on which
      banks in Chicago, Illinois are authorized or required to be closed.

     

    "Canadian
      Benefit Plans" - As defined in Section 7.21(b).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    "Canadian
      Business" means the manufacturing and marketing by Woods Canada of extension
      cords, multi-outlet products, garden lighting, landscape lighting, timers and
      home controls.

     

    "Canadian
      Net Working Capital" means the Current Assets of Woods Canada minus the
      Current Liabilities of Woods Canada which shall be calculated in accordance
      with
      the Accounting Principles.

     

    "Canadian
      Post Closing Adjustment Amount" – As defined in Section
      2.4(e).

     

    "Canadian
      Purchaser" means a new subsidiary of Coleman to be formed in Canada prior to
      the Closing Date.

     

    "Canadian
      Related Assets" means the assets that are necessary to operate Woods Canada
      but are not owned or leased directly by Woods Canada as set forth on Schedule
      1.3.

     

    "Canadian
      Retained Assets" means the right, title and interest in and to the assets
      identified on Schedule 1.1.

     

    "Canadian
      Retained Liabilities" means (i) any Liability arising out of or related to
      the Canadian Retained Assets, (ii) any Liability of Katy allocated to Woods
      Canada including but not limited to Liabilities arising out of or related to
      workers' compensation, general liability or health insurance, (iii) any
      Indebtedness, (iv) any amounts owed to Affiliates, (v) any Change of Control
      Payment, and (vi) any Liability arising out of or related to any real property
      owned by Woods Canada prior to the Closing Date, including the Bach Simpson
      Limited property located at 1255 Bridges Road, London, Ontario, other than
      the
      Leased Real Property.

     

    "Cap"
      – As defined in Section 12.3.

     

    "Cash"
      means cash and cash equivalents and marketable securities.

     

    "CERCLA"
      - As defined in clause (i) of the definition of Hazardous Material.

     

    "Change
      of Control Payment" means any severance, termination, retention, "golden
      parachute," transaction bonus or other similar payments to, or the creation,
      acceleration or vesting of any right or interest for the benefit of, any present
      or former personnel of Woods US or Woods Canada which becomes payable as a
      result of the consummation of the transactions contemplated by this Agreement,
      including the Transaction Bonuses.

     

    "Claim
      Notice" - As defined in Section 12.4(a).

     

    "Claimed
      Amount" - As defined in Section 12.4(a).

     

    "Closing"
      - As defined in Section 3.1.

     

    "Closing
      Date" - As defined in Section 3.1.

     

    "Closing
      Statement" – As defined in Section 2.4.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    "COBRA"
      means the requirements of Part 6 of Subtitle B of Title I of ERISA and Code
      Section 4980B.

     

    "Code"
      means the Internal Revenue Code of 1986, as amended.

     

    "Contract"
      means, with respect to any Person, any contract, agreement, deed, mortgage,
      lease, license, commitment, arrangement or undertaking, written or oral, or
      other document or instrument to which or by which such Person is a party or
      otherwise subject or bound or to which or by which any asset, property or right
      of such Person is subject or bound.

     

    "Controlling
      Party" - As defined in Section 12.4(d).

     

    "CRA"
      – As defined in Section 15.6.

     

    "Current
      Assets" means Cash, Accounts Receivable, Inventory and
      Prepaids; provided, that Current Assets does not include US Retained
      Assets or Canadian Retained Assets.

     

    "Current
      Liabilities" means those Liabilities of Woods US or Woods Canada on their
      respective balance sheets that constitute accounts payables and accrued expenses
      incurred in the Ordinary Course (other than (a) accrued expenses related to
      employees of Woods US other than the Transferred Employees and (b) payables
      owed
      to its Affiliates); provided, that Current Liabilities does not include
      any US Retained Liabilities or Canadian Retained Liabilities.

     

    "Disclosure
      Schedule" means the disclosure schedule attached to this
      Agreement.

     

    "Environmental
      Claim" means any and all Losses (including expenditures for investigation
      and remediation) incurred by reason of the presence, Release, handling or
      transportation of Hazardous Materials or otherwise related to a violation or
      alleged violation of Environmental Laws.

     

    "Environmental
      Laws" means any and all Laws, permits, approvals, authorizations, Orders and
      other requirements having the force and effect of law whether local, state,
      provincial, territorial or national, at any time in force or effect relating
      to:  (i) emissions, discharges, spills, Releases or threatened
      Releases of Hazardous Materials; (ii) the use, treatment, storage, disposal,
      handling, manufacturing, transportation or shipment of Hazardous Materials;
      (iii) the regulation of storage tanks; or (iv) otherwise relating to pollution
      or the environment, including the following statutes as now written and amended,
      and as amended, including any and all regulations promulgated thereunder and
      any
      and all state and local counterparts:  CERCLA, the Federal Water
      Pollution Control Act, 33 U.S.C. §1251 et seq., the Clean Air Act, 42 U.S.C.
§7401 et seq., the Toxic Substances Control Act, 15 U.S.C. §2601 et seq., the
      Solid Waste Disposal Act, 42 U.S.C. §6901 et seq., the Emergency Planning and
      Community Right-to-Know Act of 1986, 42 U.S.C. §11001 et seq., and the Safe
      Drinking Water Act, 42 U.S.C. §300f et seq. the Environmental Protection Act,
      RSO 1990, c. E.19, the Ontario Water Resource Act, RSO 1990, c. 0.40, the
      Ontario Technical Standards and Safety Act, 2000, RSO 2000, c.16, the Canadian
      Environmental Protection Act, 1999, S.C. 1999, c.33, the Fisheries Act, RSC
      1985, c.F-14, Transportation of Dangerous Goods Act, S.C. 1992, c.34, Soil,
      Ground Water and Sediment Standards for Use Under Part XV.1 of the Environmental
      Protection Act (March 9, 2004).

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    "Environmental
      Permit" means any authorization, permit or license issued by a Governmental
      Authority under any Environmental Laws.

     

    "ERISA"
      means the Employee Retirement Income Security Act of 1974 and the rules and
      regulations promulgated thereunder.

     

    "ERISA
      Affiliate" means, with respect to any Person, each corporation, trade or
      business that is, along with such Person, part of the controlled group of
      corporations, trades or businesses under common control within the meaning of
      sections 414(b), (c), (m) or (o) of the Code.

     

    "Escrow
      Account" means the escrow account established pursuant to the Escrow
      Agreement.

     

    "Escrow
      Amount" means $4,000,000.

     

    "Escrow
      Agent" means the escrow agent designated by Coleman and reasonably
      acceptable to Katy to act as agent under the Escrow Agreement.

     

    "Escrow
      Agreement" means the escrow agreement to be entered into by and among
      Purchasers, Coleman, Sellers and the Escrow Agent, substantially in the form
      attached as Exhibit A hereto.

     

    "Estimated
      Canadian Net Working Capital" means the good faith estimate of Canadian Net
      Working Capital, as of the Closing Date, prepared by Katy, determined in
      accordance with Schedule 2.1 and the Accounting Principles.

     

    "Estimated
      Canadian Working Capital Overage" means the amount, if any, by which the
      Estimated Canadian Net Working Capital exceeds the Target Canadian Net Working
      Capital.

     

    "Estimated
      Canadian Working Capital Underage" means the amount, if any, by which the
      Target Canadian Net Working Capital exceeds the Estimated Canadian Net Working
      Capital.

     

    "Estimated
      US Net Working Capital" means the good faith estimate of US Net Working
      Capital, as of the Closing Date, prepared by Woods US, determined in accordance
      with the Accounting Principles.

     

    "Estimated
      US Working Capital Overage" means the amount, if any, by which the Estimated
      US Net Working Capital exceeds the Target US Net Working Capital.

     

    "Estimated
      US Working Capital Underage" means the amount, if any, by which the Target
      US Net Working Capital exceeds the Estimated US Net Working
      Capital.

     

    "Federal
      Certificate" – As defined in Section 15.6.

     

    "Federal
      Abeyance Letter" – As defined in Section 15.6.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    "Final
      Closing Balance Sheets" means the final balance sheets of Woods US and Woods
      Canada, respectively, provided to Coleman and Purchasers in connection with
      the
      calculation of the Final US Net Working Capital and Final Canadian Net Working
      Capital.

     

    "Final
      Canadian Net Working Capital" means the Canadian Net Working Capital as set
      forth on the Final Closing Balance Sheets calculated in accordance with the
      Accounting Principles.

     

    "Final
      Inventory Adjustment Calculation" - As defined in Section
      2.5(d).

     

    "Final
      US Net Working Capital" means the US Net Working Capital as set forth on the
      Final Closing Balance Sheets calculated in accordance with the Accounting
      Principles.

     

    "Financial
      Statements" – As defined in Section 6.1(a).

     

    "Fundamental
      Representations" means the representations and warranties of Sellers and
      Woods Canada contained in Section 7.1 (Due Formation), Section 7.2
      (Capitalization), Section 7.3 (Ownership of Stock), Section 7.5 (Authority)
      and
      the second sentence of Section 7.10(a) (Title to Purchased Assets).

     

    "GAAP"
      means United States generally accepted accounting principles as in effect from
      time to time.

     

    "Governmental
      Authority" means:  (i) the government of the United States, Canada
      or other applicable multinational, federal, provincial, state, municipal or
      local jurisdiction; (ii) any state or political subdivision thereof; (iii)
      and
      any entity, body or authority exercising executive, legislative, judicial,
      regulatory or administrative functions of or pertaining to government and any
      public, private or industry regulatory authority, whether foreign, federal,
      state or local.

     

    "Hazardous
      Material" means (i) all substances, wastes, pollutants, contaminants and
      materials (collectively, "Substances") regulated, or defined or
      designated as hazardous, extremely or imminently hazardous, dangerous,
      deleterious or toxic, under the following federal statutes and their state
      counterparts, as well as these statutes' implementing
      regulations:  the Comprehensive Environmental Response, Compensation
      and Liability Act, 42 U.S.C. Section 9601 et seq. ("CERCLA"); the Federal
      Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section 136 et seq; the
      Atomic Energy Act, 42 U.S.C. Section 22011 et seq; the Hazardous Materials
      Transportation Act, 42 U.S.C. Section 1801 et seq; the Environmental Protection
      Act, RSO 1990, c. E.19, the Ontario Water Resources Act, RSO 1990, c. 0.40,
      the
      Canadian Environmental Protection Act, 1999, the Fisheries Act 1985, c. F-14
      and
      the Transportation of Dangerous Goods Act, S.C. 1992, c.34, S.C. 1999, c.33
      (ii)
      all Substances with respect to which any Governmental Authority otherwise
      requires environmental investigation, monitoring, reporting, or remediation;
      (iii) petroleum and petroleum products and by products including crude oil
      and
      any fractions thereof; (iv) natural gas, synthetic gas, and any mixtures
      thereof; and (v) radon, radioactive substances, asbestos, urea formaldehyde,
      and
      polychlorinated biphenyls ("PCBs").

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    "Identified
      Inventory" shall mean the inventory identified as Lowe's inventory set forth
      on Schedule 1.5 attached hereto.

     

    "Indebtedness"
      shall mean (a) all indebtedness for borrowed money or for the deferred purchase
      price of property or services (including reimbursement and all other obligations
      with respect to surety bonds, letters of credit and bankers' acceptances,
      whether or not matured), including the current portion of such indebtedness,
      (b)
      all obligations evidenced by notes, bonds, debentures or similar instruments,
      (c) all capital lease obligations, (d) all guarantees of any of the items set
      forth in clauses (a) - (c) above and (e) accrued interest on any item set forth
      in clauses (a) - (c) above.

     

    "Indemnified
      Party" - As defined in Section 12.4(a).

     

    "Indemnifying
      Party" - As defined in Section 12.4(a).

     

    "Indemnity
      Deductible" – As defined in Section 12.3.

     

    "Indemnity
      Escrow Agent" – As defined in Section 16.6(c).

     

    "Indemnity
      Escrow Agreement" – As defined in Section 16.6(c).

     

    "Indemnity
      Escrow Amount" – As defined in Section 16.6(c).

     

    "Indemnity
      Escrow Fund"– As defined in Section 16.6(c).

     

    "Independent
      Auditors" - As defined in Section 2.4(d).

     

    "Information"
      means all confidential technical, commercial and other information that is
      furnished or disclosed by a party to another party, including information
      regarding such party's (and its subsidiaries' and Affiliates') organization,
      personnel, business activities, customers, policies, assets, finances, costs,
      sales, revenues, technology, rights, obligations, liabilities and
      strategies.

     

    "Intellectual
      Property" means all of the following in any jurisdiction throughout the
      world: (a) all inventions (whether or not patentable and whether or not reduced
      to practice), all improvements, and all patents, patent applications and patent
      disclosures, together with all reissuances, continuations,
      continuations-in-part, revisions, extensions and reexaminations; (b) all
      trademarks, service marks, trade dress, logos, trade names, slogans, Internet
      domain names, Internet addresses, copyrights, corporate names and rights in
      telephone numbers, together with all translations, adaptations, derivations
      and
      combinations and including all associated goodwill, and all applications,
      registrations and renewals thereof; (c) all trade secrets and confidential
      business information, including ideas, research and development, know how,
      formulas, compositions, manufacturing and production processes and techniques,
      technical data, designs, models, drawings, notes, specifications, customer
      and
      supplier lists, pricing and cost information, and business and marketing plans
      and proposals; (d) all computer software (excluding shrinkwrap and off the
      shelf
      software), including all source code, object code, executable code, script,
      firmware, HTML code, development tools, files, records, data, data bases, data
      models and database structures, and related documentation, regardless of the
      media on which it is recorded and all Internet sites (and all contents of the
      sites); (e) all advertising, marketing or promotional materials; (f) all other
      proprietary rights; (g) all licenses for the foregoing; and (h) all copies
      and
      tangible embodiments of any of the foregoing (in whatever form or
      medium).

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    "Interim
      Balance Sheet" means, for each of Woods US and Woods Canada, the unaudited
      balance sheet included in the Interim Financial Statements.

     

    "Interim
      Balance Sheet Date" means August 24, 2007.

     

    "Interim
      Financial Statements" - As defined in Section 6.1(b).

     

    "Inventory"
      means inventory held for sale and resale and all raw materials, work in process,
      finished products, wrapping, supply and packaging items and similar
      items.

     

    "Inventory
      Adjustment" - As defined in Section 2.5(b).

     

    "Inventory
      Adjustment Period" - As defined in Section 2.5(a).

     

    "IRS"
      means the United States Internal Revenue Service.

     

    "ITA"
      – As defined in Section 15.6.

     

    "Law"
      means any law, statute, code, regulation, ordinance, rule, Order, or
      governmental requirement enacted, promulgated, entered into, agreed, imposed
      or
      enforced by any Governmental Authority.

     

    "Lease"
      - As defined in Section 7.13(b).

     

    "Leased
      Real Property" means all real property leased or subleased by Woods US or
      Woods Canada, licensed to Woods US or Woods Canada, or otherwise used or
      occupied by Woods US or Woods Canada other than the Retained Leased
      Property.

     

    "Liabilities"
      means any obligation or liability (whether known or unknown, whether asserted
      or
      unasserted, whether absolute or contingent, whether accrued or unaccrued,
      whether liquidated or unliquidated and whether due or to become due), including
      any liability for Taxes.

     

    "Lien"
      means any mortgage, lien, charge, restriction, pledge, security interest,
      option, lease or sublease, claim, right of any third party, easement,
      encroachment or encumbrance or other charge or right of others of any kind
      or
      nature.

     

    "Losses"
      means with respect to any Person, any loss, judgment, damage, award, Liability,
      assessments, fine, penalty, deficiency fee, cost, tax or expense including
      all
      interest, penalties, reasonable attorneys' fees and expenses and all amounts
      paid or incurred in connection with any cause of action, suit, demand,
      proceeding, investigation or claim by any third party (including any
      Governmental Authority) against or affecting such Person and the investigation,
      defense or settlement of the foregoing.  Notwithstanding the
      foregoing, in no case shall Losses include any punitive damages.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    "Material
      Adverse Change" means a change that is or would reasonably be expected to be
      materially adverse to (a) the operations, condition (financial or otherwise),
      business, properties, assets or liabilities of Woods US or Woods Canada, taken
      as a whole, (b) Woods US's or Woods Canada's relations with its executive
      management, any Material Suppliers or Material Customers or (c) the ability
      of
      Sellers to consummate the transactions contemplated hereby or perform their
      obligations hereunder; provided, that none of the following shall be
      deemed to constitute, and none of the following shall be taken into account
      in
      determining whether there has been, a Material Adverse Change: (i) any adverse
      change or development relating to United States, Canadian or other applicable
      financial, banking or securities markets generally or (ii) national or
      international political or social conditions or (iii) any adverse change in
      or
      effect on the industry in which Woods US or Woods Canada operates generally
      (and
      which is not specific to Woods US or Woods Canada and which does not affect
      Woods US or Woods Canada disproportionately as compared to other companies
      which
      compete with Woods US or Woods Canada, respectively), (iv) changes in price
      of
      raw materials of Woods US or Woods Canada (except to the extent such changes
      in
      price affects Woods US or Woods Canada in a materially disproportionate manner
      as compared to other similarly situated enterprises), (v) disclosure of the
      fact
      that the Purchasers are the prospective acquirors of Woods US or Woods Canada,
      (vi) the announcement, pendency or completion of the transactions contemplated
      by this Agreement, (vii) compliance with the terms of, or the taking of any
      action required by, this Agreement, or (viii) changes resulting directly from
      actions of the Purchasers other than operation of Purchasers’
business.

     

    "Most
      Recent Year-End Balance Sheets" means the unaudited balance sheet of Woods
      US and Woods Canada as of December 31, 2006.

     

    "Most
      Recent Year-End Balance Sheet Date" means December 31, 2006.

     

    "Most
      Recent Year-End Financial Statements" means Financial Statements as of, and
      for the year ended, December 31, 2006.

     

    "Multiemployer
      Plan" - As defined in Section 7.22(a)(i).

     

    "Non-Controlling
      Party" - As defined in Section 12.3(d).

     

    "Objection
      Notice" - As defined in Section 12.3(b).

     

    "Order"
      means any decree, order, judgment, writ, award, injunction, stipulation or
      consent of or by, or settlement agreement with, a Governmental
      Authority.

     

    "Ordinary
      Course" means the ordinary course of business of Sellers and Woods Canada,
      consistent with past practice and custom (including with respect to quantity
      and
      frequency).

     

    "Payoff
      Letter" - As defined in Section 2.2(d).

     

    "PCBs"
      - As defined in clause (v) of the definition of Hazardous Material.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    "Pentland"
      means any Liabilities arising under the terms of the Stock Purchase Agreement
      dated December 2, 1996 among Katy, Pentland U.S.A. Inc. and Medallion Shoe
      Corporation.

     

    "Permits"
      means all permits, authorizations, approvals, decisions, zoning orders,
      franchises, registrations, licenses, filings, certificates, variances or similar
      rights granted by or obtained from any Governmental Authority, including
      Environmental Permits.

     

    "Permitted
      Liens" means (a) liens for Taxes recorded on the Final Closing Balance
      Sheets, (b) liens for Taxes not yet due and payable, (c) landlord and lessor
      liens existing under the terms and conditions of leases of real or personal
      property, but not any such lien that has arisen or exists as a result of a
      default or breach by either Woods US or Woods Canada of any obligation
      thereunder or the failure of any condition thereunder to be satisfied, (d)
      liens
      on Retained Assets, (e) mechanic's, materialmen's and similar liens arising
      or
      incurred in the Ordinary Course which liens relate to obligations not yet due
      on
      payable and have not had and are not reasonably likely to have a Material
      Adverse Effect and (f) restrictions on the ownership or transfer of securities
      arising under applicable securities Laws.

     

    "Person"
      means any natural person, corporation, partnership, limited liability company,
      joint venture, trust, association or unincorporated entity of any
      kind.

     

    "Post
      Closing Tax Return" – As defined in Section 15.2.

     

    "Prepaids"
      means all deposits and advances, prepaid expenses and other prepaid items of
      Woods US, to the extent the foregoing are transferable to US Purchaser, or
      of
      Woods Canada, and the full amount thereof is realizable by US Purchaser or
      Woods
      Canada after the Closing, but not including any prepaid insurance, taxes and
      licenses.

     

    "Purchase
      Price" means the Base Purchase Price paid by Purchasers for the Purchased
      Assets, Assumed Liabilities, the Shares, the US Related Assets and the Canadian
      Related Assets pursuant to this Agreement, as such amount may be adjusted
      pursuant to Sections 2.3 and 2.4 of this Agreement.

     

    "Purchase
      Price Allocation Schedule" – As defined in Section 2.8.

     

    "Purchased
      Assets" means all assets, rights and properties owned or held by Woods US on
      the Closing Date, whether or not carried and reflected on the books of Woods
      US
      and whether tangible or intangible, except for the US Retained Assets, including
      the following:

     

    (a)  Cash;

     

    (b)  Accounts
      Receivable;

     

    (c)  Prepaids;

     

    (d)  Inventory
      of Woods US;

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (e)  all
      tangible assets, including vehicles and other transportation equipment,
      machinery, equipment, tools, spare parts, operating supplies, furniture and
      office equipment, fixtures, leasehold improvements, telephone systems,
      telecopiers, photocopiers and computer hardware of Woods US located at the
      Leased Real Property and the tangible assets located at the Retained Leased
      Property that are listed on Exhibit A to the Bill of Sale;

     

    (f)  all
      of
      Woods US's right, title and interest in and to the Leased Real Property other
      than the Retained Leased Property;

     

    (g)  all
      of
      Woods US's right, title and interest in, to or under the Assumed Contracts
      to
      the extent transferable or assignable to US Purchaser;

     

    (h)  all
      of
      Woods US's right, title and interest in and to the Intellectual Property to
      the
      extent transferable or assignable to US Purchaser;

     

    (i)  all
      Permits of Woods US to the extent transferable or assignable to US
      Purchaser;

     

    (j)  all
      of
      Woods US's right, title and interest in choses in action, claims and causes
      of
      action or rights of recovery or set-off of every kind and character, including
      under warranties, guarantees and indemnitees in respect of any Purchased Assets
      and Assumed Liabilities;

     

    (k)  all
      of
      Woods US's files, papers, documents and records, including credit, sales and
      accounting records, price sheets, catalogues and sales literature, books,
      processes, advertising material, stationery, office supplies, forms, manuals,
      correspondence, logs, employment records and any other information reduced
      to
      writing in respect of any Purchased Assets and Assumed Liabilities;

     

    (l)  a
      copy of
      Woods US's general ledgers and books of original entry;

     

    (m)  Woods
      US's right title and interest in the PeopleSoft software to the extent
      transferable or assignable; and

     

    (n)  any
      refunds or credits for Taxes that are related to Assumed Taxes.

     

    "Purchasers"
      mean the US Purchaser and the Canadian Purchaser.

     

    "Purchasers'
      Indemnitees" - As defined in Section 12.1.

     

    "Quarterly
      Inventory Adjustment Calculation" - As defined in Section
      2.5(b).

     

    "Release"
      means adding, depositing, spilling, leaking, pumping, pouring, emitting,
      emptying, discharging, injecting, escaping, leaching, disposing or
      dumping.

     

    "Response"
      - As defined in Section 12.3(b).

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    "Restricted
      Actions" shall mean any of the following: (i) Katy shall sell, dispose or
      convey (whether by merger or otherwise) substantially all of the assets which
      it
      currently owns other than sales of inventory in the ordinary course of business,
      or (ii) Katy shall dissolve or liquidate.

     

    "Retained
      Contracts" means the Contracts listed on Schedule 1.6 attached
      hereto.

     

    "Retained
      Entity" means Glit/Gemtex, Ltd., a Canadian corporation.

     

    "Retained
      Lease" means that certain Lease dated as of March 12, 1993 by and between
      AMS Development Company, Inc. and Woods Industries, Inc., as
      successor-in-interest to Woods Wire Products Acquisition Corp., as amended
      by
      Modification of Lease dated as of October 5, 1994.

     

    "Retained
      Leased Property" means the manufacturing facility located at 511 Third
      Avenue, SW, Carmel, Indiana.

     

    "Sellers'
      Indemnitees" - As defined in Section 12.2.

     

    "Sellers'
      Knowledge" means the actual knowledge of Anthony Castor, Amir Rosenthal,
      Phil Reinkemeyer, Chris Anderson, Yvan Carriere, Gordon Underwood, Mike Griesi,
      Greg Chandler, Vick Poopalasingham and Trish Irbe, in each case, after due
      inquiry and reasonable investigation.

     

    "Shares"
      means all of the outstanding common shares of Woods Canada.

     

    "Share
      Purchase Price" means the amount paid to Katy in respect of Woods Canada as
      set forth on Schedule 2.2.

     

    "Subsidiary"
      means, with respect to any Person, any other Person in which such Person has
      direct or indirect equity or other ownership interest that represents fifty
      percent (50%) or more of the aggregate equity or other ownership interest in
      such other Person, or has the power to vote or direct the voting of sufficient
      securities to elect a majority of the directors, governors, or persons holding
      similar positions or performing similar functions.

     

    "Substances"
      - As defined in clause (i) of the definition of Hazardous Material.

     

    "Target
      Canadian Net Working Capital means $5,903,000.  Attached hereto as
Schedule 2.1 is a schedule that shows the calculations used to establish
      the Target Canadian Net Working Capital.

     

    "Target
      US Net Working Capital" means $35,421,000.  Attached hereto as
Schedule 2.1 is a schedule that shows the calculations used to establish
      the Target US Net Working Capital.

     

    "Tax
      Authority" means any Governmental Authority responsible for administrating
      Laws relating to Taxes

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    "Tax
      Claim" means (i) a written notice of intent to audit, examine, or conduct
      another proceeding, (ii) a written notice of deficiency, (iii) a written notice
      of reassessment, (iv) a written proposed readjustment, (v) a written assertion
      of claim, or (vi) a written demand, in each case by or from, a Tax Authority
      with respect to any Taxes or Tax Returns of Woods Canada, or the
      Sellers.

     

    "Tax
      Contest" – As defined in Section 15.3.

     

    "Tax
      Escrow Agent" means a financial institution mutually acceptable to Canadian
      Seller and Canadian Purchaser as escrow agent.

     

    "Tax
      Return" means any report, return declaration, election, designation, form,
      notice, information return, statement or other information filed with or
      required to be supplied in connection with any Taxes.

     

    "Taxes"
      means all taxes, charges, fees, duties (including customs duties), unclaimed
      property liabilities, levies or other assessments, including net income, gross
      income, capital gains, gross receipts, net receipts, gross proceeds, net
      proceeds, ad valorem, profits, real and personal property (tangible and
      intangible), gaming, sales, use, franchise, capital, excise, value added, stamp,
      leasing, lease, user, transfer, fuel, excess profits, occupational, windfall
      profits, license, payroll, employment, environmental, capital stock, disability,
      severance, employee's income withholding, other withholding, health, pension,
      unemployment and Social Security taxes, which are imposed by any Tax Authority,
      and other taxes, charges or fees assessed by any Tax Authority, including any
      interest, penalties or additions to tax attributable thereto including the
      Goods
      and Services Tax, the Harmonized Sales Tax, the Quebec Sales Tax and the various
      provincial retail sales taxes in Canada.

     

    "Transaction
      Bonuses" means the bonuses identified in Section 7.21(c)(ii) of the
      Disclosure Schedule.

     

    "Transfer
      Taxes" means any and all transfer, sales, use, purchase, intangible stamp,
      or similar Taxes imposed on a Party hereto as a result of the transfer of any
      Purchased Assets or the Shares pursuant to transactions contemplated by this
      Agreement.

     

    "Transferred
      Employee" - As defined in Section 14.1(a).

     

    "U.L."
      – As defined in Section 7.26.

     

    "U.L.
      Licenses" – As defined in Section 7.26.

     

    "US
      Benefit Plans" - As defined in Section 7.21(a).

     

    "US
      Business" means the manufacturing and marketing by Woods US of extension
      cords, multi-outlet products, garden lighting, landscape lighting, timers and
      home controls.

     

    "US
      Net Working Capital" means the Current Assets of Woods US minus the Current
      Liabilities of Woods US which shall be calculated in accordance with the
      Accounting Principles.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    "US
      Post Closing Adjustment Amount" – As defined in Section
      2.4(e).

     

    "US
      Purchaser" means a new subsidiary of Coleman to be formed in Delaware prior
      to the Closing Date.

     

    "US
      Related Assets" means assets that are used in the US Business but not owned
      or leased directly by Woods US as set forth on Schedule 1.4.

     

    "US
      Retained Assets" means the following:

     

    (a)  Woods
      US's corporate seal, minute books and stock record books, the general ledgers
      and books of original entry, all tax returns and other tax records, reports,
      data, files and documents;

     

    (b)  all
      of
      Woods US's Accounts Receivable that are owed to it by its
      Affiliates;

     

    (c)  the
      Retained Lease and the Retained Leased Property;

     

    (d)  the
      Retained Contracts;

     

    (e)  all
      tangible assets located at the Retained Leased Property other than those set
      forth on Exhibit A to the Bill of Sale;

     

    (f)  income
      Tax assets allocated by Katy to Woods US and any refunds or credits with respect
      to or arising from any Taxes (other than Assumed Taxes);

     

    (g)  prepaid
      insurance allocated by Katy to Woods US;

     

    (h)  the
      $480,000 long-term Accounts Receivable from Orgill;

     

    (i)  all
      right, title and interest in choses of action, claims and causes of action
      or
      rights of recovery or set-off of every kind and character, including under
      warranties, insurance policies, guarantees and indemnitees of Woods US, but
      only
      to the extent related solely to another US Retained Asset or US Retained
      Liability (and not related to any Purchased Asset or Assumed
      Liability);

     

    (j)  the
      capital stock of TTI Holdings, Inc. a Delaware corporation;

     

    (k)  the
      rights of Woods US under this Agreement;

     

    (l)  all
      right, title and interest in any insurance policies of Woods US, including
      those
      identified in Section 7.18 of the Disclosure Schedule, together with the
      right to make claims thereunder and to seek refunds of premiums paid on account
      thereof;

     

    (m)  all
      right, title and interest in, to and under the assets of Woods US identified
      on
Schedule 1.1; and

     

    (n)  all
      prepaid insurance, taxes and licenses.

     

    
      
        
        

      

      
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    "US
      Retained Liabilities" - As defined in Section 2.7.

     

    "WARN
      Act" – As defined in Section 14.3.

     

    "Work"
      – As defined in Section 5.11.

     

    1.3  Interpretation.  Unless
      the context of this Agreement otherwise requires, (a) words of any gender shall
      be deemed to include each other gender, (b) words using the singular or plural
      number shall also include the plural or singular number, respectively, (c)
      references to "hereof", "herein", "hereby" and similar terms shall refer to
      this
      entire Agreement, (d) all references in this Agreement to Articles, Sections
      and
      Exhibits shall mean and refer to Articles, Sections and Exhibits of this
      Agreement, (e) all references to statutes and related regulations shall include
      all amendments of the same and any successor or replacement statutes and
      regulations, (f) references to any Person shall be deemed to mean and include
      the successors and permitted assigns of such Person (or, in the case of a
      Governmental Authority, Persons succeeding to the relevant functions of such
      Person) and (g) "including" shall mean "including without
      limitation".

     

    ARTICLE
      II

     

    Purchase
      and Sale, Purchase Price,

     

    Allocation
      and Other Related Matters

     

    2.1  Purchase
      of Purchased Assets and Shares and Assumption of Assumed
      Liabilities.  Upon the terms and subject to the conditions of this
      Agreement, at the Closing on the Closing Date, (a) Woods US shall sell, assign,
      convey, transfer and deliver to US Purchaser, and US Purchaser shall acquire
      from Woods US, the Purchased Assets free and clear of all Liens other than
      Permitted Liens, (b) Katy shall sell assign and transfer to Canadian Purchaser,
      and Canadian Purchaser shall purchase from Katy, the Shares, free and clear
      of
      all Liens (other than restrictions on the ownership or transfer of securities
      arising under applicable securities Laws) with all rights and benefits attaching
      thereto and (c) US Purchaser shall assume the Assumed
      Liabilities.  Notwithstanding anything herein to the contrary, the US
      Retained Assets and the US Retained Liabilities will be retained by Woods US
      and
      not sold, assigned, conveyed, transferred or delivered to US Purchaser hereunder
      and the Canadian Retained Assets and Canadian Retained Liabilities will be
      transferred to Katy prior to the Closing pursuant to Section
      5.9.

     

    2.2  Payment
      of the Purchase Price.  The Purchase Price shall be payable as
      follows:

     

    (a)  Subject
      to the terms and conditions hereof, at the Closing, US Purchaser shall pay,
      by
      wire transfer of immediately available funds, the Asset Purchase Price and
      the
      Canadian Purchaser shall pay the Share Purchase Price.  The Asset
      Purchase Price shall be reduced by the Transaction Bonuses of Woods US, any
      amount applicable to Woods US owed pursuant to Section 2.2(d) and the
      Escrow Amount.  The Share Purchase Price shall be reduced by the
      Transaction Bonuses of Woods Canada and any amount applicable to Woods Canada
      owed pursuant to Section 2.2(d).

     

    
      
        
        

      

      
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    (b)  At
      the
      Closing, the US Purchaser shall pay by wire transfer of immediately available
      funds the Escrow Amount to the Escrow Agent to be held in the Escrow Account
      in
      accordance with the terms and conditions of the Escrow Agreement.  The
      Escrow Amount shall be released from escrow pursuant to the terms and conditions
      of the Escrow Agreement.

     

    (c)  At
      the
      Closing, the US Purchaser shall pay by wire transfer of immediately available
      funds, the Transaction Bonuses applicable to the employees of Woods US and
      the
      Canadian Purchaser shall pay by wire transfer of immediately available funds,
      the Transaction Bonuses applicable to the employees of Woods Canada, each less
      any amount to be withheld for tax purposes.

     

    (d)  At
      the
      Closing, the US Purchaser and Canadian Purchaser, as applicable, shall pay,
      by
      wire transfer of immediately available funds, to each holder of the Indebtedness
      indicated on Schedule 2.2(d), the amount then due to each such holder
      pursuant to payoff letters and other documentation in form reasonably acceptable
      to Coleman and Purchasers evidencing the amount of the Indebtedness and
      releasing Woods Canada and the Purchased Assets, as applicable, of all
      Liabilities with respect to the Indebtedness upon such payment (each, a
      "Payoff Letter").  At the Closing, Sellers shall deliver copies
      of the Payoff Letters to Coleman and Purchasers.

     

    2.3  Pre
      Closing Purchase Price Adjustment.

     

    (a)  At
      least
      three (3) Business Days prior to the Closing Date, Woods US shall provide to
      Coleman and US Purchaser the Estimated US Net Working Capital, without giving
      effect to any of the transactions contemplated hereby, in the form of
Schedule 2.3(a), together with related supporting schedules, calculations
      and documentation and, if any, the resulting Estimated US Working Capital
      Overage or Estimated US Working Capital Underage.  On the Closing
      Date, the Purchase Price shall be adjusted by either (i) increasing the Asset
      Purchase Price by the Estimated US Working Capital Overage or decreasing the
      Asset Purchase Price by the Estimated US Working Capital Underage.

     

    (b)  At
      least
      three (3) Business Days prior to the Closing Date, Katy shall provide to Coleman
      and Canadian Purchaser the Estimated Canadian Net Working Capital, without
      giving effect to any of the transactions contemplated hereby, in the form of
      Schedule 2.3(b), together with related supporting schedules, calculations
      and documentation and, if any the resulting Estimated Canadian Working Capital
      Overage or Estimated Canadian Working Capital Underage.  On the
      Closing Date, the Purchase Price shall be adjusted by either (i) increasing
      the
      Shares Payment Amount by the Estimated Canadian Working Capital Overage or
      decreasing the Shares Payment Amount by the Estimated Canadian Working Capital
      Underage.

     

    2.4  Post
      Closing Purchase Price
      Adjustment.  (a)    Within sixty (60) days
      after the Closing Date, Coleman and Purchasers shall provide to Sellers a
      statement (the "Closing Statement"), together with related supporting
      schedules, calculations and documentation, which sets forth in reasonable detail
      the Final US Net Working Capital and the Final Canadian Net Working Capital
      as
      of the Closing Date as reflected on the Final Closing Balance Sheets, without
      giving effect to any of the transactions contemplated hereby.  The
      Final US Net Working Capital and the Final Canadian Net Working Capital as
      set
      forth on the Closing Statement shall be calculated in accordance with the
      Accounting Principles.

     

    
      
        
        

      

      
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    (b)  Within
      thirty (30) days after the Closing Statement is delivered to Sellers pursuant
      to
Section 2.4(a), Sellers shall complete their examination thereof and
      shall deliver to Coleman and Purchasers either (i) a written acknowledgement
      accepting the Closing Statement; or (ii) a written report setting forth in
      reasonable detail any proposed adjustments to the Closing Statement
      ("Adjustment Report").  If Sellers fail to respond to Coleman
      and Purchasers within such thirty (30) day period, Sellers shall be deemed
      to
      have accepted and agreed to the Closing Statement as delivered pursuant to
      Section 2.4(a).

     

    (c)  In
      determining the Post Closing Adjustment Amounts, Sellers and Purchasers shall
      make available to each other's representatives reasonable access to the work
      papers used by them in the preparation of the Closing Statement and Adjustment
      Report and reasonable access to each other's personnel and representatives
      responsible for the preparation of the Closing Statement and Adjustment
      Report.

     

    (d)  In
      the
      event Sellers, Coleman and Purchasers fail to agree on any of Sellers' proposed
      adjustments contained in the Adjustment Report within thirty (30) days after
      Coleman and Purchasers receive the Adjustment Report, then Sellers, Coleman
      and
      Purchasers agree that a mutually acceptable nationally recognized independent
      accounting firm or other mutually acceptable nationally recognized financial
      services provider ("Independent Auditors") shall make the final
      determination with respect to the correctness of the proposed adjustments in
      the
      Adjustment Report in light of the terms and provisions of this
      Agreement.  Coleman, Purchasers and Sellers shall use their
      commercially reasonable efforts to select the Independent Auditors within ten
      (10) days of the expiration of such thirty (30) day period and to cause the
      Independent Auditors to resolve all disagreements as soon as practicable, but
      in
      any event within sixty (60) days after submission of the dispute to the
      Independent Auditors.  The Independent Auditors will review only those
      items and amounts specifically submitted by the Sellers and Coleman and
      Purchasers and for each disputed item or amount, the Independent Auditor will
      be
      limited to selecting either (a) the calculation of the disputed amount set
      forth
      on the Closing Statement or (b) the calculation of the disputed amount set
      forth
      on the Adjustment Report.  The decision of the Independent Auditors
      with respect to the Final US Net Working Capital and/or the Final Canadian
      Net
      Working Capital, as applicable, shall be final and binding on Sellers, Coleman
      and Purchasers.  Sellers and Purchasers shall each pay one-half of the
      Independent Auditors' fees and expenses incurred in connection with this
Section 2.4(d).

     

    (e)  Post
      Closing Adjustment Amount.

     

    
      	
              i.  

            	
              Based
                on the final determination of the Final US Net Working Capital, the
                parties shall calculate the "US Post Closing Adjustment Amount",
                which shall equal the Estimated US Net Working Capital less the Final
                US
                Net Working Capital.  If the US Post Closing Adjustment Amount
                is a positive number, then an amount representing a reduction in
                the Asset
                Purchase Price equal to such number shall be paid to the US Purchaser
                out
                of the Escrow Amount in accordance with the Escrow Agreement; provided
                that if the Escrow Amount is insufficient to pay the entire US Post
                Closing Adjustment Amount, then the remainder shall be paid by Woods
                US to
                the US Purchaser within five (5) Business Days of such final
                determination, by wire transfer of immediately available
                funds.  If the US Post Closing Adjustment Amount is a negative
                number, then an amount representing additional Asset Purchase Price
                equal
                to the absolute value of such number shall be paid by US Purchaser
                to
                Woods US within five (5) Business Days of such final determination,
                by
                wire transfer of immediately available
                funds.

            


    

     

    
      
        
        

      

      
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              ii.  

            	
              Based
                on the final determination of the Final Canadian Net Working Capital,
                the
                parties shall calculate the "Canadian Post Closing Adjustment
                Amount", which shall equal the Estimated Canadian Net Working Capital
                less the Final Canadian Net Working Capital.  If the Canadian
                Post Closing Adjustment Amount is a positive number, then an amount
                representing a reduction in the Stock Purchase Payment equal to such
                number shall be paid out of the Escrow Amount to the Canadian Purchaser
                in
                accordance with the Escrow Agreement; provided that if the Escrow
                Amount
                is insufficient to pay the entire Canadian Post Closing Adjustment
                Amount,
                then the remainder shall be paid by Katy to the Canadian Purchaser
                within
                five (5) Business Days of such final determination, by wire transfer
                of
                immediately available funds.  If the Canadian Post Closing
                Adjustment Amount is a negative number, then an amount representing
                additional Stock Purchase Payment equal to the absolute value of
                such
                number shall be paid by Canadian Purchaser to Katy within five (5)
                Business Days of such final determination, by wire transfer of immediately
                available funds.

            


    

     

    2.5  Post-Closing
      Inventory Adjustment.

     

    (a)  Coleman
      agrees that during the one (1) year following the Closing (the "Inventory
      Adjustment Period"), the Purchasers shall use commercially reasonable
      efforts to sell the Identified Inventory.  The parties agree
      "commercially reasonable efforts" shall not require the Purchasers to retain
      any
      third parties to sell the Identified Inventory.

     

    (b)  Within
      fifteen (15) days after the end of each fiscal quarter during the Inventory
      Adjustment Period, Purchasers shall provide to Sellers a calculation of the
      Inventory Adjustment (the "Quarterly Inventory Adjustment Calculation"),
      based upon the amount of remaining Identified Inventory as of the end of such
      fiscal quarter.  The "Inventory Adjustment" shall be equal to
      the 50% of the difference between (a) the net book value of the remaining
      Identified Inventory minus (b) $1,000,000.

     

    (c)  If
      a
      Quarterly Inventory Adjustment Calculation reflects an Inventory Adjustment
      that
      is less than the outstanding balance in the Escrow Account as of the end of
      such
      fiscal quarter, then an amount equal to excess of the balance in the Escrow
      Account over the Inventory Adjustment for such fiscal quarter shall be released
      to the Sellers out of the Escrow Amount in accordance with the Escrow Agreement,
      provided that no release shall be made from the Escrow Account pursuant to
      this
Section 2.5(c) unless the procedures set forth in Section 2.4 have
      been completed, including any payments required by Section
      2.4(e).

     

    
      
        
        

      

      
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    (d)  Within
      (15) days after the end of the Inventory Adjustment Period, the Purchasers
      shall
      provide to Sellers a calculation of the Inventory Adjustment (the "Final
      Inventory Adjustment Calculation"), based upon the amount of remaining
      Identified Inventory as of the end of the Inventory Adjustment
      Period.  If the Final Inventory Adjustment Calculation reflects an
      Inventory Adjustment that is a positive number, then an amount representing
      a
      reduction in the Asset Purchase Price equal to such number shall be paid to
      the
      Purchasers out of the Escrow Amount in accordance with the Escrow Agreement;
      provided that if the Escrow Amount is insufficient to pay the entire Inventory
      Adjustment, then the remainder shall be paid by the Sellers to the Purchasers
      within five (5) Business Days of receipt by Sellers of such Final Inventory
      Adjustment Calculation, by wire transfer of immediately available
      funds.  If the Inventory Adjustment is a negative number, then no
      adjustments shall be made and the remaining Escrow Amount shall be released
      to
      the Sellers in accordance with the Escrow Agreement, provided that no release
      shall be made from the Escrow Account pursuant to this Section 2.5(d)
      until such time as the procedures set forth in Section 2.4 have been
      completed, including any payments required by Section
      2.4(e).

     

    2.6  Assumed
      Liabilities.  As additional consideration for the purchase of the
      Purchased Assets, US Purchaser shall, at the Closing, by its execution and
      delivery of an Assumption Agreement substantially in the form of Exhibit
      B (the "Assumption Agreement"), assume, agree to perform, and in due
      course pay and discharge, only the following obligations and liabilities of
      Woods US relating to the US Business (collectively, the "Assumed
      Liabilities"):

     

    (a)  accounts
      payable of Woods US incurred in the Ordinary Course, but only to the extent
      reflected or reserved for on the Final Closing Balance Sheets for Woods US
      as
      Current Liabilities;

     

    (b)  accrued
      expenses of Woods US to the extent reflected or reserved for on the Final
      Closing Balance Sheet of Woods US as Current Liabilities; excluding, for the
      avoidance of doubt, any (i) accrued expenses relating to any employees of Woods
      US other than the Transferred Employees, (ii) accrued expenses included in
      the
      US Retained Liabilities or (iii) accrued Taxes other than those that constitute
      Assumed Taxes.

     

    (c)  the
      obligations and liabilities of Woods US arising after the Closing Date under
      Assumed Contracts; provided, however, US Purchaser is not assuming
      any Liabilities of Woods US in respect of a breach of or default under any
      such
      Assumed Contracts prior to the Closing Date; and

     

    (d)  liabilities
      for Assumed Taxes.

     

    2.7  Retained
      Liabilities.  US Purchaser shall not assume or pay any, and Woods
      US shall continue to be responsible for each, Liability of Woods US whether or
      not relating to the US Business, not expressly assumed by US Purchaser in
Section 2.6 (collectively, the "US Retained
      Liabilities").  Specifically, without limiting the foregoing, the
      US Retained Liabilities shall include the following:

     

    (a)  any
      Liability arising out of or relating to the closing of the manufacturing
      facility located at the Retained Leased Property;

     

    
      
        
        

      

      
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    (b)  any
      Indebtedness of Woods US;

     

    (c)  any
      Liability relating to Pentland;

     

    (d)  accrued
      expenses relating to any employees of Woods US other than the Transferred
      Employees;

     

    (e)  all
      obligations and Liabilities arising out of any claim, action, suit or
      proceeding, including Environmental Claims, with respect to the Purchased Assets
      for which the actions, omissions or events giving rise to the claim, action,
      suit or proceeding occurred on or prior to the Closing Date, notwithstanding
      the
      discovery of those actions, omissions or events after the Closing Date or the
      disclosure thereof in the Disclosure Schedule;

     

    (f)  any
      Liability arising out of or relating to the US Retained Assets;

     

    (g)  any
      Liability of Katy allocated to Woods US including but not limited to Liabilities
      arising out of or related to workers' compensation, general liability or health
      insurance;

     

    (h)  any
      Liability (whether direct or as a result of successor liability, transferee
      liability, joint and several liability, or contractual liability) of Woods
      US
      for Taxes (including all income Taxes of Woods US incurred on, after, or before
      the Closing Date) that are unrelated to the Purchased Assets, the US Business,
      or the Transferred Employees (whether accrued or payable on, after, or before
      the Closing Date and whether or not reserved for on the Final Closing Balance
      Sheets) and any Liability (whether direct or as a result of transferee
      liability, joint and several liability, or contractual liability) for Taxes
      (other than Assumed Taxes) for periods (or portions thereof) ending on the
      Closing Date that are related to the Purchased Assets, the US Business, or
      the
      Transferred Employees (whether accrued or payable on, after, or before the
      Closing Date and whether or not reserved for on the Final Closing Balance
      Sheets);

     

    (i)  any
      Liability arising from claims, proceedings or causes of action resulting from
      property damage (including cargo claims) or personal injuries (including death)
      caused by products sold or services rendered by Woods US, notwithstanding the
      disclosure thereof in the Disclosure Schedule;

     

    (j)  any
      Liability arising from guarantees, warranty claims or other Contract terms
      with
      respect to products sold or services rendered by Woods US;

     

    (k)  any
      pension, retirement, deferred compensation or similar Liability;

     

    (l)  any
      accrued insurance charges or insurance claims, retroactive insurance rate
      adjustments or insurance premiums payable for pre-Closing periods;

     

    (m)  any
      Change of Control Payment; and

     

    (n)  any
      amounts payable by Woods US to its Affiliates.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    2.8  Allocation.  Within
      sixty (60) days of the determination of the Final Closing Balance
      Sheet,  US Purchaser shall provide to Woods US a schedule allocating
      the Asset Purchase Price (and Assumed Liabilities) among the Purchased Assets
      (the "Purchase Price Allocation Schedule").  The Purchase Price
      Allocation Schedule will be prepared in accordance with the applicable
      provisions of the Code and the methodologies set forth in Schedule
      2.8.  US Purchaser and Woods US agree for all Tax reporting
      purposes to report the transactions in accordance with the Purchase Price
      Allocation Schedule unless otherwise required by a determination of a Taxing
      Authority that is final.  Woods US and the US Purchaser shall make
      appropriate adjustments to the Purchase Price Allocation Schedule to reflect
      changes in the Asset Purchase Price.

     

    ARTICLE
      III

     

    Closing
      and Closing Date Deliveries

     

    3.1  Closing.  The
      term "Closing" as used herein shall refer to (i) the actual conveyance,
      transfer, assignment and delivery of the Purchased Assets to US Purchaser in
      exchange for the Asset Purchase Price delivered to Woods US and (ii) the
      conveyance, transfer, sale and delivery of the Shares to Canadian Purchaser
      in
      exchange for the Share Purchase Price delivered to Katy.  The Closing
      shall take place at the offices of Winston & Strawn LLP, 35 West Wacker
      Drive, Chicago, Illinois 60601, at 10:00 a.m. local time on November 30, 2007,
      or at such other place and time or on such other date as is mutually agreed
      to
      in writing by Katy and Coleman ("Closing Date").

     

    3.2  Closing
      Deliveries by Sellers.  At the Closing, Sellers shall deliver to
      Coleman and Purchasers:

     

    (a)  A
      Bill of
      Sale and Assignment Agreement, substantially in the form of Exhibit C
      (the "Bill of Sale"), as executed by Woods US;

     

    (b)  Conveyance
      Instrument for Canadian Related Assets;

     

    (c)  Share
      certificates representing all of the Shares, with Share powers in proper form
      for transfer, duly executed by Katy;

     

    (d)  Receipt
      for Asset Purchase Price and Share Purchase Price;

     

    (e)  A
      certificate of the Secretary or an Assistant Secretary for each of Katy, Woods
      US and Woods Canada, respectively, certifying as to:  (i) its
      certificate and articles of incorporation or similar governing documents, as
      certified by the authority in the jurisdiction of its incorporation, not earlier
      than ten (10) days prior to the Closing Date; (ii) its by-laws, as amended;
      (iii) resolutions of its Board of Directors authorizing and approving the
      execution, delivery and performance by it of this Agreement and any agreements,
      instruments, certificates or other documents executed by it pursuant to this
      Agreement, and (iv) the incumbency and signatures of its officers;

     

    (f)  Resolution
      of the Board of Directors of Woods Canada authorizing the sale and transfer
      of
      the Shares;

     

    
      
        
        

      

      
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    (g)  A
      certificate of the Secretary of State or equivalent, or in the case of Woods
      Canada, Registrar of Corporations, of the jurisdiction of incorporation (as
      applicable), and of each other jurisdiction set forth in Section 7.1 of
      the Disclosure Schedule, in each case as of a date not earlier than ten (10)
      days prior to the Closing Date, as to the good standing and foreign
      qualification of Woods Canada in such jurisdictions;

     

    (h)  A
      certificate, dated the Closing Date, executed by the appropriate officers of
      Sellers, required by Section 9.2;

     

    (i)  The
      consents, authorizations and approvals of the Governmental Authorities and
      other
      Persons set forth in Schedule 9.5, together with any and all other
      consents, authorizations and approvals of other Persons under additional
      Contracts identified in Section 7.6(b) of the Disclosure Schedule that
      have been obtained by Sellers as of the Closing;

     

    (j)  Payoff
      Letters and releases necessary to terminate and discharge any and all Liens
      on
      the Purchased Assets other than Permitted Liens, and all Liens on the
      Shares;

     

    (k)  Resignations
      of members of the board of directors and officers of Woods Canada as requested
      by Coleman before the Closing;

     

    (l)  All
      corporate seals, minute books, Shares records and other similar records
      pertaining to Woods Canada in the possession of Katy, Woods Canada or any of
      its
      Affiliates;

     

    (m)  A
      certificate of insurance adding Coleman and Purchasers as third party
      beneficiaries of Katy's general liability insurance policy;

     

    (n)  Escrow
      Agreement, executed by Sellers;

     

    (o)  Evidence
      of transfer to Katy of the Canadian Retained Assets as required by Section
      5.9;
      and

     

    (p)  Such
      other documents as Coleman and Purchasers may reasonably request to carry out
      the purposes of this Agreement, including the documents to be delivered pursuant
      to Article IX and in connection with the transfer of the US Related
      Assets and Canadian Related Assets.

     

    3.3  Closing
      Deliveries by Coleman and Purchasers.  At the Closing, Coleman and
      Purchasers shall deliver to Sellers:

     

    (a)  The
      payments to be delivered by Purchasers pursuant to Section
      2.2;

     

    (b)  A
      certificate of the Secretary or an Assistant Secretary of Coleman and each
      Purchaser certifying as to:  (i) its certificate and articles of
      incorporation; (ii) its by-laws, as amended; (iii) resolutions of its Board
      of
      Directors authorizing and approving the execution, delivery and performance
      by
      it of this Agreement and any agreements, instruments, certificates or other
      documents executed by it pursuant to this Agreement; and (iv) the incumbency
      and
      signatures of its officers;

     

    
      
        
        

      

      
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    (c)  A
      certificate as of a date not earlier than ten (10) days prior to the Closing
      Date, as to the good standing of US Purchaser;

     

    (d)  A
      certificate as of a date not earlier than ten (10) days prior to the Closing
      Date, as to the good standing of Canadian Purchaser;

     

    (e)  The
      certificate, dated the Closing Date, executed by the appropriate officer of
      Coleman and each Purchaser, required by Section 10.2;

     

    (f)  The
      Assumption Agreement executed by US Purchaser reflecting the assumption of
      the
      liabilities set forth in Section 2.6;

     

    (g)  Escrow
      Agreement, as executed by Purchasers and Coleman;

     

    (h)  A
      certificate of insurance adding Woods US and Katy as third party beneficiaries
      of Coleman's general liability insurance policy;
      and

     

    (i)  Such
      other documents as Sellers may reasonably request to carry out the purposes
      of
      this Agreement, including the documents to be delivered pursuant to Article
      X.

     

    3.4  Cooperation.  Sellers,
      Coleman and Purchasers shall, on request, on and after the Closing Date,
      cooperate with one another by furnishing any additional information, executing
      and delivering any additional documents and/or instruments and doing any and
      all
      such other things as may be reasonably required by the parties to consummate
      or
      otherwise implement the transactions contemplated by this
      Agreement.

     

    ARTICLE
      IV

     

    Pre-Closing
      Filings

     

    4.1  Government
      Filings.  Sellers and Coleman covenant and agree with each other
      to (a) promptly file, or cause to be promptly filed, with any Governmental
      Authorities all such notices, applications or other documents as may be
      necessary to consummate the transactions contemplated hereby and (b) thereafter
      diligently pursue all consents or approvals from any such Governmental
      Authorities as may be necessary to consummate the transactions contemplated
      hereby.

     

    
      
        
        

      

      
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    ARTICLE
      V

     

    Pre-Closing
      Covenants

     

    5.1  Access
      to Information.  Sellers shall upon reasonable notice during
      normal business hours prior to the Closing make the properties, assets, books
      and records, including supplier and customer lists, receivables records,
      equipment lists, accountants' work papers and reports, real estate and
      environmental records and reports, personnel records and all agreements,
      pertaining to the US Business, the Purchased Assets and Woods Canada available
      for examination, inspection and review by Coleman and Purchasers and their
      representatives.  Sellers shall at all reasonable times prior to the
      Closing provide access to Coleman  and their representatives to
      conduct Phase I environmental assessments as required by Section 9.7 of
      this Agreement.  Coleman and Purchasers may make such inquiries of
      such Persons having business relationships with Woods US and Woods Canada,
      including customers, suppliers and employees, as Coleman and Purchasers shall
      reasonably determine, upon reasonable notice to and with the prior consent
      of
      Sellers, which consent shall not be unreasonably withheld.  No such
      examination, inspection or review by Coleman and Purchasers or their
      representatives shall in any way affect, diminish or terminate any of the
      representations, warranties or covenants of Sellers and Woods Canada expressed
      in this Agreement.

     

    5.2  Maintenance
      of Business and Notice of
      Changes.  (a)    Except as specifically
      contemplated by this Agreement, pending the Closing, each Seller and Woods
      Canada shall use all commercially reasonable efforts to preserve and protect
      the
      goodwill, rights, properties and assets of the US Business, the Purchased
      Assets, the US Related Assets, the Canadian Related Assets and the Canadian
      Business, to keep available to the US Business, the Canadian Business, Coleman
      and Purchasers the services of its employees, and to preserve and protect Woods
      US's and Woods Canada's relationships with their respective employees,
      creditors, suppliers, customers and others having business relationships with
      them.

     

    (b)  Sellers
      shall give Coleman prompt notice of any Material Adverse Change which may occur
      between the date hereof and the Closing Date.

     

    5.3  Pending
      Closing.  Without limiting the generality of Section
      5.2(a), pending the Closing, Sellers and Woods Canada shall, except as set
      forth in Section 5.3 of the Disclosure Schedule and except as
      specifically contemplated by this Agreement:

     

    (a)  conduct
      and carry on the US Business and the Canadian Business only in the Ordinary
      Course;

     

    (b)  not
      purchase, sell, lease, mortgage, pledge or otherwise acquire or dispose of
      any
      properties or assets of or used in connection with the US Business or the
      Canadian Business, except for products sold or supplies purchased, sold or
      otherwise disposed of in the Ordinary Course;

     

    (c)  not
      suffer or permit the creation of any Lien (other than Permitted Liens) upon
      any
      of the Purchased Assets or assets of Woods Canada, other than in the Ordinary
      Course;

     

    (d)  not
      waive, release or cancel any material claims against third parties or material
      debts owing to, or any rights of Woods US or Woods Canada which have any
      value;

     

    (e)  not
      increase or otherwise change the rate or nature of the compensation (including
      wages, salaries, bonuses, and benefits under pension, profit sharing, deferred
      compensation and similar plans or programs) which is paid or payable to any
      employee employed in the US Business or by Woods Canada, nor increase the size
      of the workforce of Woods Canada;

     

    (f)  keep
      the
      tangible personal property used in the operation of the US Business and the
      Canadian Business in the same condition it was in on the date of this Agreement,
      and replace any such personal property which is necessary for the conduct of
      the
      US Business or the Canadian Business which becomes worn out, lost, stolen or
      destroyed, during the period from the date of this Agreement until the Closing
      Date;

     

    
      
        
        

      

      
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    (g)  not
      enter
      into, or become obligated under, any Contract with respect to the US Business
      or
      the Canadian Business, except for any Contract (i) having a term of one (1)
      year
      or less, (ii) involving either a payment by or to Woods US or Woods Canada
      of
      less than $100,000 and (iii) entered into in the Ordinary Course;

     

    (h)  not
      materially change, amend, terminate or otherwise modify any Contract set forth
      in Section 7.15(a) of the Disclosure Schedule to which Woods US or Woods
      Canada is a party;

     

    (i)  maintain
      in full force and effect with respect to the US Business and the Canadian
      Business, policies of insurance of the same type, character and coverage as
      the
      policies currently carried and described in Section 7.18 of the
      Disclosure Schedule;

     

    (j)  not
      make,
      or commit to make, any payment, contribution or award under or into any bonus,
      pension, profit sharing, deferred compensation or similar plan, program or
      trust
      (other than any such payment, contribution or award paid in cash by Woods US
      prior to the Closing or as required by the terms of such plan);

     

    (k)  refrain
      from doing any act or omitting to do any act, or permitting any act or omission
      to act, which will cause a material breach by either Woods US or Woods Canada
      of
      any Contract, as applicable;

     

    (l)  not
      make
      any changes in its accounting systems, policies, principles or practices that
      relate to Woods Canada or the Purchased Assets, including, but not limited
      to,
      the accounting policies, principles and practices used by Woods US that relate
      to the Purchased Assets or Woods Canada to estimate (i) inventory reserves,
      (ii)
      allowances for doubtful accounts, sales returns and sales discounts, and (iii)
      customer allowances;

     

    (m)  not
      make
      any loans, advances or capital contributions to, or investments in, any other
      Person;

     

    (n)  not
      authorize or make any capital expenditures which individually are in excess
      of
      $25,000 or in the aggregate are in excess of $50,000;

     

    (o)  not
      change its historical practice with respect to the payment of current
      liabilities or the collection of Accounts Receivable;

     

    (p)  not
      declare, enter into, set aside, issue or pay any dividend or distribution,
      other
      than a distribution of the US Retained Assets, the US Retained Liabilities,
      the
      Canadian Retained Assets, the Canadian Retained Liabilities and the shares
      of
      the Retained Entity to any Person;

     

    (q)  not
      enter
      into, or become a party to, any personal property lease with lease payments
      during the remaining term of the lease in excess of $10,000; and

     

    
      
        
        

      

      
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    (r)  not
      agree
      to do any of the items prohibited by Section 5.3(b), (c),
(d), (e), (g), (h), (j), (k),
(l), (m),
(n),(o)
      , (p), or
(q).

     

    5.4  Consents.  Pending
      the Closing Date, Sellers shall use commercially reasonable efforts to obtain
      the written consent, authorization or approval to the consummation of this
      Agreement from all necessary Persons, including all consents, authorizations
      and
      approvals under the Contracts identified in Section 7.6 of the Disclosure
      Schedule.

     

    5.5  Commercially
      Reasonable Efforts to Close.

     

    (a)  Subject
      to the terms and conditions hereof, each party hereto covenants and agrees
      to
      use all commercially reasonable efforts to consummate the transactions
      contemplated hereby and will fully cooperate with the other parties hereto
      for
      such purpose.

     

    (b)  Sellers
      and Woods Canada agree to immediately notify Coleman of any event, fact or
      circumstance of which either Seller or Woods Canada becomes aware that could
      reasonably be expected to result in the failure of a condition set forth in
      Article IX to be satisfied and Coleman agrees to immediately notify
      Sellers and Woods Canada of any event, fact or circumstance of which it becomes
      aware that could reasonably be expected to result in the failure of a condition
      set forth in Article X to be satisfied; provided that, if any such
      condition is curable, each party agrees to give the other party a reasonable
      opportunity to satisfy such condition.

     

    5.6  Insurance.  Katy
      agrees to use all commercially reasonable efforts to have Coleman and Purchasers
      added as third party beneficiaries of Katy's general liability insurance
      policy.  Coleman agrees to use all commercially reasonable efforts to
      have Woods US and Katy added as third party beneficiaries of Coleman’s general
      liability insurance policy.

     

    5.7  Transfer
      of US Related Assets.  In partial consideration for the Asset
      Purchase Price, Katy covenants and agrees to, and further covenants and agrees
      to cause it Affiliates to (a) sell, assign, convey, transfer and deliver to
      US
      Purchaser at the Closing the US Related Assets held by Katy or its Affiliates
      and (b) execute and deliver all such bills of sale, agreements and other
      instruments as may be necessary or reasonably requested by Coleman and US
      Purchaser to effect the foregoing.

     

    5.8  Transfer
      of Canadian Related Assets.  In partial consideration for the
      Share Purchase Price, Katy covenants and agrees to, and further covenants and
      agrees to cause its Affiliates to (a) sell, assign, convey, transfer and deliver
      to Canadian Purchaser at the Closing the Canadian Related Assets held by Katy
      or
      its Affiliates and (b) execute and deliver all such bills of sale, agreements
      and other instruments as may be necessary or reasonably requested by Coleman
      and
      Canadian Purchaser to effect the foregoing.

     

    5.9  Retained
      Entity, Canadian Retained Assets and Canadian Retained
      Liabilities.  Woods Canada covenants and agrees to distribute the
      shares of the Retained Entity and any Canadian Retained Assets and Canadian
      Retained Liabilities to Katy immediately prior to the Closing
      Date.  All Taxes related to such distribution will be paid by Katy
      including any income, sales, use, value added, or withholding tax payable by
      Woods Canada with respect to such distribution.

     

    
      
        
        

      

      
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    5.10  FIRPTA.  A
      certificate, duly completed and executed by Woods US pursuant to Section
      1.1445-2(b)(2) of the Treasury Regulations, certifying that Woods US is not
      a
      "foreign person" within the meaning of Section 1445 of the Code.

     

    5.11  Removal
      of Moulding Machines.  Woods US shall promptly take the following
      actions with regard to the seven moulding machines located at the Leased Real
      Property located in Indianapolis, Indiana site and all such actions shall be
      in
      compliance with all applicable Laws, including, without limitation,
      Environmental Laws: (i) decontaminate the seven moulding machines, including
      draining the machines of all oil and other liquids that are contained in the
      machines; (ii) characterize the oil contained in the machines and Released
      to
      the floor for PCBs; (iii) remove and dispose of the machines and all oils and
      other liquids drained from the machines consistent with such characterization;
      (iv) clean the concrete and any other surface or area where oil or other
      Hazardous Materials were Released from or by the machines; and (v) dispose
      of
      any waste generated by the cleanup (collectively, the "Work"). Woods US
      shall provide notice to Coleman within three business days of the completion
      of
      the Work, and provide copies of all documents related to the Work, including
      waste characterization data and evidence of proper disposal and
      cleanup.  The parties agree that compliance with the terms of this
Section 5.11 by Woods US will not be deemed a breach of any
      representation, warranty or covenant in this Agreement.

     

    5.12  Supplemental
      Disclosure.  Sellers shall have the obligation at Closing to
      supplement or amend the Disclosure Schedules with respect to any matter
      hereafter arising or discovered that, if existing or known at the date of this
      Agreement, would have been required to be set forth or described in the
      Schedules; provided, however, that no supplement or amendment to
      such Schedules shall have any effect for the purpose of determining the
      satisfaction of the conditions set forth in Section 9.2 or for
      purposes of determining whether any person is entitled to indemnification
      pursuant to and in accordance with Article XII.

     

    


    ARTICLE
      VI

     

    Financial
      Statements; Disclosure Schedule

     

    6.1  Pre-Signing
      Deliveries.  On or prior to the date hereof, Sellers have
      delivered to Coleman and Purchasers:

     

    (a)  The
      unaudited balance sheets of Woods US and Woods Canada as of December 31, 2004,
      2005 and 2006 and the related unaudited statements of earnings and cash flows
      for the years then ended, as certified by the chief financial officer of Woods
      US and Woods Canada that such financial statements fairly present, in all
      material respects, the financial condition of Woods US and Woods Canada (the
      "Financial Statements"); and

     

    (b)  The
      unaudited balance sheets of Woods US and Woods Canada as of the Interim Balance
      Sheet Date and the related unaudited statements of earnings and cash flows
      for
      the portion of the fiscal year then ended, as certified by the chief financial
      officer of Woods US and Woods Canada that such financial statements fairly
      present, in all material respects, the financial condition of Woods US and
      Woods
      Canada (the "Interim Financial Statements").

     

    
      
        
        

      

      
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    ARTICLE
      VII

     

    Representations
      and Warranties of Sellers and Woods Canada

     

    Sellers
      and Woods Canada jointly and severally represent and warrant to Coleman that
      the
      statements in this Article VII are true, correct and complete as of the
      date of this Agreement and shall continue to be true, correct and complete
      as of
      the Closing Date.

     

    7.1  Due
      Formation.  Woods US is a corporation duly incorporated, validly
      existing and in good standing under the laws of the State of
      Delaware.  Woods Canada is a corporation duly incorporated, validly
      existing and in good standing under the laws of Ontario,
      Canada.  Neither Woods US nor Woods Canada is required to be qualified
      as a foreign entity in any jurisdiction, other than in the jurisdictions set
      forth in Section 7.1 of the Disclosure Schedule and each of them is so
      qualified and in good standing therein except where the failure to so qualify
      or
      be in good standing has not had and would not reasonably be expected to have,
      a
      Material Adverse Effect.  Woods US has all requisite corporate power
      and authority to carry on the US Business and to own and use the assets and
      properties owned and used by it.  Woods Canada has all requisite
      corporate power and authority to carry on the Canadian Business as presently
      conducted and to own and use the assets and properties owned and used by
      it.

     

    7.2  Capitalization
      of Woods Canada.  The duly authorized capital of Woods Canada
      consists of an unlimited number of common shares, of which 27,488 shares are
      issued and outstanding as of the date hereof.  All of the Shares are
      duly and validly authorized and issued fully paid and non-assessable and have
      not been issued in violation of any Law or any charges or other provision
      regarding pre-emptive, anti-dilution or similar rights of
      shareholders.  Except for this Agreement, there are no outstanding
      options, warrants or rights of any kind to acquire any shares of any class
      of
      securities or any securities convertible into any shares of any class of
      securities of Woods Canada, nor are there any obligations to issue any such
      options, warrants, rights or securities.

     

    7.3  Ownership
      of the Shares.  Katy owns, beneficially and of record, all of the
      issued and outstanding Shares of Woods Canada.  Katy has good and
      marketable title to the Shares, free and clear of all Liens (other than
      restrictions on the ownership or transfer of securities arising under applicable
      securities Laws).

     

    7.4  Subsidiaries.  Except
      as set forth on Section 7.4 of the Disclosure Schedule, Woods Canada does
      not have, and never had, any Subsidiaries.

     

    7.5  Authority.  Each
      of Katy, Woods US and Woods Canada has the corporate right and power to enter
      into, and perform its obligations under, this Agreement and each other agreement
      delivered in connection herewith to which it is a party; and has taken all
      requisite corporate action to authorize the execution, delivery and performance
      of this Agreement and each such other agreement and the consummation of the
      sale
      of the Purchased Assets and the Shares and other transactions contemplated
      by
      this Agreement; and this Agreement has been duly authorized, executed and
      delivered by each of Katy, Woods US and Woods Canada and is a valid and binding
      obligation of, and enforceable against, each of Katy, Woods US and Woods Canada
      in accordance with its terms, except as such enforcement may be limited by
      bankruptcy, insolvency, reorganization, moratorium or other similar laws
      affecting enforcement of creditors' rights generally and by general principles
      of equity (whether applied in a proceeding at law or in equity).

     

    
      
        
        

      

      
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    7.6  No
      Violations and Consents.  (a)    Except as set
      forth in Section 7.6 of the Disclosure Schedule, neither the execution,
      delivery and performance of this Agreement by Sellers or Woods Canada nor the
      consummation of the sale of the Purchased Assets, the Shares or any other
      transaction contemplated by this Agreement, does or will, after the giving
      of
      notice, or the lapse of time, or otherwise, (i) conflict with, result in a
      breach of, or constitute a default under, the articles of incorporation or
      by-laws or similar governing documents of Sellers or Woods Canada, or any Law
      or
      Order, or any Contract set forth in Section 7.15(a) of the Disclosure
      Schedule to which Sellers or Woods Canada are party or by which Sellers or
      Woods
      Canada or any of the Purchased Assets or Shares are subject or bound; (ii)
      result in the creation of any Lien or other adverse interest upon any of the
      Purchased Assets or Shares; (iii) terminate, amend or modify, or give any party
      the right to terminate, amend, modify, abandon, or refuse to perform, any
      Contract or plan to which Sellers or Woods Canada are party; or (iv) accelerate
      or modify, or give any party the right to accelerate or modify, the time within
      which, or the terms under which, any duties or obligations are to be performed,
      or any rights or benefits are to be received, under any Contract to which
      Sellers or Woods Canada are party.

     

    (b)  Except
      as
      set forth in Section 7.6 of the Disclosure Schedule, no consent,
      authorization or approval of, filing or registration with or giving of notice
      to, any Governmental Authority or any other Person is necessary in connection
      with the execution, delivery and performance by Sellers or Woods Canada of
      this
      Agreement or the consummation of the transactions contemplated
      hereby.

     

    7.7  Brokers.  Neither
      this Agreement nor the sale of the Purchased Assets, the Shares or any other
      transaction contemplated by this Agreement was induced or procured through
      any
      Person acting on behalf of, or representing, Sellers or Woods Canada or any
      of
      their Affiliates as broker, finder, investment banker, financial advisor or
      in
      any similar capacity.

     

    7.8  Required
      Assets.  Except as disclosed in Section 7.8 of the
      Disclosure Schedule, all of the rights, properties and assets utilized or
      required by Woods US in connection with owning and operating the US Business
      are
      (a) either owned by Woods US or licensed or leased to Woods US under the
      Contracts conveyed to US Purchaser under this Agreement and (b) included in
      the
      Purchased Assets (other than the US Retained Assets).  Except as
      disclosed in Section 7.8 of the Disclosure Schedule, the assets,
      properties, contracts and rights of Woods Canada include all of the assets,
      properties, contracts and rights necessary for the conduct of the Canadian
      Business as currently conducted and as presently proposed to be
      conducted.  Except as disclosed in Section 7.8 of the
      Disclosure Schedule, neither Katy nor any Affiliate of Katy owns, or has any
      rights in, such assets, properties, contracts and rights, other than as a
      shareholder of Woods Canada.

     

    
      
        
        

      

      
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    7.9  Related
      Party Transactions.  Except as set forth in Section 7.9 of
      the Disclosure Schedule, neither Woods Canada, Sellers, any of their Affiliates
      nor, to the Sellers' Knowledge, any of their respective shareholders, directors,
      officers or employees (a) owns five percent (5%) or more of any class of
      securities of, or has an equity interest of five percent (5%) or more in, any
      Person which has any business relationship (as lessor, supplier, customer,
      consultant or otherwise) with the US Business or the Canadian Business; (b)
      owns, or has any interest in, any right, property or asset which is utilized
      or
      required in connection with owning or operating the US Business or the Canadian
      Business; or (c) has any other business relationship (as lessor, supplier,
      customer, consultant or otherwise) with the US Business or the Canadian
      Business.

     

    7.10  Title
      to Purchased Assets.  (a)    Section
      7.10 of the Disclosure Schedule identifies as of the date of this Agreement,
      all personal property owned by Woods US or Woods Canada to operate its
      respective business having a current book value in excess of $1,000, other
      than
      US Retained Assets and Canadian Retained Assets.  Woods US has good
      and marketable title to, or a valid leasehold interest in, all Purchased Assets,
      and Woods Canada has good and marketable title to, or a valid leasehold interest
      in all of the assets, properties, contracts, and rights of Woods Canada used
      in
      connection with the operation of the Canadian Business other than Canadian
      Retained Assets, respectively, free and clear of all Liens other than Permitted
      Liens.  All such assets are suitable for the purposes for which they
      are being used and for which they will be used as of the
      Closing Date, and are (i) in good operating
      condition and repair, ordinary wear and tear excepted, (ii) free from
      latent and patent defects, and (iii) in conformity in all material respects
      with all applicable Laws relating to their use and operation.  Each
      item of tangible personal property owned or used by Woods US or Woods Canada
      immediately prior to the Closing Date, other than US Retained Assets and
      Canadian Retained Assets, will be owned or available for use by Purchasers
      on
      identical terms and conditions immediately subsequent to the Closing
      Date.  To Sellers' Knowledge, there are no material items of
      maintenance, repair or replacement with respect to the tangible personal
      property owned or used by Woods US or Woods Canada which is currently required
      to be made within the following twelve (12) month period.

     

    (b)  Except
      as
      disclosed in Section 7.10 of the Disclosure Schedule, as of the date of
      this Agreement neither Woods US nor Woods Canada is a party to any personal
      property lease with lease payments during the remaining term of the lease in
      excess of $10,000.  All leases identified in Section 7.10 of
      the Disclosure Schedule are in full force and effect.  Woods US and
      Woods Canada are not in default under any of the leases identified in Section
      7.10 of the Disclosure Schedule, and, to the knowledge of the Sellers, no
      other party thereto is in default under any of the leases.

     

    7.11  Inventory.  Except
      as set forth in Section 7.11 of the Disclosure Schedule, the inventory of
      Woods US and Woods Canada is of a quality and quantity usable in the ordinary
      course of their respective businesses except for damaged, spoiled, slow-moving
      or obsolete items or items of below-standard quality, all of which have been
      adequately reserved for on the Interim Balance Sheets.

     

    7.12  Real
      Property.  (a)    Except as set forth in
Section 7.12 of the Disclosure Schedule, Woods Canada does not own and
      has never owned any real property or interests in real property, and Woods
      Canada does not have any outstanding option or right of first refusal to
      purchase any real property or interest therein.

     

    
      
        
        

      

      
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    (b)  Section
      7.12 of the Disclosure Schedule sets forth a true and complete list of the
      Leased Real Property, together with a description of the Contracts related
      thereto including the parties thereto, annual rent, expiration date and location
      of the real property covered thereby, lease guaranties, subleases, licenses,
      easements, and agreements for the leasing, use or occupancy of, or otherwise
      granting a right in or relating to the Leased Real Property, including all
      amendments, terminations and modifications thereof (each, a
      "Lease").  The Sellers and Woods Canada have provided to the
      Purchasers a true and complete copy of each Lease.  With respect to
      each such Lease: (i) Woods US or Woods Canada, as applicable, has a valid
      and assignable leasehold interest in such Lease, free and clear of all Liens
      other than Permitted Liens; (ii) to the Sellers' Knowledge such Lease is in
      full
      force and effect, valid and enforceable against Woods US or Woods Canada, as
      applicable, in accordance with its terms; (iii) such Lease constitutes the
      entire agreement to which Woods US or Woods Canada, as applicable, is a party
      with respect to the subject Leased Real Property; (iv) Woods US or Woods
      Canada, as applicable, has not assigned, sublet, transferred, conveyed,
      mortgaged, deeded in trust or encumbered any interest in the interest or estate
      created thereby; (v) the Leased Real Property and all facilities located
      thereon have received all material Permits required in connection with the
      operation thereof and are in compliance with and have been operated and
      maintained in accordance with all applicable Laws, including any zoning Laws;
      (vi) the Sellers and Woods Canada are not in receipt of any notice of
      default pursuant to such Lease, no rentals are past due and, to the Sellers'
      Knowledge, no condition exists that is or could reasonably be expected to result
      in a default by any party under such Lease; (vii) the Closing will not affect
      the enforceability against any Person of such Lease or the rights of the
      Purchaser or Woods Canada to the continued use and possession of the Leased
      Real
      Property for the conduct of the business as currently conducted; and (viii)
      except as set forth in Section 7.12 of the Disclosure Schedule, there are
      no other parties occupying, or with a right to occupy granted by the Sellers
      or
      Woods Canada, the Leased Real Property.

     

    (c)  There
      are
      no claims, governmental investigations, litigation or proceedings which are
      pending or, to Sellers' Knowledge, threatened against the Leased Real Property
      or Sellers or Woods Canada with respect to the Leased Real
      Property.

     

    (d)  No
      condemnation or eminent domain proceedings have been initiated by service of
      process on Sellers or Woods Canada which relate to the Leased Real Property,
      and
      no such proceedings are, to Sellers' Knowledge, threatened or have been filed
      by
      any Governmental Authority with respect to the Leased Real
      Property.

     

    (e)  To
      Sellers' Knowledge, no improvements on the Leased Real Property encroach onto
      (i) a parcel of land not owned or leased by Woods US or Woods Canada or (ii)
      any
      part of the Leased Real Property which is subject to or encumbered by a
      right-of-way, easement or similar agreement.  To Sellers' Knowledge,
      no improvements on any parcel of property not owned or leased by Woods US or
      Woods Canada encroaches onto the Leased Real Property.

     

    (f)  Neither
      Woods US nor Woods Canada is in default under or has breached, and the Leased
      Real Property is not in violation of, and no event has occurred or is continuing
      which with notice or the passage of time, or both, would constitute a default
      by
      either Woods US or Woods Canada under any Contract relating to the use of the
      Leased Real Property.  Neither Woods US or Woods Canada has received
      any notice or, to Sellers' Knowledge, is there any fence dispute, boundary
      dispute, boundary line question, water dispute or drainage dispute concerning
      or
      affecting the Lease Real Property.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    7.13  Litigation
      and Compliance with Laws.  (a)    Except as
      set forth in Section 7.13(a) of the Disclosure Schedule, there is no
      action at law or in equity, no arbitration proceeding, and no action,
      proceeding, complaint or investigation before or by any Governmental Authority,
      pending or, to Sellers' Knowledge, threatened against or affecting the Canadian
      Business or the US Business, or any of the Purchased Assets or the Shares,
      or
      Woods US's right to own the Purchased Assets or operate the US Business, or
      Katy's right to own the Shares; and, to Sellers' Knowledge, no action, omission
      or event has occurred which may reasonably be expected to give rise to any
      such
      claim, action, suit, proceeding, complaint or investigation.  Neither
      Woods Canada nor any of the Purchased Assets or Shares is subject to any
      Order.

     

    (b)  There
      are
      no claims, actions, suits, proceedings or investigations pending or, to Sellers'
      Knowledge, threatened against Sellers or Woods Canada with respect to this
      Agreement, or in connection with the transactions contemplated
      hereby.

     

    (c)  Neither
      Woods US nor Woods Canada is currently operating its business, in material
      violation of any Law.

     

    7.14  Intellectual
      Property.  (a)    Section 7.14 of the
      Disclosure Schedule sets forth the true and complete schedule of all material
      Intellectual Property which are utilized or required in the conduct of the
      US
      Business or the Canadian Business. All registrations listed in the Disclosure
      Schedule are in good standing, valid, subsisting and in full force and effect
      in
      accordance with their terms. Except as set forth in Section 7.14 of the
      Disclosure Schedule, no licenses, sublicenses, covenants or agreements have
      been
      granted or entered into by either Woods US or Woods Canada in respect of any
      of
      such Intellectual Property.

     

    (b)  Woods
      US
      owns or possesses adequate licenses or other valid rights to use, free and
      clear
      of any Liens, all Intellectual Property necessary for the conduct of the US
      Business. There is no Intellectual Property necessary for the conduct of the
      US
      Business as presently operated, except those included in the Purchased
      Assets.  Woods Canada owns or possesses adequate licenses or other
      valid rights to use, free and clear of any Liens, all Intellectual Property
      necessary for the conduct of the Canadian Business.

     

    (c)  Except
      as
      set forth in Section 7.14 of the Disclosure Schedule, there is not now
      and has not been during the past three (3) years any infringement, misuse or
      misappropriation by either Woods US or Woods Canada of any patent Intellectual
      Property which is owned or licensed by any third party, and there is not now
      any
      existing or, to Sellers' Knowledge, threatened claim against either Seller
      or
      Woods Canada of infringement, misuse or misappropriation of any Intellectual
      Property.

     

    (d)  Except
      as
      set forth in Section 7.14 of the Disclosure Schedule, there is no
      infringement, misuses, or misappropriation by other of any Intellectual Property
      owned or licensed by either Woods US or Woods Canada, and  there is no
      pending or threatened claim by either Woods US or Woods Canada against others
      for infringement, misuse or misappropriation of any Intellectual Property owned
      or licensed by either Woods US or Woods Canada.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (e)  No
      shareholder, officer, director, employee or Affiliate of Sellers or Woods Canada
      owns, directly or indirectly, in whole or in part, any Intellectual Property
      (i)
      which is presently being used in the conduct of the Canadian Business or the
      US
      Business; (ii) the use of which is necessary for the Canadian Business or the
      US
      Business; or (iii) which pertains to the Canadian Business or the US
      Business.

     

    7.15  Contracts.  (a)    Section
      7.15 of the Disclosure Schedule contains a true and complete list and
      description of all personal property leases, Leases, and all other Contracts,
      to
      which Woods US or Woods Canada is a party as of the date of this Agreement,
      except (i) purchase and sale commitments entered into in the Ordinary Course
      and
      involving payments to or by Woods US or Woods Canada of $100,000 or less in
      the
      aggregate, (ii) Contracts which may be terminated by Woods US or Woods Canada
      on
      thirty (30) days or less written notice without penalty, or (iii) Contracts
      which have a term of one (1) year or less and involve payment by or to Woods
      US
      or Woods Canada of $25,000 or less in the aggregate.

     

    (b)  All
      Contracts identified in Section 7.15 of the Disclosure Schedule to be
      transferred, assigned or conveyed to US Purchaser under this Agreement, or
      to
      which Woods Canada is a party, are valid, binding and enforceable against Woods
      US or Woods Canada, as applicable, and, to Sellers' Knowledge, the other parties
      thereto in accordance with their terms.  Assuming that all of the
      consents listed in Section 7.6 of the Disclosure Schedule are obtained,
      upon consummation of the Closing, each such Contract shall continue in full
      force and effect and shall not give rise to any termination, amendment,
      acceleration, cancellation, penalty or other adverse consequence.

     

    (c)  Neither
      Woods US nor Woods Canada or, to Sellers' Knowledge, any other Person is in
      material breach of, or in material default under, any Lease or any Contract
      identified in Section 7.15 of the Disclosure Schedule to be conveyed to
      Purchasers under this Agreement, and no event or action has occurred, is
      pending, or, to Sellers' Knowledge, is threatened, which, after the giving
      of
      notice, or the lapse of time, or otherwise, would result in a material breach
      by
      Woods US or Woods Canada, or to Sellers' Knowledge, any other Person, or a
      material default by Woods US or Woods Canada, or, to Sellers' Knowledge, any
      other Person, under any Lease or Contract to be conveyed to Purchasers under
      this Agreement.

     

    7.16  Financial
      Statements and Related Matters.  (a)    The
      Financial Statements were prepared in accordance with GAAP consistently applied
      and present fairly in all material respects the financial position and results
      of operations of Woods US and Woods Canada at the dates and for the periods
      indicated therein.

     

    (b)  On
      the
      Interim Balance Sheet Date, neither Woods US nor Woods Canada had any Liability,
      required to be reflected in balance sheets (including the notes thereto)
      prepared in accordance with GAAP, which was not fully disclosed, reflected
      or
      reserved against in the Interim Balance Sheets or set forth in Section
      7.16(b) of the Disclosure Schedule; and, except for Liabilities which have
      been incurred since the Interim Balance Sheet Date in the Ordinary Course,
      since
      the Interim Balance Sheet Date, neither Woods US nor Woods Canada has incurred
      any Liability.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    (c)  All
      of
      the Accounts Receivable which are reflected in the Interim Balance Sheets were
      acquired by Woods US and Woods Canada in the Ordinary Course; and all of the
      Accounts Receivable which have been acquired by Woods US and Woods Canada since
      the Interim Balance Sheet Date were acquired in the Ordinary
      Course.  Except as set forth in Section 7.16(c) of the
      Disclosure Schedule each Accounts Receivable arose from bona fide sales of
      goods
      or services in the Ordinary Course to Persons that are not Affiliates of Sellers
      or Woods Canada.  The Interim Balance Sheets reflect reserves for
      uncollectible Accounts Receivable consistent with the past history and practice
      of Woods US and Woods Canada, respectively, and to Sellers' Knowledge, such
      reserves are adequate.

     

    (d)  All
      of
      the accounts payable which are reflected on the Interim Balance Sheets arose
      in
      the Ordinary Course.

     

    (e)  As
      of the
      date hereof, neither Woods US nor Woods Canada has any Indebtedness, except
      as
      described in Section 7.16(e) of the Disclosure Schedule; and, as of the
      Closing, neither the Purchased Assets nor any assets owned or held by Woods
      Canada will be subject to any Liens other than Permitted Liens.

     

    7.17  Changes
      Since the Most Recent Year-End Balance Sheet Date.  Since the Most
      Recent Year-End Balance Sheet Date, except as set forth in Section 7.17
      of the Disclosure Schedule:

     

    (a)  The
      US
      Business and the Canadian Business have been operated and carried on only in
      the
      Ordinary Course.

     

    (b)  Except
      for supplies or products purchased, sold or otherwise disposed of in the
      Ordinary Course, no Seller or Woods Canada has purchased, sold, leased,
      mortgaged, pledged or otherwise acquired or disposed of any properties or assets
      of or for the US Business or the Canadian Business in an aggregate amount
      exceeding $100,000.

     

    (c)  Neither
      Woods US nor Woods Canada has sustained or incurred any loss or damage (whether
      or not insured against) to its properties or assets on account of fire, flood,
      accident or other calamity which has interfered with or affected in any material
      respect, or may interfere with or affect in any material respect, the operation
      of the US Business or the Canadian Business.

     

    (d)  Neither
      Woods US nor Woods Canada has made, or become committed to make, any payment,
      contribution or award under or into any bonus, pension, profit sharing, deferred
      compensation or similar plan, program or trust covering any employee of the
      Woods US or Woods Canada, except as disclosed in Section 7.21 of the
      Disclosure Schedule or as required by the terms of any such plan.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    (e)  There
      has
      been no Material Adverse Change and, to Sellers' Knowledge, no state of facts
      exists which would reasonably be expected to give rise to any Material Adverse
      Change.

     

    (f)  Neither
      Woods US nor Woods Canada has made any loans, advances or capital contributions
      to, or investments in, any other Person.

     

    (g)  Neither
      Woods US nor Woods Canada has changed any of its accounting systems, policies,
      principles or practices with respect to the Purchased Assets or with respect
      to
      Woods Canada (including any change in depreciation or amortization policies
      or
      rates), including, but not limited to, the accounting policies, principles
      and
      practices used by Woods US with respect to the Purchased Assets or Woods Canada
      to estimate (i) inventory reserves, (ii) allowances for doubtful accounts,
      sales
      returns and sales discounts, and (iii) customer allowances.

     

    (h)  Neither
      Woods US nor Woods Canada has entered into, authorized or permitted any
      agreement or transaction with any Affiliate that will survive the
      Closing.

     

    (i)  Neither
      Woods US nor Woods Canada has agreed to do any of the items set forth in
Sections 7.17(b), (d), (e), (f), (g) or (h).

     

    7.18  Insurance.  Section
      7.18 of the Disclosure Schedule sets forth and describes all policies of
      insurance which are maintained by Sellers and Woods Canada and which relate
      to
      the US Business and the Canadian Business; and, to Sellers' Knowledge, all
      of
      such policies of insurance are in good standing, valid and subsisting, and
      in
      full force and effect in accordance with their terms.  Sellers and
      Woods Canada have not been refused any insurance with respect to Woods Canada,
      the Purchased Assets or the Business, and their coverage has not been limited
      by
      any insurance carrier to which they have applied for any such insurance or
      with
      which they have carried.

     

    7.19  Licenses
      and Permits.  Section 7.19 of the Disclosure Schedule sets
      forth a complete and correct list of all material Permits held by Woods US
      and
      Woods Canada.  The Permits are valid and in effect and Sellers have
      not received any notice that any Governmental Authority intends to cancel,
      terminate or not renew any of the same.  Woods US and Woods Canada
      hold all material Permits necessary for the conduct of the US Business or the
      Canadian Business, as applicable, as heretofore conducted.

     

    7.20  Environmental
      Matters.  (a)    No Hazardous Materials have
      been used, imported, transported, manufactured, processed, stored, treated
      or
      disposed of, in, beneath, to or on the Leased Real Property except as necessary
      for the conduct of the US Business or the Canadian Business and in compliance
      with Environmental Laws.

     

    (b)  Neither
      Woods US nor Woods Canada has imported, transported, used, generated, treated,
      stored or disposed of Hazardous Materials on, into or beneath the surface of
      any
      of the parcels of Leased Real Property, except in compliance with applicable
      Environmental Laws.  There has not occurred, nor is there presently
      occurring, a Release of any Hazardous Material on, into, from or beneath the
      surface of any of the parcels of Leased Real Property, except for de minimis
      amounts and concentrations that could not result in Liability under
      Environmental Laws, and to Sellers' Knowledge, no part of the Leased Real
      Property or, to Sellers' Knowledge, no part of any parcels adjacent to the
      Leased Real Property, including the ground water located thereon, is presently
      contaminated by Hazardous Materials, except for conditions that are naturally
      occurring or that could not result in Liability under Environmental
      Laws.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    (c)  Neither
      Woods US nor Woods Canada has imported, treated, transported or disposed of,
      nor
      has it allowed or arranged for any third parties to treat, transport, or dispose
      of, any Hazardous Materials or other waste, (i) to or at a site which was not
      lawfully permitted to receive such Hazardous Material or other waste for such
      purpose, (ii) to or at a site which has been placed on the National Priorities
      List or its state equivalent, (iii) to or at a site which the United States
      Environmental Protection Agency or the relevant state agency has proposed or
      is
      proposing to place on the National Priorities List or its state equivalent,
      or
      (iv) in a manner which gives rise to material Liability under any Environmental
      Laws.  Neither Woods US nor Woods Canada has received notice, and, to
      Sellers' Knowledge, there are no facts which could give rise to any notice,
      that
      Woods US or Woods Canada is, or may be, a potentially responsible party for
      a
      federal, provincial or state environmental cleanup site arising from or relating
      to the US Business, the Purchased Assets, Woods Canada or for corrective action
      arising from or relating to the US Business or the Purchased Assets or Woods
      Canada under any Environmental Law.  Sellers and Woods Canada have not
      (A) received any written request for information in connection with any federal,
      provincial or state environmental cleanup site arising from or relating to
      the
      US Business, the Purchased Assets or Woods Canada or (B) undertaken (or been
      requested to undertake) any response or remedial actions or cleanup action
      of
      any kind arising from or relating to the US Business, the Purchased Assets
      or
      Woods Canada at the request of any Governmental Authority, or at the request
      of
      any other Person.

     

    (d)  Except
      as
      identified in Section 7.20 of the Disclosure Schedule, to Sellers'
      Knowledge, there are no underground storage tanks, aboveground storage tanks,
      sumps, pits, asbestos containing materials, or PCB containing capacitors,
      transformers or other similar equipment on any of the parcels of Leased Real
      Property.  There has been no Release from any underground or
      aboveground storage tank, or any PCB containing transformer, capacitor or other
      similar equipment, other than in compliance with applicable
      Laws.  None of the underground or aboveground storage tanks, or the
      PCB containing capacitors, transformers or other similar equipment identified
      in
Section 7.20 of the Disclosure Schedule has within the last three (3)
      years been, and none now need to be, repaired or replaced.

     

    (e)  Section
      7.20 of the Disclosure Schedule identifies and Sellers have provided to
      Purchasers copies of (i) all environmental audits, assessments, or occupational
      health studies in the possession of Sellers or Woods Canada with respect to
      the
      US Business, the Purchased Assets or Woods Canada within the past three (3)
      years, (ii) the results of any groundwater, soil, air or asbestos monitoring
      undertaken with respect to any of the parcels of Leased Real Property, (iii)
      all
      citations issued with respect to the US Business, the Purchased Assets or Woods
      Canada, within the past three years under the Occupational Safety and Health
      Act
      (29 U.S.C. Sections 651 et seq.) or the Occupational Health and Safety Act,
      RS0
      1990, c.0.1 and (iv) all pending claims, Liabilities, litigation, notices of
      violation, administrative proceedings or Orders issued with respect to the
      US
      Business, the Purchased Assets or Woods Canada within the past three years
      under
      applicable Environmental Laws.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    (f)  Woods
      US
      and Woods Canada have been and are in compliance with all applicable
      Environmental Laws, including obtaining and maintaining in effect all
      Environmental Permits, and each has been and is currently in material compliance
      with all Environmental Permits.  Woods Canada has not been convicted
      of any breach of Environmental Laws.

     

    7.21  Employee
      Benefit Plans/Employment Matters.

     

    (a)  Except
      as
      set forth in Section 7.21(a) of the Disclosure Schedule, with respect to
      employees employed in the US Business, Woods US does not maintain, sponsor,
      or
      contribute to any material (1) "employee welfare benefit plan" or "employee
      pension benefit plan" (as those terms are respectively defined in sections
      3(1)
      and 3(2) of ERISA) or "multiemployer plan" (as defined in section 3(37) or
      section 4001(3) of ERISA) (a "Multiemployer Plan"); (2) written or oral
      retirement or deferred compensation plan, incentive compensation plan, stock
      plan, vacation pay, severance pay, bonus or benefit arrangement, insurance
      or
      hospitalization program or any other fringe benefit arrangements for any current
      or former employee, which does not constitute an "employee benefit plan" (as
      defined in section 3(3) of ERISA); or (3) any employment agreement
      (collectively, the "US Benefit Plans").  Sellers have made
      available to Purchasers, to the extent applicable, copies of all US Benefit
      Plan
      documents, including the US Benefit Plans, together with all material amendments
      thereto, summary plan descriptions and written summaries of unwritten US Benefit
      Plans.

     

    
      	
               

            	
              i.

            	
              All
                US Benefit Plans comply and have been maintained and administered
                in all
                material respects in accordance with their terms and with all requirements
                of Law applicable thereto, and there is no outstanding notice issued
                by
                any Governmental Authority questioning or challenging such material
                compliance.  Each US Benefit Plan that is intended to be
                qualified under section 401(a) of the Code has received a favorable
                determination or opinion letter as to its qualified status and, to
                the
                Knowledge of the Sellers, no circumstance exists that is reasonably
                expected to cause such letter to be revoked or to adversely affect
                such
                qualified status.

            


    

     

    
      	
               

            	
              ii.

            	
              Neither
                the Sellers nor any ERISA Affiliate maintains or contributes to,
                or is
                obligated to maintain or contribute to, or has any Liability with
                respect
                to any employee pension benefit plan (within the meaning of section
                3(2)
                of ERISA) for which Purchaser could have any Liability, including
                without
                limitation, any employee pension benefit plan that is subject to
                Title IV
                of ERISA or any Multiemployer Plan.

            


    

     

    
      	
               

            	
              iii.

            	
              Except
                as otherwise contemplated by the transactions set forth in this Agreement,
                no event has occurred, and no facts exist in connection with any
                US
                Benefit Plan, that has, will or is reasonably likely to result in
                any
                fine, penalty, assessment or other Liability for which Purchasers
                may be
                liable, whether by reason of operation of Law or Contract or that
                result
                in any Lien on the Purchased
                Assets.

            


    

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    (b)  Except
      as
      set forth in Section 7.21(b) of the Disclosure Schedule, Woods Canada
      does not maintain, sponsor, contribute to or have any Liability with respect
      to
      any plan, arrangement, agreement, program, policy, practice or undertaking,
      whether oral or written, formal or informal, funded or unfunded, insured or
      uninsured, registered or unregistered, pursuant to which payments are made,
      or
      benefits are provided to, or an entitlement to payments or benefits may arise
      with respect to any of its employees or former employees, directors or officers,
      individuals working on contract with Woods Canada (or any spouses, dependants,
      survivors or beneficiaries of any such persons), excluding any statutory benefit
      plans Woods Canada is required to participate in or comply with, including
      the
      Canada and Quebec Pension Plans and plans administered pursuant to applicable
      health tax, workplace safety insurance and employment insurance legislation;
      or
      any employment agreement (collectively, the "Canadian Benefit
      Plans").  A true and complete copy of each of the Canadian Benefit
      Plans, and all contracts or agreements relating thereto, or to the funding
      thereof, including all trust agreements, insurance contracts, administration
      contracts, investment management agreements, subscription and participation
      agreements, booklets, summaries, manuals and communications of a general nature
      distributed or made available to any employees or former employees concerning
      any Canadian Benefit Plans, and recordkeeping agreements, each as in effect
      on
      the date hereof, has been provided to Purchasers.  In the case of any
      Canadian Benefit Plan which is not in written form, Purchasers have been
      provided with a true and complete description of such Canadian Benefit Plan
      as
      in effect on the date hereof.  As to all Canadian Benefit
      Plans:

     

    
      	
              i.  

            	
              All
                Canadian Benefit Plans comply and have been maintained and administered
                and invested in form and in operation with the terms of such Canadian
                Benefit Plan and all requirements of Law applicable thereto, and
                there has
                been no notice issued by any Person or Governmental Authority questioning
                or challenging such compliance.

            


    

     

    
      	
              ii.  

            	
              All
                employer or employee payments, contributions and premiums required
                by Law
                or the terms of a Canadian Benefit Plan to be paid prior to the Closing
                have been or will be timely made or paid in full prior to the
                Closing.

            


    

     

    
      	
              iii.  

            	
              Neither
                the execution of this document nor the consummation of the transactions
                contemplated by this Agreement will, either alone or in combination
                with
                another event, result in (A) any payment of severance or other
                compensation to any current or former employee of Woods Canada or
                (B)
                result in the acceleration of the time of payment or vesting of any
                compensation or benefit.

            


    

     

    
      	
              iv.  

            	
              There
                are no investigations by a Governmental Authority or actions, suits
                or
                claims (other than routine claims for benefits) pending or, to Sellers'
                Knowledge, threatened involving any Canadian Benefit Plans or the
                assets
                thereof, and, to Sellers' Knowledge, no facts exist which could give
                rise
                to any such actions, suits or claims (other than routine claims for
                benefits).

            


    

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    
      	
              v.  

            	
              Woods
                Canada does not have any Liability under any Canadian Benefit Plan
                or
                otherwise for providing post-retirement medical or life insurance
                benefits.

            


    

     

    
      	
              vi.  

            	
              Woods
                Canada may unilaterally amend or terminate any Canadian Benefit
                Plan.

            


    

     

    
      	
              vii.  

            	
              No
                event has occurred respecting any registered Canadian Benefit Plan
                which
                would result in the revocation of the registration of such Canadian
                Benefit Plan (where applicable) or entitle any Person (without the
                consent
                of Woods Canada) to wind up or terminate any Canadian Benefit Plan,
                in
                whole or in part, or which could otherwise reasonably be expected
                to
                adversely affect the tax status of any such Canadian Benefit
                Plan.

            


    

     

    
      	
              viii.  

            	
              There
                are no entities other than Woods Canada participating in any Canadian
                Benefit Plan.

            


    

     

    
      	
              ix.  

            	
              All
                Employee data necessary to administer each Canadian Benefit Plan
                is in the
                possession of Woods Canada and is in a form which is sufficient for
                the
                proper administration of such Canadian Benefit Plan in accordance
                with its
                terms and all applicable Law and such data is complete and
                correct.

            


    

     

    
      	
              x.  

            	
              Any
                Canadian Benefit Plan which is a "registered pension plan" for purposes
                of
                the Income Tax Act (Canada) provides strictly defined contribution
                pension
                benefits, and does not, nor has it at any time prior, provided defined
                benefit pension benefits.

            


    

     

    
      	
              xi.  

            	
              All
                Canadian Benefit Plans which are subject to the Guidelines for Capital
                Accumulation Plans published by the Joint Forum of Financial Market
                Regulations (the "CAP Guidelines") have, since December 31, 2005,
                been
                administered in accordance with the CAP
                Guidelines.

            


    

     

    
      	
              xii.  

            	
              Woods
                Canada has no formal plan and has made no promise or commitment,
                whether
                legally binding or not, to create any additional Canadian Benefit
                Plan or
                to improve or change the benefits provided under any Canadian Benefit
                Plan.

            


    

     

    
      	
              xiii.  

            	
              Woods
                Canada is not required to contribute to any of the Canadian Benefit
                Plans
                pursuant to a collective agreement, nor are any of the Canadian Benefit
                Plans maintained by an entity other than Woods
                Canada.

            


    

     

    
      	
              xiv.  

            	
              No
                event has occurred, and no facts exist in connection with any Canadian
                Benefit Plan, that has, will or is reasonably likely to result in
                any
                fine, penalty, assessment or other Liability for which Purchasers
                may be
                responsible, whether by reason of operation of Law or Contract or
                that
                result in any Lien on the Purchased
                Assets.

            


    

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    (c)  Section
      7.21(c)(i) of the Disclosure Schedule contains a true and complete list of
      all of the employees employed in the US Business and their respective salary
      or
      wages and the Benefit Plans in which they are entitled to participate or from
      which they receive benefits as of the date of this Agreement. Except as set
      forth in Section 7.21(c)(ii) of the Disclosure Schedule, there are
      no Change of Control Payments.  Section 7.21(c)(ii) of the
      Disclosure Schedule identifies the recipient and amount payable for each Change
      of Control Payment.

     

    (d)  Section
      7.21(d) of the Disclosure Schedule contains a list of all employees of Woods
      Canada as of the date of this Agreement, their most recent hire date, any
      periods of prior employment, current position held, annual base salary, total
      compensation earned in the two years preceding the year in which the Closing
      will occur, age, annual vacation entitlement and in the current vacation year,
      vacation taken to Closing Date, the Benefit Plans in which each employee of
      Woods Canada is enrolled, and whether the employee is currently on leave, and
      if
      so, the nature of the leave such as pregnancy, or disability, and the expected
      date of return to work.

     

    (e)  Except
      as
      set forth in Section 7.21(e) of the Disclosure Schedule, there are no
      written contracts with any employees of Woods Canada nor are there any
      management agreements, retention bonuses or other agreements to provide cash
      or
      other compensation or benefits to any employee of Woods Canada upon the
      consummation of the transactions contemplated by this Agreement.

     

    (f)  Except
      as
      set forth in Section 7.21(f) of the Disclosure Schedule, there are (i) no
      agreements, written or unwritten, providing for severance payments to any
      director, officer, employee or independent contractor in connection with a
      change in control of Woods Canada, or (ii) any agreement as to length of notice
      or severance payment required to terminate employment with any employee of
      Woods
      Canada, other than such as results by Law from the employment of an employee
      without a written agreement as to notice or severance, or (iii) no written
      employment, retention, consulting or retirement agreements with any employee
      of
      Woods Canada.  Sellers have made available to the Purchasers true and
      complete copies of such agreements.

     

    (g)  All
      amounts due or accrued for all employees of Woods Canada in respect of all
      periods prior to the Closing Date, regardless of whether such amounts would
      otherwise be payable as of the Closing Date, have been paid or are reflected
      in
      the Woods Canada financial statements, including, without limitation, amounts
      for salary wages, vacation with pay, bonus, incentive commission or pay in
      lieu
      of overtime or other compensation, and employment related Taxes (including
      employment insurance premiums, employer health tax, Canada Pension Plan premiums
      and remittances to the applicable tax Governmental Authorities).

     

    (h)  Sellers
      have maintained pay equity in the Ontario Workplace.

     

    (i)  Except
      as
      set forth in Section 7.21(i) of the Disclosure Schedule, Sellers have
      complied with all applicable employment standards obligations and there are
      no
      outstanding complaints, claims, decisions, application orders or prosecutions
      under any employment standards related Law.  Sellers have made
      available to the Purchasers for review its Excess Hours of Work Permit and
      a
      summary of hours worked by each employee of Woods Canada in the twelve (12)
      months preceding the Closing Date.

     

    
      
        
        

      

      
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    (j)  Except
      as
      disclosed in Section 7.21(j) of the Disclosure Schedule, there is no
      labor dispute, work stoppage, dispute, grievance or strike pending or, to
      Sellers' Knowledge, threatened against Woods US or Woods Canada or affecting
      the
      US Business or the Shares.  Neither Woods US nor Woods Canada is a
      party to or bound by any collective bargaining agreement or otherwise required
      to bargain with any union, nor has any of them experienced within the last
      twenty-four months any strikes or other actions, grievances, claims of unfair
      labor practices, or other employment related claims or disputes or trade
      disputes.  To Sellers' Knowledge, no organizational effort has been
      made or threatened by any employee on behalf of any labor union (which includes
      any application or request for recognition) within the last four months with
      respect to employees of Woods US or Woods Canada.  To Sellers'
      Knowledge, neither Woods US nor Woods Canada has committed any material unfair
      labor practice or violated in any material respect any applicable Laws within
      the last twenty-four months relating to employment or employment practices
      or
      termination of employment, including those relating to wages and hours,
      discrimination in employment, occupational health and safety, and collective
      bargaining.  Except as set forth in Section 7.13(c) of the
      Disclosure Schedule, there is no pending or, to Sellers' Knowledge, threatened
      charge or complaint against either Woods US or Woods Canada involving any
      employment matter, including any charge or complaint before the National Labor
      Relations Board, the Equal Employment Opportunity Commission, or any comparable
      provincial, state, local, or foreign agency.

     

    7.22  Taxes.

     

    (a)  Woods
      US
      and Woods Canada have complied in all material respects with all applicable
      Laws
      relating to Taxes and have duly and timely filed all Tax Returns that were
      due.  All such Tax Returns are true, correct, and complete in all
      material respects.  All Taxes due and payable with respect to such Tax
      Returns (whether or not shown as payable), or otherwise due and payable by
      Woods
      US or Woods Canada, have been timely paid to the appropriate taxing
      authority.  There are no existing Liens for Taxes (other than those
      Liens for Taxes that are Permitted Liens) upon any Purchased Asset or any asset
      of Woods Canada.

     

    (b)  In
      the
      past five years, neither Woods Canada nor Woods US has been notified by a Tax
      Authority that it has not filed Tax Returns or paid Taxes in any jurisdiction
      in
      which Woods Canada or Woods US does not currently pay Taxes or file Tax
      Returns.

     

    (c)  The
      unpaid Taxes of Woods US and Woods Canada do not exceed the reserve for current
      Taxes (excluding any reserve established to reflect timing differences between
      book and Tax items) set forth on the balance sheet included in the Interim
      Financial Statements (without regard to any notes thereto), as adjusted for
      the
      passage of time through the Closing Date.  All installments on account
      for Taxes of Woods Canada due on or before the Closing Date have been paid
      by
      Woods Canada on a timely basis.

     

    
      
        
        

      

      
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    (d)  Woods
      US
      and Woods Canada have (i) withheld all withholding Taxes from payments to
      employees, agents, contractors and nonresidents and timely remitted such amounts
      to the proper agencies; (ii) timely paid all employer contributions and premiums
      to the proper agencies payable by or with respect to employees of Woods Canada
      or with respect to the Transferred Employees; (iii) withheld all required
      amounts on any pre-acquisition distributions or deemed distributions of Woods
      Canada and timely remitted such amounts to the proper agencies; (iv) timely
      filed all federal, state, local and foreign Tax returns with respect to employee
      income tax withholding, social security, health and pension Taxes and premiums,
      and unemployment Taxes.

     

    (e)  No
      federal, state, provincial, local or foreign Tax audits or other administrative
      proceedings, discussions or court proceedings are presently in progress or
      pending with regard to any Taxes or Tax Returns of Woods US or Woods
      Canada.  Neither Woods US nor Woods Canada has private letter rulings,
      ruling requests, technical advice, application for a change of any method of
      accounting, or other similar requests presently pending with any Taxing
      Authority.

     

    (f)  Woods
      US
      does not have any obligation for Taxes of any other person pursuant to any
      Contract that Purchasers are assuming pursuant to this Agreement or pursuant
      to
      applicable Law as a result of the transactions contemplated by this
      Agreement.  Woods Canada does not have any obligation to pay Taxes of
      any other person as a result of successor liability, transferee liability,
      joint
      and several liability, pursuant to a Contract, or otherwise.

     

    (g)  Woods
      Canada has not extended any statute of limitations related to Taxes and Woods
      US
      has not extended any statute of limitations relating to Taxes for which Coleman
      or Purchasers could be liable for under this Agreement or pursuant to applicable
      Law as a result of the transactions contemplated hereby.

     

    (h)  The
      transactions contemplated by this
      Agreement do not constitute a change of control of Woods US for purposes of
      Section 280G of the Code.  Each "nonqualified deferred compensation
      plan" within the meaning of Section 409A of the Code that is being assumed
      by
      the Purchasers under this Agreement has been operated in good faith compliance
      with Section 409A of the Code (and Treasury Regulations and other authority
      promulgated thereunder) and no such plan is reasonably expected to give rise
      to
      any acceleration of income or Taxes under Section 409A of the
      Code. Woods Canada is not, and Woods US is not pursuant to
      any agreement or contract being assumed by the Purchasers or pursuant to
      applicable Law as a result of the transactions contemplated by this Agreement,
      obligated to indemnify any employee or independent contractor for any Taxes,
      including, without limitation, Taxes imposed under Section 409A or Section
      4999
      of the Code.

     

    (i)  Woods
      Canada is not required to include
      an item of income, or exclude an item of deduction, for any period after the
      Closing Date as a result of (i) a sale of assets or other similar transaction
      occurring on or before the Closing Date; (ii) amounts received on or prior
      to
      the Closing Date; (iii) a change in method of accounting requested or occurring
      on or prior to the Closing Date, or (iv) an agreement entered into with any
      Taxing Authority on or prior to the Closing Date.

     

    (j)  Woods
      Canada does not hold any interest in "US real property" within the meaning
      of
      Section 897 of the Code and is not currently conducting a trade or business
      through a fixed place of business in the United States through a “permanent
      establishment” within the meaning of the US Canada Income Tax
      Convention.

     

    
      
        
        

      

      
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    7.23  Suppliers;
      Customers.

     

    (a)  Suppliers.  Section
      7.23(a) of the Disclosure Schedule sets forth the ten (10) largest suppliers
      of each of Woods US and Woods Canada (based on dollar amounts paid for products
      or services supplied to it) for the year ended December 31, 2006 and the current
      year period ended August 24, 2007 (the "Material Suppliers") and the
      amounts paid by Woods US and Woods Canada to such Material Suppliers during
      such
      periods.  Except as set forth in Section 7.23(a) of the
      Disclosure Schedule, (i) to Sellers' Knowledge, neither Woods US nor Woods
      Canada has received any notice, nor is either otherwise aware, that any Material
      Supplier intends to reduce materially its business with Woods US or Woods
      Canada, respectively, from the levels achieved during the current year period
      ended August 24, 2007; (ii) since the Interim Balance Sheet Date, no Material
      Supplier has terminated its relationship with either Woods US or Woods Canada
      or, to Sellers' Knowledge, threatened in writing to do so; (iii) since the
      Interim Balance Sheet Date, no Material Supplier has modified or, to Sellers'
      Knowledge, indicated that it intends to modify its relationship with, or rates
      it charges to, either Woods US or Woods Canada in a manner which is less
      favorable in any material respect to Woods US or Woods Canada, as applicable,
      or
      has agreed not to or, to Sellers' Knowledge, indicated it will not agree to
      do
      business on such rates, terms and conditions at least as favorable as the rates,
      terms and conditions provided to Woods US or Woods Canada, as applicable, on
      the
      Interim Balance Sheet Date; and (iv) neither Woods US nor Woods Canada is
      involved in any material claim, dispute or controversy with any Material
      Supplier.

     

    (b)  Customers.  Section
      7.23(b) of the Disclosure Schedule sets forth the ten (10) largest customers
      of each of Woods US and Woods Canada (based on dollar amounts of services
      purchased) for year ended December 31, 2006 and the current year period ended
      August 24, 2007 (the "Material Customers") and the amounts for which
      Woods US and Woods Canada invoiced such Material Customers during such
      period.  Except as set forth in Section 7.23(b) of the
      Disclosure Schedule, (i) to Sellers' Knowledge, neither Woods US nor Woods
      Canada has received any notice, nor is Woods US or Woods Canada otherwise aware,
      that any Material Customer will reduce materially its business with Woods US
      or
      Woods Canada, as applicable, from the levels achieved during the current year
      period ended August 24, 2007; (ii) since the Interim Balance Sheet Date, no
      Material Customer has terminated its relationship with Woods US or Woods Canada
      or, to Sellers' Knowledge, threatened in writing to do so; (iii) since the
      Interim Balance Sheet Date, no Material Customer has modified or, to Sellers'
      Knowledge, indicated that it intends to modify its relationship with, or rates
      it pays to, Woods US and Woods Canada in a manner which is less favorable in
      any
      material respect to Woods US or Woods Canada, as applicable, or has agreed
      not
      to or, to Sellers' Knowledge, indicated it will not agree to do business on
      such
      rates, terms and conditions at least as favorable as the rates, terms and
      conditions provided to Woods US or Woods Canada, as applicable, on the Interim
      Balance Sheet Date; and (iv) neither Woods US nor Woods Canada is involved
      in
      any material claim, dispute or controversy with any Material
      Customer.

     

    7.24  Books
      and Records.  The books and records of Woods Canada have been
      maintained in accordance with good business and bookkeeping
      practices.  Copies of the minute books and other similar records of
      Woods Canada provided to Purchasers are true and correct, and there are no
      other
      documents or agreements affecting the rights or obligations of the shareholders
      of Woods Canada.

     

    
      
        
        

      

      
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    7.25  Product
      Warranties.  To the Sellers' Knowledge, all commercialized
      products of Woods Canada and Woods US have been in conformance with all
      applicable contractual commitments and all express or implied warranties of
      Woods Canada and Woods US, and no Liability exists for replacement thereof,
      recall or other damages in connection with such sales or deliveries at any
      time
      prior to the date hereof. Neither Woods Canada nor any Seller has been notified
      in writing of any claims for and, to the Sellers' Knowledge, there are no
      threatened claims for any product return, recalls, warranty obligation or
      product services relating to any products or services in connection with the
      US
      Business and Canadian Business.

     

    7.26  Defects
      in Products or Designs; Product Safety.  To the Sellers'
      Knowledge, there have been no pattern of defects in the design, construction
      or
      manufacturing of any product commercialized by Woods Canada or Woods US, or
      its
      employees or agents in connection with the US Business and Canadian Business
      that would reasonably be expected to adversely affect the specified performance
      or quality of such product.  Each commercialized product has been
      designed, manufactured, packaged and labeled in material compliance with all
      regulatory, engineering, industrial and other codes applicable thereto and
      neither Woods Canada nor any Seller has received written notice of any alleged
      noncompliance with any such code.  Each product advertised or
      represented as being rated or approved by a rating organization, such as
      Underwriter’s Laboratories Inc. ("U.L.") or other organization, complies
      with the conditions of such rating or approval.  Woods Canada and
      Woods US have all U.L. permits, licenses or other rights which grant Woods
      Canada and Woods US the right to manufacture, package and label products as
      being rated or approved by U.L. (the "U.L. Licenses").  The
      U.L. Licenses are valid and in effect and neither Sellers nor Woods Canada
      has
      received any notice that U.L. intends to cancel, terminate or not renew any
      of
      the U.L. Licenses.  Woods US and Woods Canada are in material
      compliance with the U.L. Licenses.  Section 7.26 of the
      Disclosure Schedule sets forth all E-files associated with the U..L.
      Licenses.

     

    


    ARTICLE
      VIII

     

    Representations
      and Warranties of Coleman

     

    Coleman
      represents and warrants to Sellers that the statements in this Article
      VIII are true, correct and complete as of the date of this Agreement and
      shall continue to be true, correct and complete as of the Closing
      Date.

     

    8.1  Due
      Incorporation.  Coleman is a corporation duly incorporated,
      validly existing and in good standing under the laws of the State of
      Delaware.

     

    8.2  Authority.  Coleman
      has, and as of the Closing Date each Purchaser will have, the corporate right
      and power to enter into, and perform its obligations under, this Agreement
      and
      each other agreement delivered in connection herewith to which it is a party,
      and Coleman has, and as of the Closing Date each Purchaser will have, taken
      all
      requisite corporate action to authorize the execution, delivery and performance
      of this Agreement and such other agreements and the consummation of the purchase
      of the Purchased Assets, the Shares and the other transactions contemplated
      by
      this Agreement; and this Agreement has been duly executed and delivered by
      Coleman and is binding upon, and enforceable against, Coleman, and as of the
      Closing Date will be binding upon and enforceable against each Purchaser, in
      accordance with its terms; except as such enforcement may be limited by
      bankruptcy, insolvency, reorganization, moratorium or other similar laws
      affecting enforcement of creditors' rights generally and by general principles
      of equity (whether applied in a proceeding at law or in equity).

     

    
      
        
        

      

      
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    8.3  No
      Violations.  Neither the execution, delivery or performance of
      this Agreement by Coleman, nor the consummation of the purchase of the Purchased
      Assets, Shares or any other transaction contemplated by this Agreement, does
      or
      will, after the giving of notice, or the lapse of time, or otherwise, conflict
      with, result in a breach of, or constitute a default under, the certificate
      and
      articles of incorporation or by-laws of Coleman, or any Law or Order, or any
      Contract or plan to which Coleman is a party, except for such conflicts,
      breaches or defaults that would not, individually or in the aggregate,
      reasonably be expected to be materially adverse to the ability of Coleman to
      consummate the transactions contemplated hereby or perform its obligations
      hereunder.

     

    8.4  Financial
      Resources.  Coleman has the necessary financial resources to
      consummate the transactions contemplated by this Agreement as of the Closing
      Date.

     

    8.5  Litigation.  There
      are no claims, actions, suits, proceedings or investigations pending or, to
      the
      knowledge of Coleman, threatened against Coleman with respect to this Agreement,
      or that could prevent the consummation of the transactions contemplated
      hereby.

     

    8.6  Brokers.  Neither
      this Agreement nor the purchase of the Purchased Assets, Shares or any other
      transaction contemplated by this Agreement was induced or procured through
      any
      Person acting on behalf of, or representing, Coleman or any of its Affiliates
      as
      broker, finder, investment banker, financial advisor or in any similar
      capacity.

     

    ARTICLE
      IX

     

    Conditions
      to Closing Applicable to Coleman and Purchasers

     

    The
      obligations of Coleman and Purchasers hereunder (including the obligation of
      Purchasers to close the transactions herein contemplated) are subject to the
      following conditions precedent:

     

    9.1  No
      Termination.  Neither Coleman, Purchasers nor Sellers shall have
      terminated this Agreement pursuant to Section 11.1.

     

    9.2  Bring-Down
      of Sellers' and Woods Canada's Warranties and Covenants.  The
      warranties and representations made by Sellers and Woods Canada herein to
      Coleman and Purchasers shall be true and correct in all material respects
      (except those qualified by materiality which shall be true and correct in all
      respects) on and as of the Closing Date with the same effect as if such
      warranties and representations had been made on and as of the Closing Date
      (other than any representations and warranties that were made as of a specific
      date, which representations and warranties will be true and correct as of such
      date), and Sellers and Woods Canada shall have performed and complied with
      in
      all material respects all agreements, covenants and conditions on its part
      required to be performed or complied with on or prior to the Closing Date
      (except those qualified by materiality which shall have been performed and
      complied with in all respects); and at the Closing, Coleman and Purchasers
      shall
      have received a certificate executed by an authorized officer of each Seller
      to
      the foregoing effect.

     

    
      
        
        

      

      
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    9.3  No
      Material Adverse Change.  Since the Interim Balance Sheet Date,
      there shall have been no Material Adverse Change.

     

    9.4  Pending
      Actions.  No investigation, action, suit or proceeding by any
      Governmental Authority, and no action, suit or proceeding by any other Person,
      shall be pending on the Closing Date which challenges this Agreement or any
      transactions contemplated hereby, or which claims damages against Coleman or
      a
      Purchaser in a material amount as a result of the consummation of the
      transactions contemplated hereby.

     

    9.5  Required
      Contract Consents.  Coleman and Purchasers shall have received
      evidence reasonably satisfactory to it of the receipt of the required consents
      listed in Schedule 9.5.

     

    9.6  Required
      Governmental Approvals.  Coleman and Purchasers shall have
      received evidence reasonably satisfactory to it of the receipt of all consents,
      approvals or authorizations of any Governmental Authority required on the part
      of Sellers in connection with the performance by Sellers of their obligations
      under this Agreement and the consummation of the transactions contemplated
      hereby listed on Schedule 9.6.

     

    9.7  Environmental
      Assessment Report.  Coleman shall have received an environmental
      Phase II report with respect to existing wells located at the Leased Real
      Property located in Ontario, Canada and the findings, recommendations
      and  conclusions set forth in such report shall not identify a
      material liability which was not previously identified in the Phase II
      Environmental Site Assessment performed by Golders Associates Ltd. for Woods
      Canada dated October 2003, a true and correct copy of which has been delivered
      to Coleman.

     

    9.8  Required
      Transfer.  The Retained Entity, the Canadian Retained Assets and
      the Canadian Retained Liabilities shall have been transferred.

     

    9.9  All
      Necessary Documents.  All proceedings to be taken in connection
      with the consummation of the transactions contemplated by this Agreement, and
      all documents incident thereto, shall be reasonably satisfactory in form and
      substance to Purchasers and Purchasers shall have received copies of such
      documents as Purchasers may reasonably request in connection therewith,
      including those documents to be delivered pursuant to Section
      3.2.

     

    Coleman
      and Purchasers shall have the right to waive any of the foregoing conditions
      precedent.

     

    
      
        
        

      

      
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    ARTICLE
      X

     

    Conditions
      to Closing Applicable to Sellers

     

    The
      obligations of Sellers hereunder (including the obligation of Sellers to close
      the transactions herein contemplated) are subject to the following conditions
      precedent:

     

    10.1  No
      Termination.  Neither Coleman, Purchasers nor Sellers shall have
      terminated this Agreement pursuant to Section 11.1.

     

    10.2  Bring-Down
      of Coleman and Purchasers' Warranties and Covenants.  The
      warranties and representations made by Coleman and Purchasers herein to Sellers
      and Woods Canada shall be true and correct in all material respects (except
      those qualified by materially which shall be true and correct in all respects)
      on and as of the Closing Date with the same effect as if such warranties and
      representations had been made on and as of the Closing Date (other than any
      such
      representation or warranties that were made as of a specific date, which
      representations and warranties will be true and correct as of such date), and
      Coleman and Purchasers shall have performed and complied in all material
      respects with all agreements, covenants and conditions on its part required
      to
      be performed or complied with on or prior to the Closing Date (except those
      qualified by materiality which shall have been performed and complied with
      in
      all respects); and at the Closing, Sellers and Woods Canada shall have received
      a certificate executed by an authorized officer of Coleman and each Purchaser
      to
      the foregoing effect.

     

    10.3  Pending
      Actions.  No investigation, action, suit or proceeding by any
      Governmental Authority, and no action, suit or proceeding by any other Person,
      shall be pending on the Closing Date which challenges this Agreement or any
      transaction contemplated hereby, or which claims damages against Sellers or
      Woods Canada in a material amount as a result of the consummation of the
      transactions contemplated hereby.

     

    10.4  All
      Necessary Documents.  All proceedings to be taken in connection
      with the consummation of the transactions contemplated by this Agreement, and
      all documents incident thereto, shall be reasonably satisfactory in form and
      substance to Sellers, and Sellers shall have received copies of such documents
      as Sellers may reasonably request in connection therewith, including those
      documents to be delivered pursuant to Section 3.3.

     

    Sellers
      shall have the right to waive any of the foregoing conditions
      precedent.

     

    ARTICLE
      XI

     

    Termination

     

    11.1  Termination.  This
      Agreement may be terminated at any time prior to the Closing only as
      follows:

     

    (a)  by
      written consent of Coleman and Katy;

     

    (b)  by
      Coleman and Purchasers or by Sellers, if at or before the Closing any condition
      set forth herein for the benefit of Coleman and Purchasers or Sellers,
      respectively, shall not have been timely met or cannot be timely met; provided,
      the party seeking to terminate is not in breach of or default under this
      Agreement; or

     

    
      
        
        

      

      
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    (c)  by
      Coleman and Purchasers if the Closing of the transactions contemplated by this
      Agreement shall not have occurred on or before December 7, 2007, or such later
      date as may have been agreed upon in writing by the parties hereto; provided,
      Coleman or Purchasers are not in breach of or default under this
      Agreement.

     

    If
      any
      party terminates this Agreement pursuant to this Article XI, all rights
      and obligations of Sellers, Coleman and Purchasers hereunder shall terminate
      without any liability of any party, other than any liability of any party for
      the breach of its obligations hereunder provided however that if Coleman
      terminates this Agreement pursuant to this Section 11.1, the Sellers will
      not have any liability to Coleman or Purchasers for any inaccuracy in or breach
      of any representation or warranty set forth in Article VII of this
      Agreement.

     

    ARTICLE
      XII

     

    Indemnification

     

    12.1  Indemnification
      by Sellers.  Subject to the provisions of this
Article XII, Sellers covenant and agree after the Closing to
      indemnify, defend and hold harmless Coleman, the Purchasers and their
      Affiliates, and their respective officers, directors, stockholders, employees
      and agents (collectively, the "Purchasers' Indemnitees"), jointly and
      severally, from and against any and all Losses incurred or suffered by the
      Purchasers' Indemnitees arising or resulting from, directly or indirectly,
      any
      of the following:

     

    (a)  any
      inaccuracy in or breach of any representation or warranty of Sellers and Woods
      Canada set forth in Article VII of this Agreement;

     

    (b)  any
      non-compliance with or breach of any covenant or agreement of the Sellers or
      Woods Canada contained in this Agreement;

     

    (c)  any
      US
      Retained Liabilities;

     

    (d)  any
      Canadian Retained Liabilities;

     

    (e)  any
      Change of Control Payment; and

     

    (f)  the
      following Taxes: (i) the Sellers' allocable share of any Transfer Taxes (as
      determined pursuant to Section 15.5); (ii) all Taxes of Woods Canada for periods
      (or portions thereof) ending on or before the Closing Date to the extent not
      reserved as a current liability in the computation of the Final Net Working
      Capital; (iii) all Taxes of Woods Canada related to the transfer of any Canadian
      Retained Asset or Canadian Retained Liability; and (iv) all Taxes (other than
      Assumed Taxes) of Woods US (or that result from Woods US’s failure to pay any
      Taxes) or that relate to the Purchased Assets, Transferred Employees, or US
      Business for periods (or portions thereof) ending on or before the Closing
      Date.

     

    
      
        
        

      

      
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    12.2  Indemnification
      by Purchasers.  Subject to the provisions of this
Article XII, Purchasers covenant and agree after the Closing to
      indemnify, defend and hold harmless Sellers and their Affiliates, and their
      respective officers, directors, stockholders, employees and agents (together,
      the "Sellers' Indemnitees") from and against any and all Losses incurred
      or suffered by the Sellers' Indemnitees arising or resulting from, directly
      or
      indirectly, any of the following:

     

    (a)  any
      inaccuracy in or breach of any representation or warranty of Coleman and
      Purchasers set forth in Article VIII;

     

    (b)  any
      non-compliance with or breach of any covenant or agreement of Purchasers
      contained in this agreement;

     

    (c)  any
      Assumed Liability; or

     

    (d)  Purchasers'
      allocable share of any Transfer Taxes (as determined pursuant to Section
      15.5).

     

    12.3  Limitation
      on Sellers' Indemnity.  The amount of liability of Sellers for
      Coleman or Purchaser Losses shall be subject to the following
      limitations:

     

    (a)  Except
      as
      otherwise provided in Section 12.3(c), Sellers shall have no liability
      under Section 12.1(a) until the aggregate amount of all claims that the
      Purchasers' Indemnitees may have under Section 12.1(a) exceeds $250,000
      (the "Indemnity Deductible"), and then Sellers shall be liable only for
      the amount by which such claims exceed the Indemnity Deductible.

     

    (b)  Except
      as
      otherwise provided in Section 12.3(c), in no event will Sellers be
      obligated to indemnify any Purchasers' Indemnitee in respect of any claim for
      indemnification under Section 12.1(a) in excess of $4,500,000 (the
      "Cap").

     

    (c)  Notwithstanding
      anything to the contrary set forth herein, (i) the Indemnity Deductible and
      Cap
      will not apply to obligations of Sellers herein to indemnify Purchasers'
      Indemnitees for Losses arising from or in connection with the inaccuracy or
      breach of a Fundamental Representation or of Section 7.22 and (ii)
      if after two years following the Closing Date, the aggregate claims for
      indemnification under Section 12.1(a) exceeds $3,500,000, the Cap shall
      be increased by up to $1,000,000 so that there is at such time $1,000,000
      remaining in the Cap (in excess of up to $4,500,000 of such aggregate claims
      for
      indemnification under Section 12.1(a)); provided that any increase of the
      Cap in excess of $4,500,000 shall apply only to obligations of Sellers to
      indemnify Purchasers' Indemnitees for Losses arising from or in connection
      with
      the inaccuracy or breach of Section 7.20.  Notwithstanding
      anything to the contrary set forth herein, the aggregate liability of Sellers
      under Section 12.1(a) shall in no event exceed the Purchase
      Price.

     

    (d)  The
      parties hereto agree that any claim for Losses arising from non-compliance
      with
      or breach of the covenant set forth in Section 5.12 (Supplemental
      Disclosure) and any claim for Losses arising from any inaccuracy in or breach
      of
      any representation or warranty of Sellers and Woods Canada disclosed in
      compliance with the covenant set forth in Section 5.12, shall be brought
      only as a claim for indemnification under Section 12.1(a) and accordingly
      shall be subject to limitations set forth in this Article XII applicable
      to claims for indemnification under Section 12.1(a).

     

    
      
        
        

      

      
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    12.4  Claim
      Procedure/Notice of Claim.

     

    (a)  A
      party
      entitled, or seeking to assert rights, to indemnification under this
Article XII (an
      "Indemnified Party") shall
      give written notification (a
      "Claim Notice") to the party
      from whom indemnification is sought (an
      "Indemnifying Party") which
      contains (i) a description and the amount (the
      "Claimed Amount"), if then
      known, of any Losses incurred or reasonably expected to be incurred by the
      Indemnified Party and (ii) a statement that the Indemnified Party is entitled
      to
      indemnification under this Article XII for such Losses and a reasonable
      explanation of the basis therefor.

     

    (b)  Within
      thirty (30) days after delivery of a Claim Notice (other than a Claim Notice
      based on a third-party claim), the Indemnifying Party shall deliver to the
      Indemnified Party a written response (the "Response") in which the
      Indemnifying Party shall either: (i) agree that the Indemnified Party is
      entitled to receive all of the Claimed Amount or (ii) dispute that the
      Indemnified Party is entitled to receive any or all of the Claimed Amount and
      the basis for such dispute (in such an event, the Response shall be referred
      to
      as an
      "Objection Notice").  If
      no Response is delivered by the Indemnifying Party to the Indemnified Party
      within such 20-day period, the Indemnifying Party shall be deemed to have agreed
      that an amount equal to the entire Claimed Amount shall be payable to the
      Indemnified Party and such Claimed Amount shall be promptly paid to Purchasers
      or Sellers, as applicable.

     

    (c)  In
      the
      event that the parties are unable to agree on whether Losses exist or on the
      amount of such Losses within the 30-day period after delivery of a Claim Notice,
      Purchasers or Sellers may (but are not required to do so) petition or file
      an
      action in a court of competent jurisdiction for resolution of such
      dispute.

     

    (d)  In
      the
      event that the Indemnified Party is entitled, or is seeking to assert rights,
      to
      indemnification under this Article XII relating to a third-party claim,
      the Indemnified Party shall give written notification to the Indemnifying Party
      of the commencement of any suit or other legal proceeding relating to such
      third-party claim.  Such notification shall be given within thirty
      (30) days after receipt by the Indemnified Party of notice of such suit or
      proceeding, shall be accompanied by reasonable supporting documentation
      submitted by such third party (to the extent then in the possession of the
      Indemnified Party) and shall describe in reasonable detail (to the extent known
      by the Indemnified Party) the facts constituting the basis for such suit or
      proceeding and the amount of the claimed Losses, if then known; provided,
      however, that no delay or deficiency on the part of the Indemnified Party in
      so
      notifying the Indemnifying Party shall relieve the Indemnifying Party of any
      liability or obligation hereunder except to the extent of any liability caused
      by or arising out of such failure.  Within thirty (30) days after
      delivery of such notification, the Indemnifying Party may, upon written notice
      thereof to the Indemnified Party, assume control of the defense of such suit
      or
      proceeding with counsel reasonably satisfactory to the Indemnified Party;
      provided, however, that (i) the Indemnifying Party may only assume control
      of
      such defense if it acknowledges in writing to the Indemnified Party that any
      Losses that may be assessed against the Indemnified Party in connection with
      such suit or proceeding constitute Losses for which the Indemnified Party shall
      be indemnified pursuant to this Article XII, and 

     

    
      
        
        

      

      
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    (ii)
      the
      Indemnifying Party may not assume control of the defense of a suit or proceeding
      (A) involving criminal liability or (B) in which any relief other than monetary
      damages is sought against the Indemnified Party.  If the Indemnifying
      Party does not so assume control of such defense, the Indemnified Party shall
      control such defense at the Indemnifying Party's expense.  The party
      not controlling such defense (the
      "Non-Controlling Party")
      may participate therein at its own expense; provided, however, that if the
      Indemnifying Party assumes control of such defense and the Indemnified Party
      reasonably concludes that the Indemnifying Party and the Indemnified Party
      have
      conflicting interests or different defenses available with respect to such
      suit
      or proceeding, the reasonable fees and expenses of counsel to the Indemnified
      Party shall be considered "Losses" for purposes of this
      Agreement.  The party controlling such defense (the
      "Controlling Party") shall
      keep the Non-Controlling Party reasonably advised of the status of such suit
      or
      proceeding and the defense thereof and shall consider in good faith
      recommendations made by the Non-Controlling Party with respect
      thereto.  The Non-Controlling Party shall furnish the Controlling
      Party with such information as it may have with respect to such suit or
      proceeding (including copies of any summons, complaint or other pleading which
      may have been served on such party and any written claim, demand, invoice,
      billing or other document evidencing or asserting the same) and shall otherwise
      cooperate with and assist the Controlling Party in the defense of such suit
      or
      proceeding.  The Indemnifying Party shall not agree to any settlement
      of, or the entry of any judgment arising from, any such suit or proceeding
      without the prior written consent of the Indemnified Party, unless such
      settlement is for monetary payments only and a written agreement is obtained
      releasing the Indemnified Party from all liability thereunder.  The
      Indemnified Party shall not agree to any settlement of, or the entry of any
      judgment arising from, any such suit or proceeding without the prior written
      consent of the Indemnifying Party, unless such settlement is for monetary
      payments only and a written agreement is obtained releasing the Indemnified
      Party from all liability thereunder.

     

    (e)  Nothing
      in this Section 12.4 shall apply to a Tax Claim or Tax Contest, which
      shall be governed by Section 15.3.

     

    12.5  Survival
      of Representations, Warranties and Covenants; Determination of Adverse
      Consequences.

     

    (a)  Except
      as
      set forth in Section 12.4(b), the representations and warranties of
      Sellers and Woods Canada on the one hand, and Purchasers and Coleman, on the
      other hand, contained in this Agreement and the certificates delivered pursuant
      to this Agreement shall survive for ninety (90) days after the Closing Date,
      at
      which time such representations and warranties and any right to make an
      indemnification claim based thereon will terminate.

     

    (b)  The
      representations and warranties of Sellers and Woods Canada contained in
Section 7.22 (Taxes) shall survive until the expiration of the applicable
      statute of limitations (after giving effect to any extension, waiver, tolling,
      or mitigation thereof) plus thirty (30) days, at which time such representations
      and warranties and any right to make an indemnification claim based thereon
      shall terminate.  The Fundamental Representations, shall survive
      indefinitely.  The representations and warranties of Sellers and Woods
      Canada contained in Section 7.20 (Environmental Matters) shall survive
      for three (3) years after the Closing Date.  The representations and
      warranties of Sellers and Woods Canada contained in Section 7.21
      (Employee Benefits) shall survive for two (2) years.  The
      representations and warranties of Sellers and Woods Canada contained in
Section 7.13(a) and (b) (Litigation on Compliance with Laws) shall
      survive for eighteen (18) months after the Closing Date.  The
      representations and warranties of Sellers and Woods Canada contained in
Section 7.16(d) (Accounts Receivable) shall survive for 120 days after
      the Closing Date.  The representations and warranties of Sellers and
      Woods Canada contained in Section 7.6 (No Violations and Consents),
Section 7.7 (Brokers), Section 7.9 (Related Party Transactions),
Section 7.15(a) (Contracts) and Section 7.16 (Financial
      Statements) shall survive for one (1) year after the Closing Date.

     

    
      
        
        

      

      
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    (c)  Notwithstanding
      anything to the contrary in this Agreement, if an Indemnified Party delivers
      to
      an Indemnifying Party, before expiration of a representation or warranty, either
      a Claim Notice based upon a breach of such representation or warranty, or a
      notice that, as a result of a suit or other legal proceeding instituted by
      or
      claim made by a third party, the Indemnified Party reasonably expects to incur
      Losses, then the applicable representation or warranty shall survive until,
      but
      only for purposes of, the resolution of the matter covered by such
      notice.

     

    (d)  The
      representations and warranties of Sellers and Woods Canada shall not be affected
      or deemed waived by reason of any investigation made by or on behalf of Coleman
      or Purchasers.

     

    (e)  All
      covenants and agreements contained in this Agreement and the documents and
      certificates delivered pursuant to this Agreement shall survive the
      Closing Date in accordance with their
      terms.

     

    (f)  Coleman
      and Purchasers shall have the right in their sole discretion with respect to
      any
      particular indemnification claim to exercise any and all other remedies in
      connection with such claim, including specific performance and injunctive or
      equitable relief.

     

    12.6  Treatment
      of Indemnification Payments.  Any indemnification payments made
      pursuant to this Article XII shall be treated as adjustments to Purchase Price
      and allocated in accordance with Schedule 2.1.

     

    12.7  Exclusive
      Remedy.  Except with respect to any loss that is the result of
      fraud, intentional misrepresentation or willful misconduct on the part of the
      other party or any of its Affiliates, the remedies provided in this Article
      XII shall be the exclusive remedies of the parties hereto after the Closing
      in connection with any breach of a representation or warranty, non-performance,
      partial or total, of any covenant or agreement contained herein or any other
      matter relating to the transactions contemplated hereby.  Coleman and
      Purchasers agree to pursue all claims for Losses solely against Sellers as
      provided in this Agreement.  Nothing contained herein, however, shall
      preclude a party from seeking injunctive relief or specific performance, under
      circumstances where such relief might be appropriate, provided that the moving
      party shall not be entitled to ancillary relief in the nature of damages or
      fee
      awards unless specifically so provided for herein.

     

    12.8  Effect
      of Taxes.  The amount of any Loss incurred by a Purchasers'
      Indemnitee shall be reduced by any Tax benefits that Woods Canada actually
      realizes as a result of the incurrence of such Loss.  Any Loss shall
      initially be computed without respect to any of Woods Canada’s Tax benefits
      (other than Tax benefits actually realized by Woods Canada in any Tax years
      for
      which Woods Canada has filed the final Tax Return for the prior to the
      computation of such Loss) and the Canadian Purchaser shall pay to the Canadian
      Seller the amount of such Tax benefits within ten (10) days of Woods Canada
      actually filing the final Tax Return for the year in which the Tax benefits
      are
      actually realized.  To the extent any Tax benefit that has reduced the
      amount of a Loss under this Section 12.8 is for whatever reason subsequently
      reduced, in whole or in part, the Canadian Seller shall pay (without regard
      to
      any limitations in this Agreement) to the Canadian Purchaser an amount equal
      to
      the disallowed Tax benefit.

     

    
      
        
        

      

      
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    ARTICLE
      XIII

     

    Confidentiality

     

    13.1  Confidentiality
      of Materials.  (a)    The Confidentiality
      Agreement dated May 23, 2007 between Coleman, Sellers and Woods Canada shall
      remain in full force and effect and binding upon Coleman, Sellers and Woods
      Canada in accordance with its terms, and each party shall comply with the terms
      thereof.

     

    (b)  Sellers
      also agree with respect to all Information regarding the US Business, and the
      Purchased Assets that, from and after the Closing, (i) such Information is
      confidential and/or proprietary to Coleman and Purchasers and entitled to and
      shall receive treatment as such by Sellers and their respective Affiliates;
      (ii)
      Sellers shall, and shall cause their respective Affiliates to, hold in
      confidence and not disclose nor use any such Information, treating such
      Information with the same degree of care and confidentiality as it or he accords
      its own confidential and proprietary information; provided, that no Seller
      shall
      have any such obligations with respect to Information which (A) is contained
      in
      a printed publication available to the general public, (B) is or becomes
      publicly known through no wrongful act or omission of the receiving party,
      or
      (C) is known by the receiving party without any proprietary restrictions by
      the
      furnishing/disclosing party at the time of receipt of such
      Information.

     

    13.2  Remedy.  Each
      party hereto acknowledges that the remedy at law for any breach by either party
      of its obligations under Section 13.1 is inadequate and that the other
      party shall be entitled to equitable remedies, including an injunction, in
      the
      event of breach by the other party.

     

    
      
        
        

      

      
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    ARTICLE
      XIV

     

    Employee
      Matters

     

    14.1  Employees
      to be Hired by Purchaser.  (a)    US Purchaser
      shall offer employment, to be effective as of the Closing Date, to those
      employees of the US Business identified in writing by US Purchaser to Sellers
      prior to the Closing Date providedthat US Purchaser shall offer
      employment to all employees of Woods US as of the Closing Date other than
      employees of Woods US who work at the Retained Leased
      Property and other than up to 5 other Woods US employees.  Each such
      employee who accepts such offer of employment and commences employment with
      Purchaser immediately after the Closing Date is herein referred to as a
      "Transferred Employee".

     

    (b)  Sellers
      shall be solely responsible for any severance claims or any other claims or
      causes of action arising in connection with employment with Woods US asserted
      by
      any employee of Woods US who is not a Transferred Employee.  US
      Purchaser will be solely responsible for claims by or on behalf of any employee
      of Woods US, other than employees of Woods US who work at the Retained Leased
      Property, related to US Purchaser’s actions or inaction relative to the process
      of hiring such employees arising before or after the Closing.

     

    (c)  The
      Canadian Purchaser shall cause Woods Canada to continue to employ the employees
      of Woods Canada on substantially the same terms and conditions of employment
      as
      were enjoyed immediately prior to the Closing Date and from the Closing Date,
      the Canadian Purchaser shall indemnify and hold the Sellers harmless against
      any
      claim resulting from, arising out of or relating to said terms and conditions
      of
      employment.

     

    (d)  The
      Sellers shall not be directly responsible for any severance or termination
      costs
      with respect to any employees of Woods Canada terminated for any reason by
      the
      Canadian Purchaser subsequent to the Closing Date.

     

    14.2  Benefit
      Plans, Workers' Compensation, Medical Claims and Retirees.

     

    (a)  Purchasers
      shall not assume any US Benefit Plans, and Sellers shall retain all
      responsibilities, obligations and Liability for claims for benefits, rights
      or
      payments under all US Benefit Plans.

     

    (b)  Sellers
      shall remain solely responsible for Liability arising from workers' compensation
      claims, both medical and disability, or other government-mandated programs,
      brought by or in respect of employees of the US Business, which are based on
      injuries occurring prior to Closing regardless of when such claims are
      filed.  Coleman and Purchasers shall be solely responsible for claims
      based on injuries occurring after Closing.

     

    (c)  Sellers
      shall remain solely responsible in accordance with its employee welfare benefit
      plans for the satisfaction of all claims for medical, dental, life insurance,
      health, accident or disability benefits brought by or in respect of employees
      of
      the US Business under such Sellers' welfare benefit plans which claims relate
      to
      events or injuries incurred prior to the Closing regardless of when such claim
      was filed.

     

    
      
        
        

      

      
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    (d)  As
      of the
      Closing, with respect to former and retired employees of the US Business or
      Woods Canada who had terminated employment or retired on or prior to the
      Closing, Sellers shall be liable for all Liabilities in connection with claims
      for benefits brought by or in respect of such former or retired employees of
      the
      US Business under any of Sellers' welfare benefit plans with respect to medical,
      dental, life insurance, health, accident or disability benefits or otherwise
      and
      shall provide COBRA continuation coverage to any "M&A qualified beneficiary"
      (as defined in regulations under COBRA) as a result of the transaction
      contemplated by this Agreement.

     

    (e)  Purchaser
      agrees to pay to the employees of Woods Canada, for the period from the
      beginning of the current bonus year until the Closing Date, bonuses in such
      amount as Sellers have accrued on the Final Canadian Net Working Capital, and
      for the period from the Closing Date until the end of the current bonus year,
      bonuses in such amount as such employees would have accrued under the applicable
      bonus plan of Sellers in which such employees participated prior to the Closing
      Date.

     

    14.3  WARN
      Act.  Sellers shall be responsible for any Liability under the
      Workers Adjustment and Retraining Notification Act or any analogous state law
      concerning plant closing ("WARN Act") prior to the Closing Date and
      relating to the Retained Leased Property prior to, on, or after the Closing
      Date.  Purchasers shall be responsible for any Liability under the
      WARN Act on or after the Closing Date (except relating to the Retained Leased
      Property).

     

    ARTICLE
      XV

     

    Tax
      Matters

     

    


    15.1  Tax
      Payments and Allocation of Taxes

     

    (a)  To
      the
      extent that any Seller is obligated to pay a Tax as a result of its obligations
      under Section 12.1(g) or a breach of a representation or warranty under this
      Agreement, such Tax shall be paid three (3) business days prior to the date
      such
      Tax is due to the applicable taxing authority or ten (10) business days after
      receipt of written demand for payment, whichever is later.

     

    (b)  If
      the
      parties need to determine the amount of a Tax for a period beginning before
      and
      ending after the Closing Date that is allocable to the portion of the period
      ending on the Closing Date, the parties shall use the following
      conventions:  (1) the portion of any Tax determined by reference to
      income, capital gains, gross income, gross receipts, sales, net profits,
      windfall profits, or similar items or resulting from the transfer or assets
      or
      payments shall be allocated to the portion of the period ending on the Closing
      Date by assuming that a Tax Return for the applicable Tax was filed for the
      portion of the period ending on the Closing Date (using a "closing of the books"
      methodology); and (2) the portion of any other Tax shall be determined by
      multiplying the amount of Taxes for the entire period by a fraction, the
      numerator of which is the number of days of the portion of the period ending
      on
      the Closing Date and the denominator of which is the number of days in the
      entire period.

     

    
      
        
        

      

      
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    15.2  Tax
      Returns Canadian Purchaser shall prepare or cause to be prepared all Tax
      Returns of Woods Canada for all Tax periods ending on or before the Closing
      Date
      and which are required to be filed after the Closing Date ("Post-Closing Tax
      Returns").  The Sellers shall have the right to review any income
      tax returns to be filed for such periods prepared by Canadian Purchaser
      ("Post-Closing Income Tax Returns") and Canadian Purchaser shall provide
      the Sellers with such Post-Closing Income Tax Returns at least thirty (30)
      days
      prior to the relevant filing due date.  Post-Closing Income Tax
      Returns shall be prepared on a consistent basis with past practice, including
      the taking of any deductions, provided that such past practice and deductions
      are made in accordance with applicable Law.  If an item is treated in
      a Post-Closing Income Tax Return in a manner which is not consistent with the
      previous filing position of Woods Canada with respect to such item or if an
      item
      was not previously covered in a previous income tax return of Woods Canada,
      the
      Sellers may notify Canadian Purchaser in writing within ten (10) Business Days
      after delivery of the Post-Closing Income Tax Returns to the Sellers of their
      disagreement with the treatment of such item in the Post-Closing Income Tax
      Return together with a reasonably detailed description of the
      objection.  Sellers and the Canadian Purchaser will use good faith
      efforts to resolve any such objections within three (3) business days after
      delivery of the notice of disagreement.  Other than as provided in
      this Section 15.2, Canadian Purchaser may file any Post-Closing Tax
      Returns as prepared.  None of the Canadian Purchaser or any affiliate
      of the Canadian Purchaser shall (or shall cause or permit Woods Canada to)
      amend, refile or otherwise modify any Post-Closing Tax Returns in a manner
      which
      causes the Sellers’ to be liable to indemnify Canadian Purchaser pursuant to
      Article XII or causes a reduction in the Final Canadian Net Working Capital
      without the prior written consent of Sellers, which consent may not be
      unreasonably withheld, delayed, or conditioned, unless such amendment, refilling
      or modification is required by law.  The parties agree that Woods
      Canada shall elect under subsection 256(9) of the ITA so that control of Woods
      Canada shall be considered to have been acquired on the Closing
      Date.

     

    15.3  Tax
      Contests.  If any Governmental Authority issues to Woods Canada a
      Tax Claim with respect to Woods Canada for any Tax period ending on or prior
      to
      the Closing Date, the Canadian Purchaser shall notify Katy of its receipt of
      such communication from the Governmental Authority within thirty (30) Business
      Days after receiving such notice of Tax Claim.  No failure or delay of
      Canadian Purchaser or Woods Canada in the performance of the foregoing shall
      reduce or otherwise affect the obligations or liabilities of Katy pursuant
      to
      this Agreement, except to the extent that such failure or delay shall preclude
      Katy from defending against any liability or claim for Taxes that Katy is
      obligated to pay hereunder.  Katy shall control any examination,
      investigation, audit, or other proceeding ("Tax Contest")  in respect
      of any such Tax Claim; provided, however:

     

    (a)  Katy
      first acknowledges in writing that: (i) to the extent the Tax Claim includes
      an
      assertion that an amount is or may be owing with respect to Taxes, that Katy
      is
      obligated to indemnify the Canadian Purchaser for such Taxes; and (ii) to the
      extent the Tax Claim does not include an assertion that an amount is or may
      be
      owing with respect to Taxes, Katy is liable to indemnify the Canadian Purchaser
      for Taxes for the Tax periods subject to the Tax Claim;

     

    
      
        
        

      

      
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    (b)  Katy
      shall not have control of any Tax Contest to the extent that such Tax
      Contest  relates to or affects a Tax period ending after the Closing
      Date;

     

    (c)  Katy
      shall not have control of the portion of an Tax Contest that affects Tax periods
      on or before the Closing Date where such Tax Contest also affects or may affect
      Tax periods ending following the Closing Date and  the Canadian
      Purchaser determines, acting reasonably, that it is impractical for Katy to
      control a portion of such Tax Contest or that such control by Katy will or
      may
      adversely affect the Canadian Purchaser’s ability to effectively control, settle
      or resolve the portion of the Tax Contest affecting Tax periods ending
      after  the Closing Date; and

     

    (d)  Katy
      shall not (and shall not allow Woods Canada), to settle a Tax Claim or Tax
      Contest without the prior written consent of the Canadian Purchaser if such
      compromise and settlement may have an impact upon Taxes of Woods Canada for
      any
      period ending after the Closing Date or would result in a Tax liability to
      Woods
      Canada or its Affiliates or an adverse effect of their tax attributes for which
      Katy has not undertaken to indemnify the Canadian Purchaser.

     

    Katy
      shall provide Canadian Purchaser will copies of all written communications
      relating to any Tax Contest controlled by Katy and shall on a regular and timely
      basis advise Canadian Purchaser of the status of and any material developments
      relating to such Tax Contest. Canadian Purchaser shall be entitled to appoint
      counsel to monitor any Tax Contest controlled by Katy at its own expense, and
      shall be entitled to attend or have counsel attend any meetings, whether in
      person or otherwise, between Katy and the Tax Authority conducting such Tax
      Contest, shall be entitled to be advised of the contents of any such meeting
      not
      attended by Canadian Purchaser or its counsel and shall be entitled to receive
      copies of any submissions proposed to be made to any Tax Authority and to have
      reasonable time to comment upon such submissions.

    


    15.4  338(g)
      Treatment.  Nothing in this Agreement shall preclude Canadian
      Purchaser from making an election under Section 338(g) of the Code with respect
      to its acquisition of Woods Canada.  Canadian Purchaser will give
      notice to Katy upon making any such election under Section 338(g) of the
      Code.

     

    15.5  Transfer
      Taxes.  All Transfer Taxes shall be paid equally by the Sellers
      and Purchasers.  To the extent that any Seller or any Purchaser is
      required to pay any Transfer Tax, or incurs any out-of-pocket expense in
      transferring title of any (or all) of the Purchased Assets,  the
      Sellers or Purchasers, as applicable, shall promptly reimburse such party for
      50% of such Transfer or out-of-pocket expense.   Purchasers
      shall, at their own cost and expense, file all necessary Tax Returns and other
      documentation with respect to all Transfer Taxes and, if required by applicable
      law, the applicable Seller will join in the execution of such Tax
      Returns.

     

    15.6  Section
      116 Certificate  Katy shall apply for, and, if obtained, shall
      deliver to Canadian Purchaser a certificate with respect to the disposition
      of
      the Shares issued by the Canada Revenue Agency ("CRA") pursuant to
      section 116 of the Income Tax Act (Canada) (the
      "ITA").  In respect of the Share Purchase Price payable to Katy
      in consideration for the Shares, Canadian Purchaser shall withhold from the
      Share Purchase Price at the Closing as follows:

     

    
      
        
        

      

      
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    (a)  If,
      on or
      prior to the Closing Date, Katy has not delivered to Canadian Purchaser a
      certificate issued by the CRA under subsection 116(2) of the ITA (a "116(2)
      Certificate") with a certificate limit equal to the Share Purchase Price
      payable at that time, then Canadian Purchaser shall be entitled to and shall
      withhold from the Share Purchase Price an amount equal to 25% of such Share
      Purchase Price and shall promptly remit such amount to the Tax Escrow
      Agent;

     

    (b)  If,
      during the period from the day after the Closing Date until the 29th day of
      the
      month following the month in which the Closing Date falls, inclusively (the
      "Applicable Period"), Katy delivers to Canadian Purchaser a certificate
      issued by the CRA under subsection 116(4) of the ITA (a "116(4)
      Certificate") with a certificate limit equal to the Share Purchase Price,
      then Canadian Purchaser shall instruct the Tax Escrow Agent to pay forthwith
      to
      Katy the amount withheld pursuant to Section 15.6(a) (including the
      interest earned on any amount withheld);

     

    (c)  If,
      within the Applicable Period, Katy has delivered to Canadian Purchaser a 116(2)
      Certificate but not a 116(4) Certificate, then Canadian Purchaser shall instruct
      the Tax Escrow Agent to:

     

    
      	
              i.  

            	
              pay,
                from the amount withheld in accordance with Section 15.6(a), to the
                Receiver General for Canada, 25% of the amount, if any, by which
                the
                Canadian Share Purchase Price exceeds the amount of the certificate
                limit
                as set out in the 116(2) Certificate;
                and

            


    

     

    
      	
              ii.  

            	
              pay
                to Katy the balance, if any, of the amount withheld pursuant to Section
                15.6(a) (including the interest earned on any amount
                withheld);

            


    

     

    (d)  If
      neither a 116(4) Certificate nor a 116(2) Certificate (together, a "Federal
      Certificate") has been delivered to Canadian Purchaser by Katy within the
      Applicable Period, then Canadian Purchaser shall instruct the Tax Escrow Agent
      to (subject to Section 15.6(e)) remit the amount withheld
      in accordance with Section 15.6(a) to the Receiver General for
      Canada;

     

    (e)  If
      a
      Federal Certificate in the amount of the Share Purchase Price has not been
      delivered to Canadian Purchaser by Katy within the Applicable Period but the
      CRA
      delivers an abeyance letter to Canadian Purchaser within such Applicable Period,
      stating that no interest or penalty will be levied on the amount withheld by
      Canadian Purchaser pending the issuance of a Federal Certificate (the
      "Federal Abeyance Letter"), then in such circumstances Canadian Purchaser
      shall continue to hold, through the Tax Escrow Agent, the amount withheld in
      accordance with Section 15.6(a), until the earlier of:

     

    
      	
              i.  

            	
              the
                issuance of a 116(4) Certificate, in which case the provisions of
                Section 15.6(c) will apply immediately;
                and

            


    

     

    
      	
              ii.  

            	
              at
                such time as the CRA revokes or adversely modifies the Federal Abeyance
                Letter (or otherwise gives a notice indicating that Canadian Purchaser
                may
                no longer be fully protected from penalties and interest), in which
                case
                the provisions of Section 15.6(d) will apply
                immediately.

            


    

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    (f)  Canadian
      Purchaser shall be entitled to withhold and deduct from any adjustment to the
      Share Purchase Price payable after the Closing to Katy, such amounts that are
      required to be deducted and withheld pursuant to the ITA, unless (x) a
      116(4) Certificate has been delivered to Canadian Purchaser before that time;
      or
      (y) the sum of the amounts previously paid to Katy on account of the Share
      Purchase Price and the adjustment of the Share Purchase Price then being paid
      does not exceed the applicable certificate limit on a 116(2) Certificate
      delivered to the Canadian Purchaser.  Katy shall have the right to
      require the Canadian Purchaser to postpone the payment of any adjustment to
      the
      Share Purchase Price payable after the Closing in order to obtain a new Federal
      Certificate from the CRA.

     

    (g)  If
      a
      reduction of the Share Purchase Price shall be paid out to the Canadian
      Purchaser as an adjustment to the Share Purchase Price, the Canadian Purchaser
      shall instruct the Tax Escrow Agent to pay, from the amount withheld in
      accordance with Section 15.6(a) to Katy, the portion of the amount
      withheld pursuant to Section 15.6(a) that is wholly attributable to such
      reduction of the Share Purchase Price.

     

    15.7  Refunds
      for Taxes.  All refunds for Taxes of Woods Canada (to the extent
      not reserved on the Final Closing Balance Sheet) for periods ending on or before
      the Closing Date (excluding the refunds for Taxes resulting from the carrying
      back of Tax attributes realized in periods ending after the Closing Date) and
      all refunds for Taxes that are US Retained Assets shall be the property of
      the
      Sellers.  To the extent that Woods Canada or the US Purchaser or
      another Purchasers' Indemnitee receives any refund for Taxes that is property
      of
      the Sellers, the Purchasers shall pay to the Sellers the amount of such refund
      (plus any interest received from the applicable Taxing Authority) less any
      Taxes
      and other out-of-pocket expenses incurred by any Purchaser's Indemnitee to
      obtain such refund (or interest).  To the extent that any refund that
      has resulted in payment to the Sellers under this Agreement is for whatever
      reason subsequently reduced, in whole or in part, the Sellers shall reimburse
      the Purchasers for the amount of Taxes incurred by any Purchasers' Indemnitees
      as a result of such lost refund (including, without limitation, any Taxes in
      the
      form of interest or penalties incurred or reduced as a result of such loss)
      without regard to any limitation in this Agreement.

     

    


    ARTICLE
      XVI

     

    Certain
      Other Agreements

     

    16.1  Post-Closing
      Access to Records.  Each party agrees to provide any other party
      with such assistance as may reasonably be requested by it in connection with
      the
      preparation of any Tax Return or report of Taxes, any audit or other examination
      by any Taxing (including any Tax Claim or Tax Contest) Authority, or any
      judicial or administrative proceedings relating to liabilities for
      Taxes.  Such assistance shall include making employees available on a
      mutually convenient basis to provide additional information or explanation
      of
      material provided hereunder and shall include providing copies of relevant
      Tax
      Returns and supporting material.  The party requesting assistance
      hereunder shall reimburse the assisting party for reasonable out-of-pocket
      expenses incurred in providing assistance.  Purchasers and Sellers
      will retain for the full period of any statute of limitations and provide the
      others with any records or information which may be relevant to such
      preparation, audit, examination, proceeding or determination.

     

    
      
        
        

      

      
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    16.2  Consents
      Not Obtained at Closing.  (a)    Sellers shall
      use all commercially reasonable efforts to obtain and deliver to Coleman and
      Purchasers at or prior to the Closing such consents as are required to allow
      the
      assignment by Sellers to Purchasers of the Sellers' right, title and interest
      in, to and under any Contract included in the Purchased Assets.  To
      the extent any Contract is not capable of being assigned without the consent
      or
      waiver of the other party thereto or any third party (including any Governmental
      Authority), or if such assignment or attempted assignment would constitute
      a
      breach thereof or a violation of any Law or Order, neither this Agreement nor
      the Bill of Sale shall constitute an assignment or an attempted assignment
      of
      such Contract.

     

    (b)  Anything
      in this Agreement or the Bill of Sale to the contrary notwithstanding, Sellers
      are not obligated to transfer to Purchasers any of their rights and obligations
      in and to any Contract without first having obtained all necessary consents
      and
      waivers.  After the Closing Date, Sellers shall use all commercially
      reasonable efforts, and Coleman and Purchasers shall cooperate with Sellers
      at
      Sellers' expense, to obtain any consents and waivers necessary to convey to
      Purchasers all Contracts intended to be included in the Purchased
      Assets.

     

    (c)  If
      any
      such consents and waivers are not obtained with respect to any Assumed Contract,
      a Bill of Sale shall constitute an equitable assignment by Woods US to US
      Purchaser of all of Woods US' rights, benefits, title and interest in and to
      such Assumed Contract, to the extent permitted by Law, and provided US Purchaser
      is entitled to the full benefits thereof, US Purchaser shall be deemed to be
      Woods US's agent for the purpose of completing, fulfilling and discharging
      all
      of Woods US' rights and liabilities arising after the Closing Date under such
      Assumed Contract, and Woods US shall take all necessary steps and actions to
      provide US Purchaser with the benefits of such Assumed Contract.

     

    (d)  If
      a
      consent or approval is required by any Person pursuant to any Contract, any
      Permit or otherwise of Woods Canada, and such consent or approval is not
      obtained at or before the Closing or if an attempted assignment or transfer
      of
      any Contract or Permit of Woods Canada is ineffective, Katy shall cooperate
      with
      Coleman and Canadian Purchaser in any commercially reasonable arrangement
      requested by Coleman and Canadian Purchaser to provide them the full use and
      benefits of such Contract or Permit unless and until such consent or approval
      is
      obtained or becomes effective.

     

    (e)  Katy
      shall hold Coleman, US Purchaser and Canadian Purchaser harmless from any Loss
      up to an aggregate amount of $2,000,000 that results from the failure to obtain
      any required consents set forth on Schedule 9.5.

     

    16.3  Bulk
      Sale Waiver and Indemnity.  The parties hereto acknowledge and
      agree that no filings with respect to any bulk sales or similar laws have been
      made, nor are they intended to be made, nor are such filings a condition
      precedent to the Closing; and, in consideration of such waiver by Purchasers,
      Sellers shall indemnify, defend and hold Purchasers' Indemnitees harmless
      against any Losses resulting or arising from such waiver and failure to comply
      with applicable bulk sales laws.

     

    
      
        
        

      

      
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    16.4  Non-Competition;
      Non-Solicitation.

     

    (a)  Prior
      to
      the earlier of (i) the 3rd anniversary of the Closing Date and (ii) the
      disposition of all or substantially all assets or the disposition of securities
      representing a controlling interest or a merger or consolidation or other
      business combination of Katy, no Seller shall, directly or indirectly through
      any Affiliate thereof, (A) engage in, carry on, participate in or have any
      interest in, whether alone or in conjunction with any Person, or as a holder
      of
      an equity or debt interest of any Person, or as a principal, agent or otherwise,
      in any business competing with the US Business as conducted on the Closing
      Date
      by Woods US in the United States of America or in any business competing with
      the Canadian Business as conducted on the Closing Date by Woods Canada in
      Canada; (B) assist others in engaging in any business competing with the US
      Business or Woods Canada in any manner described in the foregoing clause (A);
      or
      (C) induce any supplier, customer or other Person doing business with either
      Coleman, Purchasers or Woods Canada to terminate its relationship with Coleman,
      Purchasers or Woods Canada.

     

    (b)  Prior
      to
      the 3rd anniversary of the Closing Date, no Seller shall, directly or indirectly
      through any Affiliate, solicit for employment or hire any Transferred Employee
      or employee of Woods Canada that remains an employee of either Coleman,
      Purchasers or Woods Canada at the time of or within the three (3) month period
      prior to such hiring or solicitation by any Seller or any of their Affiliates
      excluding general solicitation by newspaper or other public media or
      non-directed third-party search firm.

     

    (c)  Sellers
      acknowledge that the restrictions, prohibitions and other provisions of this
      Section 16.4 are reasonable, fair and equitable in scope, terms and
      duration, are necessary to protect the legitimate business interests of Coleman
      and Purchasers, and are a material inducement to Coleman and Purchasers to
      enter
      into the transactions contemplated by this Agreement.

     

    (d)  It
      is the
      desire and intent of the parties to this Agreement that the provisions of this
      Section 16.4 shall be enforced to the fullest extent permissible
      under applicable Law and public policies applied in each jurisdiction in which
      enforcement is sought.  Accordingly, if any particular provision of
      this Section 16.4 shall be adjudicated to be invalid or unenforceable,
      such provision shall be deemed amended to delete or modify (including to limit
      or reduce its duration, geographical scope, activity or subject) the portion
      adjudicated to be invalid or unenforceable, such deletion or modification to
      apply only with respect to the operation of such provision of this Section
      16.4 in the particular jurisdiction in which such adjudication is made and
      to be made only to the extent necessary to cause the provision as amended to
      be
      valid and enforceable.

     

    (e)  Sellers
      acknowledge and understand that the provisions of this Section 16.4 are
      of a special and unique nature, the loss of which cannot be accurately
      compensated for in damages by an action at law and that the breach of the
      provisions of this Section 16.4 would cause Coleman and Purchasers
      irreparable harm.  In the event of a breach or threatened breach by
      any Seller, or any of their Affiliates of the provisions of Section 16.4,
      Coleman and Purchasers shall be entitled to seek an injunction restraining
      it
      from such breach.  Nothing herein contained shall be construed as
      prohibiting Coleman and Purchasers from pursuing any other remedies available
      for any breach or threatened breach of this Section 16.4, and the pursuit
      of an injunction or any other remedy shall not be deemed to be an exclusive
      election of such a remedy.

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

    16.5  Use
      of
      Sellers' Names.  After the Closing, no Seller nor any Affiliate of
      the Seller, may, directly or indirectly, use the name "Woods" or any derivative
      thereof or any similar name to identify itself.  Sellers shall be
      responsible for all filing fees required to be paid in connection with filing
      the necessary change of name amendments in the state of its incorporation and
      in
      each other state in which it is qualified to transact business.

     

    16.6  Katy
      Guarantee.

     

    (a)  Katy
      hereby unconditionally and irrevocably guarantees for the benefit of the
      Coleman, Purchasers, the Purchasers' Indemnitees and their respective heirs,
      successors and assigns all of the obligations of Woods US and Woods Canada
      under
      this Agreement and under each other agreement, contract or instrument executed
      and delivered to Coleman and Purchasers by Woods US and Woods Canada in
      connection with the transactions contemplated by this Agreement.

     

    (b)  Katy
      agrees that for a period of eighteen months following the Closing Date, Katy
      shall maintain sufficient financial resources to satisfy any obligations under
      its guaranty given in this Section 16.6.  In the event a
      Restricted Action shall occur with respect to Katy within the first eighteen
      months following the Closing Date, Katy shall promptly notify Coleman in writing
      and Katy hereby agrees to deposit with such financial institution mutually
      acceptable to Coleman and Sellers, in its capacity as indemnity escrow agent
      (the "Indemnity Escrow Agent") under an escrow agreement to be entered
      into among Coleman, Purchasers, Katy and the Indemnity Escrow Agent (the
      "Indemnity Escrow Agreement"); by wire transfer of immediately available
      funds, $4,500,000 (the "Indemnity Escrow Amount"; as increased or
      decreased from time to time by any interest or income (or loss) earned thereon
      or decreased by any disbursements pursuant to the Indemnity Escrow Agreement,
      the "Indemnity Escrow Fund"), which shall be disbursed on the date that
      is eighteen months following the Closing Date only in accordance with the terms
      of the Indemnity Escrow Agreement. The deposited funds will be held available
      to
      pay Losses incurred by Purchasers' Indemnitees in accordance with Article
      XII.  Any such Losses shall first be paid out of the Indemnity
      Escrow Fund until all such funds have been exhausted and only thereafter shall
      the Sellers be obligated to pay Losses directly (and, in all events, subject
      to
      the limitations set forth in Article XII).

     

    (c)  Katy
      recognize and acknowledge that Purchasers and Coleman are relying on the
      covenant given in this Section 16.6 in entering into this
      Agreement.

     

    16.7  Coleman
      Guarantee.  Coleman hereby unconditionally and irrevocably
      guarantees for the benefit of the Sellers, Woods Canada and Sellers' Indemnitees
      and their respective heirs, successors and assigns all of the obligations of
      Purchasers under this Agreement and under each other agreement, contract or
      instrument executed and delivered to Sellers and Woods Canada by Purchasers
      in
      connection with the transactions contemplated by this Agreement.

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    16.8  Bonds
      and Guarantees.  Purchasers and Sellers shall take all reasonable
      actions to cause Katy to be fully released from all obligations arising from
      the
      conduct of the Canadian Business and US Business from and after the Closing
      under the obligations and commitments listed on Schedule
      16.8.  Coleman and Purchasers shall indemnify and hold Katy
      harmless from any and all liabilities arising under the obligations and
      commitments listed on Schedule 16.8 that result from the conduct of the
      Canadian Business and US Business by Coleman and Purchasers subsequent to the
      Closing.

     

    ARTICLE
      XVII

     

    Miscellaneous

     

    17.1  Cost
      and Expenses.  Coleman and Purchasers will pay their own costs and
      expenses (including attorneys' fees, accountants' fees and other professional
      fees and expenses) in connection with the negotiation, preparation, execution
      and delivery of this Agreement and the consummation of the purchase of the
      Purchased Assets, the Shares and the other transactions contemplated by this
      Agreement (except as otherwise specifically provided for herein); and Sellers
      will pay their own costs and expenses (including attorneys' fees, accountants'
      fees and other professional fees and expenses), and the costs and expenses
      of
      Woods Canada, in connection with the negotiation, preparation, execution and
      delivery of this Agreement and the consummation of the sale of the Purchased
      Assets, the Shares and the other transactions contemplated by this Agreement
      (except as otherwise specifically provided for herein).

     

    17.2  Entire
      Agreement.  The Disclosure Schedule and the Exhibits referenced in
      this Agreement are incorporated into this Agreement and together contain the
      entire agreement between the parties hereto with respect to the transactions
      contemplated hereunder, and supersede all negotiations, representations,
      warranties, commitments, offers, contracts and writings prior to the date
      hereof, including the letter of intent dated August 9, 2007 among Woods US,
      Katy, Woods Canada and Coleman.  No waiver and no modification or
      amendment of any provision of this Agreement shall be effective unless
      specifically made in writing and duly signed by Coleman and Katy.

     

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

     

    17.4  Assignment,
      Successors and Assigns.  The respective rights and obligations of
      the parties hereto shall not be assignable without the prior written consent
      of
      the other parties; provided, however, that Coleman may assign or transfer all
      of
      its rights and obligations under this Agreement other than its obligations
      under
Section 16.7 hereof, in whole or in part, at or prior to the Closing, to
      one or more Persons that are wholly-owned, directly or indirectly, by Coleman
      or
      is an Affiliate of Coleman; and provided further, that at any time Coleman
      and
      Purchasers may collaterally assign their rights hereunder to any Person or
      Persons providing financing to Coleman and Purchasers in connection with the
      transactions contemplated hereby.  In the event Coleman and Purchasers
      make an assignment as contemplated above, Coleman hereby guarantees the
      assignee’s obligations hereunder.  Any assignment made pursuant to
      this Section 17.4 shall not relieve Coleman of any of its obligations
      under this Agreement.  This Agreement shall be binding upon and inure
      to the benefit of the parties hereto and their successors and permitted
      assigns.

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

    17.5  Savings
      Clause.  If any provision hereof shall be held invalid or
      unenforceable by any court of competent jurisdiction or as a result of future
      legislative action, such holding or action shall be strictly construed and
      shall
      not affect the validity or effect of any other provision hereof.

     

    17.6  Headings.  The
      captions of the various Articles and Sections of this Agreement have been
      inserted only for convenience of reference and shall not be deemed to modify,
      explain, enlarge or restrict any of the provisions of this
      Agreement.

     

    17.7  Risk
      of Loss.  Risk of loss, damage or destruction to the Purchased
      Assets shall be upon Sellers until the Closing, and shall thereafter be upon
      US
      Purchaser.

     

    17.8  Governing
      Law.  The validity, interpretation and effect of this Agreement
      shall be governed exclusively by the laws of the State of Illinois.

     

    17.9  Press
      Releases and Public Announcements.  No party hereto shall issue
      any press release or make any public announcement relating to the existence,
      terms and conditions or subject matter of this Agreement prior to the Closing
      without the prior written approval of the other parties; provided,
      however, that any party may issue any press release or make any public
      announcement in such form as it deems necessary in its sole discretion to comply
      with the United States securities laws, but shall provide a copy to the other
      party in advance of its release.

     

    17.10  U.S.
      Dollars.  All amounts expressed in this Agreement and all payments
      required by this Agreement are in United States dollars.

     

    17.11  Notices.  (a)    All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and delivered in person, or sent by facsimile or sent by reputable
      overnight delivery service and properly addressed as follows:

     

    To
      Coleman or Purchasers:

     

    Coleman
      Cable, Inc.

    1530
      Shields Drive

    Waukegan,
      IL 60085

    Fax:  (847)
      689-1192

    Attention:  G.
      Gary Yetman and Richard N. Burger

     

    With
      a
      copy to:

     

    Winston
      & Strawn LLP

    35
      West
      Wacker Drive

    Chicago,
      IL  60601

    Fax:  (312)
      558-5700

    Attention:  James
      J. Junewicz

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

    To
      Sellers or Woods Canada:

     

    c/o
      Katy
      Industries, Inc.

    2461
      South Clark Street

    Suite
      630

    Arlington,
      VA 22202

    Fax:  (703)
      236-3170

    Attention:  Anthony
      Castor

     

    With
      a
      copy to:

     

    c/o
      Katy
      Industries, Inc.

    2461
      South Clark Street

    Suite
      630

    Arlington,
      VA 22202

    Fax:  (703)
      236-3170

    Attention:  Amir
      Rosenthal

     

    With
      a
      copy to:

     

    c/o
      Kohlberg & Company, L.L.C.

    111
      Radio
      Circle

    Mt.
      Kisco, New York  10549

    Fax:  (914)
      241-1143

    Attention:  Christopher
      Anderson

     

    With
      a
      copy to:

     

    Ropes
      & Gray, LLP

    One
      International Place

    Boston,
      MA 02110

    Fax:  (617)
      951-7050

    Attention:  Daniel
      S. Evans

     

    (b)  Any
      party
      may from time to time change its address for the purpose of notices to that
      party by a similar notice specifying a new address, but no such change shall
      be
      deemed to have been given until it is actually received by the party sought
      to
      be charged with its contents.

     

    (c)  All
      notices and other communications required or permitted under this Agreement
      which are addressed as provided in this Section 17.11 if delivered
      personally or by courier, shall be effective upon delivery; if sent by
      facsimile, shall be delivered upon receipt of proof of
      transmission.

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    17.12  SUBMISSION
      TO JURISDICTION; VENUE.  THE PARTIES HERETO HEREBY IRREVOCABLY
      SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED
      WITHIN COOK COUNTY, THE STATE OF ILLINOIS OVER ANY DISPUTE ARISING OUT OF OR
      RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
      EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH DISPUTE
      OR ANY SUIT, ACTION OR PROCEEDING RELATED THERETO SHALL BE HEARD AND DETERMINED
      IN SUCH COURTS.  THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST
      EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR
      HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE BROUGHT IN SUCH COURT
      OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH
      DISPUTE.  EACH OF THE PARTIES HERETO AGREES THAT A JUDGMENT IN ANY
      SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
      OR
      IN ANY OTHER MANNER PROVIDED BY LAW.

     

    17.13  No
      Third-Party Beneficiary.  This Agreement is being entered into
      solely for the benefit of the parties hereto, the Purchasers' Indemnitees and
      the Sellers' Indemnitees, and the parties do not intend that any employee or
      any
      other person shall be a third-party beneficiary of the covenants by any Seller
      or Purchaser contained in this Agreement.

     

    17.14  Disclosures.  All
      matters disclosed by Sellers in the Disclosure Schedule shall be deemed a
      disclosure of such matter only for the purpose of the Section of this Agreement
      referred to in the Disclosure Schedule, and shall not be deemed a disclosure
      with respect to any other Section of this Agreement unless specifically so
      stated in writing by Sellers in the Disclosure Schedule.

     

    17.15  Sellers'
      Obligations.  Except as otherwise expressly set forth in this
      Agreement, the Sellers' obligations hereunder shall be joint and
      several.

     

    [signature
      page follows]

     


    
      
              

                      

        

        
        

      

      
        66

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement as
      of
      the date first written above.

     

    WOODS
      INDUSTRIES, INC.

     

    By:    /s/
      Amir
      Rosenthal                                                            

     

    Title:    Vice
      President and
      Secretary        

                                                        

     

    WOODS
      INDUSTRIES (CANADA), INC.

     

    By:   
      /s/ Amir
      Rosenthal                                                              

     

    Title:   
      Secretary

                                                                    

     

    KATY
      INDUSTRIES, INC.

     

    By:    /s/
      Amir
      Rosenthal                                                            

     

    Title:    Vice
      President

                                                                

     

    COLEMAN
      CABLE, INC.

     

    By:    /s/
      Gary
      Yetman                                                            

     

    Title:    President/CEO                                                            

     

    


     

    


     


    
      
              

                   

        

        
        

      

      
        67